EXHIBIT 15.1

# WHITE KNIGHT RESOURCES
LTD.

# AUDIT COMMITTEE CHARTER

# Effective date: May
26, 2005

Approved by the Board of
Directors on May 26, 2005

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Mandate

The primary function of the audit
committee (the Committee) is to assist the Board of Directors of White Knight
Resources Ltd. (the Company) in fulfilling its financial oversight
responsibilities by reviewing the financial statements, financial reports and other
financial information provided by the Company to regulatory authorities and shareholders.

The members of the Committee are not
full-time employees of the Company and may or may not be accountants or auditors by
profession or experts in the fields of accounting or auditing and, in any event, do not
serve in such capacity. Consequently, it is not the duty of the Committee to conduct
audits or to determine that the Companys financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting principles
and applicable rules and regulations. These are the responsibilities of management and the
external auditors.

Composition

The Committee shall be comprised of a
minimum three directors as determined by the Board of Directors.

If the Company ceases to be a
venture issuer as that term is defined in Multilateral Instrument 52-110
entitled Audit Committees (MI 52-110), then all of the members of
the Committee shall be free from any material relationship with the Company. A material
relationship means a relationship that could, in the view of the Companys Board of
Directors, reasonably interfere with the exercise of a members independent judgment.
In any event, a member of the Committee has a material relationship with the Company if he
is deemed to have one pursuant to MI 52-110.

If the Company ceases to be a
venture issuer then all members of the Committee shall also have accounting or
related financial management expertise. For the purposes of the Companys Audit
Committee Charter, the definition of financially literate is the ability to
read and understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues that can reasonably be expected to be raised by the
Companys financial statements.

The members of the Committee shall be
elected by the Board of Directors at its first meeting following the annual
shareholders meeting. Unless a Chair is elected by the full Board of Directors, the
members of the Committee may designate a Chair by a majority vote of the full Committee
membership.

Authority

The Committee has been expressly
authorized by the Board of Directors of the Company to (a) engage independent counsel and
other advisors as it determines necessary to carry out its duties, (b) set and cause the
Company to pay the compensation for any advisors employed by the Audit Committee, and (c)
communicate directly with the internal and external auditors.

Responsibilities

The Committee shall

(1)    
          recommend to the Board of Directors: (a) the external auditor to be nominated
          for the purpose of preparing or issuing an auditors report or performing
          other audit, review or attest services for the Company; and (b) the compensation
          of the external auditor.

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(2)    
          be directly responsible for overseeing the work of the external auditor engaged
          for the purpose of preparing or issuing an auditors report or performing
          other audit, review or attest services for the Company, including the resolution
          of disagreements between management and the external auditor regarding financial
          reporting.

(3)    
          pre-approve all non-audit services to be provided to the Company or its
          subsidiary entities by the Companys external auditor in accordance with
          the pre-approval process noted below.

(4)    
          review the Companys financial statements, MD&A and annual and interim
          earnings press releases before the Company publicly discloses this information.

(5)    
          be satisfied that adequate procedures are in place for the review of the
          Companys public disclosure of financial information extracted or derived
          from the Companys financial statements, other than the public disclosure
          referred to in subsection (5), and must periodically assess the adequacy of
          those procedures.

(6)    
          establish procedures for (a) the receipt, retention and treatment of complaints
          received by the Company regarding accounting, internal accounting controls, or
          auditing matters; and (b) the confidential, anonymous submission by employees of
          the Company of concerns regarding questionable accounting or auditing matters.

(7)    
          review and approve the Companys hiring policies regarding partners,
          employees and former partners and employees of the present and former external
          auditor of the Company.

Pre-Approval of Non-Audit
Services

The Committee satisfies the
pre-approval requirement of item (3) of its Responsibilities if:

|(a) | the aggregate amount of all the non-audit services that were not pre-approved is
          reasonably expected to constitute no more than five per cent of the total amount
          of fees paid by the Company and its subsidiary entities to the Companys
          external auditor during the fiscal year in which the services are provided;
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|(b) | the Company or the subsidiary entity of the Company, as the case may be, did not
          recognize the services as non-audit services at the time of the engagement; and
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|(c) | the services are promptly brought to the attention of the Committee of the
          Company and approved, prior to the completion of the audit, by the Committee or
          by one or more of its members to whom authority to grant such approvals has been
          delegated by the Committee.
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The Committee may delegate to one or
more independent members the authority to pre-approve non-audit services in satisfaction
of the requirement of item (3) of its Responsibilities. The pre-approval of non-audit
services by any member to whom authority has been delegated pursuant hereto must be
presented to the Audit Committee at its first scheduled meeting following such
pre-approval.

The Committee satisfies the
pre-approval requirement of item (3) of its Responsibilities if it adopts specific
policies and procedures for the engagement of the non-audit services, if: (a) the
pre-approval policies and procedures are detailed as to the particular service; (b) the
Audit Committee is informed of each non-audit service; and (c) the procedures do not
include delegation of the Audit Committees responsibilities to management.