Golden Cycle Gold Corporation

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Code of Ethical Conduct 

Audit Committee Charter  

Compensation Committee Charter  

Nominating and Corporate Governance Committee Charter

Golden Code of Ethical Conduct of the Golden Cycle Gold Corporation

The purpose of Golden Cycle Gold Corporation’s Code of Ethics is to promote an ethical culture and to describe the philosophy which the Company’s directors and management are committed to apply to the treatment of those to whom we have an obligation whether inside or outside our organization.

Ethical Treatment of those whom Golden Cycle Gold Corporation has an Obligation:
To our employees we are committed to honesty, just management, fairness, providing a safe and healthy work environment free from fear of retribution, and respecting the dignity due everyone.

For our customers, suppliers, and partners we are committed to fair competition and a sense of responsibility required of a good customer and teammate.

For the communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.

Obey the Law:
We will conduct our business in accordance with all applicable law and regulations. Compliance with the law does not comprise our entire ethical responsibility. Rather, it is a minimum, absolutely essential condition for the performance of our duties.

Conflicts of Interest:
We will avoid any relationship, influence, or activity that might impair, or even appear to impair, the ability of our directors, management, and employees to make fair and objective decisions when performing their duties for the Company. Playing favorites or having conflicts of interest, in practice or appearance, runs counter to the fair treatment to which we are all entitled.

Our directors and executive officers are aware that it is unlawful for the Company, directly or indirectly, including through a subsidiary, to extend or maintain credit, to arrange for the extension of credit, or to renew an extension of credit in the form of a personal loan to or for and director or executive officer (or equivalent thereof) to the Company. The Company has a zero tolerance policy regarding any such activities.

Keep Accurate and Complete Records:
We must maintain complete and accurate records. The Company will record all transactions between the Company and outside individuals and organizations promptly and accurately in the Company’s books in accordance with generally accepted accounting practices and principles. No one should attempt to rationalize or even consider misrepresenting facts or falsifying records. The Company has a zero tolerance policy regarding any such activities.

Implementation:
These guidelines are intended to guide each of us whether we are a director, executive officer, or employee of Golden Cycle Gold Corporation in making consistently good decisions. They are also meant to stimulate awareness that ethical issues will confront us all on a daily basis. Doing the right thing begins with every individual acting with honesty and integrity coupled with good judgment and sensitivity to the way others see us and how they interpret our actions

Any violation of this code must be reported immediately to any member of the Audit Committee. Upon receipt of such notice the Audit Committee will commence an impartial investigation within 72 hours. The Audit Committee will attempt to resolve all such issues in an expedited manner. The Committee has the authority and responsibility to take whatever action it deems necessary to resolve such issues.

Adopted and Approved: January 15, 2004

Audit Committee Charter

I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities are to:

Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance.

Monitor the independence and performance of the Company’s independent auditors.

Provide an avenue of communication among the independent auditors, management, and the Board of Directors.

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as to anyone in the organization. The Audit Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the SEC, AICPA, and the Pacific Exchange. The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent non-executive directors, free from any relationship that would interfere with the exercise of his or her independent judgment as defined by the listing standards of the exchange. All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one member of the Committee shall have accounting or related financial management expertise as defined by the Securities and Exchange Commission as a “financial expert”.

Audit Committee members shall be appointed by the Board. If an audit committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership.

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Audit Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet privately in executive session at least annually with management and the independent auditors, as a committee, to discuss any matters that the Committee or any of these believe should be discussed. In addition, the Committee should communicate with management and the independent auditors quarterly to review the Company’s financial statements and significant findings based upon the auditors limited review procedures.

III. Audit Committee Responsibilities and Duties
Review Procedures
1. Review and reassess the adequacy of this Charter at least annually. Submit the Charter to the Board of Directors for approval and have the document published at least every three years in accordance with SEC regulations.

2. Review the Company’s annual audited financial statements prior to filing or distribution. Review should include discussion with management and the independent auditors of significant issues regarding accounting principles, practices, and judgments.

3. In consultation with the management and the independent auditors, consider the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the independent auditors together with management’s responses.

4. Review with financial management and the independent auditors the Company’s quarterly financial statements prior to filing or distribution. Discuss any significant changes to the Company’s accounting principles and any items required to be communicated by the independent auditors in accordance with SAS 61.

