1 SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy 1. Introduction The Board of Directors of the Corporation 1 has determined that the Corporation should formalize its policy on securities trading by directors, senior executives and employees and other Insiders in accordance with securities laws and regulations, including those in Canada. Unless otherwise stated, all defined terms used in this Policy have the meaning set out in Schedule A. 2. Objective of the Policy Trading while in possession of material non-public information, and informing others of such material non-public information, is a violation of securities and criminal laws. The purpose of this Insider Trading Policy (the Policy ) is to provide guidelines and restrictions applicable to: (i) trading in Securities of the Corporation; and (ii) communication of Material Non-Public Information (as defined in section 6.1). The guidelines set out in this Policy supplement those set out in the Corporation s Corporate Disclosure Policy. 3. Application of the Policy This Policy applies to all Insiders of the Corporation, and any person who receives Material Non- Public Information from any such Insider in respect of trading in Securities of the Corporation (including shares, convertible securities, options, restricted share units and other securities as defined in Schedule A to this Policy). 4. Communication of the Policy Copies of this Policy are made available to directors, officers, employees and consultants, either directly or by posting of the Policy on the the Corporation website at All directors, officers and employees will be informed whenever significant changes are made. New directors, officers, employees and consultants will be provided with a copy of this Policy. 5. Administrative Responsibility The Chief Financial Officer will act as the compliance officer (the Compliance Officer ) for this Policy, and shall be responsible for its day to day administration, as well as monitoring and enforcing 1 The Policy applies to the Corporation and each of its subsidiaries. Accordingly, the Policy will refer to Seafield Resources Ltd. and its subsidiaries collectively, as the Corporation.
2 - 2 - compliance with this Policy. The Compliance Officer may designate one or more individuals to assist in the administration of this Policy. 6. Specific Policies 6.1 Material Non-Public Information Material Non-Public information of the Corporation is Material Information (as defined in Schedule B ), which has not been Generally Disclosed. In order to be Generally Disclosed, information must: (a) (b) (c) consist of readily observable matter; be disseminated to the public by way of a news release together with the passage of a reasonable amount of time for the public to analyze the information; and have been made known in a manner that would, or would be reasonably likely to, bring it to the attention of persons who commonly invest in Securities of a kind whose price might be affected by the information and, since it was made known, a reasonable period for it to be disseminated among such persons has elapsed. Unless otherwise advised that the period is longer or shorter, for the purposes of paragraphs 6.1(b) and 6.1(c), a reasonable amount or reasonable period of time will have passed at the close of business on the second day on which the Toronto Stock Exchange is open for trading ( Trading Day ), after the Material Non-Public Information has been Generally Disclosed. Any person, who has knowledge of Material Non-Public Information with respect to the Corporation, must treat such Material Information as confidential until the Material Information has been Generally Disclosed. Refer to the Corporation s Corporate Disclosure Policy for further information on the treatment of confidential information. Material Non-Public Information shall not be disclosed to anyone in any circumstances if the person considering making the disclosure knows, or ought reasonably to know, that the person to whom the Material Non-Public Information is being disclosed would or would be likely to: a) apply for, acquire, or dispose of, Securities, or enter into an agreement to apply for, acquire, or dispose of, Securities; or b) procure another person to apply for, acquire, or dispose of, Securities, or enter into an agreement to apply for, acquire, or dispose of, Securities. Where the above is not applicable, Material Non-Public Information shall not be disclosed to anyone except in the necessary course of business (as defined in section 6.3). If Material Non-Public Information has been lawfully disclosed in the necessary course of business, anyone so informed must clearly understand that it is to be kept confidential, and, in appropriate circumstances, execute a confidentiality agreement. When in doubt, all persons to whom this Policy applies must consult with the Compliance Officer to determine whether: a) disclosure in a particular circumstance is in the necessary course of business; and
