Exhibit
99.1





HUNTMOUNTAIN
RESOURCES LTD.


AUDIT
COMMITTEE CHARTER





I.
            Purpose





The Audit
Committee of the HuntMountain Resources Ltd. Board of Directors is responsible
for recommending, appointing, compensating and overseeing the external auditors
to the Board; receiving, reviewing, and forwarding to the Board the annual
financial report of the external auditors; and such other matters as may warrant
its attention.





The Audit
Committee's role is one of oversight. Management is responsible for preparing
the Corporation's financial statements, and the independent auditors are
responsible for auditing those financial statements.  Management is
responsible for the fair presentation of the information set forth in the
financial statements in conformity with generally accepted accounting principles
("GAAP").  The independent auditors' responsibility is to provide its
opinion, based on its audits, that the financial statements fairly present, in
all material respects, the financial position, results of operations and cash
flow of the Corporation in conformity with GAAP.  It is the duty of
the Audit Committee to conduct investigations and resolve disagreements, if any,
between management and the independent auditors, or to assure compliance with
applicable laws and regulations.





The Audit
Committee has the authority to conduct any investigation appropriate to
fulfilling its responsibilities, and it shall have direct access to the
independent auditors as well as anyone in the Corporation. The Board and the
Audit Committee are to represent the Corporation's stockholders. Accordingly,
the independent auditors are accountable to the Board and the Audit
Committee.





II.
            Membership
      of Audit Committee





The Audit
Committee shall be comprised of two or more directors and one or more
independent members as determined and appointed annually by the Board, each of
whom must, for purposes of this Committee, be willing and able to function
independent of management and free from any relationship (such as receipt of
consulting fees) that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the
Committee.  Unless a Chair is appointed by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.





Each
member shall in the judgment of the Board of Directors be "financially literate"
or must become "financially literate" within a reasonable period of time after
appointment to the Committee. The Board will determine, in its business
judgment, whether a director meets the financial literacy
requirement.  At least one member of the Committee shall in the
judgment of the Board of Directors have accounting or financial management
expertise.  The terms financial literacy and financial expertise are
defined as follows:





a.        
    Financial Literacy--The ability to read and understand
fundamental financial statements, including a Balance Sheet, Income Statement
and Statement of Cash Flows.





b.      
      Financial Expertise--Past employment
experience in finance or accounting, CPA or comparable experience resulting in
financial sophistication, including being a CEO or senior officer with financial
oversight responsibilities.





Committee
members shall be elected by the Board at the annual meeting of the Board of
Directors; members shall serve until their successors shall be duly elected and
qualified.





III.
            Meetings
      and Reports





The Audit
Committee shall meet at least quarterly, or more frequently as circumstances
dictate.  The Audit Committee is to meet in separate executive
sessions with the Corporation's Chief Financial Officer or Principal Financial
Officer, its independent auditors and its internal auditor at least once each
year and at other times when considered appropriate.  The Audit
Committee shall provide regular reports to the Board.  For the
transaction of business at any meeting of the Committee, two members shall
constitute a quorum.  Meetings may be held in person, telephonically,
or electronically.





IV.
            Scope
      of Audit Committee Work





In
accomplishing its assigned responsibilities, the Audit Committee will review the
following listed matters and such other matters as may warrant its
attention.  It may, with approval of the Board, engage additional
assistance to undertake such reviews of financial management performance as it
deems necessary.





a.    
        Recommend to the Board of
Directors the selection of the Company’s external auditors and the annual fees
to be paid for services rendered by the external auditors, review each proposed
audit plan developed by the external auditors, periodically review the
performance of the external auditors, and recommend to the Board any proposed
retention or discharge of the external auditors.





b.      
      Review the Corporation's annual financial
statements and reports as required by the Bylaws, including the compliance of
the Corporation's accounting and financial management systems and reports with
generally accepted accounting principles.





c.      
      Review and forward to the Board the annual
financial management letter of the external auditors, with such comments of its
own as may be appropriate.





d.            Periodically
review the Corporation's systems of internal controls, including its risk
management policy and any accompanying insurance coverage, and make
recommendations to the Board for changes it considers desirable.





e.        
    Review, with the Corporation's general counsel, any
legal matter that could have a significant impact on the Corporation's financial
statements.





f.           
  Annually review the expense accounts and perquisites of Management,
including their use of corporate assets, and consider the results of any review
of these areas by the internal auditor or the outside auditor.





g.        
    Review all material off-balance sheet transactions,
arrangements, obligations (including contingent obligations) and other
relationships of the Company, that may have a material current of future effect
on financial condition, changes in financial condition, results of operations,
liquidity, capital resources, capital reserves or significant components of
revenues or expenses.





h.       
     Review and discuss with Management all disclosures
made by the Company concerning any material changes in the financial condition
or operations of the Company.





i.    
         Review annually the independent
auditors' letter of the recommendations to the Committee.





j.          
   Review and approve all related-party
transactions.





k.         
   Establish procedures for the confidential, anonymous
submission by employees of concerns regarding questionable accounting or
auditing matters.





l.       
      Resolve disagreements relating to accounting,
internal control or auditing issues.





V.
            Resources





The Audit
Committee shall have the authority to retain independent legal, accounting and
other consultants to advise the Committee.  The Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent auditors to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.





The
Committee shall determine the extent of funding necessary for payment of
compensation to the independent auditors for purpose of rendering or issuing the
annual audit report and to any independent legal, accounting and other
consultants retained to advise the Committee.





Public
Disclosure and Website Publication





This
Charter shall be included on the Company’s website.  The Company’s
annual report to shareholders will state that this Charter is available on the
Company’s website and will be available upon request to the Company’s Corporate
Secretary.





Adoption





The Board
of Directors of the Company has adopted this charter on the 12th day of May,
2006.