Governance

Caracara Silver Inc. has established a set of corporate governance guidelines to promote the effective functioning of the Board of Directors and its Committees and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities.

The Company has three Committees that assist the Board with its overall responsibilities. These Committees consist of the Audit Committee, the Corporate Governance Committee, and the Compensation Committee. The Audit Committee is required by the Company's governing statute and its regulators, whereas the others deal with important matters within the Board and the Company's responsibilities. Each Committee has a charter outlining what the Board expects of it, and generally a policy which outlines its main responsibilities. Some policies focus on particular Committees and their work, while others apply to the full range of the Company and its activities.

The Corporation's Committees and their membership are as follows:

Audit Committee

The Audit Committee assists the Board in overseeing the Company's financial controls and reporting. The Audit Committee also monitors whether the Company complies with financial covenants and legal and regulatory requirements governing financial disclosure matters and financial risk management. Messrs. ●, ● and ● are considered "independent" as that term is defined in Multilateral Instrument 52-110 – Audit Committees. Also, all of the Audit Committee members are "financially literate" as defined in Multilateral Instrument 52-110 – Audit Committees.

Corporate Governance Committee

The Corporate Governance Committee assists the Board in developing the Company's approach to corporate governance issues, proposing new Board nominees and assessing the effectiveness of the Board and its committees. Messrs. ● and ● are considered "independent" as that term is defined in National Policy 58-201 – Corporate Governance Guidelines.

Compensation Committee

The Compensation Committee assists the Board in discharging its responsibilities relating to executive and other human resources hiring, assessment, compensation and succession planning. Messrs. ●, ● and ● are considered "independent" as that term is defined in National Policy 58-201 – Corporate Governance Guidelines.