Corporate Governance Policy

The board of directors (the "Board") and senior management of Candente Gold Corp. (the "Company") consider sound corporate governance to be a central component in the effective and efficient operation of the Company. Therefore, the Company has established the following Statement of Corporate Governance Policies (the "Statement"). The Statement describes the basic approach of the Company to corporate governance and is set out below.

Code of Ethics policy

The Code of Ethics applies to Candente Gold Corp. ("Candente Gold", or the "Company") and all its Subsidiary and affiliated companies.

Audit Committee

The Audit Committee is elected by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Audit Committee's primary duties and responsibilities are to:

Compensation Committee

The Candente Gold Compensation Committee will discharge the Board's responsibilities relating to compensation of the Company's executive officers. The Committee is responsible for recommending levels of executive compensation that are competitive and motivating in order to attract, hold and inspire the chief executive officer, senior officers and other key employees and for recommending compensation for Directors.

Corporate Disclosure Policy

The objective of this disclosure policy is to ensure that communications to the investing public about Candente Gold Corp. (the "Company") and its subsidiaries (the Company and its subsidiaries are collectively referred to as the "Group") are:

Whistleblower Policy

Candente Gold Corp. (the "Company") has implemented a Code of Ethics (the "Code") that requires its directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the Company, they are expected to practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

Stock Option Plan

The Candente Gold Stock Option Plan encourages common stock ownership by directors, officers, employees, and consultants of the Company who are primarily responsible for the management and profitable growth of its business and to advance the interests of Candente Gold by providing additional incentive for superior performance and to enable the Company to attract and retain valued directors, officers, employees and consultants.