Board of Directors' Mandate

(Adopted by the Board of Directors on November 21, 2008.)

I.    Purpose

The business and affairs of International Minerals (the "Company") are managed by the Executive Officers and senior management, under the direction and supervision of the Board of Directors.

Directors shall at all times act in the best interests of the Company and in good faith, exercising care, diligence and sound business judgment. 

The Board of Directors generally discharges its responsibilities directly and through its Committees and by delegating the day-to-day management of the Company to its Executive Officers.

The Board of Directors shall meet regularly with the Executive Officers to review the business operations, financial results and corporate governance of the Company. The Board relies on management to keep the Board apprised of all significant developments affecting the Company.

II.    Composition

The Board of Directors shall meet as frequently as Directors deem necessary, but not less than quarterly. The Directors of the Company should comprise a mix of the necessary business skills to enable the Board and its committees to properly discharge their responsibilities.

Therefore:

1. Where feasible, the Board of Directors shall preferably be constituted at all times by a majority of Independent Directors.
2. A Director is considered Independent if he or she is not a member of management (an "Executive Director") and is free from any interest and any business or other relationships which, in the view of the Board of Directors, could, or reasonably could be perceived to, materially interfere with the Director's ability to act with a view to the best interests of the Company, other than interests arising from share holding.
3. The Independent Directors shall, where necessary or desirable, hold separate meetings periodically at which the Executive Directors are not in attendance.

III.    Responsibilities

The Board is entitled to seek internal or external input, including independent legal counsel and other advisers and rely on the honesty and integrity of officers and management, the independent auditors and other professional advisers.

Specific responsibilities of the Board of Directors include:

1. Appointment of the Officers - The Board shall appoint the Chief Executive Officer and President and approve the appointment of all other Executive Officers of the Company.

2. Appointment of a Chairman - The Board shall appoint an Independent Chairman or an Independent Lead Director.  With respect to Board meetings, in the absence of appointment of an Independent Chairman, the Chief Executive Officer shall serve as the Chairman of each Board meeting.

   The Chairman is responsible for the leadership of the Board of Directors and enhancing the Board's effectives, including ensuring that the responsibilities of the Board are understood by the Executive Officers and the Board; ensuring that there are adequate resources available to the Board to support its work; chairing all meetings of the Board in a manner that promotes meaningful discussion; and ensuring that, where functions are delegated to Directors and Board Committees, the functions are carried out and results are reported to the Board.

3. Assignment of Directors to Committees, and Establishment of Committees - The Board shall review and approve the establishment of the following Committees (at a minimum) and associated Committee Charters and shall appoint Directors to such Committees:

   1. Financial reporting and internal controls (Audit Committee);
   2. Issues relating to compensation of Directors and Executive Officers (Compensation Committee).

4. Appointment of an Independent Lead Director - The Lead Director shall be Independent and is responsible for providing independent leadership to the Board to facilitate the functioning of the Board independently of management and enhance the Company's corporate governance practices. Specific responsibilities include:

   1. Act as chair of Board meetings in the absence of the Chief Executive Officer;
   2. Recommend, where necessary or desirable, the holding of separate sessions of the Independent Directors, and chair such meetings;
   3. Review, with the assistance of management, the Company's corporate governance structures and procedures to bring forward such matters as policies for the Board's approval  as necessary;
   4. Consult, as needed, with any or all of the Independent Directors, at the discretion of either party, and represent such directors in discussions with management on corporate governance or other matters;
   5. Serve as the Board ombudsman, so as to ensure that questions or comments of individual directors are heard and addressed;
   6. Perform such other duties as may be delegated by the Board of Directors.

5. Corporate Governance & Policies - The Board shall approve all policies, procedures, codes and charters of the Company relating to corporate governance and shall assess at least annually, the Board's effectiveness, the Committees' effectiveness and composition of the Board in regards to independence, size and expertise, and review the selection process (where applicable) for new nominees to the Board.

6. Approval of Nominees to the Board - The Board shall review and approveall nominees to the Board]

7. Approval of Strategic Plan and Budget - On an annual basis, management shall present to the Board a strategic plan and annual budget for the Board's approval.

   In addition, the Board expects management to:

   1. Regularly review and update the Board on the Company's performance against the strategic plan and budget, as well as provide context of market conditions and other external factors impacting the Company's business;
   2. Regularly report on any matters of potential material consequence for the Company;
   3. Develop policies and procedures, as needed,  to adhere to applicable laws, advance a culture of ethical conduct and best business practices, and present such policies to the Board for approval;
   4. Periodically review the Company's compliance with its policies and procedures, and update the Board on the Company's effectiveness in regards to its policies and procedures;
   5. Comply with any additional duties and requests made by the Board of Directors or Committees.

8. Monitoring of Financial Performance and Risk Matters  - With the assistance of the Audit Committee, the Board shall:

   1. Review with management the Company's ongoing financial performance and results of operations;
      
   2. Review and approve  the Company's audited and interim financial statements and MD&A, including overseeing timely and accurate disclosure of financial reports;
   3. Review with management the integrity of the Company's internal controls, risk identification, risk assessment and management;
   4. Review with management the Company's compliance with securities laws, audit and accounting principles;
   5. Ratify and confirm the Audit Committee's selection and recommended remuneration of independent auditors.

9. Conflict of Interest Matters - International Minerals' Code of Business Conduct and Ethics governs the Company's ethical conduct. In accordance with the Code, the chair of the Audit Committee (or the Board as a whole, if the potential conflict involves the chair of the Audit Committee) has the authority to grant any such permission to waive a potential conflict of interest and corporate opportunity provision for a director or officer, and only for a specific instance.

10. Establishment of Compensation for Officers and Directors: With the assistance of the Compensation Committee, the Board shall:

    1. Evaluate the compensation and performance of the  Chief Executive Officer, President and Executive Officers;
    2. Periodically, and as deemed appropriate, grant stock options to officers, employees, consultants and Directors;
    3. Evaluate the compensation and performance of the Board members, Committee Members and Lead Director.
11. Corporate Transactions: Review and approve all major acquisitions, mergers, dispositions and investments and all significant financings and other significant matters outside course of the Company's business.
12. Unbudgeted Capital Expenditures or Borrowing: Management must seek approval of the Board for any single, significant unbudgeted expenditure or borrowing in excess of US$500,000.