----

**EXHIBIT 15.1**

**RICHMONT MINESINC.**

**AUDIT COMMITTEE CHARTER** 

The Audit Committee of Richmont Mines Inc. (the "Company") is astanding committee of the Board of Directors whose primary function is to carryout a detailed and thorough review of audit matters, to be responsible for theoversight of the work of any accounting firm engaged for the purpose ofpreparing or issuing an audit report or performing other audit or reviewservices 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 of three directors asdetermined by the Board, each of whom shall be unrelated directors, free fromany relationship that, in the opinion of the Board, would interfere with theexercise of his or her independent judgement as a member of the Committee.

 

All members of the Audit Committee shall be financially literateand have a working familiarity with basic finance and accounting practices. Atleast one member of the Committee shall have accounting or related financialmanagement expertise. The definition of "financially literate" is the ability toread and understand a balance sheet, an income statement and a cash flowstatement. The definition of "accounting or related financial managementexpertise" is the ability to analyse and interpret a full set of financialstatements, including the notes attached thereto, in accordance with generallyaccepted accounting principles. 

The members of the Committee shall be elected by the Board at itsfirst meeting following the annual shareholders’ meeting. Unless a Chairman iselected by the full Board, the members of the Committee shall designate aChairman by a majority vote of the full Committee membership.

 

The Committee shall meet at least quarterly. No meeting shall beheld unless a quorum of members is present. A majority of the members shallconstitute quorum. The Committee may ask members of management or others toattend meetings and provide pertinent information as necessary. The meetings maybe in person or by telephone.

 

The Committee shall have the power to conduct or authorizeinvestigations 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 andretention of the external auditors, evaluate the auditors’ performance andqualifications and be directly responsible for the oversight of their work. TheCommittee will also periodically consider the independence of the auditors,including an annual review of any non-audit services provided and related feesreceived. This evaluation and review should include the evaluation and review ofthe lead partner of the auditing firm including such partner’s regular rotationas required by law. In making its evaluations, the Audit Committee should takeinto account the opinions of management and especially the personnel responsiblefor its internal financial control, and shall present its conclusions to theBoard.

 

2.

The Committee shall pre-approve all permissible non-auditservices and all audit, review or other engagements, and advise the Board oncompensation, fees and terms for such services provided by the auditors. TheCommittee shall establish policies and procedures as warranted for thepre-approval of services by the auditors and review such proposed services on aperiodic basis. The Audit Committee shall also consider whether the auditor’sperformance of permissible non-audit services is compatible with the auditor’sindependence. The Audit Committee shall also review with the auditor any writtenstatement from the auditor concerning any relationships between the auditor andthe Company or any other relationships that may adversely affect theindependence of the auditor.

 

3.

The Committee shall discuss with the auditors, in October of eachyear before the annual audit commences, the nature, scope and timing of theaudit and ensure coordination if more than one audit firm is involved. 

4.

The Committee shall inquire of management, the auditors, theVice-President, Finance and the Chief Executive Officer about significant risksor exposures to loss or liability facing the Company and inquire as to the stepsmanagement has taken to minimize such risks. 

5.

The Committee shall consider, in consultation with the auditorsand the Vice-President, Finance, the scope and budget of the annual audit toensure completeness of coverage, reduction in redundant efforts, and theeffective use of audit resources.

 

6.

With respect to the annual external audit of the Company, theCommittee shall review with the Vice-President, Finance, management and theauditors:

 

a)

the Company’s annual financial statements and accompanying notesand the auditors’ report thereon, including the Company’s specific disclosuresunder related "Management Discussion and Analysis" in its report and on Form20-F, and in all other comparable disclosures required under the Company’spublic filings, related press releases, the adequacy of the Company’s internalcontrols including management’s evaluation of and report on the Company’sdisclosure controls and procedures and internal controls, any significantrecommendations the auditors and management may offer to improve disclosurecontrols and procedures and internal controls, major judgmental areas, andsignificant adjustments resulting from the audit;

 

 

b)

any significant reserves, accruals or estimates which may have amaterial impact on the financial statements, including mineral reserves;

 

c)

any difficulties or disputes with management encountered by theauditors during the course of the audit, including any restrictions on the scopeof the auditors’ work or access to required information and any instances ofsecond opinions sought by management;

 

d)

management letters from the auditors;

 

e)

other matters related to the conduct of the audit, including theadequacy of the Company’s internal controls and any significant findings duringthe year and management’s responses thereto;

 

f)

review any material related party transactions; and

 

g)

review the performance of the Company’s internal accountingdepartment and provide a direct line of communication between that department,the auditors and the Board of Directors.

