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EXHIBIT 15.1

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RICHMONT MINES INC.
AUDIT COMMITTEE CHARTERThe Audit Committee of Richmont Mines Inc.
(the "Company") is a standing committee of the Board of Directors whose primary
function is to carry out a detailed and thorough review of audit matters, to be
responsible for the oversight of the work of any accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other audit or
review services for the Company (including resolution of disagreements between
management and the auditor regarding financial reporting), to consider and
approve related party transactions and to offer the Company's auditors,
shareholders and employees a direct link to the non-executive directors. This
Committee will assist the Board in fulfilling its oversight responsibilities by
reviewing the financial information which will be provided to the shareholders
and others, the internal control structure, the audit process, and adherence to
applicable laws and regulations. In carrying out its duties, the Committee will
apply reasonable materiality standards to all of its activities.
The Audit Committee shall be comprised of
three directors as determined by the Board, each of whom shall be unrelated
directors, free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgement as a member of
the Committee.
All members of the Audit Committee shall be
financially literate and have a working familiarity with basic finance and
accounting practices. At least one member of the Committee shall have accounting
or related financial management expertise. The definition of "financially
literate" is the ability to read and understand a balance sheet, an income
statement and a cash flow statement. The definition of "accounting or related
financial management expertise" is the ability to analyse and interpret a full
set of financial statements, including the notes attached thereto, in accordance
with generally accepted accounting principles.
The members of the Committee shall be elected
by the Board at its first meeting following the annual shareholders' meeting.
Unless a Chairman is elected by the full Board, the members of the Committee
shall 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 of
the members shall constitute quorum. The Committee may ask members of management
or others to attend meetings and provide pertinent information as necessary. The
meetings may be in person or by telephone.
The Committee shall have the power to conduct
or authorize investigations into any matters within the Committee's scope of
responsibilities. The resources of the Company shall be available to the
Committee to carry out its duties and, if need be, the Committee may (at the
Company's cost) take external professional advice and invite outsiders with
relevant experience to attend if necessary.
1AUDIT COMMITTEE MANDATE

1. The Committee
  shall recommend to the Board the engagement and retention of the external
  auditors, evaluate the auditors' performance and qualifications and be
  directly responsible for the oversight of their work. The Committee will also
  periodically consider the independence of the auditors, including an annual
  review of any non-audit services provided and related fees received. This
  evaluation and review should include the evaluation and review of the lead
  partner of the auditing firm including such partner's regular rotation as
  required by law. In making its evaluations, the Audit Committee should take
  into account the opinions of management and especially the personnel
  responsible for its internal financial control, and shall present its
  conclusions to the Board.
2. The Committee shall pre-approve all
  permissible non-audit services and all audit, review or other engagements, and
  advise the Board on compensation, fees and terms for such services provided by
  the auditors. The Committee shall establish policies and procedures as
  warranted for the pre-approval of services by the auditors and review such
  proposed services on a periodic basis. The Audit Committee shall also consider
  whether the auditor's performance of permissible non-audit services is
  compatible with the auditor's independence. The Audit Committee shall also
  review with the auditor any written statement from the auditor concerning any
  relationships between the auditor and the Company or any other relationships
  that may adversely affect the independence of the auditor.
3. The Committee shall discuss with the
  auditors, in October of each year before the annual audit commences, the
  nature, scope and timing of the audit and ensure coordination 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 to loss or liability facing the Company
  and inquire as to the steps management has taken to minimize such risks.
5. The Committee shall consider, in
  consultation with the auditors and the Vice-President, Finance, the scope and
  budget of the annual audit to ensure completeness of coverage, reduction in
  redundant efforts, and the effective use of audit resources.
6. With respect to the annual external audit of the Company,
  the Committee shall review with the Vice-President, Finance, management and
  the auditors:

> a) the Company's
>     annual financial statements and accompanying notes and the auditors' report
>     thereon, including the Company's specific disclosures under related
>     "Management Discussion and Analysis" in its report and on Form 20-F, and in
>     all other comparable disclosures required under the Company's public
>     filings, related press releases, the adequacy of the Company's internal
>     controls including management's evaluation of and report on the Company's
>     disclosure controls and procedures and internal controls, any significant
>     recommendations the auditors and management may offer to improve disclosure
>     controls and procedures and internal