Independent Auditors
5. The independent auditors are ultimately accountable to the Audit Committee and the Board of Directors. The Audit Committee shall review the independence and performance of the auditors and annually recommend to the Board of Directors the appointment of the independent auditors or approve any discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid to the independent auditors. Pre-approve audit and non-audit services consistent with maintaining the quality and independence of the auditors.

7. On an annual basis, the Committee should review and discuss with the independent auditors all significant relationships they have with the Company that could impair the auditors’ independence.

8. Review the independent auditors engagement letter and audit plan - discuss scope, staffing, locations, reliance upon management, and general audit approach.

9. Prior to releasing the year-end earnings, discuss the effectiveness of the audit procedure and the results of the audit with the independent auditors. Discuss certain matters required to be communicated to audit committees in accordance with AICPA SAS 61.

10. Consider the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

Legal Compliance
11. On at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the organization’s financial statement, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

Other Audit Committee Responsibilities
12. Annually prepare a report to shareholders as required by the Securities and Exchange Commission. The report should be included in the Company’s annual proxy statement.

13. Perform any other activities consistent with this Charter, the Company’s Certificate of Incorporation, by-laws, and governing law, as the Committee or the Board deems necessary or appropriate.

14. Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities, not later than the next meeting of the Board.

Other Optional Charter Disclosures
15. Establish, review, and update periodically a Code of Ethical Conduct and ensure that management has established a system to enforce this Code.

16. Annually perform self-assessment of audit committee performance.

17. Review financial and accounting personnel succession planning within the Company.

18. Annually review policies and procedures as well as audit results associated with directors’ and officers’ expense accounts and perquisites. Annually review a summary of directors’ and officers’ related party transactions and potential conflicts of interest.

Compensation Committee Charter

Purpose
The Compensation Committee (the “Committee”) is appointed by the Board of Directors to assist the Board:

1. to review comparative executive compensation in order to make compensation recommendations to the Board regarding the Company's chief executive officer and other executive officers (as that term is defined in Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder);

2. to oversee all compensation programs involving the issuance of the Company's stock and other equity securities; and

3. to prepare the Committee's report to be included the Company's annual proxy statement or annual report on Form 10-K filed with the SEC.

Composition
The Committee shall consist of no fewer than three members. Each member of the Committee must (i) qualify as an independent director (“Independent Director”) under the rules and listing standards of the Pacific Stock Exchange (the “Pacific Exchange”), subject to any exceptions contained in such rules and listing standards; (ii) qualify as an “outside director” under Section 162(m) of the Internal Revenue Code, as amended; and (iii) meet the requirements of a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

The Committee shall report to the Board. The Board, upon recommendation of the Nominating Committee, shall appoint the members of the Committee at the annual organizational meeting of the Board. Members shall serve for a term of one year or until their successors shall be duly elected and qualified. A Committee member may be removed by majority vote of the full Board at any time in its discretion, and the resulting vacancy shall be filled by the Board upon recommendation of the Nominating Committee. A member shall promptly notify the Committee and the Board if the member is no longer an Independent Director and such member shall be removed from the Committee unless the Board determines that an exception to the Independent Director requirement is available under the Pacific Exchange rules with respect to such member's continued membership on the Committee. The Committee's Chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a Chairperson by majority vote of the full Committee.

The Committee may, by resolution passed by a majority of the Committee, designate one or more subcommittees, each subcommittee to consist of one or more of the members of the Committee. The Committee may delegate such authority to a subcommittee as the Committee deems appropriate, consistent with applicable law and Pacific Exchange rules and listing standards.

Meetings
The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. The Chairperson of the Committee will preside at each meeting and, in consultation with the other member(s) of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The Committee shall meet as often as may be deemed necessary or appropriate but no fewer than twice annually. When feasible, the Chairperson of the Committee shall circulate the agenda for each meeting to each Committee member in advance of the meeting. A majority of the members of the Committee shall constitute a quorum. All matters to be decided by the Committee shall be decided by the affirmative vote of a majority of the members present in person or by proxy at a duly called meeting of the Committee. The Secretary of the Committee shall keep minutes of each Committee meeting, which shall be filed by the Secretary of the Company with the records of the Company. The Committee shall report on its activities to the Board on a regular basis.

