Orezone Gold : Description of the Chair of the Board

Position Description

Chair of the Board

The Chair of the Board of Directors (the "Board") takes all reasonable measures to ensure the Board fulfills its oversight responsibilities in the best interests of the Company. The Chair is responsible for the management and the effective performance of the Board, and for providing leadership and direction to the Board.

The Chair is expected to be independent on appointment and is expected to remain independent throughout his/her tenure.

In addition to the responsibilities applicable to all directors of the Company, the responsibilities of the Chai of the Board include the following:

1. scheduling and presiding at all meetings of the Company's shareholders and of the Board;
2. ensuring that the Board is an effective and balanced team, to initiate change and plan non-executive director succession, with recommendation from the Corporate Governance and Nominating Committee;
3. assisting the Board, Board Committees and the individual directors in effectively understanding and discharging their respective duties and responsibilities;
4. ensuring an appropriate Director induction program is in place and taking lead in identifying and meeting the development needs of the Board as a whole;
5. ensuring the Board works as a cohesive team with open communication by encouraging participation and discussion by individual directors, facilitating consensus, and ensuring that clarity regarding decisions is reached and duly recorded;
6. promoting and overseeing the highest standards of corporate governance within the Board and the Company;
7. fostering ethical and responsible decision making by the Board and its individual members;
8. leading the Board in discussions on all proposals or recommendations by the executive team;
9. providing advice and counsel to the Chief Executive Officer of the Company;
10. overseeing an annual review and assessment of the effectiveness of the Board of Director's Mandate, and in evaluating the Board's effectiveness, collectively and

Version 180628

1

individually, in fulfilling the Mandate and complying with the Company's Code of Business Conduct & Ethics;

1. ensuring the independent directors regularly discuss in camera, without the presence of management, the Company's affairs;
2. maintaining a process to ensure compliance with Board policy on matters reserved for the Board's consideration; and
3. leading the process to identifying suitable successors for the CEO position and working with the Corporate Governance and Nominating Committee to recommend a candidate to the Board.

Reviewed and approved by the Board of Directors

June 28, 2018

Version 180628

2