EXHIBIT 99.1

724 SOLUTIONS INC.

AUDIT COMMITTEE CHARTER

I.       PURPOSE

The Audit Committee (the Committee) of 724 Solutions Inc. (the Corporation) is a committee of the Board of Directors which has responsibility under the Corporations governing legislation to review the financial statements, accounting policies and reporting procedures of the Corporation.

The primary function of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing: the financial reports and other financial information provided by the Corporation to any governmental body or the public; the Corporations systems of internal controls regarding finance, accounting, and legal compliance that management and the Board have established; and the Corporations auditing, accounting and financial reporting processes generally. Consistent with this function, the Committee should encourage continuous improvement of, and should foster adherence to, the Corporations policies, procedures and practices at all levels.

The Committees primary duties and responsibilities are to:

| |     Serve   as an independent and objective party to monitor the Corporations financial   reporting process and the system of internal controls.
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| |     Monitor   the independence and performance of the Corporations external auditors and   internal auditing.                                   
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| |     Provide   an open avenue of communication among the independent auditors, financial and   senior management and the Board of Directors.      

The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter.

II.     COMPOSITION

| |     The   Committee shall be comprised of three or more directors, each of whom shall   be independent non-management directors,    as determined by the Board of Directors.  The composition of the Committee shall adhere to all applicable   laws and all requirements of the stock exchanges on which shares of the   Corporation are listed.  In   particular, the composition of the Committee shall be in accordance with (i)   Section 10A(m)(3) of the U.S. Exchange of 1934, as amended, (ii) the Nasdaq   listing standards regarding the composition of the Committee (including   Nasdaqs concept of independence) and the required qualifications and   experience of the members of the Committee, and (iii) Multilateral   Instrument 52-110 of the Canadian securities regulators, subject to any   exemptions or other relief that may be granted from time to time.
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| |     All   members of the Committee shall have a working familiarity with basic finance   and accounting practices, shall be financially literate (as defined in   Multilateral Instrument 52-110) and at least one member of the Committee   shall be a financial expert in accordance with applicable laws and all   requirements of the stock exchanges on which shares of the Corporation are   listed.
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| |     Members   of the Committee shall be elected by the Board at such times as shall be   determined by the Boardand shall serve until their successors   shall be duly elected.                                                                                                                                                                                                                             
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| |     Any   member of the Committee may be removed or replaced at any time by the Board   of Directors and shall cease to be a member of the Committee as soon as such   member ceases to be a director.                                                                                                                                                                                                      
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| |     The   members of the Committee shall be entitled to receive such remuneration for   acting as members of the Committee as the Board of Directors may from time to   time determine.                                                                                                                                                                                                                     

III.    MEETINGS

| |     The   Committee may appoint one of its members to act as Chairman of the   Committee.  The Chairman will appoint   a secretary who will keep minutes of all meetings (the Secretary).  The Secretary does not have to be a member   of the Committee or a director and can be changed by simple notice from the   Chairman.                                                                                                                                                                   
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| |     No   business may be transacted by the Committee except at a meeting at which a   quorum of the Committee is present or by a resolution in writing signed by   all members of the Committee.  A   majority of the members of the Committee shall constitute a quorum, provided   that if the number of members of the Committee is an even number, one half of   the number of members plus one shall constitute a quorum.                                                                      
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| |     The   Committee will meet as many times as is necessary to carry out its   responsibilities but in no event will the Committee meet less than four times   a year.  The Committee shall meet   periodically, but at least once annually with the independent auditors, with   management not present. In addition, the Committee shall meet with the   independent auditors and management at least quarterly to review the   Corporations financial statements and the related press releases.
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| |     The   time at which, and the place where, the meetings of the Committee shall be   held, the calling of meetings and the procedure in all respects of such   meetings shall be determined by the Committee, unless otherwise provided for   in the by-laws of the Corporation or otherwise determined by resolution of   the Board of Directors.                                                                                                                                                



| |     The   Committee may invite to, or require the attendance at, any meeting of the   Committee such officers and employees of the Corporation, legal counsel or   other persons as it deems necessary in order to perform its duties and   responsibilities.  The internal and   external auditors should also be requested or required to attend meetings of   the Committee and make presentations to the Committee as appropriate.                                                                                                       
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| |     Subject   to the provisions of the Corporations governing legislation and applicable   laws, regulations and stock exchange rules, if required for expediency or to   prevent loss to the Corporation, the Chairman of the Committee may exercise   the powers of the Committee in between meetings of the Committee.  In such event, the Chairman shall   immediately report to the members of the Committee and the actions or   decisions taken in the name of the Committee shall be recorded in the   proceedings of the Committee.