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controls, major judgmental areas, and significant
    adjustments resulting from the audit;
    b) any significant reserves,
    accruals or estimates which may have a material impact on the financial
    statements, including mineral reserves;
    c)any difficulties or
    disputes with management encountered by the auditors during the course of
    the audit, including any restrictions on the scope of the auditors' work or
    access to required information and any instances of second opinions sought
    by management;

d)management letters from
    the auditors;

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

f)review any material
    related party transactions; and

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

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

1. With respect to the
  unaudited quarterly reports of the Company, the Committee shall consider and
  review with management and the Vice-President, Finance:

> a) the Company's
>     quarterly financial statements and accompanying notes, including the
>     Company's specific disclosures under related "Management Discussion and
>     Analysis" in its report and in all other comparable disclosures required
>     under the Company's public filings, related press releases, the adequacy of
>     the Company's internal controls including management's evaluation of and
>     report on the Company's disclosure controls and procedures and internal
>     controls, any significant recommendations management may offer to improve
>     disclosure controls and procedures and internal controls, and major
>     judgmental areas;
>     b) any significant reserves,
>     accruals or estimates which may have a material impact on the financial
>     statements, including mineral reserves; and
>     c) review any material related
>     party transactions.

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Following its review, the Committee shall
  provide a recommendation to the Board for the inclusion of the unaudited
  quarterly statements in the quarterly reports and in other related public
  filing documents that require approval of the Board of Directors including
  press releases.
The Committee shall consider with management
  and the auditors the possible impact of any pending changes in accounting
  standards or rules or any significant changes in the Company's accounting
  policies.
  The Committee shall meet as needed with the Company's legal
  advisor to review legal and regulatory matters, including any material pending
  legal proceedings involving the
  Company and any reports received from
  regulators that may have a material impact on the
  Company's financial statements,
  environmental compliance and financial liabilities or reserves.
  The Committee shall meet periodically with
  the auditors in separate executive sessions, without any member of senior
  management present, to discuss any matters that they or the Committee believe
  should be discussed privately with the Committee.
  The Committee shall report its actions to
  the Board of Directors with such recommendations as the Committee may deem
  appropriate. Minutes will be taken for each Committee meeting which will be
  approved at its next meeting.
  The Committee shall review with the
  Vice-President, Finance, legal advisors, and the auditors, as appropriate, the
  results of their review of the Company's Code of Ethics for Financial
  Reporting Officers and other internal policies having application.
  The Committee shall, if appropriate, review
  any letter to be included in the Annual Report that describes the Committee's
  composition and responsibilities and how such were discharged.
  The Committee shall consult as required with the Company's
  Compensation Committee with respect to compensation of the Chairman and senior
  executives.
  Other responsibilities of the Committee shall include:

a) reviewing the appointment and
    termination of the Vice-President, Finance;
    b) reviewing the
    adequacy of this Audit Committee Charter annually and evaluate the
    performance of the Audit Committee every two years, and recommend such
    changes in the Charter as the Audit Committee may determine from time to
    time are appropriate;
    c) orientation and training as
    needed for members of the Committee;
    d)reviewing with management
    and the auditors the potential risks facing the Company,

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the steps management is taking to mitigate such risks, and
    the adequacy of public disclosure of these risks; and
    e)receiving, considering
    and responding to complaints received by the Company regarding questionable
    accounting or auditing matters and internal accounting controls, and in that
    connection:

> i)providing for the
>       confidential, anonymous submission by employees and others of concerns
>       regarding questionable accounting or auditing matters, or internal
>       accounting controls;
>       ii)if warranted,
>       conducting investigations of management and others to determine the merits
>       of any such concerns;
>       iii)retaining independent
>       counsel and other advisors if warranted to assist the Committee in
>       connection with any such investigation;
>       iv)making recommendations
>       for any remedial action to be taken by the Company, if warranted, to
>       correct any questionable accounting or auditing matter; and
>       v)if material,
>       recommending the disclosure both to the public and to appropriate
>       regulatory agencies of the results of any such investigation and any
>       remedial action to be taken by the Company in response thereto.

1. The Committee shall perform such other duties and
  responsibilities as may be assigned to it from time to time by the Board.
2. The Committee shall circulate approved minutes of its
  meetings to all members of the Board.

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