AUDIT COMMITTEE
SUPERIOR PLUS Corp.

A. Purpose

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Superior Plus Corp. (the “Corporation”) is to assist the Board in fulfilling its oversight responsibilities in relation to the review and approval of the financial statements and financial reporting of the Corporation and its subsidiaries, including management’s assessment of internal controls over financial reporting, and assessing other internal controls, management information, and the risk management systems and procedures of the Corporation. The Committee shall also be directly responsible for overseeing the relationship of the external auditors with the Corporation and the external auditors shall report directly, and be accountable, to the Committee.

The role of the Committee is one of stewardship and oversight. The Committee plays an important role within the control environment and monitoring components of internal control over financial reporting. Management is responsible for preparing the financial statements and financial reporting of the Corporation and for maintaining internal control and management information and risk management systems and procedures. The external auditors are responsible for the integrated audit or review of the financial statements and the internal controls over financial reporting and other services they provide.

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B. Mandate

1. Financial Statements and Financial Reporting

   The Committee shall:

   1. Review with management and the external auditors, and recommend to the Board for approval, the annual financial statements of the Corporation, the reports of the external auditors thereon and related financial reporting, including Management’s Discussion and Analysis (“MD&A”) and earnings press releases prior to the public disclosure of such information;
   2. Review with management and the external auditors, and recommend to the Board for approval, the interim financial statements of the Corporation and related financial reporting, including MD&A and earnings press releases prior to the public disclosure of such information;
   3. Review with management and recommend to the Board for approval, the Corporation’s Annual Information Forms;
   4. Review with management and recommend to the Board for approval, any financial statements of the Corporation which have not previously been approved by the Board and which are to be included in a prospectus of the Corporation;
   5. Review with management and the external auditors, and recommend to the Board for approval, management’s internal control reports of the Corporation, and the reports of the external auditors thereon and the related required disclosures in the MD&A, as required by applicable securities laws, rules and guidelines;
   6. Consider and be satisfied that appropriate processes are in place with respect to applicable certification requirements regarding the Corporation’s annual and interim financial statements and other disclosure;
   7. Consider and be satisfied 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 (other than disclosure referred to in clauses (a) and (b) above), and periodically assess the adequacy of such procedures;
   8. Review with management, the external auditors and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Corporation, and the manner in which these matters may be, or have been, disclosed in the financial statements; and
   9. Review accounting, tax and financial aspects of the operations of the Corporation as the Committee considers appropriate.


2. Relationship with External Auditors

   The Committee shall:

   1. Review and evaluate the external auditors, including the lead partner’s performance and make a recommendation to the Board as to the appointment or re-appointment of the external auditors, ensuring that such auditors are participants in good standing pursuant to applicable securities laws
   2. Consider and make a recommendation to the Board as to the compensation of the external auditors;
   3. Review and approve the annual audit plan of the external auditors;
   4. Oversee the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services, including the resolution of any disagreements between management and the external auditors;
   5. Review and discuss with the external auditors all significant relationships that the external auditors and their affiliates have with the Corporation and their affiliates in order to determine the external auditors’ independence, including, without limitation, (a) requesting, receiving and reviewing, on a periodic basis, a formal written statement from the external auditors delineating all relationships that may reasonably be thought to bear on the independence of the external auditors with 2 of 5
      respect to the Corporation, (b) discussing with the external auditors any disclosed relationships or services that the external auditors believe may affect the objectivity and independence of the external auditors, and (c) recommending that the Board take appropriate action in response to the external auditors’ report to satisfy itself of the external auditors’ independence;
   6. Monitor the rotation of partners on the audit engagement team in accordance with applicable law;
   7. As may be required by applicable securities laws, rules and guidelines, either:
      1. Pre-approve all non-audit services to be provided by the external auditors to the Corporation (or their respective subsidiaries, if any), or, in the case of de minimus non-audit services, approve such non-audit services prior to the completion of the audit; or
      2. Adopt specific policies and procedures for the engagement of the external auditors for the purpose of the provision of non-audit services; and
   8. Review and approve the hiring policies of the Corporation regarding partners, former partners, employees and former employees of the present and former external auditors of the Corporation.


