Powertech Uranium Corp. - Disclosure Policy

Code of Ethics Environmental Policy

Disclosure Policy

Audit Committee Charter Forward-Looking Statements

POWERTECH URANIUM CORP.
("the Company")
DISCLOSURE, CONFIDENTIALITY AND INSIDER TRADING POLICY

1. PURPOSE OF THIS POLICY

The purpose of this Disclosure, Confidentiality and Insider Trading Policy (the "Policy") of the Company is to set out certain policies to ensure that:

the Company complies with its timely disclosure obligations as required under applicable Canadian and other applicable securities laws, including, but not limited to, the Securities Act (British Columbia) (the "Act");
the Company prevents the selective disclosure of Material Changes (as defined in Section 8.1 hereof) to analysts, institutional investors, market professionals and others;
Documents (as defined in Section 5.2 hereof) or Public Oral Statements (as defined in Section 6.2 hereof) made by a person with actual, implied or apparent authority to speak on behalf of the Company that relate to the business and affairs of the Company do not contain a Misrepresentation (as defined in Section 5.3 hereof);
all persons to whom this Policy applies understand their obligations to preserve the confidentiality of Undisclosed Material Information (as defined in Section 12.1 hereof);
all persons to whom this Policy applies who have Undisclosed Material Information are prohibited from: (i) trading in securities of the Company on such Undisclosed Material Information and (ii) Tipping (as defined in Section 12.3 hereof); and
the chief executive officer (the "Chief Executive Officer") and the chief financial officer (the "Chief Financial Officer") of the Company receive reports prior to such officers executing their certifications related to the Company’s Core Documents (as defined in Section 5.4 hereof) setting out the evaluation, findings and conclusions of the Disclosure Committee (as defined in Section 3.1 hereof) regarding the effectiveness of the Company’s Disclosure Controls and Procedures (as defined in Section 3.2(f) hereof) and the Disclosure Committee’s assessment of the quality of the disclosure made in the Core Documents.

Capitalized terms that are used in this Policy have the meanings set out in this Policy or the attached Schedules. All other terms used in this Policy (whether capitalized or not) have the meanings set out in the Act and applicable rules thereunder.

The fact that this Policy contains lengthy and detailed provisions does not mean that it covers all circumstances that may arise. The subject matter of this Policy can raise difficult questions. Those questions can often only be resolved satisfactorily only with experience and the making of informed judgments, often with the assistance of legal and other professional advice. This Policy will be interpreted and applied to achieve the purposes for which it was adopted.

Violations of this Policy can result in acute embarrassment to the Company and harm to its reputation in the business and investment community. Violation of this Policy may also constitute a breach of securities law, including, but not limited to, laws against insider trading and Tipping, and the Company may refer any such breach to the appropriate regulatory authorities. Accordingly, violation of this Policy could lead to fines, penalties, imprisonment and liability to investors and the Company for damages. The onus of complying with this Policy and the relevant rules is on each person subject to this Policy, each of whom is expected to be familiar with this Policy. A failure to comply with this Policy may result in the immediate suspension or dismissal of any Officer or Employee or a request for the resignation of a Director.

2. APPLICATION OF THIS POLICY

The main groups of persons to whom this Policy applies are set out in Schedule "A" attached hereto. References in this Policy to "any person to whom this Policy applies" or other such similar references are intended to include persons in all of the groups set out in Schedule "A".

This Policy applies to all methods and forms of communication by the Company and its Subsidiaries, including, but not limited to, disclosures that may reasonably be expected to be Generally Disclosed (as defined in Section 12.1 hereof) in Documents, news releases, Public Oral Statements, information contained on the Company’s website and other electronic communications.

3. DISCLOSURE COMMITTEE

3.1 Structure of the Disclosure Committee

Various representatives of the Company (the "Disclosure Committee"), as may be designated by the Chief Executive Officer and the Chief Financial Officer, from time to time, will be responsible for the implementation of this Policy. Notwithstanding the foregoing, the composition of the Disclosure Committee may change from time to time and the Company will advise all persons to whom this Policy applies of any such changes. A majority of the members of the Disclosure Committee present in person or by conference call at the time a meeting is convened will constitute a quorum for all purposes.

3.2 Responsibilities of the Disclosure Committee

The Disclosure Committee will have the responsibility to:

evaluate the necessity of making public disclosures;
review and approve, before they are Generally Disclosed, each Document to assess the quality of the disclosures made in the Document including, but not limited to, whether the Document is accurate and complete in all material respects;
review and approve the guidelines and procedures to be distributed to appropriate management and other Company personnel designed to gather the information required to be disclosed in Core Documents;
establish timelines for the preparation of Core Documents, which timelines will include critical dates and deadlines during the disclosure process relating to: (i) the preparation of drafts, (ii) the circulation of drafts to appropriate Company personnel, the Company’s independent auditors and the Audit Committee of the board of directors of the Company (the "Board"), (iii) the receipt of comments, and (iv) the review of the comments by the Disclosure Committee. Such timetables will allow for circulation of draft Core Documents to the Chief Executive Officer, the Chief Financial Officer, the Audit Committee of the Board and the Board sufficiently in advance of the applicable filing deadline in order to enable such persons to review carefully the filing and discuss any questions and comments related thereto;
make determinations about whether:
1. any information is Material Information,
2. a Material Change has occurred,
3. selective disclosure has been or might be made, or
4. a Misrepresentation has been made;
oversee the design and implementation of this Policy and the Company’s "Disclosure Controls and Procedures", which are defined as controls and procedures that are designed to ensure that information required to be disclosed by the Company in its Core Documents is recorded, processed, summarized and reported within the specified time periods;
periodically evaluate the effectiveness of the Company’s Disclosure Controls and Procedures, particularly prior to the filing of each Core Document, and assist the Chief Executive Officer and the Chief Financial Officer with their evaluation of the effectiveness of such Disclosure Controls and Procedures. The Disclosure Committee’s evaluation will include an assessment of the adequacy of the controls and procedures in place to ensure that material information required to be disclosed in the Core Documents is being recorded, processed, summarized and reported;
make recommendations to the Chief Executive Officer and the Chief Financial Officer with respect to the disclosures to be contained in the Core Documents to be filed by the Company;
in its discretion, conduct interim evaluations of the Company’s Disclosure Controls and Procedures in the event of significant changes in securities regulatory requirements, Canadian GAAP, legal or other regulatory policies, or stock exchange requirements, or if it otherwise considers such evaluations appropriate;
educate the Directors, Officers, Employees and Contractors about the matters contemplated by this Policy;
monitor the effectiveness of, and compliance with, this Policy and report to the Audit Committee of the Board on the operation of this Policy, or to the Chief Executive Officer and the Chief Financial Officer in the case of the effectiveness of the Disclosure Controls and Procedures and the Disclosure Committee’s assessment of the quality of the disclosures made in Documents, and recommend any necessary changes to this Policy;
annually review and re-assess the adequacy of this Policy and, if necessary, recommend any proposed changes to the Chief Executive Officer and the Chief Financial Officer for approval such that the Policy complies with changing requirements and best practices;
accumulate information which may be required to be reported upon or disclosed and communicated to the executive officers of the Company to allow the Company to meet its disclosure obligations on a timely basis; and
report to the Chief Executive Officer and the Chief Financial Officer prior to such officers executing their certifications related to the Core Documents setting out the evaluation, findings and conclusions of the Disclosure Committee regarding the effectiveness of the Disclosure Controls and Procedures and the Disclosure Committee’s assessment of the quality of the disclosures made in the Core Documents.

3.3 Meetings of the Disclosure Committee

The Disclosure Committee will meet informally as circumstances dictate and minutes of such meetings will be maintained by a person appointed by the Disclosure Committee. Any member of the Disclosure Committee may call a meeting of the Disclosure Committee, with or without notice as circumstances dictate, to consider any matter within the mandate of the Disclosure Committee. Unless otherwise set out in this Policy, or as established by the Disclosure Committee from time to time, all of the rules of procedure with respect to meetings and other activities of the Board will apply to the Disclosure Committee.

3.4 Consulting Outside Advisors

The Disclosure Committee may consult with the Company’s legal counsel and other appropriate expert advisors as it considers necessary in connection with this Policy.

4. INDIVIDUALS WHO ARE AUTHORIZED TO SPEAK ON BEHALF OF THE COMPANY

4.1 Authorized Spokesmen

Unless otherwise authorized by the Disclosure Committee, only members of the Disclosure Committee are authorized to make Public Oral Statements or to initiate contacts with analysts, the media and investors. Notwithstanding the foregoing, the individuals ("Spokesmen") listed below (but only these individuals) are authorized to respond to analysts, the media and investors on behalf of the Company and only with respect to the areas noted opposite their respective names. The list may be changed by the Disclosure Committee from time to time.

Spokesmen

Richard Clements Jr.
President and Chief Executive Officer

Wallace Mays
Chairman

Thomas Doyle
Chief Financial Officer

Greg Burnett
VP Administration

Richard Blubaugh
VP Health Safety and Environmental

James Bonner
VP Exploration

Mark Hollenbeck
Project Manager

Peter Webb
PR Staff

Dick Brown

Larry Mann

Diamond B Communications

Marlies Studer

Area

All Areas

All Areas

All Areas

All Areas

Project Status / Developments
- All Projects

Project Status / Developments
- All Projects

Project Status / Developments
- Wyoming, South Dakota

Project Status / Developments
- Centennial

Project Status / Developments
- Centennial
Project Status / Developments
- Wyoming, South Dakota
Project Status / Developments
- Wyoming, South Dakota
Corporate News
- Investor Relations

4.2 Notification

Any person (other than a Spokesman) to whom this Policy applies who is approached by a securities regulator, the media, an analyst, investor or any other member of the public to comment on the business and affairs of the Company, will refer all inquiries to the Chief Executive Officer or the Chief Financial Officer and will immediately notify the Chief Executive Officer and the Chief Financial Officer that the approach was made.