IV.     RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Committee shall:

Documents/ Reports Review

| |     Review   and recommend to the Corporations Governance, Nomination, Human Resources   and Compensation Committee any revisions or updates to this Charter for it to   then put them forward for approval by the Board. This should be done periodically,   but at least annually, as conditions dictate.                                                                                                                                                                                                                                                                                                                                                
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| |     Prior   to public disclosure, review the interim quarterly financial statements and   the annual audited financial statements (including the Corporations   disclosures under Managements Discussion and Analysis of Financial   Condition and Results of Operations), and the related press releases of the   Corporation with the Corporations management and independent auditors and   report thereon to the Board of Directors. As part of this review, the   Committee shall review with management the risk factors and any cautionary   language set out in the related filings and recommend any required or desired   amendments thereto.
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| |     Ensure   that adequate procedures are in place for the review of the Corporations   public disclosure of financial information extracted or derived from the   financial statements and periodically review the adequacy of those   procedures.                                                                                                                                                                                                                                                                                                                                                                                                        
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| |     Establish   policies, procedures and guidelines, as appropriate, with respect to   providing financial information and earnings guidance to analysts. Generally,   the Committee will discuss with management any financial information and   earnings guidance provided to analysts. These discussions, however, need not   occur in advance of each provision of guidance.                                                                                                                                                                                                                                                                            
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| |     Satisfy   itself, on behalf of the Board of Directors, that the Corporations quarterly   and annual audited financial statements are fairly presented both in   accordance with generally accepted accounting principles and otherwise, and   recommend to the Board of Directors whether the quarterly and annual   financial statements should be approved.                                                                                                                                                                                                                                                                                          



| |     Satisfy   itself, on behalf of the Board of Directors, that the information contained   in the Corporations quarterly financial statements, Annual Report to   Shareholders and other financial publications, such as Managements   Discussion and Analysis of Financial Condition and Results of Operations, the   Annual Information Form and similar documentation required pursuant to   applicable laws, rules and regulations does not contain any untrue statement   of any material fact or omit to state a material fact that is required or   necessary to make a statement not misleading, in light of the circumstances   under which it was made.
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| |     Review   any financial reports or other financial information of the Corporation   submitted to any governmental body or the public, including any   certification, report, opinion, or review rendered by the independent   auditors.                                                                                                                                                                                                                                                                                                                                                                                                                          
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| |     Have   the right, for the purpose of performing their duties: (i) to inspect all the   books and records of the Corporation and its subsidiaries; (ii) to discuss   such accounts and records and any matters relating to the financial position   of the Corporation with the officers and auditors of the Corporation and its   subsidiaries; (iii) to commission reports or supplemental information   relating thereto; and any member of the Committee may require the auditors to   attend any or every meeting of the Committee; and (iv) to engage such   independent counsel and other advisors as are necessary in the Committees   determination.   
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| |     Permit   the Board of Directors to refer to the Committee such matters and questions   relating to the financial position of the Corporation and its affiliates or   the reporting related thereto as the Board of Directors may from time to time   see fit.                                                                                                                                                                                                                                                                                                                                                                                                   

Independent Auditors

The independent auditors are ultimately accountable to the Committee and report directly to the Committee.  Accordingly, the Committee will evaluate and be responsible for the Corporations relationship with the independent auditors.  Specifically, the Committee will:

| |     Be   directly and solely responsible for recommending to shareholders the   appointment of the Corporations independent auditors, and the retention, termination,   compensation, evaluation and oversight of the work of the Corporations   independent auditors, with such auditors being ultimately accountable to the   Board and the Committee.
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| |     Act   as the Corporations independent auditors channel of direct communication to   the Corporation and directly oversee the work of the independent auditors   including the resolution of disagreements between management and the   independent auditors regarding financial reporting. In this regard, the Committee   shall, among other things, receive and review all reports and recommendations   from the Corporations independent auditors, including the independent   auditors timely reports of:
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 1.                                                                                                                                                                                                                                                                                                            | all critical   accounting policies and practices to be used;                                                                                                                                                                                                                                                                
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 2.                                                                                                                                                                                                                                                                                                            | all   alternative treatments of financial information within generally accepted   accounting principles that have been discussed with the Corporations   management, ramifications of the use of such alternative disclosures and   treatments, and the treatment preferred by the Corporations independent   auditor; and
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 3.                                                                                                                                                                                                                                                                                                            | other   material written communications between the independent auditor and the   Corporations management, such as any management letter or schedule of   unadjusted differences.                                                                                                                                          
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| |     Satisfy   itself, on behalf of the Board of Directors, that the Corporations auditors   are independent of management, within the meaning given to such term in the   rules and pronouncements of the applicable regulatory authorities and   professional governing bodies.  In furtherance of the foregoing, the Committee shall   request that the independent auditors, at least annually, provide a formal   written statement delineating all relationships between the independent   auditors and the Corporation consistent with Independence Standards Board   (ISB) Standard No. 1., and request information from the independent auditors   and management to determine the presence or absence of a conflict of   interest.  The Committee shall   actively engage the auditors in a dialogue with respect to any disclosed   relationships or services that may impact the objectivity and independence of   the auditors.  The
Committee shall   take, or recommend that the full Board take, appropriate action to oversee   the independence of the auditors.
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| |     Ensure   that rotation of the independent auditors audit partners satisfies   regulatory requirements, and set policies about hiring current or former   employees or partners of the independent auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| |     Be   responsible for pre-approving, at least annually, all audit and non-audit   services provided by the Corporations independent auditors; provided,   however, that the Committee shall have the authority to delegate such   responsibility to one or more of its members to the extent permitted under applicable   law and stock exchange rules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| |     Ensure   that the Corporations independent auditors do not perform any non-audit   services that are prohibited by law or regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |     Annually   review and evaluate the performance of the Corporations auditors, including   a review and evaluation of the lead partner, taking into account the opinions   of management, and make recommendations to the Board of Directors as to   whether or not to continue to engage those auditors.



|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     Determine   and review the remuneration of the Corporations auditors and any independent   advisors (including independent counsel) to the Committee.
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|                                                    |     Satisfy   itself, on behalf of the Board of Directors, that the audit function has been   effectively carried out and that any matter which the independent auditors   wish to bring to the attention of the Board of Directors (including any audit   problems or difficulties encountered in the course of the audit work, and   managements responses) has been addressed and that there are no unresolved   differences with the auditors.                                                                                                                                                                                           
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|Financial Reporting Processes and Risk   Management
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|                                                    |     Review   the audit plan of the external auditors for the current year and review   advice from the external auditors relating to management and internal   controls and the Corporations responses to the suggestions made therein.                                                                                                                                                                                                                                                                                                                                                                                                        
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|                                                    |     Monitor   the Corporations internal accounting controls, informational gathering   systems and management reporting on internal control. In this regard, the Committee   will receive regular reports from management on the Corporations compliance   with Section 404 of the Sarbanes Oxley Act and any similar requirements under   Canadian securities laws.                                                                                                                                                                                                                                                                          
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|                                                    |     Review   with management and the auditors the relevance and appropriateness of the   Corporations accounting policies and review and approve all significant   changes to such policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|                                                    |     Satisfy   itself, on behalf of the Board of Directors, that the Corporation has   implemented appropriate systems of internal control over financial reporting   and the safeguarding of the Corporations assets and other risk management   functions (including the identification of significant risks and the   establishment of appropriate procedures to manage those risks and the monitoring   of corporate performance in light of applicable risks) affecting the   Corporations assets, management, financial and business operations and the   health and safety of its employeesand that these   are operating effectively.
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|                                                    |     Review   and approve the Corporations investment and treasury policies and monitor   compliance with such policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|                                                    |     Establish   procedures for the receipt and treatment of (i) complaints received by the   Corporation regarding accounting, controls, financial reporting or auditing   matters and (ii) confidential, anonymous submissions by the Corporations   employees of concerns regarding questionable accounting or auditing, or with   respect to internal or disclosure controls or financial reporting.                                                                                                                                                                                                                                        



|Legal and Regulatory Compliance    
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|Code of Business Conduct and Ethics
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|Budgets                            
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|General                            
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