3 - 3 - b) the person proposing to make the disclosure knows, or ought reasonably to know, that the person to whom the Material Non-Public Information is being disclosed would or would be likely to apply for, acquire, or dispose of, Securities, or enter into an agreement to apply for, acquire, or dispose of, Securities or procure another person to apply for, acquire, or dispose of, Securities, or enter into an agreement to apply for, acquire, or dispose of, Securities. For greater certainty, disclosure to analysts, institutional investors, other market professionals and members of the press and other media is a form of Tipping (as defined in section 6.3) and will not be considered to be in the necessary course of business. 6.2 Trading of the Corporation s Securities Insider Trading, for the purpose of this policy, refers to the purchase or sale of Securities by a person with knowledge of Material Non-Public Information, whether or not they are in a Special Relationship with the Corporation ( Relevant Insider ). Insider Trading is illegal and strictly prohibited by this Policy. For greater certainty, examples of prohibited transactions by such a person would include, but are not limited to the following: (a) (b) (c) (d) buying or selling Securities of the Corporation; buying or selling Securities whose price or value may reasonably be expected to be affected by changes in price of Securities of the Corporation; selling Securities acquired through the exercise of share options; and buying or selling Securities of another company in which the Corporation proposes to invest or where the individual, in the course of employment with the Corporation, becomes aware of Material Non-Public Information concerning that other company. 6.3 Tipping The Corporation, as a reporting issuer, and/or a person or a company who is a Relevant Insider may not inform, other than in the necessary course of business and then only in certain circumstances, another person or company of Material Non-Public Information. This activity, known as tipping ( Tipping ), is prohibited because it places Material Non-Public Information in the hands of a few persons and not in the hands of the broader investing public. Subject to certain limitations discussed below, there is an exception to the prohibition on Tipping if selective disclosure is required in the necessary course of business. The question of whether a particular disclosure is being made in the necessary course of business is a mixed question of law and fact that must be determined on a case-by-case basis. However, the necessary course of business exception would generally cover communications with: (a) (b) vendors, suppliers, or strategic partners on issues such as research and development, sales and marketing, and supply contracts; employees, officers, and board members;
4 - 4 - (c) (d) (e) (f) (g) lenders, legal counsel, auditors, underwriters, and financial and other professional advisors to the Corporation; 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), (together Excepted Disclosure ). However, and as noted above, this exception to Tipping will not apply where the person proposing to make the disclosure knows, or ought to reasonably know, that the Excepted Disclosure to the relevant party would or would be likely to result in such party: a) applying for, acquiring, or disposing of, Securities, or entering into an agreement to apply for, acquire, or dispose of, Securities; or b) procuring another person to apply for, acquire, or dispose of, Securities, or enter into an agreement to apply for, acquire, or dispose of, Securities, in breach of the relevant Insider Trading prohibitions. 6.4 Insider Trading Reports (Canadian Securities Laws Requirements) Under Canadian securities legislation, subject to certain exceptions, Insiders that are deemed to be Reporting Insiders of the Corporation are required to file an initial insider trading report within ten (10) days after becoming a Reporting Insider electronically through the System for Electronic Disclosure by Insiders ( SEDI ) at Reporting Insiders are further required, subject to certain exceptions, to file an insider trading report on SEDI within five (5) days of a change in: (i) the beneficial ownership of, control or direction over, whether direct or indirect, Securities of the Corporation; or (ii) a change in an interest in, or right or obligation associated with, a Related Financial Instrument involving a Security of the Corporation. Reporting Insiders must also file an insider trading report within five (5) days if the Reporting Insider enters into, materially amends, or terminates an agreement, arrangement or understanding that (i) has the effect of altering, directly or indirectly, the Reporting Insider s economic exposure to the Corporation; or (ii) involves, directly or indirectly, a Security of the Corporation or a Related Financial Instrument involving a Security of the Corporation. It is the responsibility of each such person to set up and maintain their SEDI profile and to make the necessary filings. However, the Corporation may assist Insiders in making such filings, provided such persons provide the necessary information to the Compliance Officer in a timely manner. A person that is uncertain as to whether he or she is a Reporting Insider or whether he or she may be eligible to be exempted from these requirements should contact the Compliance Officer.