5. PROCEDURES REGARDING THE PREPARATION AND RELEASE OF DOCUMENTS

5.1 Procedures

The procedures set out in this Article 5 apply to all Directors, Officers, Employees and Contractors.

5.2 Document

A "Document" means any public written communication, including, but not limited to, a communication prepared and transmitted in electronic form (hereinafter referred to as a "Document"):

that is required to be filed with the British Columbia Securities Commission (the "BCSC"), any other securities regulatory authority in Canada or the United States Securities and Exchange Commission (the "SEC"), either on the System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com or on the Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system at www.sec.gov or otherwise;
that is not required to be filed with the BCSC, with the SEC or on the SEDAR website or on the EDGAR system but is so filed;
that is filed or required to be filed with a government or an agency of a government under applicable law or with any stock exchange or similar institution under its bylaws, rules or regulations; or
the content of which would reasonably be expected to effect the market price or value of the securities of the Company.

5.3 Misrepresentation

A"Misrepresentation" means:

an untrue statement of a Material Fact (as defined herein); or
an omission to state a Material Fact that is required to be stated or that is necessary to make a statement not misleading in the circumstances in which it is made.

5.4 Core Documents

The Act distinguishes between "Core Documents" and "non-core documents". For the purpose of this Policy, the following documents are "Core Documents":

prospectuses;
take-over bid circulars;
issuer bid circulars;
directors’ circulars;
rights offering circulars;
management’s discussion and analysis ("MD&A");
annual information forms;
information circulars;
annual financial statements;
interim financial statements; and
material change reports.

5.5 Regulatory Filing Procedures

Prior to the time that any Document is to be: (i) released to the public, (ii) filed with the BCSC, any other securities regulatory authority in Canada, the SEC, or (iii) filed on SEDAR or EDGAR, the following procedures will be observed:

the Document will be prepared in consultation with, and be reviewed by, personnel in all applicable internal departments of the Company, and input from external experts and advisors will be obtained as necessary;
any Core Document, other than a material change report, will be reviewed and approved by the Disclosure Committee;
any news release which contains Undisclosed Material Information or any material change report will be reviewed and approved by the Chief Executive Officer or the Chief Financial Officer and at least one member of the Disclosure Committee;
any news release which does not contain Undisclosed Material Information will be reviewed and approved by the Chief Executive Officer or the Chief Financial Officer and at least one member of the Disclosure Committee;
1. in the event a report, statement or opinion of any expert is included or summarized in a Document, the written consent of the expert to the use of the report, statement or opinion or extract thereof and the specific form of disclosure will be obtained. In addition, the Disclosure Committee will be satisfied that:
  1. there are no reasonable grounds to believe that there is a Misrepresentation in the part of the Document made on the authority of the expert, and
  2. part of the Document fairly represents the expert report, statement or opinion;
1. Core Documents, other than material change reports, will be provided to the Directors sufficiently in advance of the time they are to be filed or released to allow the Directors to review and comment on such documents. It is recognized that the requirement to make prompt disclosure of Material Changes by way of news releases may make it difficult to have certain news releases and material change reports reviewed by all of the Directors; and
in the case of interim financial statements, annual financial statements and interim and annual MD&A, such documents will be reviewed and approved by the Audit Committee in accordance with the Audit Committee Charter following approval of the Disclosure Committee and prior to submission to the Board as a whole.

5.6 Forward-Looking Information Additional Disclosure

In the event that a Document contains any Forward-Looking Information (as defined in Section

5.7 hereof) this information will be specifically identified as such and the following additional disclosure will be provided in written form in the Document where the Forward-Looking Information appears:

reasonable cautionary language identifying the Forward-Looking Information as such;
identifying the material factors that could cause actual results to differ materially from expected results from a conclusion, forecast or projection in the Forward-Looking Information; and
a statement of the material factors or assumptions that were applied in the Forward-Looking Information.

5.7 "Forward-Looking Information"

Forward-Looking Information means all disclosure regarding possible events, conditions or results (including, but not limited to, future-oriented financial information with respect to prospective results of operations, a prospective financial position or prospective changes in financial position that is based on assumptions about future economic conditions and courses of action) that is presented as either a forecast or a projection. An example of Forward-Looking Information would include the discussion of trends and prospects for the Company in its MD&A.

6. PROCEDURES REGARDING PUBLIC ORAL STATEMENTS

6.1 Actual or Implied Authority

The procedures set out in this Article 6 apply to all Directors, Officers, Employees, Contractors and Spokesmen and any other person with actual or implied authority to make a Public Oral Statement.

