Corporate

Corporate Governance

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Effective June 2005, National Policy 58-201 -- Corporate Governance Guidelines set out an amended series of guidelines for effective corporate governance. The guidelines address matters such as the constitution and independence of corporate boards, the function to be performed by boards and their committees and the effectiveness of their board members. National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI-58-101") requires the disclosure by each listed corporation of its approach to corporate governance with reference to the guidelines, as it is recognized that the unique characteristics of individual corporations will result in varying degrees of compliance.

The Board of Directors (the “Board”) primary function is to supervise the management of the business and affairs of Arizona Metals Corp. (the “Company”). The Board’s fundamental objectives are to enhance and preserve long-term shareholder value and to ensure the Company conducts business in an ethical and safe manner. In performing its functions, the Board should also consider the legitimate interests its other stakeholders such as employees, customers and communities may have in the Company. In carrying out its stewardship responsibility, the Board, through the Chief Executive Officer, shall set the standards of conduct for the Company.

The Board fulfills its responsibilities directly and indirectly through its Committees at regularly scheduled meetings or as required. At present, the Board committees consist of the Audit Committee and the Compensation Committee with the Board performing the functions of a nominating committee at this stage of the Company’s development.