5 Guidelines 7.1 No Trade and Blackout Periods for Officers, Directors and Employees The period beginning at the end of each quarter and ending two Trading Days (as defined in section 6.1) following the date of public disclosure of the financial results for that quarter (or fiscal year) (a No Trade Period ) is particularly sensitive, as officers, directors and certain employees may often possess Material Non-Public Information about the expected financial results for the quarter and year end. Accordingly, to ensure compliance with this Policy and applicable securities laws, all directors, officers and employees shall refrain from any trading activities involving Securities of the Corporation during No Trade Periods. From time to time, the Corporation may also institute additional trading restricted periods for directors, officers, selected employees and consultants and others because of the existence of Material Non-Public Information (a Blackout Period ). In the event a Blackout Period or No-Trade Period is initiated, the Compliance Officer shall disseminate a notice to suspend trading in the Corporation s Securities, instructing those people not to engage in any trading of the Corporation s Securities until further notice, without disclosing the facts giving rise to or the imposition of such suspension of trading. Even outside of Blackout Periods or No Trade Periods, any person possessing Material Non-Public Information on the Corporation should not engage in any transactions related to the Corporation s Securities until two Trading Days after such information has been publicly disclosed. All directors, officers, employees and other persons are expected to use their judgment in interpreting this Policy, and to err on the side of caution at all times. If in doubt, such person is required to contact the Compliance Officer. At specific times, the Corporation s Board of Directors may award long term compensation under the Corporation s Stock Option Plan, or by other means. Under no circumstances will long term compensation awards related to the Corporation s Securities be made while a Blackout Period or No Trade Period is in effect. In the event that options or other Security related long term compensation expire during a Blackout Period or No Trade Period, such expiry date will be extended as provided in the Incentive Stock Option Plan of the Corporation, or such other plan governing securities compensation matters, as applicable. 7.2 Pre-Clearance of Trades Before initiating any trade in the Corporation s Securities, each person to whom this Policy applies must contact and get approval from the Compliance Officer. Each proposed transaction will be evaluated to determine if it raises insider trading concerns or other concerns under securities laws and regulations. Clearance of a transaction is valid only for a 48-hour period. If the transaction order is not placed within that 48-hour period, clearance of the proposed transaction must be re-requested. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance. 7.3 Short-Swing Trades The Corporation recommends that, other than in the course of exercising an option, Insiders do not buy and sell its Securities within the same six month period.
6 Short Sales, Call and Put Options Insiders are not permitted to sell short or sell a call option on any of the Corporation s Securities or purchase a put option where they do not own the underlying Security or, in the case of a short sale, an option currently exercisable therefor. 7.5 Buying the Corporation s Securities on Margin Insiders are not permitted to buy the Corporation s Securities on margin. 8. Potential Criminal and Civil Liability and/or Disciplinary Action 8.1 Liability for Insider Trading in Canada Under applicable Canadian securities laws, Insiders guilty of trading on Material Non-Public Information of the Corporation may be subject to: (a) (b) penalties of up to the greater of $5 million and triple any profit earned or loss avoided; and imprisonment. Additionally, such conduct may subject the Corporation or other investors to civil liability. 8.2 Liability for Tipping in Canada Insiders may also be liable for improper transactions by any person commonly referred to as a tippee, to whom they have disclosed Material Non-Public Information about the Corporation or to whom they have made recommendations or expressed opinions on the basis of such information. The various Canadian securities regulators have imposed large penalties even when the disclosing person did not profit from the trading. 8.3 Possible Disciplinary Actions Employees, officers, directors, consultants and contractors who violate this Policy will also be subject to disciplinary action by the Corporation, which may include restrictions on future participation in equity incentive plans or termination of employment. 9. Applicability of Policy to Insider Information Regarding Other Companies This Policy and the guidelines described herein also apply to Material Non-Public Information relating to other companies, including joint venture partners, customers, vendors and suppliers of the Corporation (the Business Partners ), when that information is obtained in the course of employment with, or providing services on behalf of, the Corporation. For the purposes of this Policy, information about Business Partners should be treated in the same way as information related directly to the Corporation. 11. General The Board may, from time to time, permit departures from the terms of this Insider Trading Policy, either prospectively or retrospectively. The terms of this Insider Trading Policy are not intended in and of themselves to give rise to civil liability on the part of the Corporation, its directors, officers or
7 - 7 - employees, to any third party, including to any shareholder, securityholder, customer, supplier, competitor, other employee or regulator, but shall give rise to liability to the Corporation.
