1. Purpose of the Committee

• The purpose of the Compensation and Governance Committee (the "Committee") of Iron South Mining Corp. (the "Company") is to assist the board of directors of the Company ("Board") in discharging its duties relating to compensation of the Company's directors and executive officers of the Company, and have general responsibility for developing and reviewing the approach of the Company to governance issues and matters of the Company.

2. Committee Responsibilities

Compensation

• The Committee reviews and sets compensation levels for the Chief Executive Officer ("CEO"), all other executive officers of the Company and members of the Company's Board of Directors, including some or all of the following: base salary, bonus payments, incentive and benefit plans for such individuals and approves payments under such incentive plans.
• The Committee is responsible for authorizing the recipients of stock options, establishing the timing of grants, and setting the option exercise price within the terms of the Company's stock option plan.
• The Committee's compensation policies are designed to attract and retain highly skilled individuals, reward outstanding individual performance, encourage cooperative team efforts and provide an incentive to enhance long term stockholder value.
• In establishing salaries for the Company's CEO, other executive officers and directors, consideration is given to salary ranges for comparable positions in similar size companies. Data for such comparisons is obtained from the engagement of a third party consulting firm to evaluate compensation against industry peers including those with a similar market capitalization, in the business of exploring similar minerals in similar jurisdictions, and from reviewing similar other companies' compensation information included in their information circulars.
• In setting salaries within competitive ranges, the Committee considers performance related factors including the Company's overall results during the past year and its performance relative to a budgeted plan or stated objectives. Consideration also is given to an individual's contribution to the Company and the accomplishments of departments for which that officer has management responsibility. Potential for future contributions to the Company is also taken into account for all executive officers and directors.
• The Committee ensures that risk is appropriately considered to mitigate any risks which may be associated with the Company's compensation policies and programs.

Governance

• The governance roles, responsibilities, authorities and powers shall include the general responsibility for developing and reviewing the approach of the Company to governance issues and matters and shall include, but not be limited to:
• Reviewing and assessing the effectiveness of the board of directors.
• The Committee (in consultation with the Chair of the Board, if any) will make recommendations to the Board regarding the composition and the appropriate size of the Board.
• Reviewing the corporate governance policies and practices of the Company generally and making recommendations thereon to the directors of the Company, including overseeing and making recommendations to the directors of the Company on developing the approach of the Company to corporate governance issues and practices.
• Formulating the response of the Company to the corporate governance guidelines and disclosure requirements adopted by the Canadian Securities Administrators (or any other pertinent securities authority and stock exchange) on issues of corporate governance, including reviewing and recommending for approval to the directors of the Company on an annual basis the "Statement on Corporate Governance" for inclusion in the annual report or information circular of the Company.

3. Members of the Compensation and Governance Committee

• The Committee shall consist of no less than 2 (two) directors, a majority of whom shall be "independent" as defined under National Instrument 52-110, while the Company is a Venture Issuer. The members of the Committee shall be selected annually by the Board and shall serve at the pleasure of the Board.

4. Meeting Requirements

• The Committee shall meet as necessary, but at least once each year, to enable it to fulfill its responsibilities. Without a meeting, the Committee may act by unanimous written consent of all members.
• The Committee may meet by telephone conference call or by any other means permitted by law or the Company's Articles of Incorporation. A majority of the members of the Committee shall constitute a quorum.
• Minutes will be kept of each meeting of the Committee.

5. Reports to the Board

• The Committee will apprise the Board as needed of any significant developments in the course of performing its Charter responsibilities.
• The Chairman of the Committee will periodically report to the Board, the Company's findings and recommendations.
• The Committee will prepare and recommend the annual "Statement of Corporate Governance Practices" to be included in the Company's annual report or information circular. The Statement of Corporate Governance Practices will discuss the process used by the Board and the Committee to fulfil their functions as required by the guidelines of the TSX Venture Exchange.
• The Committee will annually review the Company's Committee Charters and recommend revisions to the Board as necessary.

6. Miscellaneous

• Nothing contained in this Charter is intended to extend applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as a guideline rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.

Adopted by the Board of Directors on March 14, 2011.

Amended by the Board of Directors January 16, 2012