Share Trading Policy

1. Introduction

This document sets out the Company's policy with regard to the sale and purchase of shares and other securities in the Company by its directors and all employees. The purpose of this policy is to assist directors and all employees to avoid conduct that might be considered to be a criminal act of "insider trading", and to establish appropriate rules for trading in the Company's shares and other securities. For the purposes of this policy, trading in the Company's shares and other securities also extends to trading in other securities issued by the Company including options. This policy applies to trading in the Company's shares and other securities by directors and all employees and to trading by their family members, friends and associates. As well as the prohibitions against insider trading, directors and all employees have a common law duty of confidentiality to the Company.

2. Price Sensitive Information

The key elements that constitute insider trading by any individual are:

  • That person possesses information about the Company which is not generally available to the market.
  • That information, if it were known in the market, would be likely to have a material effect on the share price of the Company. This information is often referred to as being "price sensitive".
  • The person uses this price sensitive information to their advantage by trading in the Company's shares and other securities or having someone else do so on their behalf.
  • It is also insider trading if a person passes on price sensitive information to other parties knowing (or where they should have reasonably known) that the other party will use that information to trade in the Company's shares and other securities. This includes family, friends and associates.

The sort of information which might affect the Company's share price and which may be regarded as "price sensitive" includes:

  • The Company's financial results before these have been published, particularly if they are significantly better or worse than market expectations.
  • Any pending material acquisitions or divestments by the Company.
  • The threat of any material litigation that may involve the Company.
  • Any proposed changes to the composition of the Board or senior management.
  • Information on a proposed bonus issue of shares and other securities or changes to dividend policies.
  • Any material exploration results i.e. discovery of new high grade mineralisation.
  • Information of new deals/contracts won, proposals made or negotiations in process.

3. Policy for trading in the Company’s shares and other securities

Directors and all employees must not buy or sell shares and other securities in the Company when they are in possession of price sensitive information which is not generally available to the market.

4. When can you deal in the Company’s shares and other securities?

Public companies are now required to continuously disclose price sensitive information, so there is no particular period of time in which it can be automatically assumed that it is safe to trade in the Company’s shares and other securities.
The only permissible time for a director or employee to buy or sell the Company’s shares and other securities is when he or she is not in possession of price sensitive information.
Without limiting this principle, the following rules have been established to assist directors and all employees:

a) There is a restriction on trading of shares and other securities in the two-week period before the announcement of the full year and half year results and the Annual General Meeting.

b) If any director or employee with access to price sensitive information about the Company and wishes to trade in the Company’s shares and other securities they must first advise and seek written approval from the Chairman of the Company (in the case of directors), and the Managing Director in the case of employees. In each case the notification should contain details of the number of shares and other securities involved.

c) The director or employee must advise the Company Secretary in writing of the details of any completed transactions within 3 days of the transaction. The Company Secretary will be responsible for maintaining a record of disclosures and for advising the ASX as required.

d) Directors and staff are not permitted to trade in Company shares within 24hrs of the release of an announcement containing price sensitive information.

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