SECURITIES TRADING POLICY
INTRODUCTION
The objective of this Policy is to raise the general level of awareness of the trading and confidentiality obligations of employees, officers and directors of the Company. This Policy covers:
- Trading in securities of the Company, and
- Blackout Periods where trading is prohibited.
Broadly speaking, an employee, officer or member of the board of directors of the the Company with knowledge of material undisclosed corporate information may not trade in securities of the Company or otherwise use or selectively disclose the information until the information is publicly known. In order to reduce potential exposure for liability under securities laws, employees, officers and board members must not trade in the Company's securities
- During the Blackout Periods described in this Policy, and
- When advised not to do so by the Responsible Officers.
Breaches of confidentiality and violations of insider trading and tipping laws carry severe consequences both for the Company and the individuals involved. Therefore, all employees, officers and directors of the Company must read and familiarize themselves with the contents of this Securities Trading Policy and comply with its provisions and procedures.
If you have any questions about the application of this Policy at any time please contact.
DEFINITIONS
In this Policy:
"Affiliate" means a corporation that is related to another corporation by virtue of the fact that the first corporation is, directly or indirectly, a subsidiary of the second corporation or both corporations are, directly or indirectly, subsidiaries of the same corporation or each corporation is, directly or indirectly, controlled by the same person or corporation;
"Associate" means, where used to indicate a relationship with a director or officer,
- a spouse of the director or officer,
- a relative of the director or officer where the relative has the same home as the director or officer,
- a partner of the director or officer,
- a trust or estate in which the director or officer has a substantial beneficial interest or for which the director or officer serves as trustee or in a similar capacity, or
- a corporation, if the director or officer beneficially owns at least 10% of the voting shares of the corporation;
"material information" means any corporate information that would have, or would reasonably be expected to have, a significant effect on the value or market price of the Company's securities and includes information about significant changes to senior management, financial results, decisions concerning dividends, major acquisitions, dispositions, investments, sales or restructurings, and the acquisition or loss of important contracts;
"securities" includes shares, options, warrants, and convertible debt instruments;
"trade" includes a purchase or sale of securities, an offer or solicitation to purchase or sell securities and an exercise of an option, warrant or other convertible security; and
TRADING IN SECURITIES OF THE CORPORATION
Under applicable securities laws, a person in a special relationship with the Company may not trade in securities of the Company if the person knows material information with respect to the Company that has not been generally disclosed to the public. If the person trades securities of the Company in such a circumstance, the person may be liable to compensate the seller or purchaser of the securities, as the case may be, for damages resulting from the sale.
Special Relationship
All board members and officers of the Company, and their Associates and Affiliates, and all employees of the Company, are in a special relationship with the Company, as are former board members, officers and employees who acquired material non-public corporate information while in office. In addition, anyone who acquires material non-public corporate information from a person in a special relationship with the Company is deemed to be in a special relationship with the Company.
The significance of this last portion of the definition is that it creates an indefinite chain so that any person who either trades on or discloses information acquired directly or indirectly from someone "on the inside" will be caught by the insider trading provisions.
Rule Against Tipping
No employee, officer or board member with knowledge of material information with respect to the Company that has not been generally disclosed to the public may inform or "tip" others of such information, except as required in order to carry out the duties of the person's office or employment with the Company.
Rule as it Applies to Other Entities
Where the Company is involved in a material undisclosed transaction with another entity, each employee, officer and board member of the Company is in a special relationship with the other entity and, therefore, may not trade in securities of the other entity while material information pertaining to the transaction has not been disclosed to the public in accordance with applicable securities regulations.
Public Information
Information is considered to become public when it has been released to the public through appropriate channels, such as by press release or public statements by senior officers. In recognition of the need to ensure that enough time has elapsed to permit the investment community to absorb and evaluate information, the Company has established Blackout Periods, described below.
Blackout Periods
A Blackout Period is a period during which employees, officers and board members may not trade in the Company's securities. The Corporation has established these times to be
- the period beginning on the business day that the preliminary financial results of each fiscal quarter of the Company have been determined and ending at the end of the business day after the day of the announcement of the financial results for the quarter and, in respect of the fourth quarter, the financial results for the year; and
- for all other announcements, the period beginning on the day of the announcement and ending at the end of the business day after the day of the announcement.
Trading Outside Blackout Periods
Because at any time outside the Blackout Periods there may exist material corporate information that has not been publicly disclosed and which might significantly affect the price or value of the Company's securities, any trades by an insider or by an employee who may have access to this information (e.g. Corporate Controller, Treasurer and Finance Department employees) should be pre-cleared with the Responsible Officers.
Notification of Trades
All trades of securities by an officer or board member, or any of his or her Associates, must be reported to the Responsible Officers by the officer or director within three days. The individuals who are currently required to comply with this paragraph are the Chairman, President and Chief Executive Officer, all Vice-Presidents, the members of the board of directors, and all other management personnel who attend the Company' s regular management meetings.
Definition of Insider
All directors and senior officers (including the Chairman, President, any Vice-President, the Secretary or any other individual who performs a similar function), of any entity comprising the Company and any person or company that beneficially owns or exercises control or direction over 10% or more of the common shares of the Company is an insider of the Company. Note that the trading restrictions described above cover individuals that are in a special relationship with the Company which is a broader category than "insiders". The insider designation identifies those individuals who are required by law to publicly disclose their trades.
Insider Trading Reporting
It is the personal duty of each of the Company's board members, senior officers and other insiders to file insider reports after any trade or other change in holdings of securities of the Company (including the grant and exercise of any options) in accordance with securities laws. The Corporation assists board members and officers with the filing procedures by providing administrative support. This administrative support does not remove individual responsibility to file insider reports in a timely and accurate fashion. Currently, insider reports must be filed within 10 days after a change in direct or indirect beneficial ownership of, or control or direction over, the Company's securities. Insider reports must be filed in each jurisdiction in which the Company is a reporting issuer. Subject to formal adoption by the British Columbia Securities Commission, insider trading reports may be filed electronically.
Individual Responsibility
Each insider or person in a special relationship with the Company has the individual responsibility to comply with this policy and applicable securities laws. The guidelines set forth in this policy are guidelines only, and appropriate judgement should be exercised in connection with any trade in the Company's securities.
