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Corporate Governance

Whistleblower Policy

SCHEDULE "A"
To the Audit Committee Charter

Procedures for the Submission of Complaints or Concerns
Regarding Accounting, Internal Accounting Controls,
or Auditing Matters

Falcon Gold Corp. (the "Corporation") requires its directors, officers and employees to observe high standards of professionalism and ethical conduct in maintaining the financial records of the Corporation.

Pursuant to its Charter, and in accordance with National Instrument 52-110, the Audit Committee of the Board of Directors of the Corporation has established procedures for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the submission by employees of the Company and others, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters concerning the Corporation.

In order to carry out its responsibilities under its Charter, the Audit Committee has adopted Schedule A as its Whistleblower Policy (the "Policy").

General

For the purposes of this Policy, all accounting or auditing matters which are the subject of a complaint or submission are referred to as an "Accounting Irregularity".

Reporting Responsibility

It is the responsibility of all directors, officers and employees to report Accounting Irregularities or suspected Accounting Irregularities in accordance with this Policy.

No Retaliation

No director, officer, or employee who in good faith reports an Accounting Irregularity or suspected Accounting Irregularity shall suffer harassment, retaliation or adverse employment consequence. Any director, officer or employee who retaliates against someone who has reported an Accounting Irregularity or suspected Accounting Irregularity in good faith is subject to discipline up to and including termination of employment. This Policy is intended to encourage and enable employees and others to raise serious concerns within the Corporation rather than seeking resolution outside the Corporation.

Investigations of Complaints

The Corporation's Audit Committee is responsible for investigating and resolving all reported complaints and allegations concerning Accounting Irregularities or suspected Accounting Irregularities. Corrective action will be taken if warranted by the investigation.  The Audit Committee may retain independent legal counsel, accountants or others as appropriate to assist in its investigations and such other outside advisors shall use reasonable efforts to protect the confidentiality and anonymity of the complainant.

Acting in Good Faith

Anyone filing a complaint concerning a suspected Accounting Irregularity or suspected Accounting Irregularity must be acting in good faith and have reasonable grounds for believing the information disclosed indicates an Accounting Irregularity. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense and may be subject to legal and civil action in addition to employment review.

Confidentiality

Complaints or submissions concerning an Accounting Irregularity or suspected Accounting Irregularity may be submitted on a confidential basis by the complainant or may be submitted anonymously. All complaints or submissions will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Reporting Violations

It is the responsibility of all directors, officers and employees to report all Accounting Irregularities or suspected Accounting Irregularities in accordance with this Whistleblower Policy.

All such concerns shall be set forth in writing and forwarded in a sealed envelope to any senior officer of the Corporation or to the Corporation's general counsel at:

Perley-Robertson, Hill & McDougall LLP

Attn:  Lorraine Mastersmith

Address:  1400-340 Albert Street

   Ottawa, Ontario K1R 0A5

Handling of Reported Violations

The Chair of the Audit Committee will notify the sender and acknowledge receipt of the reported suspected Accounting Irregularity within five business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

The Corporation shall retain records of complaints for a period of no less than seven years as a separate part of the records of the Audit Committee.

October 31, 2011