EXHIBIT 15.1

AUDIT COMMITTEE CHARTER

RICHMONT MINES

The 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 matters under review.

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.

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Audit 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.  
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|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.
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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|4. | The Committee shall inquire of management, the auditors, the
Financial Director, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|5. | The Committee shall consider, in consultation with the
auditors and the Financial Director, the scope and budget of the annual audit to
ensure completeness of coverage, reduction in redundant efforts, and the
effective use of audit resources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|6. | With respect to the annual external audit of the Company, the
Committee shall review with the Financial Director, management and the auditors:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|   | 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 to 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;                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | 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.
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|8. | With respect to the unaudited quarterly reports of the
Company, the Committee shall consider and review with management and the
Financial Director:                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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.           
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|9.  | The Committee shall consider with management and the auditors
the possible impact of any pending changes in accounting standards or
Regulations or any significant changes in the Companys accounting policies.                                                                                                                                                  
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|10. | 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.
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|11. | 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.                                                                                                              
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|12. | 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.                                                                                                                                    
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|13. | The Committee shall review with the Financial Director, 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.                                                                                                            
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|14. | 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.                                                                                                                                                                          
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|15. | The Committee shall consult as required with the Company's
Compensation Committee with respect to compensation of the Chairman and senior
executives.                                                                                                                                                                                                             
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|16. | Other responsibilities of the Committee shall include:                                                                                                                                                                                                                                                                                                            
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|    | a)                                                                                                                                                                                                                                                                                                                                                                
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|    | b)                                                                                                                                                                                                                                                                                                                                                                
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|    | c)                                                                                                                                                                                                                                                                                                                                                                
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|    | d)                                                                                                                                                                                                                                                                                                                                                                
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|    | e)                                                                                                                                                                                                                                                                                                                                                                
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|    | f)                                                                                                                          | receiving, considering and responding to complaints received
by the Company regarding questionable accounting or auditing matters and
internal accounting controls, and in that connection:
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|    |                                                                                                                             | i)                                                                                                                                                                                         
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|    |                                                                                                                             | ii)                                                                                                                                                                                        
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|    |                                                                                                                             | iii)                                                                                                                                                                                       
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|    |                                                                                                                             | iv)                                                                                                                                                                                        
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|    |                                                                                                                             | v)                                                                                                                                                                                         
|17. | The Committee shall perform such other duties and
responsibilities as may be assigned to it from time to time by the Board.

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





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