Share Trading Policy

Purpose of the policy

The purpose of this policy is to prescribe rules for Restricted Persons and Employees with respect to trading in securities of the Corporation by these individuals when there is Undisclosed Material Information or Pending Material Developments with respect to the Corporation. Strict adherence to these policies and guidelines will promote investor confidence in securities of the Corporation by assuring the investing community that Restricted Persons and Employees who have access to Undisclosed Material Information will not make use of it by trading in securities of the Corporation before the information has been fully disclosed to the public and a reasonable period of time for the dissemination of that information has passed.

Definitions used in this policy

“Blackout Period” means the period during which Employees and Restricted Persons are prohibited from trading in the Corporation’s securities;
“Employees” means all individuals currently employed by the Corporation who may become aware of Undisclosed Material Information;

“Consultants” means all consultants engaged by the Corporation to provide services to the Corporation under verbal or written contract who may become aware of Undisclosed Material Information;

“Information Officer” means the individual whom Employees, Consultants or Restricted Persons may contact to determine whether or not they may execute trades in the market or reveal Undisclosed Material Information in the necessary course of business;

“Material Change” means a change in the business, operations or capital of the Corporation that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the Corporation and includes a decision to implement the change by the board of directors of the Corporation or by senior management of the Corporation who believe that confirmation of the decision by the board is probable;

“Material Fact” means a fact that significantly affects or would reasonably be expected to have a significant effect on the market price or value of the Corporation's securities;
“Material Information” means any information (Material Fact or Material Change) relating to the business and affairs of the Corporation that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Corporation's securities;

“Pending Material Developments” means a proposed transaction of the Corporation that would constitute Material Information, however, a decision to proceed with the transaction has not been made by the board of directors or by senior management with the expectation of concurrence from the board;

“Restricted Persons” means:

(a) Directors and Officers of the Corporation; and
(b)Employees and Consultants who are routinely in possession of Undisclosed Material Information

“Undisclosed Material Information” means Material Information pertaining to the Corporation that has not been publicly disclosed or information that has been publicly disclosed, but a reasonable period of time for its dissemination has not passed.

Terms of this policy

If there is any question or concern with respect to the application of this policy to any employee of the Corporation or to any particular circumstance, the Information Officer should be contacted for guidance.

  1. General Prohibition

No Restricted Persons shall trade in the securities of the Corporation when they are aware of Undisclosed Material Information. In addition, Restricted Persons are prohibited from informing, or "tipping", anyone else about that information. This prohibition extends to other securities whose price or value may reasonably be expected to be affected by changes in the price of the Corporation’s securities and includes the granting or exercise of stock options.

  1. Information Officer

For purposes of this Policy, the Chief Executive Officer (primary) and the Corporate Secretary (backup) have been designated as the Information Officer(s). When Restricted Persons have concerns about whether or not certain information is Undisclosed Material Information, they should contact the Information Officer to obtain permission before executing any trades in securities of the Corporation. If the information is such that it would influence Restricted Persons to buy or sell securities of the Corporation then that fact alone suggests that it is Material Information. Restricted Persons should err on the side of caution in such matters.

  1. Undisclosed Material Information

No Restricted Person shall reveal Undisclosed Material Information to any person unless the disclosure must occur in the necessary course of business (e.g. discussions with the Corporation's bankers or advisers where the disclosure of such information is necessary). The Information Officer should be consulted to determine if it is appropriate to reveal the Undisclosed Material Information in the circumstances.

  1. Undisclosed Material Information of Other Corporations

Where Restricted Persons become aware of Undisclosed Material Information concerning another public corporation, they shall not trade in the securities of that corporation until the information is publicly disclosed and a reasonable period of time for its dissemination has passed. Generally, a “reasonable period of time” will be 24 hours.

  1. Restricted Persons

Restricted Persons are prohibited from trading whenever there are Pending Material Developments, even if they are unaware of the details of the same. As guidance, a Blackout Period must at least commence once negotiations on a proposed transaction have progressed to a point where it reasonably could be expected that the market price of the Corporation’s securities would materially change if the status of the transaction were publicly disclosed.

  1. Blackout Period

No Restricted Person shall trade in the Corporation’s securities when Material Information has not been disclosed and for a reasonable period of time following the disclosure of that information. The purpose of the Blackout Period is to allow the market to fully reflect the Material Information in the price of the Corporation’s securities. The Information Officer(s), in consultation with senior management, will be responsible for setting the length of the Blackout Period and notifying Restricted Persons of it.

The Information Officer should consider setting, and advising of, specific and routine Blackout Periods for routine and scheduled material announcements, such as quarterly and annual financial information; for example, everyone involved with financial statement preparation or approval should be subject to a regular Blackout Period two weeks prior to the scheduled release of the statements and 24 hours after their actual release.

  1. Insider Trading Reports

Directors, senior officers and persons beneficially owning or controlling more than 10% of the voting rights of a public corporation are required to file insider trading reports on SEDI within 10 days of a change in their ownership position in any securities of the Corporation (this includes the grant of options or other convertible securities to such persons or the exercise by them of such options or convertible securities).

  1. Penalties

When Restricted Persons are caught trading on Undisclosed Material Information, disciplinary actions could result in termination of employment or the consulting arrangement or implementation of a probationary period. The Corporation will also report the matter to the appropriate regulatory authorities.
The prohibition against trading on Undisclosed Material Information as set forth in Canadian securities legislation can be enforced through a wide range of penalties, including:

(a) fines and penal sanctions;
(b) civil actions for damages;
(c) an accounting to the Corporation for any benefit or advantage received; and
(d) administrative sanctions by securities commissions, such as cease trade orders and removal of exemptions.

  1. Policy Review

The Corporation will review this policy annually to ensure that it is achieving its purpose. Based on the results of the review, the Policy may be revised accordingly.