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WHISTLEBLOWER POLICY AND PROCEDURES

FOR COMPLAINTS REGARDING ACCOUNTING,

INTERNAL ACCOUNTING CONTROLS OR AUDITING MATTERS

INTRODUCTION

For Redcorp Ventures Ltd., and its subsidiaries (the “Company”), the Audit Committee of the Board of Directors seeks to facilitate disclosure relating to accounting, internal accounting controls and auditing matters (the “Procedures”), to encourage proper individual conduct and to alert the Audit Committee to potential problems before they have serious consequences. Accordingly, the Audit Committee has established the following Procedures for the receipt, retention and treatment of complaints regarding questionable accounting, internal accounting controls or auditing matters received by the Company (“Complaints”), and for the confidential, anonymous submission of such Complaints by employees and consultants.

PROCEDURES FOR COMPLAINTS

A. Scope of Matters Covered by These Procedures

These Procedures include, without limitation, the following:

· fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;

· fraud or deliberate error in the recording or maintaining of financial records of the Company;

· deficiencies in or non-compliance with the Company's internal accounting controls;

· misrepresentations or false statements to or by an officer of the Company or an accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or

· deviation from reporting of the Company's financial condition as required by applicable laws and regulations.

B. Submission and Receipt of Complaints

1. In General

A person with a Complaint should promptly report the Complaint in writing to the Company's Compliance Officer. Complaints may, however, be submitted telephonically, in person, by e-mail or by suggestion-box drop. Contact information for the Company's Compliance Officer is posted on the Company's bulletin board, available from the address book in the Company's e-mail system, is attached to this Whistleblower Policy and has been provided to our off-site employees and consultants. The Compliance Officer will maintain the confidentiality and anonymity of persons making Complaints to the fullest extent reasonably practicable within the legitimate needs of law and any ensuing evaluation or investigation.

2. Anonymous Complaints

Employees and consultants who have Complaints may, rather than submitting such Complaints directly to the Compliance Officer, submit them confidentially and anonymously by sending an e-mail through a Company provided website. The system has been designed to ensure that neither the Compliance Officer nor the Company will be able to determine who originated the e-mail. The contact information for sending an anonymous e-mail to the Compliance Officer can be obtained as described below in this document.

C. Content of Complaints

To assist the Company in the response to or investigation of a Complaint, the Complaint should be factual rather than speculative, and contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the Complaint. It is less likely that the Company will be able to conduct an investigation based on a Complaint that contains unspecified wrongdoing or broad allegations without verifiable evidentiary support. Without limiting the foregoing, the Complaint should, to the extent possible, contain the following information:

· the alleged event, matter or issue that is the subject of the Complaint;

· the name of each person involved;

· if the Complaint involves a specific event or events, the approximate date and location of each event; and

· any additional information, documentation or other evidence available to support the Complaint.

D. Retention of Complaints

Written copies of all Complaints shall be kept in a Complaint file. Copies of Complaints and the Complaint file shall be maintained for three years from when the matter was officially closed.

E. Treatment of Complaints

A copy of all Complaints shall promptly be forwarded to the Audit Committee. The Compliance Officer shall evaluate each Complaint and may, in consultation with the Audit Committee, conduct an investigation based upon a Complaint. The Audit Committee may, in its discretion, appoint a person other than the Compliance Officer to initiate and direct an investigation, including an outside attorney or consultant. The Audit Committee may, at any time, request a briefing regarding any investigation of a Complaint and any findings regarding a Complaint. The Audit Committee shall have full authority to determine the corrective action, if any, to be taken in response to a Complaint and to direct additional investigation of any Complaint.

F. Confidentiality/Anonymity

The Company shall maintain the confidentiality or anonymity of the person making the Complaint to the fullest extent reasonably practicable within the legitimate needs of law and of any ensuing evaluation or investigation. Legal or business requirements may not allow for complete anonymity. Also, in some cases it may not be possible to proceed with or properly conduct an investigation unless the complainant identifies himself or herself. In general, it is less likely that an investigation will be initiated in response to an anonymous Complaint due to the difficulty of interviewing anonymous complainants and evaluating the credibility of their Complaints. In addition, persons making Complaints should be cautioned that their identity might become known for reasons outside of the control of the Company. The identity of other persons subject to or participating in any inquiry or investigation relating to a Complaint shall be maintained in confidence subject to the same limitations.

G. Protections from Retaliation

Employees and consultants are entitled to protection from retaliation for having, in good faith, made a Complaint, disclosed information relating to a Complaint or otherwise participated in an investigation relating to a Complaint. The Company shall not discharge, demote, suspend, threaten, harass or in any manner discriminate against an employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of Complaints, participation in a related investigation or otherwise. An employee's right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the Complaint or an ensuing investigation.

These procedures are in no way intended to limit the rights of employees or consultants to report alleged violations relating to accounting or auditing matters to proper governmental and regulatory authorities.

H. Compliance Officer Contact Information

Contact information for the Compliance Officer is as follows:

· By mail – You may identify yourself or send your information anonymously to:

Attention: Compliance Officer

Redcorp Ventures Ltd.

800 – 1281 West Georgia Street

Vancouver, BC V6E 3J7