6.2 Public Oral Statement

A "Public Oral Statement" is any oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become generally disclosed. Examples of a Public Oral Statement include, but are not limited to, speeches, presentations, news conferences, conference calls, webcasts, interviews and discussions with analysts where the Company’s business and affairs, prospects or financial condition is discussed. The following procedures will be observed in respect of any Public Oral Statements made by or on behalf of the Company:

(a) such Public Oral Statements will be made only by the Spokesmen authorized by this Policy to make Public Oral Statements on behalf of the Company;
any Public Oral Statement referring to a statement, report or opinion of an expert in whole or in part will have the prior written consent of said expert prior to a Spokesmen making a Public Oral Statement in respect thereof;
the Spokesmen will ensure that any Public Oral Statements on behalf of the Company do not contain a Misrepresentation and comply with Article 14 hereof and Section 5.6 hereof;
a transcript or electronic recording of any Public Oral Statement that is a presentation, speech or interview made by any Spokesman will be generated, as is reasonably practical, and furnished to the Chief Executive Officer in advance of (if applicable) or immediately following the making of such Public Oral Statement; and
the Chief Executive Officer will review the transcript and/or electronic recording of each Public Oral Statement made by or on behalf of the Company to ensure that the Public Oral Statement does not contain a Misrepresentation. If such Public Oral Statement is found to contain a Misrepresentation, the Chief Executive Officer will advise the Disclosure Committee and the Company will immediately correct the Misrepresentation.

6.3 Cautionary Statement

Where a Public Oral Statement contains Forward-Looking Information, the Spokesmen, prior to making such a Public Oral Statement, will be instructed to:

make a cautionary statement indicating that the Public Oral Statement contains Forward-Looking Information;
state that the actual results could differ materially from a conclusion, forecast or projection in the Forward-looking Information;
state that certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection reflected in the Forward-Looking Information; and
identify a readily-available Core Document where additional information can be found about the material factors that could cause actual results to differ materially from the conclusion, forecast or projection in the Forward-Looking Information, and the material factors or assumptions that were applied in drawing the conclusion or making a forecast or projection as reflected in the Forward-Looking Information.

The statement will be substantially similar to the following statement:

"Some of my commentary concerning future events or our future financial performance are forward looking statements which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "will", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. Powertech Uranium Corp. ("Powertech") (or name of individual) will use its / our efforts to identify such statements during this my commentary.

These forward looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause Powertech’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in these forward-looking statements. Although Powertech believes that the expectations reflected in the forwardlooking statements are reasonable, Powertech cannot guarantee future results, levels of activity, performance or achievements.

The risks and uncertainties that could affect future events or Powertech’s future financial performance, as well as the material factors or assumptions were applied in making the forecasts or projections, are more fully described in our quarterly reports (on Form 51-102F1 filed in Canada) and our annual reports (on Form 51-102F1 filed in Canada). These filings are available at www.sec.gov in the US and www.sedar.com in Canada."

7. DISCLOSURE CONTROLS AND PROCEDURES

The following Disclosure Controls and Procedures of the Company have been reasonably designed to ensure that information required to be disclosed is recorded, processed, summarized and reported on a timely basis:

the Disclosure Committee will assign responsibility to the appropriate individuals to draft the required disclosures in the material public disclosures of the Company and will develop a timeline to ensure the drafting and review is conducted in a timely manner;
the Disclosure Committee will review new developments, key risks and business challenges or areas of concern for special attention during the drafting process;
all personnel who are requested to have direct input into the preparation of Core Documents will be provided with instructions and such other additional information as they may require to ensure that they are familiar with the Company’s obligations, the importance of compliant and accurate disclosure and the reliance which is being placed upon them;
the Disclosure Committee will meet as many times as may be necessary to review the draft, consider all comments raised by members of the Disclosure Committee and other reviewers. Concerns will be addressed with outside counsel and the independent auditors, as necessary;
where it considers it necessary or advisable, the Disclosure Committee will have portions of Core Documents reviewed by another knowledgeable person. All financial information will undergo a second internal review and a review by the auditors;
to serve as an additional record of the procedures employed, and to emphasize the importance of accurate and reliable information in the Company’s material public disclosures, the Disclosure Committee may ask the appropriate senior executives to provide his or her confirmation that all material information has been brought forward to the Disclosure Committee. Each may be asked to provide their certification in a form to be approved by the Disclosure Committee. The timing of the confirmation will occur as of the end of the period covered by a news release;
the Company will establish a policy requiring appropriate senior managers to provide their confirmation on a monthly basis that all material information has been communicated to the responsible executive officers;
1. once the Disclosure Committee has agreed upon a final draft, the Disclosure Committee will report to the Chief Executive Officer and the Chief Financial Officer:
  1. that it has followed the Disclosure Controls and Procedures,
  2. the Disclosure Committee’s findings and conclusions regarding the effectiveness of the Company’s Disclosure Controls and Procedures, and

(iii) the Disclosure Committee’s assessment of the quality of the disclosures made in the Company’s Core Documents;

and the Disclosure Committee will meet with the Chief Executive Officer and the Chief Financial Officer to discuss any questions, which either may have, and to report in person, upon the request of either the Chief Executive Officer or the Chief Financial Officer; and

(i) if for any reason the Disclosure Committee cannot agree upon their report, it will meet with the Chief Executive Officer and the Chief Financial Officer to discuss its procedures and the issues which remain outstanding.

