CORPORATE GOVERNANCE OVERVIEW

The values that influence our day-to-day operations are also reflected in the guidance we receive from our Board of Directors (the “Board”), which embraces the principle that strong corporate governance works in the best interest of Terra Energy Corp. (“Terra Energy”) and its shareholders. Terra Energy believes that effective corporate governance practices are fundamental to the overall success of any company and our ongoing commitment and efforts to ensure a strong corporate governance structure and culture across our organization help us deliver value to all our shareholders.

Our corporate governance practices reflect our commitment to openness, integrity and accountability. Terra Energy is committed to full compliance with applicable corporate governance requirements and seeks to continuously improve its corporate governance standards.

RESPONSIBILITY OF THE BOARD

The primary duty of the directors of Terra Energy is to assist Terra Energy to realize its full potential. They do this, not just by reacting to events or to proposals at meetings, but by bringing to Terra Energy a creative vision, initiative and a sense of how outside events and developments can affect Terra Energy’s future. The directors are also expected to bring sound judgment, integrity and independence of thought to the task. They are encouraged to speak their minds, while respecting others, so that different viewpoints can flourish in the process of developing a sensible consensus. Each director, at all times when sitting on the Board, must represent the interests of shareholders generally not just those of one group. Directors are expected to come to meetings well-prepared, willing to raise questions about the material sent to them, about other issues, and about any other developments they believe may affect Terra Energy. Each director is expected to attend all regularly scheduled meetings and all of the committees on which they serve. Each director must act honestly and in good faith with a view to the best interests of Terra Energy and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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