Charter of the Audit Committee

(adopted on November 27, 2012 and amended on February 26, 2015 and February 25, 2016)

This charter shall govern the activities of the audit committee (the “Committee”) of the board of directors (the “Board”) of Highland Copper Company Inc. (the “Corporation”).

Mandate

The purpose of the Committee is to provide assistance to the Board in fulfilling its stewardship responsibility for the Corporation with respect to the quality and the integrity of the Corporation’s financial reporting practices, the qualifications and independence of the independent auditors of the Corporation (the “Independent Auditors”) and the audit process. In so doing, it is the responsibility of the Committee to facilitate and promote free and open communication between the directors of the Corporation, the Independent Auditors and the financial management of the Corporation.

The function of the Committee is one of oversight. Management is responsible for the preparation, presentation and integrity of the Corporation’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Corporation. The Independent Auditors are responsible for auditing the Corporation’s annual financial statements.

Composition

1. The Committee must be composed of a minimum of three directors of the Corporation, the majority of whom are independent (as defined by applicable laws, regulations, rules and policies).

2. Each member of the Committee shall be financially literate and at least one member shall have expertise in financial reporting.

3. The members of the Committee will be appointed by the Board annually at the first meeting of the Board following the annual meeting of the shareholders to serve until the next annual meeting of shareholders or until their successors are duly appointed.

4. The Board shall designate one member to act as chair of the Committee (the “Chair”) or, if it fails to do so, the members of the Committee shall appoint the Chair among its members.

Meetings

5. The Committee shall meet at least quarterly, with the authority to convene additional meetings as circumstances require. A majority of the members of the Committee shall constitute a quorum.

6. The Committee shall, when appropriate, hold in camera sessions without management present.

7. The Committee shall keep minutes of its meetings which shall be available for review by the Board. The Committee may appoint any person who need not be a member, to act as the secretary at any meeting. The Committee may invite such officers, directors and employees of the Corporation and such other advisors and persons as it may see fit, from time to time, to attend at meetings of the Committee.

8. The Committee shall report its determinations to the Board at the next scheduled meeting of the Board, or earlier if the Committee deems necessary.

Responsibilities

Financial Accounting, Internal Controls and Reporting Process

9. The Committee is responsible for:

(a) oversight of internal controls over financial reporting of the Corporation;

(b) reviewing and reporting to the Board on the quarterly and annual financial statements and management’s discussion and analysis (“MD&A”);

(c) satisfying itself that the audit function has been effectively carried out;

(d) discussing and meeting with, when it deems appropriate to do so and no less frequently than annually, the Independent Auditors, the Chief Financial Officer (“CFO”) and any other member of management it wishes to, to review accounting principles, practices, judgments of management, internal controls and such other matters as the Committee deems appropriate;

(e) reviewing any post-audit or management letter containing the recommendations of the Independent Auditors and management’s response and subsequent follow-up to any identified weaknesses; and

(f) reviewing accounting and financial human resources succession planning within the Corporation.

Public Disclosure

10. The Committee shall:

(a) review the annual and interim financial statements and related MD&A, news releases that contain significant financial information that has not previously been released to the public, and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws and satisfy itself that the documents do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made before the Corporation publicly discloses this information; and

(b) satisfy itself that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assess the adequacy of these procedures.

Risk Management

11. The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks. In conjunction with the Compensation and Corporate Governance Committee of the Board, annually review the directors’ and officers’ third-party liability insurance of the Corporation.

Independent Auditors

12. The Committee shall be responsible for recommending to the Board, for appointment by shareholders, a firm of external auditors to act as Independent Auditors and for monitoring the independence and performance of the Independent Auditors, including attending at private meetings with the Independent Auditors and reviewing and approving their remuneration.

13. The Committee shall be responsible for resolving disagreements between management and the Independent Auditors regarding financial reporting.

14. The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.

15. The Committee shall review the Independent Auditor’s audit plan, including scope, procedures and timing of the audit.

16. The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit.

17. The Committee shall obtain reports from the Independent Auditors (either orally or in writing) describing critical accounting policies and practices, alternative treatments of information within IFRS that were discussed with management, their ramifications, and the Independent Auditors’ preferred treatment and material written communications between the Corporation and the Independent Auditors.

18. The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.

19. The Committee shall monitor and assess the relationship between management and the Independent Auditors, and monitor the independence and objectivity of the Independent Auditors.

Corporate Conduct

20. The Committee shall ensure that there is an appropriate standard of corporate conduct including a corporate code of ethics.

21. The Committee shall establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and

(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or control related matters.

22. The Committee shall oversee the Company’s compliance and reporting process under the Extractive Sector Transparency Measures Act.

Other Responsibilities

23. The Committee shall review and assess the adequacy of this mandate from time to time and at least annually and submit any proposed revisions to the Board for approval.

24. The Committee shall perform any other activities consistent with this mandate and applicable law, as the Committee or the Board deems necessary or appropriate.

Authority

25. The Committee has the authority to:

(a) engage, at the expense of the Corporation, independent counsel and other experts or advisors as it determines necessary to carry out its duties;

(b) set and pay the compensation for any independent counsel and other experts and advisors retained by the Committee;

(c) communicate directly with the independent auditors of the Corporation (the “Independent Auditors”);

(d) conduct any investigation appropriate to its responsibilities, and request the Independent Auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee; and

(e) have unrestricted access to the books and records of the Corporation.