8 - 8 - SCHEDULE A INDIVIDUALS AND ENTITIES TO WHOM THIS POLICY APPLIES Employee means a full-time, part-time, contract or secondment employee of the Corporation. Insider means: a) all directors, Officers, employees, contractors and consultants of the Corporation and its affiliates who receive or have access to Material Non-Public Information (as defined in section 6.1), including members of their immediate families, members of their households, as well as the partnerships, trusts, corporations, estates, RRSPs, and similar entities over which any of these individuals exercise control or direction; b) a director or Officer of a person or company that is itself an insider or subsidiary of the Corporation; c) a person or company that has i. beneficial ownership of, or control or direction over, directly or indirectly, Securities of the Corporation carrying more than 10 per cent of the voting rights attached to all the Corporation s outstanding voting Securities, excluding, for the purpose of the calculation of the percentage held, any Securities held by the person or company as underwriter in the course of a distribution, or ii. a combination of beneficial ownership of, and control or direction over, directly or indirectly, Securities of the Corporation carrying more than 10 per cent of the voting rights attached to all the Corporation s outstanding voting Securities, excluding, for the purpose of the calculation of the percentage held, any Securities held by the person or company as underwriter in the course of a distribution; d) the Corporation itself, if it has purchased, redeemed or otherwise acquired a Security of its own issue, for so long as it continues to hold that Security; e) a person or company designated as an insider in an order made under section 1(11) Securities Act (Ontario); and f) a person or company that is in a class of persons or companies designated under subparagraph 40 v of subsection 143(1) of the Securities Act (Ontario). Major Subsidiary means a subsidiary of an issuer if the assets of the subsidiary, as included in the issuer s most recent annual audited or interim balance sheet, or, for a period relating to a financial year beginning on or after January 1, 2011, a statement of financial position, are 30 per cent or more of the consolidated assets of the issuer reported on that balance sheet or statement of financial position, as the case may be, or the revenue of the subsidiary, as included in the issuer s most recent annual audited or interim income statement, or, for a period relating to a financial year beginning on or after January 1, 2011, a statement of comprehensive income, is 30 per cent or more of the consolidated revenue of the issuer reported on that statement;
9 - 9 - Management Company means a person or company established or contracted to provide significant management or administrative services to an issuer or a subsidiary of the issuer; Officer means: a) a chair or vice-chair of the Board of Directors, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, a President, a Vice-president, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer and a General Manager; b) every individual who is designated as an officer under a by-law or similar authority, and c) every individual who performs functions similar to those normally performed by an individual referred to above. Person or Company in a Special Relationship with a Reporting Issuer means: a) a person or company that is an insider, affiliate or associate of, i. the Corporation, ii. iii. a person or company that is proposing to make a take-over bid, as defined in Part XX of the Securities Act (Ontario), for the Securities of the Corporation, or a person or company that is proposing to become a party to a reorganization, amalgamation, merger or arrangement or similar business combination with the Corporation or to acquire a substantial portion of its property, b) a person or company that is engaging in or proposes to engage in any business or professional activity with or on behalf of the Corporation or with or on behalf of a person or company described in subclause (a) (ii) or (iii), c) a person who is a director, Officer or employee of the Corporation or of a person or company described in subclause (a) (ii) or (iii) or clause (b), d) a person or company that learned of the material fact or material change with respect to the Corporation while the person or company was a person or company described in clause (a), (b) or (c), e) a person or company that learns of a material fact or material change with respect to the Corporation from any other person or company described in this subsection, including a person or company described in this clause, and knows or ought reasonably to have known that the other person or company is a person or company in such a relationship. Related Financial Instrument means an agreement, arrangement or understanding to which an insider of the Corporation is a party, the effect of which is to alter, directly or indirectly, the insider s, a) economic interest in a Security of the Corporation, or b) economic exposure to the Corporation Reporting Insider means an insider of the Corporation if the insider is