The Committee may meet in person, telephonically or act by unanimous consent. The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee and/or provide such pertinent information as the Committee requests, except that officer or employee of the Company shall participate in discussions or attend any portion of a meeting of the Committee at which that officer’s or employee’s compensation is discussed.

The Committee, and each member of the Committee in his or her capacity as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of the Company whom the member believes to be reliable and competent in the matters presented, and/or (ii) counsel, public accountants or other persons as to matters which the member believes to be within the professional competence of such person.

Committee Responsibilities and Duties

The Committee shall have the following power, authority and direct responsibilities:

1. The Committee shall review and approve corporate goals and objectives relevant to the chief executive officer (the “CEO”) compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level, including salary, bonus, incentive and equity compensation, based on this evaluation.

2. The Committee shall annually review and make recommendations to the Board with respect to the annual compensation of the other executive officers, including salary, bonus, incentive and equity compensation.

3. The Committee shall also review and recommend to the Board the following items with respect to the CEO and the executives of the Company: (a) the form of employment agreements, severance agreements, change in control agreements/provisions and any other compensatory agreements (including any modifications to such agreements), in each case as, when and if appropriate, and (b) any special or supplemental benefits, in each case subject to the terms of any existing applicable employment agreement terms.

4. The Committee shall also review and recommend to the Board the cash incentives and deferred compensation plans for executive officers (including any modification to such plans) and oversee the performance objectives and funding for executive officer incentive plans.

5. The Committee shall also review and make recommendations to the Board about incentive compensation plans and equity-based plans (including any modification to such plans) and grants involving the use of Company's stock and other equity securities.

6. The Committee shall produce a report on executive compensation as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.

7. The Committee shall make regular reports to the Board.

8. The Committee shall annually review and evaluate the performance of this Committee.

9. The Committee shall annually review and reassess the adequacy of this Charter and recommend to the Board for approval any proposed changes to this Charter.

10. The Committee shall perform any other activities consistent with this charter, the Company’s Bylaws and governing law as the Committee or the Board deems appropriate, including without limitations:

a. The implementation and administration of the Company's incentive and equity-based compensation plans to the extent permitted by such plans;

b. Review and make recommendations to the Board on (i) the competitiveness of the Company's compensation and benefit plans for directors, officers and key employees and the employee relation policies and procedures applicable to officers and key employees; and (ii) such other matters relating to the organization of the Company and the compensation of officers and key employees as the Committee may in its own discretion deem desirable.

Committee Authority
In discharging its responsibilities and duties, the Committee may conduct or authorize investigations or studies of matters within the scope of the Committee’s duties and responsibilities. The Committee may retain, at the Company’s expense, such outside counsel, consultants, experts and other professionals as it deems appropriate in its sole discretion.

Nominating and Corporate Governance Committee Charter

Purpose
The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors to assist the Board of Golden Cycle Gold Corporation (the “Company”):

(1) To identify and recommend qualified candidates to serve as directors of the Company and to recommend to the Board the director nominees for the next annual meeting of shareholders;

(2) To develop and recommend to the Board corporate governance guidelines applicable to the Company;

(3) To advise the Board, on an annual basis, on the structure and membership of committees of the Board;

(4) To develop and periodically monitor/update the Company’s corporate governance principles and policies; and

(5) To lead the Board in its annual review of the Board’s performance.

The Committee is also responsible for producing a report to enable the Company to make the required disclosures in the Company’s proxy statement, in accordance with applicable rules and regulations, regarding the nominations process and the work of this Committee.

Charter
The scope of the Committee’s responsibilities and how it carries out those responsibilities, including structure, processes and membership requirements shall be set forth in this charter, which has been adopted and approved by the Board and may be amended by the Board from time to time. The Committee shall review and reassess the adequacy of this charter and evaluate the Committee’s performance and make any recommendations to the Board on an annual basis.

Composition
The Committee shall consist of at least three directors. All members of the Committee must qualify as independent directors (“Independent Directors”) under the listing standards and rules of the Pacific Exchange, subject to any exceptions contained in such listing standards and rules.

The Committee shall report to the Board. Committee members shall be elected by the Board at the annual organizational meeting of the Board. Members shall serve for a term of one year or until their successors shall be duly elected and qualified. No member of the Committee shall be removed except by majority vote of the full Board. The Board shall have the authority to fill vacancies or add additional members to the Committee. A member shall promptly notify the Committee and the Board if the member is no longer an Independent Director and such member shall be removed from the Committee unless the Board determines that an exception to the Independent Director requirement is available under the Pacific Exchange rules with respect to such member’s continued membership on the Committee. The Committee’s Chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a Chairperson by majority vote of the full Committee.