8. TIMELY DISCLOSURE OF MATERIAL INFORMATION

8.1 Material Information

"Material Information" consists of both Material Facts and Material Changes. A "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 securities of the Company. A "Material Change" means a change in the business, operations or capital of the Company that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the Company and includes a decision to implement such a change if such a decision is made by the Board or by senior management of the Company who believe that confirmation of the decision by the Board is probable.

8.2 Disclosure of Material Information

Any person to whom this Policy applies who becomes aware of information that has the possibility of being Material Information will immediately disclose that information to the Chief Executive Officer or the Chief Financial Officer and the Chief Executive Officer or the Chief Financial Officer, as applicable, will advise the Disclosure Committee. Schedule "B" attached hereto sets out examples of Material Information.

8.3 Material Change

Upon the occurrence of any change that may constitute a Material Change in respect of the Company or upon the Disclosure Committee, the Disclosure Committee, in consultation with such other advisors as it may consider necessary, will:

consider whether the event constitutes a Material Change;
if it does constitute a Material Change, prepare a news release and a material change report describing the Material Change as required under applicable securities laws;
determine whether a reasonable basis exists for filing the material change report on a confidential basis. In general, filings will not be made on a confidential basis although, in exceptional circumstances (such as disclosure related to a potential acquisition), confidential disclosure may be appropriate;
to the extent practicable, circulate the draft news release and material change report to the members of the Board and senior management together, if applicable, with the recommendation that it be filed on a confidential basis; and
if applicable, following approval by the Disclosure Committee, file the material change report on a confidential basis and when the basis for confidentiality ceases to exist, and the event remains material, issue a news release and file a material change report in compliance with applicable securities laws, including, but not limited to, the Act. During the period of time while a confidential material change has not been publicly disclosed, the Company will not release a document or make a Public Oral Statement that, due to the Undisclosed Material Change, contains a Misrepresentation.

8.4 News releases

News releases disclosing Material Information will be transmitted to the relevant regulatory bodies and major news wire services that disseminate financial news to the financial press.

9. INTERNET CHAT ROOMS AND BULLETIN BOARDS

Directors, Officers, Employees and Contractors will not discuss or post any information relating to the Company or any of its subsidiaries or trading in securities of the Company in Internet chat rooms, newsgroups or bulletin boards. Anyone subject to this Policy will advise the Disclosure Committee if he or she becomes aware of any discussion of information about the Company, its Directors, Officers or Employees in any Internet chat rooms, newsgroups or bulletin boards.

10. RUMOURS

The Company will not comment, affirmatively or negatively, on rumours. This also applies to rumours on the Internet. Spokesmen will respond consistently to those rumours, saying "It is our policy not to comment on market rumours or speculation." If any securities regulatory authority requests that the Company make a statement in response to a market rumour, the Disclosure Committee will consider the matter and make a recommendation to the Chief Executive Officer or the Chief Financial Officer as to the nature and context of any response.

11. WEBSITE

11.1 Creating and Maintaining Company Website

The Company will designate a person or persons who will be responsible for posting financial information, news releases and other reports filed with securities regulatory authorities on the Company’s website.

11.2 Website Information

All information on the Company’s website will be retained for a period of six years from the date of issue.

11.3 Distribution of Securities

If the Company is considering a distribution of its securities, the content of the website will be reviewed with the Company’s corporate counsel before and during the offering to ensure compliance with applicable securities laws.

12. CONFIDENTIALITY OF UNDISCLOSED MATERIAL INFORMATION

12.1 Undisclosed Material Information

"Undisclosed Material Information" of the Company is Material Information about the Company that has not been "Generally Disclosed", that is, disseminated to the public by way of a news release together with the passage of a reasonable amount of time (24 hours, unless otherwise advised by the applicable securities regulators that the period is longer or shorter, depending on the circumstances) for the public to analyze the information.

12.2 Confidentiality of Undisclosed Material Information

Any person to whom this Policy applies and who has knowledge of Undisclosed Material Information will treat the Material Information as confidential until the Material Information has been Generally Disclosed.

12.3 Disclosure of Undisclosed Material Information

Undisclosed Material Information will not be disclosed to anyone except in the necessary course of business. If Undisclosed Material Information has been disclosed in the necessary course of business, anyone so informed will clearly understand that it is to be kept confidential, and, in appropriate circumstances, execute a confidentiality agreement. Schedule "C" attached hereto sets out circumstances where securities regulators believe disclosure may be in the necessary course of business. When in doubt, any person to whom this Policy applies will consult with the Chief Executive Officer or the Chief Financial Officer to determine whether disclosure in a particular circumstance is in the necessary course of business. For greater certainty, disclosure to analysts, institutional investors, other market professionals and members of the press and other media will not be considered to be in the necessary course of business. "Tipping", which refers to the disclosure of Undisclosed Material Information to third parties outside the necessary course of business, is prohibited.

