We are committed to strong corporate governance. The Board of Directors has a Corporate Governance Committee that works with our General Counsel to ensure that our governance practices are up to date and that they meet applicable standards. Sound governance structures and systems protect the interests of investors and other COIs, and ensure that the company is well managed.

The Audit, Corporate Governance and Nominating, and Compensation Committees are composed entirely of independent directors.

Demonstrating good corporate governance is an important priority for the directors and senior executives of Podium. The Board of Directors has a Corporate Governance Committee, and the Company’s general counsel actively participates in the Committee’s efforts to ensure that our governance practices are up to date and meet the highest standards in Canada and abroad wherever we carry on business.

Comparison of NYSE Corporate Governance Rules required to be followed by U.S. Domestic Issuers and the Corporate Governance Practices of Podium Resources Limited (Disclosure Required by Section 303A.11 of the NYSE Listed Company Manual).

The Board of Directors and Management are committed to leadership in corporate governance. As a Canadian reporting issuer with securities listed on the Toronto Stock Exchange (“TSX”), we have in place a system of corporate governance practices that meets or exceeds all applicable Canadian requirements.

Podium is a “foreign private issuer” for purposes of its listing on the New York Stock Exchange (the “NYSE”). As a result, the NYSE’s director independence requirements that are applicable to U.S. domestic issuers do not apply to Podium. The Board of Directors has, however, established a policy that at least a majority of its directors must satisfy the director independence requirements under Section 303A.02 of the NYSE corporate governance rules. The board annually reviews and makes such determination as to the independence of each director for both Canadian and NYSE purposes.

The NYSE requires that, as a foreign private issuer that is not required to comply with all of the NYSE’s corporate governance rules applicable to U.S. domestic issuers, Podium disclose any significant ways in which its corporate governance practices differ from those followed by NYSE listed U.S. domestic issuers. The differences between our practices and the NYSE rules are not material and are more of a matter of form than substance.

Our Board has adopted a Shareholder Engagement Policy, which describes how shareholders and their representatives can communicate with the Board on governance matters.