The Committee may form and delegate to subcommittees or members when appropriate.

Meetings
The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. The Chairperson of the Committee will preside at each meeting and, in consultation with the other member(s) of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. When feasible, the Chairperson of the Committee shall circulate the agenda for each meeting to each Committee member in advance of the meeting. A majority of the members of the Committee shall constitute a quorum. All matters to be decided by the Committee shall be decided by the affirmative vote of a majority of the members present in person or by proxy at a duly called meeting of the Committee. The Secretary of the Committee shall keep minutes of each Committee meeting, which shall be filed by the Secretary of the Company with the records of the Company.

The Committee may meet in person, telephonically or act by unanimous consent. The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee and/or provide such pertinent information as the Committee requests, except that no director of the Company shall participate in discussions or attend any portion of a meeting of the Committee at which that director’s nomination or committee selection is being discussed.

The Committee, and each member of the Committee in his or her capacity as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of the Company whom such member believes to be reliable and competent in the matters presented, and/or (ii) counsel, public accountants or other persons as to matters which the member believes to be within the professional competence of such person.

Committee Responsibilities and Authority
The Committee shall have the following power, authority and direct responsibilities:

(1) The Committee shall review the composition, size and operation of the Company's Board and each committee of the Board.

(2) The Committee shall review the performance of the incumbent directors.

(3) The Committee shall have the responsibility to develop and recommend criteria for the selection of new directors to the Board, including, but not limited to, diversity, age, skills, experience, conflicts of interest, time availability (including the number of other boards he or she sits on in the context of the needs of the Board and the Company) and such criteria as the Committee shall determine to be relevant at the time. The Committee shall have the power to apply such criteria in connection with the identification of individuals to be Board members, as well as to apply the standards for independence imposed by the Pacific Exchange rules and all applicable federal laws in connection with such identification process. The Committee shall have the authority to conduct background and qualifications checks of persons it wishes to recommend to the Board as candidates or to fill vacancies.

(4) When vacancies occur or otherwise at the direction of the Board, the Committee shall actively seek individuals whom the Committee determines meet such criteria and standards for recommendation to the Board.

(5) The Committee shall recommend to the Board, on an annual basis, nominees for election as directors for the next annual meeting of shareholders.

(6) The Committee shall consider questions and make recommendations to the Board regarding determinations of independence of the members of the Board.

(7) The Committee shall establish policies regarding the consideration of director candidates recommended by shareholders.

(8) The Committee shall establish procedures to be followed by shareholders in submitting recommendations for director candidates.

(9) The Committee shall review the membership of each committee of the Board and recommend committee assignments to the Board, including rotation, reassignment or removal of any committee member on at least an annual basis.

(10) The Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates and shall have authority to approve the search firm’s fees and other retention terms, at the Company’s expense. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

(11) The Committee shall recommend to the Board policies to enhance the Board’s effectiveness, including with respect to the distribution of information to Board members, the size and composition of the Board, and the frequency and structure of Board meetings.

(12) The Committee shall develop and review periodically, and at least annually, the corporate governance policies of the Company to ensure that they are appropriate for the Company and that policies of the Company comply with applicable laws, regulations and listing standards, and recommend any changes to the Board.

(13) The Committee shall periodically, and at least once annually, review and make recommendations with respect to the Company’s code of ethics.

(14) The Committee shall consider any other corporate governance issues that arise from time to time, and recommend appropriate actions to the Board.

(15) The Committee shall oversee new director orientation to the Company and its business and continuing education programs for directors. The new director orientation may include background material, meetings with senior management, and visits to Company facilities.

(16) The Committee shall oversee performance evaluations of the Board and its committees.

(17) The Committee shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.

(18) The Committee shall make regular reports to the Board.

(19) The Committee shall perform any other activities consistent with this charter, the Company’s Bylaws and governing law as the Committee or the Board deems appropriate.

(20) The Committee may conduct or authorize investigations or studies of matters within the scope of the Committee’s duties and responsibilities, and may retain, at the Company’s expense, such experts and other professionals as it deems necessary.

By resolution of the Board of Directors, effective as of December 31, 2004