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EXHIBIT 99.1
 INTERNATIONAL GEMINI TECHNOLOGY INC.
AUDIT COMMITTEE CHARTER
Dated: May 2, 2006
   
    
    Reviewing the financial reporting process in place to ensure the
integrity of International Gemini Technology Inc. (the Corporation) financial
statements,
    
    Evaluating the independent auditors qualifications, performance and independence,
    
    Enhance the independence of the independent auditor;
    
    Assessing the processes relating to the determination and mitigation of
risks and the maintenance of an effective control environment; and
    
    Reviewing the processes to monitor compliance with laws and
regulations.
  Duties and Responsibilities of the Audit Committee
 1)
    
    Financial Reporting
 a)
    
    Review, with management and the independent auditor, the Corporations annual financial
statements, independent auditor reports, and disclosures under Managements Discussion and
Analysis before they are reviewed by the Board. Review interim financial information
before it is released to the public. Review all public disclosure documents containing
audited or unaudited financial information before release, including any prospectus, the
annual report, the annual information form and managements discussion and analysis.b)
    
    The Audit Committee Chair, as a representative of the Committee, shall consult directly
with the independent auditor to obtain their comments with respect to interim reports
including related Managements Discussion and Analysis (as a result of their limited
scope review of the interim reports).c)
    
    Conduct an investigation sufficient to provide reasonable grounds for believing that
the financial statements and reports referred to in a) above are complete in all material
respects and consistent with the information known to Committee members, and assess whether
the financial statements reflect appropriate accounting principles.d)
    
    Review with senior management of the Corporation and the independent auditor,
managements handling of any proposed audit adjustments identified by the independent
auditors.e)
    
    Meet with the independent auditor to review the results of the annual audit, their
judgments about the quality and appropriateness of the Corporations accounting principles,
and any audit problems or difficulties and managements response.f)
    
    Review and resolve any significant disagreement among the Corporations management and
the independent auditors in the financial reporting process.g)
    
    Review the integrity of the Corporations internal and external financial reporting
process, in consultation with the independent auditors.h)
    
    Consider, evaluate and recommend to the Board such changes as are appropriate to the
Corporations auditing and accounting principles and practices as suggested by the
independent auditors or the Corporations senior management.




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i)
    
    Review with independent auditors and the Corporation senior management the extent to
which changes and improvements in financial and accounting practices, as approved by the
Audit Committee, have been implemented.
 2)
    
    Independent Auditor
 a)
    
    Approve the independent auditors proposed audit scope, approach and feesb)
    
    At least annually, obtain and review a report by the independent auditor describing:
 i)
    
    the firms internal quality-control procedures, andii)
    
    any material issues raised by the most recent internal quality-control review,
or peer review, of the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one or more
independent audits carried out by the firm, and any steps taken to deal with any such
issues.
 c)
    
    Confirm the independence of the independent auditor by discussing and reviewing all
significant relationships that the independent auditors have with the Corporation and
obtaining their assertion of independence in accordance with professional standards.d)
    
    Review the performance of the independent auditor.e)
    
    Engage the Corporations independent auditor and present recommendations on the
appointment or discharge of the independent auditor to the Board for presentation to the
shareholders.f)
    
    Approve in advance of the Corporations final commitment all consulting arrangements
and any other non-audit service with the Corporations independent auditors other than
services related to limited scope reviews of interim reports and Canadian and US tax
services.g)
    
    Approve all audit fees and terms.h)
    
    When there is to be a change in the auditor, review all issues relating to the change
including any reportable events.i)
    
    Review any engagements for non-audit services to be provided by the independent
auditors firm or affiliates, together with estimated fees and consider the independence of
the auditor.
 3)
    
    Risk Assessment and Risk Management
 a)
    
    Discuss with Corporation management guidelines and policies governing the risk
assessment and risk management processes.b)
    
    Review with Corporation management, the independent auditors, significant risks and
exposures. Review managements plans and processes to minimize such risks, including
insurance coverage.c)
    
    Evaluate whether Corporation management is adequately communicating the importance of
internal control to all relevant personnel.d)
    
    Periodically privately consult with the independent auditor about internal controls and
the completeness and accuracy of the Corporations financial statements.e)
    
    Review whether the internal control recommendations made by the internal auditors and
the independent auditor are being implemented by Corporation management and, if not, why
not.
 4)
    
    Compliance with Relevant laws and regulations
 a)
    
    Periodically obtain updates from the Corporations senior management regarding
procedures and processes to ensure compliance with applicable laws and regulations
(including but not limited to, securities, tax and environmental matters).
 5)
    
    Other Responsibilities
 a)
    
    Meet at least five times annually (for review of Q1, Q2 and Q3 interim reports as well
as pre and post audit) with Corporation management and the independent auditors in separate
sessions.b)
    
    Review President and Chief Executive Officers expenses and perquisites at least once a
year.c)
    
    Review all consulting fees paid by the Corporation to any organization where such fees
exceed $20,000 annually.d)
    
    Institute special investigations, if necessary, and hire special counsel or experts to
assist, if appropriate.e)
    
    Review and update this Charter at least annually, and obtain approval of changes from
the Board.




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f)
    
    Set clear hiring policies for employees or former employees of the independent
auditors.g)
    
    Review the procedures established for the receipt, retention, and treatment of
complaints received by the Corporation regarding accounting, internal accounting controls,
or auditing matters.
 6)
    
    Governance Duties
 a)
    
    Review the procedures established allowing the confidential, anonymous submission by
Corporation employees of concerns regarding questionable accounting or auditing matters and
resolution of such concerns, if any.b)
    
    Review with the Board, any issues that arise with respect to the quality or integrity
of the Corporations financial statements, the Corporations compliance with legal or
regulatory requirements and the performance and independence of the Corporations
independent auditors.c)
    
    Perform other oversight functions as requested by the Board.d)
    
    As considered necessary in the course of fulfilling Audit Committee duties, obtain
advice and assistance from outside legal, accounting or other advisors.e)
    
    Report after each meeting to the Board regarding actions taken and matters discussed by
the Committee.
 Organization of the Audit Committee
    Procedure Governing Errors or Misstatements in Financial Statements




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Limitation on Audit Committee Members Duties