3. Internal Controls

   The Committee shall:

   1. Review with management and the external auditors, the adequacy and effectiveness of the internal control and management information systems and procedures of the Corporation (with particular attention given to accounting, financial statements and financial reporting matters, and antifraud processes) and determine whether the Corporation is in compliance with applicable legal and regulatory requirements and with the Corporation’s policies;
   2. Review with management, on at least an annual basis, their approach to monitoring the performance of the internal controls over financial reporting in accordance with their CEO/CFO certification process, as required by applicable securities laws, rules and guidelines;
   3. Review the appropriateness of the accounting practices and policies of the Corporation and review any proposed changes thereto;
   4. Review the external auditors’ recommendations regarding any matters, including internal control and management information systems and procedures, and management’s responses thereto;
   5. Establish procedures for the receipt, retention and treatment of complaints, submissions and concerns, by employees or otherwise, regarding financial 3 of 5
      reporting and disclosure, accounting, internal accounting controls or auditing matters on an anonymous and confidential basis;
   6. Review policies and practices concerning the expenses and perquisites of the Chairman and CEO, including the use of the assets of the Corporation; and
   7. Review with external auditors any corporate transactions in which directors or officers of the Corporation have a personal interest.


4. Financial and Derivative Risk Management

   The Committee shall:

   1. Review with management and the external auditors their assessment of significant financial risks and exposures;
   2. Review and assess the steps that management has taken to mitigate such risks; and
   3. Report the results of such reviews to the Board for the purpose of assisting the Board in identifying the principal business risks associated with the businesses of the Corporation.

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C. Committee and Procedures

1. Composition of Committee

   The Committee shall consist of not less than three directors of the Corporation. Each Committee member shall satisfy the independence and financial literacy requirements of applicable securities laws, rules or guidelines and any other applicable regulatory rules. In particular, each member of the Committee shall have no direct or indirect material relationship with the Corporation or any affiliate thereof which could reasonably be expected to interfere with the exercise of the member’s independent judgement. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the full Board.

2. Appointment of Committee Members

   Members of the Committee shall be appointed from time to time and shall hold office at the pleasure of the Board. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board. The Board shall fill any vacancy if the membership of the Committee is less than three directors.

3. Absence of Committee Chair

   If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee who is present at the meeting shall be chosen by the Committee to preside at the meeting.

4. Authority to Engage Experts

   The Committee has the authority to communicate directly with internal and external auditors and to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set the compensation for any such counsel and advisors, such engagement to be at the Corporation’s expense.

5. Meetings

   The Committee shall meet at least four times per year and shall meet at such other times during each year as it deems appropriate. In addition, the Chair of the Committee may call a special meeting of the Committee at any time. The Committee shall meet with the external auditors on a regular basis in the absence of management and, if so requested by a member of the Committee, the external auditor shall attend every meeting of the Committee held during the term of office of the external auditor. The Chair of the Committee, the Chairman and CEO, or the Lead Director, any two members of the Committee or the external auditors may call a meeting of the Committee. The external auditors shall be provided with notice of every meeting of the Committee and, at the expense of the Corporation, shall be entitled to attend and be heard thereat. The Chair of the Committee shall hold in camera meetings of the Committee, without management present, at every Committee meeting.

6. Quorum

   A majority of the members of the Committee shall constitute a quorum.

7. Procedure, Records and Reporting

   Subject to any statute or the articles and by-laws of the Corporation, the Committee shall fix its own procedures at meetings, keep records of its proceedings and report to the Board when the Committee may deem appropriate (but not later than the next meeting of the Board).

8. Delegation

   The Committee may delegate from time to time to any person or committee of persons any of the Committee’s responsibilities that lawfully may be delegated.

9. Review of Terms of Reference

   The Committee shall review and reassess the adequacy of these mandates at least annually, and otherwise as it deems appropriate, and recommend changes to the Board. Such review shall include the evaluation of the performance of the Committee against criteria defined in the Committee and Board mandates.

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