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EXHIBIT 15.1 

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**RICHMONT MINES INC. 

AUDIT COMMITTEE CHARTER**
The Audit Committee of Richmont Mines Inc.(the "Company") is a standing committee of the Board of Directors whose primaryfunction is to carry out a detailed and thorough review of audit matters, to beresponsible for the oversight of the work of any accounting firm engaged for thepurpose of preparing or issuing an audit report or performing other audit orreview services for the Company (including resolution of disagreements betweenmanagement and the auditor regarding financial reporting), to consider andapprove related party transactions and to offer the Company's auditors,shareholders and employees a direct link to the non-executive directors. ThisCommittee will assist the Board in fulfilling its oversight responsibilities byreviewing the financial information which will be provided to the shareholdersand others, the internal control structure, the audit process, and adherence toapplicable laws and regulations. In carrying out its duties, the Committee willapply reasonable materiality standards to all matters under review. 

The Audit Committee shall be comprised ofthree directors as determined by the Board, each of whom shall be unrelateddirectors, free from any relationship that, in the opinion of the Board, wouldinterfere with the exercise of his or her independent judgement as a member ofthe Committee. 

All members of the Audit Committee shall befinancially literate and have a working familiarity with basic finance andaccounting practices. At least one member of the Committee shall have accountingor related financial management expertise. The definition of "financiallyliterate" is the ability to read and understand a balance sheet, an incomestatement and a cash flow statement. The definition of "accounting or relatedfinancial management expertise" is the ability to analyse and interpret a fullset of financial statements, including the notes attached thereto, in accordancewith generally accepted accounting principles. 

The members of the Committee shall be electedby the Board at its first meeting following the annual shareholders' meeting.Unless a Chairman is elected by the full Board, the members of the Committeeshall designate a Chairman by a majority vote of the full Committee membership.

The Committee shall meet at least quarterly.No meeting shall be held unless a quorum of members is present. A majority ofthe members shall constitute quorum. The Committee may ask members of managementor others to attend meetings and provide pertinent information as necessary. Themeetings may be in person or by telephone. 

The Committee shall have the power to conductor authorize investigations into any matters within the Committee's scope ofresponsibilities. The resources of the Company shall be available to theCommittee to carry out its duties and, if need be, the Committee may (at theCompany's cost) take external professional advice and invite outsiders withrelevant experience to attend if necessary. 

**Audit Committee Mandate**
1.  The Committee shall recommend to the Board the engagement and retention of theexternal auditors, evaluate the auditors' performance and qualifications and bedirectly responsible for the oversight of their work. The Committee will alsoperiodically consider the independence of the auditors, including an annualreview of any non-audit services provided and related fees received. Thisevaluation and review should include the evaluation and review of the leadpartner of the auditing firm including such partner's regular rotation asrequired by law. In making its evaluations, the Audit Committee should take intoaccount the opinions of management and especially the personnel responsible forits internal financial control, and shall present its conclusions to the Board.

2.  The Committee shall pre-approve all permissible non-audit services and allaudit, review or other engagements, and advise the Board on compensation, feesand terms for such services provided by the auditors. The Committee shallestablish policies and procedures as warranted for the pre-approval of servicesby the auditors and review such proposed services on a periodic basis. The AuditCommittee shall also consider whether the auditor's performance of permissiblenon-audit services is compatible with the auditor's independence. The AuditCommittee shall also review with the auditor any written statement from theauditor concerning any relationships between the auditor and the Company or anyother relationships that may adversely affect the independence of the auditor.

3.  The Committee shall discuss with the auditors, in October of each year beforethe annual audit commences, the nature, scope and timing of the audit and ensurecoordination if more than one audit firm is involved. 

4.  The Committee shall inquire of management, the auditors, the Vice-President,Finance and the Chief Executive Officer about significant risks or exposures toloss or liability facing the Company and inquire as to the steps management hastaken to minimize such risks. 

5.  The Committee shall consider, in consultation with the auditors and theVice-President, Finance, the scope and budget of the annual audit to ensurecompleteness of coverage, reduction in redundant efforts, and the effective useof audit resources. 

