The directors and officers of Soho Resources Corp. are committed to maintaining high standards of corporate governance. Our corporate governance practices are the responsibility of the Board of Directors and are consistent with the fourteen guidelines for effective governance set out by the Toronto Stock Exchange. All corporations listed on the Toronto Stock Exchange must annually disclose their approach to corporate governance with respect to these fourteen specific guidelines. Our disclosure with respect to each guideline is described in Soho’s management proxy, available on SEDAR at www.sedar.com.

The Board oversees our business strategy, operating strategy and business practices. The Board meets regularly and is consulted with on major issues such as planning, acquisitions and divestitures and its focus is the protection of our assets and shareholder value. The Board has established two standing committees to facilitate the carrying out of the Board’s duties and responsibilities and meeting applicable statutory and regulatory requirements.

These two committees are the Audit Committee and the Human Resources & Compensation Committee. In addition, from time to time, ad hoc committees may be appointed when special circumstances dictate, with specific assignments for a limited duration. With respect to corporate governance, the role of the Board is to determine the overall approach to addressing corporate governance issues. The Board monitors, assesses and reviews matters pertaining to the organization and the composition of the Board of Directors, the organization and conduct of Board Meetings, and the effectiveness and independence of the Board, its committees and individual directors. The Board also monitors matters pertaining to standards of business and ethical conduct.