10 a) The CEO, CFO or COO of the Corporation, of a significant shareholder of the Corporation or of a Major Subsidiary of the Corporation; b) A director of the Corporation, of a significant shareholder of the Corporation or of a Major Subsidiary of the Corporation; c) A person or company responsible for a principal business unit, division or function of the Corporation; d) A significant shareholder of the Corporation; e) A significant shareholder based on post-conversion beneficial ownership of the Corporation s Securities and the CEO, CFO, COO and every director of the significant shareholder based on post-conversion beneficial ownership; f) A management company that provides significant management or administrative services to the Corporation or a Major Subsidiary of the Corporation, every director of the management company, every CEO, CFO and COO of the management company, and every significant shareholder of the management company; g) An individual performing functions similar to the functions performed by any of the insiders described in paragraphs (a) to (f); h) the Corporation itself, if it has purchased, redeemed or otherwise acquired a Security of its own issue, for so long as it continues to hold that Security; or i. Any other insider that in the ordinary course receives or has access to information as to material facts or material changes concerning the Corporation before the material facts or material changes are generally disclosed; and ii. directly or indirectly, exercises, or has the ability to exercise, significant power or influence over the business, operations, capital or development of the Corporation A Security is defined in section 1(1) of the Securities Act (Ontario) and includes, among other things, all shares, convertible or exchangeable Securities such as warrants or convertible debentures, options, restricted share units as well as a put, call, option or other right or obligation to purchase or sell Securities of the Corporation, or any Security, the market price of which varies materially with the market price of the Securities of the Corporation. Significant Shareholder means a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, Securities of an issuer carrying more than 10% of the voting rights attached to all the issuer s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any Securities held by the person or company as underwriter in the course of a distribution. A company is considered to be a Subsidiary of another company if it is controlled by (1) that other, (2) that other and one or more companies, each of which is controlled by that other, or (3) two or more companies, each of which is controlled by that other; or it is a subsidiary of a company that is
11 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. Trading in Securities refers to all investment activities over which a person covered by this Policy has control or direction, whether for their personal account or in a fiduciary capacity, as in the case of a partnership, trusteeship, or executorship. For the purposes of this Policy, trading includes any purchase or sale of a Security as well as the provision of investment advice.
12 SCHEDULE B EXAMPLES OF INFORMATION THAT MAY BE MATERIAL Material information consists of both material facts and material changes. For Canadian purposes, a material fact means a fact that would reasonably be expected to have a significant effect on the market price or value of the securities of the Corporation. For Canadian purposes a 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 such a change if such a decision is made by the board of directors or by senior management of the Corporation who believe that confirmation of the decision by the board of directors is probable. It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Corporation s Securities. Examples of such information may, depending on the circumstances, include: a) financial results; b) projections of future earnings or losses; c) development of new products and developments affecting the Corporation's resources, technology, products or market; d) news of a material merger, joint venture or acquisition; e) news of a disposal of significant assets or a subsidiary; f) increases, decreases and reclassifications of mineral reserves or resources; g) significant exploration results; h) impending bankruptcy or financial liquidity problems; i) significant work stoppages or other events affecting production; j) significant pricing changes or agreements that may affect pricing; k) major labour disputes or disputes with major contractors or suppliers; l) proposed changes in capital structure including stock splits and stock dividends; m) proposed or pending material financings; n) material increases or decreases in the amount outstanding of Securities or indebtedness; o) material changes in the business of the Corporation;
13 p) changes in the Corporation s auditors; q) defaults in material obligations; r) results of the submission of matters to vote of security holders; s) material transactions with directors, officers or principal security holders; t) significant litigation exposure due to actual or threatened litigation; u) a transaction for which the consideration payable or receivable is a significant proportion of the written down value of the Corporation's consolidated assets; v) a recommendation or declaration of a dividend by the Corporation; w) a recommendation or decision that a dividend will not be declared by the Corporation; x) a material change in accounting policy adopted by the Corporation; and y) changes in senior management. Either positive or negative information may be material.
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