Audit Committee Charter 653081 1

AUDIT COMMITTEE CHARTER NYOTA MINERALS LIMITED ("COMPANY") 1. Composition of the Audit Committee The Committee is to include at least 2 members, as determined by the Board. At least one member is to have relevant qualifications and experience. From time to time, non Committee members may be invited by the Committee to attend meetings of the Committee, if it is considered appropriate. 2. Role of the Audit Committee The role of the Audit Committee is to: (a) monitor and review the integrity of the financial reporting of the Company, reviewing significant financial reporting judgments; (b) review the Company’s internal financial control system and, unless expressly addressed by a separate risk committee or by the Board itself, risk management systems; (c) monitor, review and oversee the external audit function including matters concerning appointment and remuneration, independence and non-audit services; (d) monitor and review compliance with the Company's Code of Conduct; and (e) perform such other functions as assigned by law, the Company's Constitution, or the Board. 3. Operations The Committee meets at least half yearly, with further meetings on an as required basis. Minutes of all meetings of the Committee are to be kept and the minutes and a report of actions taken or recommended to be given at each subsequent meeting of the full Board. Committee meetings will be governed by the same rules, as set out in the Company's ...