CORPORATE GOVERNANCE

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board. A summary of the responsibilities and activities and the membership of each of the Committees are set out below. National Instrument 58-201 establishes corporate governance guidelines which apply to all public companies.

MAS Gold Corp. has reviewed its own corporate governance practices in light of these guidelines. In certain cases, MAS Gold Corp.’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for MAS Gold Corp. at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

The Board is committed to sound corporate governance practices in the interest of its shareholders and believes such practices contribute to effective and efficient decision making. MAS Gold Corp. will continue to review and implement corporate governance guidelines as the business of MAS Gold Corp. progresses.

Board of Directors MAS Gold Corp.'s proposed Board consists of four directors, two of whom are independent based upon the tests for independence set forth in National Instrument 52-110 – Audit Committees (“NI 51-110”). Robert V. Matthews and Rodney H. Spooner are considered 13 independent.

Participation of Directors in Other Reporting Issuers The participation of the directors in other reporting issuers is described in “Election of Directors” in this Circular. Orientation and Continuing Education The Board does not have a formal orientation or education program for its members.

New Board members are provided with information respecting the functioning of the Board, committees and copies of MAS Gold Corp.'s corporate governance policies, access to all of the publicly filed documents of MAS Gold Corp. and complete access to management and MAS Gold Corp.’s professional advisors.

Board members are encouraged to communicate with management and auditors, to keep themselves current with industry trends and developments and changes in legislation with MAS Gold Corp.’s assistance, to attend industry seminars and to visit MAS Gold Corp.’s operations.

Board members have full access to MAS Gold Corp.'s records and legal counsel. The Board’s continuing education is typically derived from correspondence with MAS Gold Corp.’s legal counsel to remain up to date with developments in relevant corporate and securities law matters. Ethical Business Conduct

The Board believes good corporate governance is an integral component to the success of MAS Gold Corp. and to meet responsibilities to shareholders. At present, though the Board has not adopted formal guidelines or a code of ethical business conduct due to the size of its Board and its limited activities, MAS Gold Corp. does promote ethical business conduct through the nomination of Board members it considers of good moral character and of sound reputation.

Nomination of Directors The Board has responsibility for identifying and assessing potential Board candidates. Recruitment of new directors has generally resulted from recommendations made by directors, management and shareholders. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.