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Governance

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AMG 2016 – Proxy Information Circular

Audit Committee Charter

EnerSpar Corp. (formerly WALMER CAPITAL CORP.) (the “Corporation”)

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. Purpose

1.1 The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory

reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and

compliance with policies and laws.

Within this mandate, the Audit Committee’s role is to:

(a) support the Board of Directors in meeting its responsibilities to shareholders;

(b) monitor the performance of and enhance the independence of the external

auditor;

(c) facilitate effective communications between management and the external auditor and provide a

link between the external auditor and the Board of Directors; and

(d) increase the credibility and objectivity of the Corporation’s financial reports and public

disclosure.

1.2 The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board

of Directors may from time to time prescribe.

2. Membership

2.1 Each member of the Audit Committee must be a director of the Corporation.

2.2 The Audit Committee will consist of at least three members, having such independence as may be

required of a “venture issuer” under National Instrument 52-110 – Audit Committees, and which

otherwise complies with applicable TSX Venture Exchange policies pertaining to Audit Committees.

2.3 The members of the Audit Committee will be appointed annually by and will serve at the discretion of the Board of Directors.

3. Authority

3.1 In addition to all authority required to carry out the duties and responsibilities included in this Charter,

the Audit Committee has specific authority to:

(a) engage, and set and pay the compensation for, independent counsel and other advisors as it determines necessary to carry

out its duties and responsibilities; and

(b) communicate directly with management and any internal auditor, and with the external auditor without management

involvement.

4. Duties and Responsibilities

4.1 The duties and responsibilities of the Audit Committee include:

(a) recommending to the Board of Directors the external auditor to be nominated by the Board of Directors;

(b) recommending to the Board of Directors the compensation of the external auditor;

(c) reviewing the external auditor’s audit plan, fee schedule and any related services proposals;

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board (“CPAB”) and enquiring if

there are any the Corporations imposed by the CPAB on the external auditor;

(f) reviewing and discussing with management and the external auditor the annual audited financial statements, including

discussion of material transactions with related parties, accounting policies, as well as the external auditor’s written

communications to the Audit Committee and to management;

(g) reviewing the external auditor’s report, audit results and financial statements prior to approval by the Board of Directors;

(h) reporting on and recommending to the Board of Directors the annual financial statements and

the external auditor’s report on those financial statements, prior to Board approval and dissemination of financial statements to

shareholders and the public;

(i) reviewing financial statements, MD&A and annual and interim earnings press releases prior to public disclosure of this

information;

(j) ensuring adequate procedures are in place for review of all public disclosure of financial information by the Corporation, prior

to its dissemination to the public;

(k) resolving disputes between management and the external auditor regarding financial reporting;

(l) establishing procedures for:

(i) the receipt, retention and treatment of complaints received by the Corporation from employees and others regarding

accounting, internal accounting controls or auditing matters and questionable practices relating

thereto; and

(ii) the confidential, anonymous submission by employees of the Corporation or concerns regarding

questionable accounting or auditing matters;

(m) reviewing and approving the Corporation’s hiring policies with respect to partners or employees (or former partners or

employees) of either a former or the present external auditor;

(n) pre-approving all non-audit services to be provided to the Corporation or any subsidiaries by the Corporation’s external

auditor;

(o) reviewing this Charter at least once annually to consider whether any changes would be desirable; and

(p) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit

Committee activities.

4.2 The Audit Committee will report, at least annually, to the Board regarding the Committee’s examinations and

recommendations.

5. Meetings

5.1 The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who

are not Officers, employees or Control Persons of the Corporation or any of its Associates or Affiliates, as such capitalized terms

are defined in applicable TSX Venture Exchange policies.

5.2 The members of the Audit Committee must elect a chair from among their number and may determine their own

procedures.

5.3 The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.

5.4 The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to attend and be

heard thereat.

5.5 Any member of the Audit Committee may call a meeting of the Audit Committee.

5.6 Commencing after such time as the Corporation is no longer a “Capital Pool Company” as defined in applicable TSX Venture

Exchange policies, the Audit Committee will meet separately with the CEO and separately with the Chief Financial Officer, at least

annually, to review the financial affairs of the Corporation.

5.7 The Audit Committee will meet with the external auditor of the Corporation at least once each year, at such time(s) as it

deems appropriate, to review the external auditor’s examination and report.

5.8 The Audit Committee shall convene a meeting of the Audit Committee at the request of the external auditor, to consider any

matter that the auditor believes should be brought to the attention of the Board of Directors or the Corporation’s shareholders.

