• BOARD OF DIRECTORS

    The following table sets forth the names and place of residence of all directors of Thistle, the respective positions in Thistle held by each such person, each person's principal occupation, business or employment and the date each such person became a director of Thistle. The directors listed below will hold office until the next annual meeting of shareholders of Thistle or until their successors are elected or appointed. The Right Honourable Lord Lang of Monkton is the only director who was a director of the Company prior to the implementation of the Companies' Creditors Arrangement Act ("CCAA").

    The Rt. Hon. Lord Lang of Monkton (1), (2), (3)
    Director and Chairman
    Scotland
    Business Consultant
    Since: May 22, 1998

    Alekseev Sergey Aleksandrovich
    Director
    Moscow, Russia
    COO in CJSC "SoyuzNefteGaz" Moscow
    Since: February 7, 2007

    Jeffery Barnes (2), (3)
    Director
    Ontario, Canada
    Lawyer, Heenan Blaikie LLP
    Since: June 30, 2005

    Barry Goldberg (1), (3)
    Director
    Ontario, Canada
    Principal, Genuity Capital Markets
    Since: June 30, 2005

    Alexey Kruzhkov (1), (2)
    Director
    England
    Executive Director/Finance, Waterford Finance and Investment Limited
    Since: June 30, 2005

    Paul Marchand
    Director
    England
    General Counsel, Meridian Securities (UK) Limited
    Since: November 11, 2005

    Notes:
    (1) Member of the audit committee.
    (2) Member of the corporate governance, compensation and nominating committee.
    (3) Member of the independent committee.

    Each of the directors and executive officers has been engaged in the principal occupation described above during the last five years except as follows:

    Lord Lang: was President of the Board of Trade and Secretary of State for Trade and Industry in the British Cabinet from 1995 to 1997 and Secretary of State for Scotland from 1990 to 1995. He is currently on the boards of several companies, including Marsh & McLennan Companies Inc., Charlemagne Capital Ltd. and US Special Opportunities Trust plc, involved in finance and industry. He became Chairman of Thistle in 1998.

    Alekseev Sergey Aleksandrovich: was Vice-President, Director and Senior Vice-President of ABN AMRO in Moscow for 7 years and was responsible for its natural resources practice, which incorporated, major Russian mining houses such as Norisk Nickle, Alrosa and Polimetal. Prior to becoming Managing Director in SoyuzNefteGaz Vostok Ltd. (Guernsey), he held the position of First Vice-President of Rosneft, the oil company, and was responsible for finance and new business development.

    Jeffery Barnes: practices law and has been a partner of Heenan Blaikie LLP since February 2006. Mr. Barnes practiced law and was a partner of Fraser Milner Casgrain LLP from 1990 to January 2006.

    Barry Goldberg: has been a principal of Genuity Capital Markets since January 2005 where he has continued his role as a leading advisor in Canada's largest corporate restructuring situations representing stakeholders' interests in the negotiation, development and implementation of financial restructuring and recapitalization strategies. From 1998 to 2005, Mr. Goldberg was a Managing Director at BMO Nesbitt Burns Inc. where he was the Head of Restructuring.

    Alexey Kruzhkov: has been the Executive Director/Finance of London-based Waterford Finance and Investment Limited since 2003 where he is responsible for financial performance of the company, financial reporting and control, audit, new contract negotiations and project financings. Prior to joining Waterford in 2003, Mr. Kruzhkov held management positions at companies affiliated with Waterford where he was responsible for operations and finance activities, including Oxoil Ltd., SINCO (Siberian Oil Company) and Wisewood Ltd.

    Paul Marchand: has been General Counsel of Meridian Securities (UK) Limited since June 2005. From June 2005 to January 2006, he was also the Company Secretary of Thistle. From October 1998 to May 2005, Mr. Marchand practiced law at White & Case LLP and became a partner in 2003.

    BOARD COMMITTEES

    Audit Committee

    The members of the Audit Committee are Barry Goldberg (Chairman), The Right Honourable Lord Lang of Monkton and Alexey Kruzhkov.

    The Audit Committee's primary duties and responsibilities are to:

    • Identify and monitor the management of the principal risks that could impact the financial reporting of the Company.
    • Monitor the integrity of the Company's financial reporting process and system of internal controls regarding financial reporting and accounting compliance.
    • Monitor the independence and performance of the Company's external auditors.
    • Provide an avenue of communication among the external auditors, management and the Board of Directors.

    Corporate governance, compensation and nominating committee

    The members of the Corporate Governance, Compensation and Nominating Committee of Thistle Mining Inc. are Jeffery Barnes (Chairman), The Right Honourable Lord Lang of Monkton and Alexey Kruzhkov.

    The committee is responsible for:

    • Identifying and recommending to the Board of Directors suitable director candidates and considering whether the current number of directors facilitate effective decision-making.
    • Making recommendations to the Board on an annual basis in respect of compensation of the Chief Executive Officer, Chief Financial Officer and other officers and non-executive members of the Board.
    • Conduct a self-evaluation of the Board of Directors and each of the committees of the Board at least annually to assess their respective levels of effectiveness.

    Independent committee

    The members of the Independent Committee of Thistle Mining Inc. are The Right Honourable Lord Lang of Monkton (Chairman), Jeffery Barnes and Barry Goldberg.

    The committee is responsible for deliberating on matters affecting minority shareholders in which the majority shareholders may have a vested interest and make recommendations as appropriate to the Board of Directors.