When Undisclosed Material Information is disclosed to a third party in the necessary course of business, it is prudent for the Company to obtain, in appropriate circumstances, written agreement from the third party that such party will not divulge the information to anyone (other than to directors officers or other employees of the third party who need to know the information for the purposes for which the Undisclosed Material Information was communicated to them) without written authorization from the Company and that the third party understands the restrictions under applicable law not to purchase or sell securities of the Company, or securities or related financial instruments of any other entity to which the information relates, until the transaction, development or event has been Generally Disclosed or has been abandoned.

12.4 Inadvertent Disclosure

In order to prevent the misuse of inadvertent disclosure of Undisclosed Material Information, the procedures set out below will be observed at all times:

documents and files containing confidential information will be kept in a safe place to which access is restricted to individuals who "need to know" that information in the necessary course of business and code names will be used if necessary;
confidential matters will not be discussed in places where the discussion may be overheard;
transmission of documents containing Undisclosed Material Information by electronic means will be made only where it is reasonable to believe that the transmission can be made and received under secure conditions; and
unnecessary copying of documents containing Undisclosed Material Information will be avoided and extra copies of documents will be promptly removed from meeting rooms and work areas at the conclusion of the meeting and will be destroyed if no longer required.

13. QUIET PERIOD

Each period:

beginning on the first day before the end of each fiscal quarter and each fiscal year; and
ending when the earnings for that quarter or year have been Generally Disclosed by way of a news release or a filing on SEDAR or EDGAR,

will be a "Quiet Period". During a Quiet Period and except as provided herein, a Spokesman will not provide any Forward-Looking Information relating to expected revenues, net income or profit, earnings per share, expenditure levels, and other information commonly referred to as earnings guidance ("Earnings Guidance") or comments with respect to the financial results for the current fiscal quarter or current fiscal year. Notwithstanding these restrictions, the Company may Generally Disclose Forward-Looking Information during the Quiet Period when the Forward-Looking Information constitutes Undisclosed Material Information. During a Quiet Period, Spokesmen may respond to unsolicited inquiries about information either that is not Material Information or that has been Generally Disclosed.

14. AVOIDING SELECTIVE DISCLOSURE

14.1 Selective Disclosure

When participating in shareholder meetings, news conferences, conference calls, webcasts, analysts’ conferences and private meetings with analysts or institutional investors, Spokesmen will only disclose information that either:

is not Material Information; or
is Material Information but has previously been Generally Disclosed.

For greater certainty, acceptable topics of discussion include the Company’s business prospects (subject to the provisions of this Policy), the business environment, management’s philosophy and long-term strategy. Any selective disclosure of Undisclosed Material Information, including, but not limited to, Earnings Guidance, is not permitted.

14.2 Protection Against Selective Disclosure

To protect against selective disclosure, the procedures outlined in Article 6 hereof will be followed.

14.3 Legal Obligations with Respect to Selective Disclosure of Material Information

If Material Information that has not been Generally Disclosed is inadvertently disclosed, the Company will take immediate steps to ensure that the Undisclosed Material Information is Generally Disclosed, will immediately report the circumstances to the Board and will immediately issue a news release regarding the Undisclosed Material Information. Pending the Undisclosed Material Information being Generally Disclosed, the Company will, promptly and using reasonable means to, contact the parties to whom the Material Information was disclosed and inform them:

that the Material information is Undisclosed Material Information; and
of their legal obligations with respect to the Undisclosed Material Information.

15. ANALYST REPORTS

15.1 Identification of Factual Information

When reviewing analysts’ reports, comments of Directors, Officers, Employees and Contractors will be limited to identifying factual information that has been Generally Disclosed that may affect an analyst’s model and pointing out inaccuracies or omissions with respect to factual information that has been Generally Disclosed.

Any comments will contain a disclaimer that the report was reviewed for factual accuracy only. No comfort or guidance will be expressed on the analysts’ earnings models or earnings estimates and no attempt will be made to influence an analyst’s opinion or conclusion.

15.2 Analysts’ Reports

Analysts’ reports will not be posted on or linked from the Company’s website.

15.3 Earnings Guidance

The Company may from time to time give Earnings Guidance or any other Forward-Looking Information through voluntary disclosure by way of a news release, provided that the cautionary language described in Section 5.6 hereof accompanies the information.

16. TRADING OF SECURITIES OF THE COMPANY

16.1 Purchase or Sale of Securities

No person in a special relationship with the Company (as defined in Schedule "A" to this Policy) will purchase or sell or otherwise monetize securities of the Company while in possession of Undisclosed Material Information.

16.2 Executive Blackout

Directors, Officers and those Employees and Contractors who are privy to material undisclosed financial information relating to the Company are prohibited from purchasing or selling securities of the Company during the period of time beginning on: (i) if the Company’s shares are listed for trading on the TSX, the twentieth (20th) day on which such exchange is open for trading (a "TSX Trading Day") following the end of a fiscal quarter, or fiscal year end, as applicable, until the second Trading Day after the financial results for a fiscal quarter or fiscal year end have been disclosed by way of news release or public filing; and (ii) if the Company’s shares are listed for trading on the TSX-V, the twenty-fifth (25th) Trading Day following the end of a fiscal quarter, or fiscal year end, as applicable, until the second Trading Day after the financial results for a fiscal quarter or fiscal year end have been disclosed by way of news release or public filing, (as applicable, the "Executive Blackout").

