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VICEROY EXPLORATION LTD.

Audit Committee Mandate & Charter

The responsibilities of the Audit Committee are as follows:

|1. | Assisting the Board of Directors in fulfilling
        its fiduciary responsibilities relating to the Company's accounting and
        reporting practices and the integrity of the Company's internal accounting
        controls and management information systems;                                                                                                                                                                                                                                           
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|2. | Managing the relationship with the auditor
        with respect to:                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|3. | Reviewing with the auditors, internal
        accountants and management of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                         
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|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|4. | Reviewing with the internal accountants
        and management of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|5. | Otherwise reviewing as required and reporting
        to the Board of Directors with respect to the adequacy of internal accounting
        and audit procedures and the adequacy of the Company's management information
        systems;                                                                                                                                                                                                                                                                       
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|6. | Otherwise ensuring that no restrictions
        are placed by management on the scope of the auditor's review and examination
        of the Company's accounts;                                                                                                                                                                                                                                                                                                                                                 
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|7. | Ensuring the independence of and recommending
        to the Board of Directors the firm of independent auditors to be nominated
        for appointment by the shareholders at the next annual general meeting;                                                                                                                                                                                                                                                                                                 
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|8. | Ensuring that methods are in place to
        allow any director, officer or employee to bring concerns to the attention
        of the Audit Committee and that those who do so are provided protection
        from any retaliatory action whatsoever. Mr. Robert Matthews, Chairman
        of the Audit Committee, has been designated as the person to whom such
        concerns should be addressed and is responsible for ensuring that such
        concerns are handled promptly and appropriately; and
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|9. | Meeting regularly at such times and places,
        engaging such advisors at the expense of the Company and undertaking such
        interviews and inquiries as the Committee sees fit for the purpose of
        carrying out this mandate.                                                                                                                                                                                                                                                                   

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