Mandate of the Board of Directors

The Board of Directors of XTerra Resources Corp. (the “Company”) explicitly acknowledges responsibility for the stewardship of the Company, including responsibility for:

(i) to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer, (“CEO”) and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization;

(ii) succession planning, including appointing, training, monitoring and, if deemed necessary, firing the CEO;

(iii) adoption of a strategic planning process and approving on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business;

(iii) in cooperation with the senior management team, led by the CEO, identification of the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage these risks;

(iv) assisting the CEO in the appointment, training and monitoring of senior management of the Company;

(v) adopting a communication policy for the Company;

(vi) the integrity of the Company’s internal control and management information systems; and

(vii) developing the Company’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Company.