 

7.

Following its review, the Committee shall provide arecommendation to the Board for the inclusion of the financial statements in theCompany’s Annual Report, in Form 20-F, and in other related public filingdocuments that require approval of the Board of Directors including pressreleases.

 

8.

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 accompanyingnotes, including the Company’s specific disclosures under related "ManagementDiscussion and Analysis" in its report and in all other comparable disclosuresrequired under the Company’s public filings, related press releases, theadequacy of the Company’s internal controls including management’s evaluation ofand report on the Company’s disclosure controls and procedures and internalcontrols, any significant recommendations management may offer to improvedisclosure controls and procedures and internal controls, and major judgmentalareas;

 

b)

any significant reserves, accruals or estimates which may have amaterial impact on the financial statements, including mineral reserves; and

 

c)

review any material related party transactions.

 

 

Following its review, the Committee shall provide arecommendation to the Board for the inclusion of the unaudited quarterlystatements in the quarterly reports and in other related public filing documentsthat require approval of the Board of Directors including press releases.

 

9.

The Committee shall consider with management and the auditors thepossible impact of any pending changes in accounting standards or rules or anysignificant changes in the Company’s accounting policies. 

10.

The Committee shall meet as needed with the Company’s legaladvisor to review legal and regulatory matters, including any material pendinglegal proceedings involving the Company and any reports received from regulatorsthat may have a material impact on the Company’s financial statements,environmental compliance and financial liabilities or reserves.

 

11.

The Committee shall meet periodically with the auditors inseparate executive sessions, without any member of senior management present, todiscuss any matters that they or the Committee believe should be discussedprivately with the Committee.

 

12.

The Committee shall report its actions to the Board of Directorswith such recommendations as the Committee may deem appropriate. Minutes will betaken for each Committee meeting which will be approved at its next meeting.

 

13.

The Committee shall review with the Vice-President, Finance,legal advisors, and the auditors, as appropriate, the results of their review ofthe Company’s Code of Ethics for Financial Reporting Officers and other internalpolicies having application.

 

14.

The Committee shall, if appropriate, review any letter to beincluded in the Annual Report that describes the Committee’s composition andresponsibilities and how such were discharged.

 

15.

The Committee shall consult as required with the Company’sCompensation Committee with respect to compensation of the Chairman and seniorexecutives.

 

16.

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 annuallyand evaluate the performance of the Audit Committee every two years, andrecommend such changes in the Charter as the Audit Committee may determine fromtime to time are appropriate;

 

c)

orientation and training as needed for members of the Committee; 

d)

reviewing with management and the auditors the potential risksfacing the Company, the steps management is taking to mitigate such risks, andthe adequacy of public disclosure of these risks; and

 

 

e)

receiving, considering and responding to complaints received bythe Company regarding questionable accounting or auditing matters and internalaccounting controls, and in that connection:

 

i)

providing for the confidential, anonymous submission by employeesand others of concerns regarding questionable accounting or auditing matters, orinternal accounting controls; 

ii)

if warranted, conducting investigations of management and othersto determine the merits of any such concerns;

 

iii)

retaining independent counsel and other advisors if warranted toassist the Committee in connection with any such investigation;

 

iv)

making recommendations for any remedial action to be taken by theCompany, if warranted, to correct any questionable accounting or auditingmatter; and

 

v)

if material, recommending the disclosure both to the public andto appropriate regulatory agencies of the results of any such investigation andany remedial action to be taken by the Company in response thereto.

 

17.

The Committee shall perform such other duties andresponsibilities as may be assigned to it from time to time by the Board.

 

18.

The Committee shall circulate approved minutes of its meetings toall members of the Board.