The Company and/or the Disclosure Committee will advise, in writing, by electronic mail or in any other manner as determined in their sole discretion, all applicable persons of an Executive Blackout or a General Blackout.

16.3 General Blackout

All Employees and Contractors who are not subject to the Executive Blackout are prohibited from purchasing or selling securities of the Company for the period of time beginning on the tenth Trading Day prior to the disclosure of financial results for a fiscal quarter or fiscal year by way of news release or public filing until the second Trading Day following such news release or public filing (the "General Blackout").

16.4 Specific Blackout

All Directors, Officers, Employees and Contractors who are so advised by the Disclosure Committee will be prohibited from purchasing or selling securities of the Company during any other period designated by the Disclosure Committee (the "Specific Blackout").

16.5 Consent of the Chief Executive Officer and Chief Financial Officer

Notwithstanding Sections 16.2, 16.3 and 16.4 hereof, a Director, Officer, Employee and Contractor may purchase or sell securities during any blackout period (an Executive Blackout, a General Blackout, or Specific Blackout as may be applicable) with the prior written consent of the Chief Executive Officer and the Chief Financial Officer. The Chief Executive Officer and the Chief Financial Officer may only grant permission to purchase or sell during a blackout period in the case of unusual and exceptional circumstances. Unusual and exceptional circumstances may include the sale of securities in the case of severe financial hardship or where the timing of the sale is critical for significant tax planning purposes.

16.6 Exercise of Share Options or Restricted Share Units

The trading prohibitions in Sections 16.1, 16.2, 16.3 and 16.4 hereof do not apply to the acquisition of securities through the exercise of share options or stock purchase plans but do apply to the sale of the securities acquired through the exercise of share options or stock purchase plans.

16.7 Other Issuers

Insider trading in securities of another public issuer and Tipping of undisclosed material information relating to another issuer can bring the Company into disrepute. Accordingly, neither the Company nor anyone subject to this Policy who possesses undisclosed material information relating to that other issuer may:

purchase or sell securities or related financial instruments of the other issuer while they possess the undisclosed material information;
engage in Tipping of the undisclosed material information relating to the other issuer; or
recommend or encourage another person to purchase or sell securities of the other issuer or transact in a related financial instrument while they possess undisclosed material information.

16.8 Speculative and Short Sales

No person to whom this Policy applies may purchase or sell securities of the Company with the intention of reselling or repurchasing in a relatively short period of time in the expectation of a short-term rise or fall in the market price of the securities of the Company. Speculating in securities of the Company for short term profit is distinguished from purchasing and selling securities of the Company as part of a long term investment program. Notwithstanding the foregoing, in exceptional circumstances (including, but not limited to, severe financial hardship or where the timing of the sale is critical for significant tax planning purposes) a person subject to this Policy may purchase or sell securities of the Company with the intention of reselling or repurchasing in a relatively short period of time in the expectation of a short-term rise or fall in the market price of the securities of the Company with the prior written consent of the Chief Executive Officer and the Chief Financial Officer, provided such trading is otherwise not prohibited under applicable law.

17. INSIDER REPORTS

17.1 Filing of Initial Insider Report

An insider (as defined in the Act) of the Company (an "Insider") is required to file an initial insider report within ten (10) days of becoming an Insider and subsequent insider reports within ten (10) days following any trade of securities of the Company. If an Insider does not own or have control over or direction over securities of the Company, or if ownership or direction or control over securities of the Company remains unchanged from the last report filed, a report is not required.

17.2 Preparation of Insider Report

If an Insider has made a trade and requires assistance with the filing of an insider report, such Insider will contact the Chief Financial Officer who will arrange for assistance with the preparation and filing of an insider report.

18. COMMITMENT

18.1 Distribution of Policy

The Disclosure Committee will designate a person who will distribute a copy of this Policy to:

each Director and Officer upon becoming a Director or Officer and whenever significant changes are made to this Policy;
each Employee upon becoming an Employee and whenever significant changes are made to this Policy; and
where practicable, to each of the persons in a special relationship with the Company upon becoming a person in a special relationship with the Company and whenever significant changes are made to this Policy.
18.2 Review of Policy

To demonstrate our determination and commitment to the purposes of this Policy, all Directors, Officers, Employees and Contractors should review this Policy periodically throughout the year. Please take the opportunity to discuss with management any circumstances that may have arisen that could be a breach of this Policy.

18.3 Execution of Policy

The following individuals are required to sign this Policy annually: Directors and Senior Officers, Employees, Consultants and other Officers are required to sign the Policy when they are engaged or when the Policy is significantly revised.

