STELLAR BIOTECHNOLOGIES, INC. AUDIT COMMITTEE CHARTER 1. Charter. This charter (this " Charter ") governs the operations of the Audit Committee (the " Committee ") of the Board of Directors (the " Board ") of Stellar Bio

STELLAR BIOTECHNOLOGIES, INC.

AUDIT COMMITTEE CHARTER

This charter (this "Charter") governs the operations of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Stellar Biotechnologies, Inc. (the "Company"). The Committee shall review and reassess this Charter at least annually and recommend any proposed changes to the Board for approval.

The purpose of the Committee is to oversee the Company's accounting and financial reporting processes and the audits of the Company's financial statements. In that regard, the Committee assists the Board in monitoring:

The Committee shall also prepare the report required to be included in the Company's annual proxy statement pursuant to applicable rules and regulations of the Securities and Exchange Commission (the "Commission") as promulgated from time to time, as well as the report to be included in the Management Proxy Solicitation Information Circular (MIC) required to be furnished under applicable Canadian securities law and/or the rules and regulations of the TSX Venture Exchange ("TSX-V") as promulgated from time to time.

The primary role of the Committee is to oversee the Company's financial reporting and disclosure process. To fulfill this obligation and perform its duties, the Committee will maintain effective working relationships with the Board, management, the Company's internal auditor, and the Company's independent auditor. It is not the duty of the Committee to prepare the Company's financial statements, to plan or conduct audits, or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles ("GAAP"). The Company's management is responsible for preparing the Company's financial statements and for maintaining internal controls, and the independent auditor are responsible for auditing the financial statements. Nor is it the duty of the Committee to assure compliance of the Company's policies and procedures with applicable laws and regulations.

The Committee shall consist of a minimum of three directors, each of whom is independent from the management of the Company. The members of the Committee shall be appointed by the Board, which shall recommend for Committee membership such directors as it believes are qualified. Members of the Committee shall serve at the pleasure of the Board and shall serve and for such term or terms as the Board may determine.

Each member of the Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the "Exchange Act"), the rules of the NASDAQ Stock Market ("NASDAQ"), and the rules of the TSX-V. No member of the Committee can have participated in the preparation of the financial statements of the Company or its subsidiaries at any time during the past three years.

Each member of the Committee must be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. At least one member of the Committee must be an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication.

While there is no limit on the number of public company audit committees on which a director may serve, if a director serves on more than two public company audit committees in addition to this Committee (i.e., more than three public company audit committees in total), his or her service on this Committee shall be subject to the Board's determination that such simultaneous service on such other audit committees will not impair his or her ability to effectively serve on this Committee.

The Committee shall meet as often as it determines necessary in order to perform its responsibilities, but in no event less than quarterly. The Committee shall meet separately from the Board; provided, however, the Committee may meet immediately before or after any meeting of the Board. The Committee may hold meetings at such times and locations as the Committee may determine.

The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board or at set forth in the Company's bylaws. The Committee shall meet periodically in separate executive sessions with management, the internal auditor and the independent auditor, and have such other direct and independent interaction with such persons from time to time as the members of the Committee deem appropriate. The Committee may request any officer or employee of the Company, the Company's outside counsel or the Company's independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

The Committee shall fulfill the following roles and discharge the following responsibilities:

The Committee shall have the sole and direct responsibility for the appointment, compensation, retention and oversight of the work of an independent registered public accounting firm to act as the Company's independent auditor for the purpose of auditing the Company's annual financial statements, books, records, accounts and internal controls over financial reporting. The Committee shall also be responsible for resolving disagreements between management and the independent auditor regarding financial reporting. The independent auditor shall report directly to the Committee. In carrying out this duty, the Committee shall have the responsibility and authority:

The Committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of certain obligations, commitments and liabilities of the Company. In carrying out this duty, the Committee shall have the responsibility and authority:

The Committee shall review the Company's financial statements and financial information prior to its release to the public and review, approve and oversee certain transactions and arrangements. In carrying out this duty, the Committee shall:

The Committee shall have the resources and the authority appropriate to discharge its responsibilities under this Charter, including the authority to:

Costs incurred by the Committee in performing its functions under this Charter shall be borne by the Company. Any significant expenses incurred by the Committee shall be reported to the Board.

Adopted by the Board of Directors on June 3, 2014.

Appendix - Guidance Regarding the Roles and Responsibilities of Audit Committee Members

The following guidance is intended to provide the Committee members with additional guidance on fulfillment of their roles and responsibilities while serving on the Committee:

Annual FinancialStatements

Interim Financial Statements

Compliance with Laws and Regulations

Other Responsibilities