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NEWRANGE GOLD CORP. (the "Corporation") Whistleblower Policy

Scope of the Whistleblower Policy

Multi Lateral Instrument 52-110 "Audit Committee" ("52-110") requires the Audit Committee to establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and

(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

This document outlines the procedure which the Committee is establishing for the confidential, anonymous submission by employees of the Corporation and or its subsidiaries of any concerns which applicable individuals may have regarding questionable accounting or auditing matters.

Applicable individuals are encouraged to submit all good faith concerns and complaints in respect of the accuracy and integrity of the Corporation's accounting, auditing and financial reporting, without fear of retaliation of any kind. If an applicable individual has any concerns about accounting, audit, internal controls or financial reporting matters which he or she considers to be questionable, incorrect, misleading or fraudulent, the applicable individual is urged to come forward with any such information, complaints or concerns, without regard to the position of the person or persons responsible for the subject matter of the relevant complaint or concern.

The applicable individual may report the matter to the appropriate supervisor or, alternatively, to the Chairman of the Audit Committee.

Procedure for Reporting Concerns:

The applicable individual should describe his or her concern in writing and should include sufficient information to allow the Audit Committee to understand and review the written concern. If the applicable individual wishes to remain anonymous, he or she may omit his or her name from the written communication. All concerns should be forwarded to the Chairman of the Audit Committee, at the following ,address in a sealed envelope labelled as follows:

"To be opened by the Audit Committee only."

Newrange Gold Corp.
Suite 510, 580 Hornby Street
Vancouver, BC V6C 3H6

If the applicable individual wishes to discuss any matter with the Committee, this request should be indicated in the submission. In order to facilitate such a discussion, the applicable individual may include a telephone number at which he or she can be contacted. Any such envelopes received by the Corporation or its subsidiaries will be forwarded promptly and unopened to the Chairman of the Audit Committee.

Handling of Concerns Raised:

Promptly following the receipt of any complaints submitted to it, the Audit Committee will investigate each complaint and take appropriate corrective actions.


The Audit Committee has the authority to:

(a) conduct any investigation which it considers appropriate, and have direct access to the external auditor of the Corporation, as well as officers and employees of the Corporation and its subsidiaries, as applicable ; and

(b) retain, at the Corporation's expense, special legal, accounting or such other advisors, consultants or experts it deems necessary in the performance of its duties.

In conducting any investigation, the Audit Committee shall use best efforts to protect the anonymity of the applicable individual.


The Audit Committee will retain as part of its records, any complaints or concerns for a period of no less than seven years. The Audit Committee will keep a written record of all such reports or inquiries and make quarterly reports to the Board of Directors on any ongoing investigation which will include steps taken to address each complaint.

Employee Protection:

All employees are assured that no retaliation of any kind is permitted against the applicable individual for complaints or concerns made in good faith. No employee will be adversely affected because the employee refuses to carry out a directive which, in fact, constitutes corporate fraud, or is a violation of federal or provincial law.

Questions about this Policy

Questions regarding the policy may be directed to the Chief Financial Officer or the Chairman of the Audit Committee.

Review and Amendments to this Policy

The Audit Committee will conduct an annual review of this Policy and make recommendations for amendments to the Board of Directors of Corporation as necessary or appropriate.