SCHEDULE A

Individuals and Entities to Whom This Policy Applies

"Contractors" means independent contractors (who are engaged in an employee-like capacity) of the Company or any of its subsidiaries.

"Directors" means directors of the Company.

"Employees" means full-time, part-time, contract or secondment employees of the Company or any of its subsidiaries.

"Insiders" means:

Directors or Senior Officers of the Company;
persons who beneficially own, directly or indirectly, more than 10% of the voting securities of the Company or who exercise control or direction over more than 10% of the votes attached to the voting securities of the Company ("10% Shareholders");
directors or Senior Officers of a subsidiary of the Company; or
directors or Senior Officers of 10% Shareholders.

"Officers" means officers of the Company or any of its subsidiaries.

"persons in a special relationship with the Company" means:

Directors, Officers, Employees and Contractors;
10% Shareholders;
directors, officers, employees and contractors of 10% Shareholders;
members of an operating or advisory committee of the Company or any of its subsidiaries;
directors, officers, partners and employees of a company that is engaging in any business or professional activity with the Company or any of its subsidiaries and who routinely comes into contact with Material Information;
persons or companies that learned of Material Information with respect to the Company from a person or company described in (a) through (e) of this definition and knew or ought reasonably to have known that the other person or company was in such a special relationship; and
spouses, live-in partners or relatives of any of the individuals referred to in (a) through (f) who reside in the same household as that individual.

"Senior Officers" means:

the chair or a vice-chair of the Board or any of its subsidiaries, the President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, an Executive Vice-President, a Vice-President, the Corporate Secretary, the Assistant Corporate Secretary, the Controller, the Treasurer or the General Manager of the Company or any of its subsidiaries or any of their operating divisions; or
any other individual who performs functions for the Company or any of its subsidiaries similar to those normally performed by an individual occupying any of the offices listed in

(a) above.

A company is considered to be a "subsidiary" of another company if it is controlled by:

that other company;
that other and one or more companies, each of which is controlled by that other; or
two or more companies, each of which is controlled by that other, or
it is a subsidiary of a company that is that other’s subsidiary.

In general, a company will "control" another company when the first company owns more than 50% of the outstanding voting securities of that other company.

SCHEDULE B Examples of Information That May Be Material

(Based on National Policy 51-201)

1. Changes in corporate structure

changes in share ownership that may affect control of the Company;
changes in corporate structure such as reorganizations, amalgamations, or mergers; and
take-over bids, issuer bids, or insider bids.

2. Changes in capital structure

the public or private sale of additional securities;
planned repurchases or redemptions of securities;
planned splits of common shares or offerings of warrants or rights to buy shares;
any share consolidation, share exchange, or stock dividend;
changes in a Company’s dividend payments or policies;
the possible initiation of a proxy fight; and
material modifications to the rights of security holders.

3. Changes in financial results

a significant increase or decrease in near-term earnings prospects;
unexpected changes in the financial results for any period;
shifts in financial circumstances, such as cash flow reductions, major asset write-offs or write-downs;
changes in the value or composition of the Company’s assets; and
any material change in the Company’s accounting policies.

4. Changes in business and operations

any development that affects the Company’s resources, technology, products or markets;
a significant change in capital investment plans or corporate objectives;
major labour disputes or disputes with major contractors or suppliers;
significant new contracts, products, patents, or services or significant losses of contracts or business;
significant discoveries by resource companies;
changes to the Board or executive management, including, but not limited to, the departure of the Company’s Chairman, Chief Executive Officer or Chief Financial Officer (or persons in equivalent positions);
the commencement of, or developments in, material legal proceedings or regulatory matters;
waivers of corporate ethics and conduct rules for officers, directors, and other key employees;
any notice that reliance on a prior audit is no longer permissible; and
de-listing of the Company’s securities or their movement from one quotation system or exchange to another.

5. Acquisitions and Dispositions

significant acquisitions or dispositions of assets, property or joint venture interests; and
acquisitions of other companies, including, but not limited to, a take-over bid for, or merger with, another Company.

6. Changes in Credit Arrangements

the borrowing or lending of a significant amount of money;
any mortgaging or encumbering of the Company’s assets;
defaults under debt obligations, agreements to restructure debt, or planned enforcement procedures by a bank or any other creditors;
changes in rating agency decisions; and
significant new credit arrangements.

SCHEDULE C Examples of Disclosures That May Be Necessary in the Course Of Business

(Reproduced from National Policy 51-201)

1. Disclosure to:

vendors, suppliers, or strategic partners on issues such as research and development, sales and marketing, and supply contracts;
employees, officers and directors;
lenders, legal counsel, auditors, underwriters, and financial and other professional advisors to the Company;
parties to negotiations;
labour unions and industry associations;
government agencies and non-governmental regulators; and
credit rating agencies (provided that the information is disclosed for the purpose of assisting the agency to formulate a credit rating and the agency’s ratings generally are or will be publicly available).

2. Disclosures in connection with a take-over bid, business combination or acquisition.

3. Disclosures in connection with a private placement.

4. Communications with controlling shareholders, in certain circumstances.