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Whistle Blower Policy

I. Policy

As further described in the Code of Business Ethics and Conduct of First Uranium Corporation. (“First Uranium” or the “Company”), it is the policy of First Uranium to observe high ethical standards in all of its activities. In matters of accounting, internal accounting controls and auditing, in particular, First Uranium seeks to ensure that all transactions and corporate assets are properly accounted for and that all audits and investigations are thorough and complete. It is also important to the Company that it maintains the confidence of employees, shareholders, customers, consultants, suppliers, regulators and the public in the quality of its accounting and its general standards of business conduct.

First Uranium needs to know about any and all dishonest, fraudulent or unacceptable behaviour, conduct or practices committed by the Company’s employees, officers or directors or any dishonest, fraudulent or questionable accounting, internal accounting or auditing matters, which, in either case, if disclosed could reasonably be expected to raise concerns regarding the integrity, ethics or bona fides of the Company or its financial results or disclosures, including breaches of the Company’s Code of Business Ethics and Conduct (collectively, “Concerns”).

II. Procedures

In order to assist the Company in meeting the accounting, disclosure and ethical behaviour standards which it seeks practice, both the Corporate Governance and Nominating Committee and the Audit Committee of the Board of Directors of the Company have adopted the following procedures for the confidential submission of Concerns by any person:

1. Any person, including any employee of the Company, may submit a Concern confidentially and anonymously by using any of the following methods:

(a) directly to the Vice President, Legal of the Company, by any of the following methods:

Telephone 416-342-5635
Fax 416-342-5632
Email mary@firsturanium.com
Mailing Address Vice President, Legal
Suite 1240, 155 University Avenue
Toronto, Ontario, Canada M5H 3B7

(b) by contacting by email the Chairman of the Corporate Governance and Nominating Committee or the Chairman of the Audit Committee.

Chairman of the Corporate Governance and
Nominating Committee: pevans@firsturanium.ca

Chairman of the Audit Committee: chalsey@firsturanium.ca

A person submitting a Concern may also, on a confidential basis, direct written correspondence to the attention of the Chairman of the Corporate Governance and Nominating Committee and/or the Chairman of the Audit Committee at the Company’s address given above.

(c) by contacting the 24 hour Ethics Hotline run by KPMG Services (Pty) Limited.

24 Hours KPMG Ethics Hotline: 0800 21 25 30 (South Africa)
KPMG Hotfax: 0800 200 796 (South Africa)
KPMG Hotmail: fraud@kpmg.co.za
KPMG Hotpost: BNT 371, P.O. Box 14671, Sinoville, 0129, South Africa

2. To permit a thorough analysis, investigation and resolution by the Company, the Concern should be described in as much detail as possible, including:

• the background and history of the Concern (giving names, dates, places)
• the reasons why the particular Concern may be a violation
• the extent to which the person submitting the Concern has personally witnessed or experienced the conduct or neglect giving rise to the Concern (providing documented evidence where possible)

3. Any person wishing to submit a Concern by any of the methods described above on a confidential, anonymous basis is not required to identify himself or herself, and First Uranium will not attempt to identify such person. If the person submitting the Concern identifies himself or herself to First Uranium, First Uranium will not disclose such person’s identity within the Company or outside the Company without the person’s prior consent, except as necessary to investigate the Concern or unless otherwise required by law. Notwithstanding a person’s request to submit the Concern confidentially and anonymously, information contained in any Concern submitted may be summarized, abstracted and aggregated in a manner that does not disclose the person’s identity by First Uranium for purposes of analysis, investigation, resolution and reporting.

4. In respect of any Concern regarding a financial, internal control, accounting or auditing matter (collectively, “Financial and Accounting Matters”), subject to the authority of the Chairman of the Audit Committee, the Vice President, Legal of the Company shall, unless the Chairman of the Committee determines otherwise, be responsible for oversight of the investigation and resolution of any such Concern and reporting thereon to the Audit Committee.

5. In respect of any other types of Concerns, subject to the authority of the Chairman of the Corporate Governance and Nominating Committee, the Vice President, Legal of the Company shall, unless the Chairman of the Committee determines otherwise, be responsible for oversight of the investigation and resolution of any such Concern and reporting thereon to the Corporate Governance and Nominating Committee.

6. The Chairman of the Audit Committee or the Chairman of the Corporate Governance and Nominating Committee, as appropriate, shall be notified promptly of any submitted Concern by the Vice President, Legal. The Chairman of such Committee will promptly notify the full Board if the Chairman believes the Concern to be a major issue or that it could lead to public disclosure. The Chairman of such Committee, upon consultation with the remaining members of the Committee, shall have the authority to determine the manner and timing of, and to oversee, the investigation and resolution of any Concern, using such First Uranium resources and external advisors as the Committee deems appropriate, or to rely on the Vice President, Legal to oversee such investigation and resolution. First Uranium shall pay the cost of any external advisors retained by the Chairman of the Committee pursuant to this Section.

7. The Vice President, Legal shall report to the Company’s Audit Committee at least quarterly on the status of Concerns regarding Financial or Accounting Matters that have been submitted, or more frequently if deemed appropriate in the circumstances. The Chairman of the Audit Committee shall report to First Uranium’s Board of Directors as frequently as the Chairman of the Audit Committee deems appropriate but at least quarterly. The Vice President, Legal shall report to the Company’s Corporate Governance and Nominating Committee at least quarterly, or more frequently if deemed appropriate in the circumstances, on the status of any other Concerns. The Chairman of the Corporate Governance and Nominating Committee shall report to First Uranium’s Board of Directors as frequently as the Chairman of the Corporate Governance and Nominating Committee deems appropriate but at least quarterly.

8. The Vice President, Legal shall maintain a file of each Concern, which shall include information regarding (a) the initial submission of the Concern; (b) reporting of the Concern to the Audit Committee or the Corporate Governance and Nominating Committee, as the case may be, and the Board of Directors; (c) investigation of the Concern; (d) resolution of the Concern; and (e) if applicable, public disclosure of the matter that is the subject of the Concern.

9. Except in the case of an anonymous allegation, the person who submitted the Concern will be informed of the outcome of any investigation and/or any treatment of his or her claim or notice.

10. First Uranium will not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate, and it shall be a violation of First Uranium policy for any person to take any such action, against any other person by reason of his or her having submitted an Concern in good faith. In the event that in good faith, a person reports a Concern that is not confirmed by subsequent investigation or otherwise, no action will be taken against such person. However, in the event a person reports a Concern for frivolous or malicious purposes or for his or her own personal gain, the appropriate disciplinary action will be taken, including possible dismissal for cause, in the case of an employee or if warranted, legal action in the case of non-employees.

11. Each of the Audit Committee and the Corporate Governance and Nominating Committee shall review this policy and these procedures at least annually and if deemed necessary or appropriate make recommendations to the Board of Directors for modifications to them.