Charter of the Environment, Health, and Safety Committee

Approved on November 27, 2012

Purpose

1. The environment, health, and safety committee (the “Committee”) is appointed by the board of directors (the “Board”) of Highland Copper Company Inc. (the “Company”) to assist the Board in fulfilling its responsibilities related to environment, health and safety matters concerning the Company and its wholly-owned subsidiary Keweenaw Copper Co.

Composition

2. The Committee will be composed of three or more directors as designated by the Board.

3. The chair of the Committee will be designated by the Board from among the Committee members.

4. At least one member of the Committee will be a non-executive director.

Meetings

5. The Committee will meet at least annually and otherwise at the discretion of the chair or a majority of its members.

6. A majority of the members of the Committee constitutes a quorum.

7. The time and place at which meetings of the Committee are to be held, and the procedures at those meetings, will be determined by the Committee. A meeting of the Committee may be called by notice given at least 48 hours in advance by means of telephone, facsimile, email, or other communication equipment, provided that no notice of a meeting will be necessary if all of the members are present either in person or by means of conference telephone, or if those absent have waived notice or otherwise indicated their consent to the holding of the meeting.

8. Committee members may participate in a meeting of the Committee by conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section will constitute presence in person at the meeting.

9. The Committee will keep minutes of its meetings which will be available for review by the Board.

10. The Committee may appoint any person, who need not be a member, to act as the secretary at any meeting.

11. The Committee may invite those officers, directors and employees of the Company and any other advisors and persons as it may see fit, from time to time, to attend at meetings of the Committee.

12. Any matters to be determined by the Committee will be decided by a majority of votes cast at a meeting of the Committee called for that purpose. Actions of the Committee may be taken by unanimous written consent of the members of the Committee and actions so taken will be effective as though they had been decided by a majority of votes.

13. The Committee will report its decisions to the Board at the next scheduled meeting of the Board, or earlier if the Committee deems necessary.

Resources and Authority

14. The Committee has the authority to:

(a) engage, at the expense of the Company, 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; and

(c) conduct any investigation appropriate to its responsibilities, and request any officer of the Company, or outside counsel for the Company, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee.

Responsibilities

15. The responsibilities of the Committee are to:

(a) review and recommend to the Board, for approval, changes in or additions to environment, health and safety policies and programs to reflect the Company’s commitment to environmental stewardship, social responsibility, and the health and safety of the Company’s workers and the general public;

(b) review and recommend to the Board, for approval, changes in or additions to environment, health, and safety policies and programs in the context of legal and operational risks and considerations;

(c) review management reports on the nature and extent of compliance or any non-compliance with environment, health, and safety policies and programs, applicable legislation, and industry standards, and plans to correct deficiencies, if any, and to report to the Board on a quarterly basis on the status of such matters;

(d) review with management whether environment, health, and safety policies are being effectively implemented; and

(e) review any other environment, health, and safety matters that the Committee may consider appropriate or the Board may specifically direct.

Chair

16. The role of the chair of the Committee is to:

(a) provide leadership to the Committee with respect to its functions as described in this charter and as otherwise may be appropriate, including overseeing the operation of the Committee;

(b) chair meetings of the Committee, unless not present, including in camera sessions, and report to the Board following each meeting of the Committee on the activities and any recommendations of the Committee;

(c) ensure that the Committee meets at least once per year and otherwise as considered appropriate;

(d) set the agenda for each meeting of the Committee, with input from other Committee members, the chairman of the Board, the lead director, if there is one, and any other appropriate persons and provide to the Committee appropriate information from management to enable the Committee to function effectively and fulfil its mandate;

(e) act as liaison and maintain communication with the chairman of the Board and the Board to coordinate input from directors and to optimize the effectiveness of the Committee; and

(f) perform such other duties as may be delegated to the chair by the Board from time to time.

Other Responsibilities

17. The Committee will review and assess the adequacy of this charter from time to time and at least annually and submit any proposed revisions to the Board for approval.

18. The Committee will annually review its performance relative to this charter.

19. The Committee will perform any other activities consistent with this charter and applicable law, as the Committee or the Board deems necessary or appropriate.