Greentree Gas & Oil Ltd.

Compensation Committee Charter

Insider Trading Policy

Code of Business Conduct

Corporate Disclosure Policy

GREENTREE GAS & OIL LTD. (“the Corporation”)

AUDIT COMMITTEE CHARTER

The audit committee is a committee of the board of directors of the Corporation to which the board delegates its responsibilities for the oversight of the accounting and financial reporting process and financial statement audits.

The audit committee will:

	(a)	review and report to the board of directors of the Corporation on the following before they are published:
		(i) the financial statements and MD&A (management discussion and analysis) (as defined in National Instrument 51-102 ) of the Corporation; and (ii) the auditors report, if any, prepared in relation to those financial statements,
	(b)	review the Corporation's annual and interim earnings press releases, if any, before the Corporation publicly discloses this information,
	(c)	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 those procedures,
	(d)	recommend to the board of directors:
		(i) the external auditor to be nominated for the purpose of preparing or issuing an auditors report or performing other audit, review or attest services for the Corporation; and (ii) the compensation of the external auditor,
	(e)	oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditors report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting,
	(f)	monitor, evaluate and report to the board of directors on the integrity of the financial reporting process and the system of internal controls that management and the board of directors have established,
	(g)	monitor the management of the principal risks that could impact the financial reporting of the Corporation,
	(h)	establish procedures for:
		(i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters,
	(i)	pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation's external auditor,
	(j)	review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation, and
	(k)	with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief Executive Officer and the Chief Financial Officer to comply with Multilateral Instrument 52-109.

COMPOSITION OF THE COMMITTEE

The committee will be composed of three (3) directors from the Corporation's board of directors, a majority of whom will be independent. Independence of the Board members will be as defined by applicable legislation and as a minimum each independent committee member will have no direct or indirect relationship with the Corporation which, in the view of the board of directors, could reasonably interfere with the exercise of such members independent judgement.

Although exempt by virtue of section 6 of Multilateral Instrument 52-110, the Corporation will strive to have all members of the committee be financially literate as defined by MI 52-110. If, upon appointment, a member of the committee is not financially literate, steps will be taken to assist the member to acquire financial literacy within a reasonable period of time.

AUTHORITY

The committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors.

The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.

REPORTING

The reporting obligations of the committee will include:

1.	reporting to the board of directors on the proceedings of each committee meeting and on the committees recommendations at the next regularly scheduled directors meeting; and
2.	reviewing and reporting to the board of directors on its concurrence with the disclosure required by Form 52-110F2 in any management information circular prepared by the Corporation.

COMPLAINTS POLICY

The committee has established confidential, anonymous complaint procedures for employees having concerns about questionable accounting, internal controls or auditing matters, as follows:

All directors, officers and employees may report complaints or suspected violations to the appropriate level of management, the audit committee, the board of directors or the Corporation’s outside legal counsel.

If a concern or complaint is raised the individual will not be retaliated against, even if there is no finding of wrongdoing, so long as the individual has acted in good faith and has brought forth a legitimate concern.

The Corporation’s outside legal counsel is responsible for investigating and resolving complaints and shall advise management and/or the audit committee.

All reports will be kept confidential to the extent possible, while still allowing an adequate investigation.

Contact information:

(a)	Duncan Hamilton, President 207-209 Consortium Court, London, Ontario, N6E 2S8 Tel: (519) 681-9355, Fax: (519) 681-3887 dhamilton@greentreegas.on.ca
(b)	Gary Bean, Gary Bean Securities Ltd., 588 Main Street South, Exeter, Ontario, N0M 1S1 Tel: (519) 235-4099, Fax: (519) 235-1643 gbean@garybean.on.ca
(c)	Donald Sheldon, Sheldon Huxtable Professional Corporation, Barristers & Solicitors 180 Dundas Street West, Suite 1801, Toronto, Ontario, M5G 1Z8 Tel: (416) 595-5151, Fax: (416) 595-5959 dsheldon@sheldonhuxtable.com