Exhibit 99.3**MFC Bancorp Ltd.****Nominating and Corporate Governance Committee Charter****I. Purpose of Nominating and Corporate Governance Committee of MFC Bancorp Ltd. (the “Corporation”)**The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to: 1. Identify individuals qualified to become directors on the Board of Directors ofthe Corporation (the “Board”) or any of its committees, consistent with criteriaapproved by the Board, and to select, or to recommend that the Board select, suchdirector nominees, whether at the next annual meeting of the shareholders or otherwise.  2. Periodically evaluate the qualifications and independence of each director onthe Board or its various committees and recommend to the Board, as the Committee maydeem appropriate, any recommended changes in the composition of the Board or any of itscommittees.  3. Develop and recommend to the Board corporate governance principles applicableto the Corporation.  4. Annually assess the performance of the Board.  5. Take such other actions within the scope of this Nominating and CorporateGovernance Committee Charter (this “Charter”) as the Board may assign to the Committeefrom time to time or as the Committee deems necessary or appropriate.The Committee will primarily fulfill these responsibilities by carrying out the activitiesenumerated in Section VII below of this Charter.The basic responsibility of the directors of the Committee is to exercise their business judgmentto act in what they reasonably believe to be in the best interests of the Corporation and itsshareholders. In discharging that responsibility, the Committee should be entitled to rely on thehonesty and integrity of the Corporation’s senior executives and its outside advisors and auditors,to the extent it deems necessary or appropriate.**II. Composition**The Committee shall be composed of members of our Board, the number of which shall be fixed fromtime to time by resolution adopted by the Board. Each director of the Committee shall bedetermined by the Board to satisfy the independence requirements established by the rules andregulations of the Securities and Exchange Commission (the “SEC”) and The Nasdaq Stock Market(“Nasdaq”); provided that one director who does not meet the Nasdaq independence

 

- 2 -criteria may serve on the Committee pursuant to the “exceptional and limited circumstances”exception as provided under the rules of Nasdaq.**III. Authority**The Committee shall have the authority to (i) retain (at the Corporation’s expense) its own legalcounsel and other advisors and experts that the Committee believes, in its sole discretion, areneeded to carry out its duties and responsibilities, including, without limitation, the retentionof a search firm to assist the Committee in identifying, screening and attracting directornominees; and (ii) conduct investigations that it believes, in its sole discretion, are necessaryto carry out its responsibilities. In addition, the Committee shall have the authority to requestany officer, director or employee of the Corporation, or any other persons whose advice and counselare sought by the Committee, such as members of the Corporation’s management or the Corporation’soutside legal counsel and independent accountants, to meet with the Committee or any of itsadvisors and to respond to their inquiries.The Committee may form subcommittees for any purpose that the Committee deems appropriate and maydelegate to such subcommittees such power and authority as the Committee deems appropriate.**IV. Appointing Members**The members of the Committee shall be appointed or re-appointed by the Board on an annual basis.Each member of the Committee shall continue to be a member thereof until such member’s successor isappointed, or unless such member shall resign or be removed by the Board. The Board may remove orreplace any member of the Committee at any time. However, a member of the Committee shallautomatically cease to be a member of the Committee upon either ceasing to be a director of theBoard or ceasing to be “independent” as required in Section II above of this Charter. Vacancies onthe Committee will be filled by the Board.**V. Chairperson**The Board, or in the event of its failure to do so, the directors of the Committee, must appoint achairperson from the directors of the Committee (the “Chairperson”). If the Chairperson of theCommittee is not present at any meeting of the Committee, an acting Chairperson for the meetingshall be chosen by majority vote of the Committee from among the directors present. In the case ofa deadlock on any matter or vote, the Chairperson shall refer the matter to the Board. TheCommittee may appoint a secretary who need not be a director of the Board or Committee.**VI. Meetings**The time and place of meetings of the Committee and the procedure at such meetings shall bedetermined from time to time by the directors thereof provided that: 1. A quorum for meetings shall be two directors, present in person or by telephoneor other telecommunication device that permits all persons participating in the meetingto speak and hear each other. The Committee shall act on the affirmative

 

- 3 -   vote of a majority of directors present at a meeting at which a quorum is present.The Committee may also act by unanimous written consent in lieu of meeting.  2. The Committee shall meet as often as it deems necessary, but not lessfrequently than once each year.  3. Notice of the time and place of every meeting shall be given in writing orfacsimile communication to each director of the Committee at least 72 hours prior tothe time of such meeting.The Committee shall maintain written minutes of its meetings, which minutes will be filed with theminutes of the meetings of the Board. The Committee shall make regular reports of its meetings tothe Board, directly or through its Chairperson, accompanied by any recommendations to the Boardapproved by the Committee.**VII. Specific Duties**In meeting its responsibilities, the Committee is expected to: 1. Review the suitability of each Board director for continuing service when hisor her term expires or when he or she has a significant change in status.  2. As needed, seek and evaluate qualified individuals to become new directors andserve on the Board. Review and develop the Board’s criteria for selecting such newdirectors, including standards for director independence. Select or recommend that theBoard select such director nominees for the annual meeting of the shareholders of theCorporation. Consider any nominations for Board directors validly made by theshareholders of the Corporation.  3. Evaluate the size and composition of the Board, develop criteria for Boarddirectorship, and evaluate the independence of existing and prospective directors.  4. Review from time to time the structure of the Board’s various committees andreview and make recommendations to the Board concerning qualifications, appointment andremoval of directors from such committees.  5. Develop and recommend to the Board a set of corporate governance guidelinesapplicable to the Corporation.  6. Monitor and assess the Corporation’s compliance with the corporate governancerequirements established by Nasdaq, the requirements established under theSarbanes-Oxley Act of 2002 and other applicable corporate governance laws andregulations.  7. Take such steps as the Committee deems necessary or appropriate with respect tothe oversight and review of the Corporation’s process for providing information to theBoard, assessing the channels through which information is received, and the qualityand timeliness of the information received.

 

- 4 - 8. Develop procedures for and conduct the annual review of the performance of theBoard, and report annually to the Board with an assessment of the Board’s performance,to be discussed with the full Board following the end of each fiscal year.  9. Establish the standards for and annually review and evaluate each Boardcommittee’s annual self-performance evaluation and provide a report on such evaluationsto the Board.  10. Oversee the Board’s evaluation of senior management.  11. Make recommendations and report to the Board and other Board committees withrespect to nominating and corporate governance policies of the Corporation or any ofthe foregoing matters.  12. Take such steps as the Committee deems necessary or appropriate with respect toorienting new directors and continuing education for existing directors.  13. In its sole discretion, retain, amend the engagement with, and terminate anysearch firm used to assist the Committee in identifying, screening and attractingdirector nominees. The Committee shall also have the sole authority to approve the feesand other retention terms of the search firms and to cause the Corporation to pay suchfees and expenses of such search firms. The Committee shall also have the authority, inits sole discretion, to obtain advice and assistance from internal or external legal,accounting or other advisors, to approve the fees and expenses of such outsideadvisors, and to cause the Corporation to pay such fees and expenses of such outsideadvisors.  14. Review and evaluate at least annually its own performance with respect to itsnominating and governance functions, and to submit itself to the review and evaluationof the Board.  15. Review and assess the adequacy of this Charter at least annually and recommendany proposed changes to the Board for approval.  16. Perform such other functions consistent with this Charter, the Corporation’sbylaws and governing law, as the Committee or the Board deems necessary or appropriate.