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Corporate Governance and Policies

Terraco’s management considers its current market valuation to be in contrast to the advancement of the Company and its business at this time. As a result, the Board of Directors undertook a review to consider the need for a shareholder rights plan (the “Plan”). The purpose of the Plan is to provide shareholders and the Company’s Board of Directors with adequate time to consider and evaluate any unsolicited bid made for the Company, to provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Company and to ensure that any proposed transaction is in the best interests of the Company’s shareholders. The Plan is not intended to prevent or discourage a fair bid for the Company.

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The Company is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allowing shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.

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This Code of Business Conduct and Ethics (the “Code”) embodies the commitment of Terraco Gold Corp. (“Terraco”) to conduct its business in accordance with all applicable laws, rules and regulations with high ethical standards in a culture of honesty, integrity and accountability. All officers, employees, consultants and directors (individually, a “Person” and collectively, “Persons”) are expected to read and adhere to the principles and procedures set forth in this Code and to exercise their best judgment at all times. This Code is separate and apart from, and in addition to, any policies Terraco may have in effect, from time to time, relating to our employees, officers and directors. References in this Code to Terraco means Terraco and any of its subsidiaries.

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This memorandum sets forth the “Policy” of Terraco Gold Corp. (“Terraco”) on insider trading and trading blackouts in order to ensure the strict compliance by all Insiders (as defined below) with the prohibition against insider trading. This Policy will be reviewed periodically by the Board of Directors of Terraco and supplemented as required from time to time.

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The Audit Committee will assist the board of directors (the “Board”) in fulfilling its responsibilities. The Audit Committee will review the financial reporting process, the system of internal control and management of financial risks, the audit process, and the Company’s process for monitoring compliance with laws and regulations. In performing its duties, the Audit Committee will maintain effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each Audit Committee member will obtain an understanding of the responsibilities of Audit Committee membership as well as the Company’s business, operations and risks.

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The overall purpose of the Compensation Committee (the “Committee”) is to implement and oversee human resources and compensation policies approved by the Board of Directors (the “Board”) of Terraco Gold Corp. (the “Company”).

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