6. Reports

6.1 The Audit Committee will record its recommendations to the Board in written form.

7. Minutes and Written Resolutions

7.1 The Audit Committee will maintain written minutes of its meetings or appropriate written resolutions in lieu of meetings,

which documents will be filed in the Corporation’s minute book, along with minutes and written resolutions of the Board of

Directors.

AMG 2016 – Proxy Information Circular

Audit Committee Charter

EnerSpar Corp. (formerly WALMER CAPITAL CORP.) (the “Corporation”)

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. Purpose

1.1 The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and compliance with policies and laws.

Within this mandate, the Audit Committee’s role is to:

(a) support the Board of Directors in meeting its responsibilities to shareholders;

(b) monitor the performance of and enhance the independence of the external auditor;

(c) facilitate effective communications between management and the external auditor and provide a link between the external auditor and the Board of Directors; and

(d) increase the credibility and objectivity of the Corporation’s financial reports and public disclosure.

1.2 The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors may from time to time prescribe.

2. Membership

2.1 Each member of the Audit Committee must be a director of the Corporation.

2.2 The Audit Committee will consist of at least three members, having such independence as may be required of a “venture issuer” under National Instrument 52-110 – Audit Committees, and which otherwise complies with applicable TSX Venture Exchange policies pertaining to Audit Committees.

2.3 The members of the Audit Committee will be appointed annually by and will serve at the discretion of the Board of Directors.

3. Authority

3.1 In addition to all authority required to carry out the duties and responsibilities included in this Charter, the Audit Committee has specific authority to:

(a) engage, and set and pay the compensation for, independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities; and

(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement.

4. Duties and Responsibilities

4.1 The duties and responsibilities of the Audit Committee include:

(a) recommending to the Board of Directors the external auditor to be nominated by the Board of Directors;

(b) recommending to the Board of Directors the compensation of the external auditor;

(c) reviewing the external auditor’s audit plan, fee schedule and any related services proposals;

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board (“CPAB”) and enquiring if there are any the Corporations imposed by the CPAB on the external auditor;

(f) reviewing and discussing with management and the external auditor the annual audited financial statements, including discussion of material transactions with related parties, accounting policies, as well as the external auditor’s written communications to the Audit Committee and to management;

(g) reviewing the external auditor’s report, audit results and financial statements prior to approval by the Board of Directors;

(h) reporting on and recommending to the Board of Directors the annual financial statements and the external auditor’s report on those financial statements, prior to Board approval and dissemination of financial statements to shareholders and the public;

(i) reviewing financial statements, MD&A and annual and interim earnings press releases prior to public disclosure of this information;

(j) ensuring adequate procedures are in place for review of all public disclosure of financial information by the Corporation, prior to its dissemination to the public;

(k) resolving disputes between management and the external auditor regarding financial reporting;

(l) establishing procedures for:

(i) the receipt, retention and treatment of complaints received by the Corporation from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practices relating thereto; and

(ii) the confidential, anonymous submission by employees of the Corporation or concerns regarding questionable accounting or auditing matters;

(m) reviewing and approving the Corporation’s hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;

(n) pre-approving all non-audit services to be provided to the Corporation or any subsidiaries by the Corporation’s external auditor;

(o) reviewing this Charter at least once annually to consider whether any changes would be desirable; and

(p) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities.

4.2 The Audit Committee will report, at least annually, to the Board regarding the Committee’s examinations and recommendations.

5. Meetings

5.1 The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who

are not Officers, employees or Control Persons of the Corporation or any of its Associates or Affiliates, as such capitalized terms are defined in applicable TSX Venture Exchange policies.

5.2 The members of the Audit Committee must elect a chair from among their number and may determine their own procedures.

5.3 The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.

5.4 The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to attend and be heard thereat.

5.5 Any member of the Audit Committee may call a meeting of the Audit Committee.

5.6 Commencing after such time as the Corporation is no longer a “Capital Pool Company” as defined in applicable TSX Venture Exchange policies, the Audit Committee will meet separately with the CEO and separately with the Chief Financial Officer, at least annually, to review the financial affairs of the Corporation.

5.7 The Audit Committee will meet with the external auditor of the Corporation at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report.

5.8 The Audit Committee shall convene a meeting of the Audit Committee at the request of the external auditor, to consider any matter that the auditor believes should be brought to the attention of the Board of Directors or the Corporation’s shareholders.

6. Reports

6.1 The Audit Committee will record its recommendations to the Board in written form.

7. Minutes and Written Resolutions

7.1 The Audit Committee will maintain written minutes of its meetings or appropriate written resolutions in lieu of meetings, which documents will be filed in the Corporation’s minute book, along with minutes and written resolutions of the Board of Directors.