6.   Withrespect to the annual external audit of the Company, the Committee shall reviewwith the Vice-President, Finance, management and the auditors: 

a)the Company's annual financial statements and accompanying notes and theauditors' report thereon, including the Company's specific disclosures underrelated "Management Discussion and Analysis" in its report and on Form 20-F, andin all other comparable disclosures required under the Company's public filings,related press releases, the adequacy of the Company's internal controlsincluding management's evaluation of and report on the Company's disclosurecontrols and 

procedures andinternal controls, any significant recommendations the auditors and managementmay offer to improve disclosure controls and procedures and internal controls,major judgmental areas, and significant adjustments resulting from the audit;

b) any significantreserves, accruals or estimates which may have a material impact on thefinancial statements, including mineral reserves; 

c)any difficulties or disputes with management encountered by the auditors duringthe course of the audit, including any restrictions on the scope of theauditors' work or access to required information and any instances of secondopinions sought by management; 

d) managementletters from the auditors; 

e)other matters related to the conduct of the audit, including the adequacy of theCompany's internal controls and any significant findings during the year andmanagement's responses thereto; 

f) review anymaterial related party transactions; and 

g)review the performance of the Company's internal accounting department andprovide a direct line of communication between that department, the auditors andthe Board of Directors. 

7.Following its review, the Committee shall provide a recommendation to the Boardfor the inclusion of the financial statements in the Company's Annual Report, inForm 20-F, and in other related public filing documents that require approval ofthe Board of Directors including press releases. 

8. With respect tothe unaudited quarterly reports of the Company, the Committee shall consider andreview with management and the Vice-President, Finance: 

a)the Company's quarterly financial statements and accompanying notes, includingthe Company's specific disclosures under related "Management Discussion andAnalysis" in its report and in all other comparable disclosures required underthe Company's public filings, related press releases, the adequacy of theCompany's internal controls including management's evaluation of and report onthe Company's disclosure controls and procedures and internal controls, anysignificant recommendations management may offer to improve disclosure controlsand procedures and internal controls, and major judgmental areas; 

b) any significantreserves, accruals or estimates which may have a material impact on thefinancial statements, including mineral reserves; and 

c) review anymaterial related party transactions. 

Following its review,the Committee shall provide a recommendation to the Board for the inclusion ofthe unaudited quarterly statements in the quarterly reports and in other relatedpublic filing documents that require approval of the Board of Directorsincluding press releases. 

9.  The Committee shall consider with management and the auditors the possibleimpact of any pending changes in accounting standards or rules or anysignificant changes in the Company's accounting policies. 

10.  TheCommittee shall meet as needed with the Company's legal advisor to review legaland regulatory matters, including any material pending legal proceedingsinvolving the Company and any reports received from regulators that may have amaterial impact on the Company's financial statements, environmental complianceand financial liabilities or reserves. 

11. The Committee shall meet periodically with the auditors in separate executivesessions, without any member of senior management present, to discuss anymatters that they or the Committee believe should be discussed privately withthe Committee. 

12.The Committee shall report its actions to the Board of Directors with suchrecommendations as the Committee may deem appropriate. Minutes will be taken foreach Committee meeting which will be approved at its next meeting. 

13.The Committee shall review with the Vice-President, Finance, legal advisors, andthe auditors, as appropriate, the results of their review of the Company's Codeof Ethics for Financial Reporting Officers and other internal policies havingapplication. 

14.  TheCommittee shall, if appropriate, review any letter to be included in the AnnualReport that describes the Committee's composition and responsibilities and howsuch were discharged. 

15.  TheCommittee shall consult as required with the Company's Compensation Committeewith respect to compensation of the Chairman and senior executives. 

16.  Otherresponsibilities of the Committee shall include: 

a) reviewing theappointment and termination of the Vice-President, Finance; 

b)reviewing the adequacy of this Audit Committee Charter annually and evaluate theperformance of the Audit Committee every two years, and recommend such changesin the Charter as the Audit Committee may determine from time to time areappropriate; 

c) orientation andtraining as needed for members of the Committee; 

d) reviewing withmanagement and the auditors the potential risks facing the Company, 

the steps management is taking tomitigate such risks, and the adequacy of public disclosure of these risks; and

e)receiving, considering and responding to complaints received by the Companyregarding questionable accounting or auditing matters and internal accountingcontrols, and in that connection: 

i)providing for the confidential, anonymous submission by employees and others ofconcerns regarding questionable accounting or auditing matters, or internalaccounting controls; 

ii) if warranted,conducting investigations of management and others to determine the merits ofany such concerns; 

iii) retainingindependent counsel and other advisors if warranted to assist the Committee inconnection with any such investigation; 

iv)making recommendations for any remedial action to be taken by the Company, ifwarranted, to correct any questionable accounting or auditing matter; and 

v)if material, recommending the disclosure both to the public and to appropriateregulatory agencies of the results of any such investigation and any remedialaction to be taken by the Company in response thereto. 

17. The Committeeshall perform such other duties and responsibilities as may be assigned to itfrom time to time by the Board. 

18. The Committeeshall circulate approved minutes of its meetings to all members of the Board.