ELECTRA STONE LTD. TSX-ELT
PROVIDING SPECULATIVE JADE PROJECT OPPORTUNITIES AND EV RELATED
MINERAL PROJECT OPPORTUNITIES
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ELECTRA STONE LTD.
TRADING AND BLACKOUT POLICY 2018
The purpose of this Policy is to ensure compliance with applicable Canadian securities laws governing
trading in securities of Electra Stone Ltd. (Company) while in possession of material non-Public
information concerning the Company, and tipping or disclosing material non-public information to
Once a person becomes an insider (as described below), his or her security holdings in the Company, and
any change therein, must be reported to the appropriate securities commissions. The responsibility for
compliance with insider reporting obligations rests with the insiders and not with the Company. However,
the Company has an interest in monitoring the holdings of its insiders and ensuring that insider holdings
are accurately reported.
1. This Policy applies to all officers, directors, employees and consultants of the Company and its
subsidiaries (collectively, Electra). Directors, officers, employees and consultants are responsible
for ensuring compliance by their families and other members of their households.
2. This Policy applies to any transactions in any securities of the Company, including shares,
debentures, options under the Company's share option plan (Option Plan), rights or awards under
the Company's restricted share unit plan (RSU Plan) and any other securities exchangeable or
exercisable into shares, as well as exchange-traded options or other derivative securities that are
not issued by the Company but are based on securities of the Company (collectively, Securities).
3. This Policy applies not only to the Securities which a director, officer, employee or consultant
owns, but also those over which control or direction is exercised (for example as a trustee or
executor of an estate) and also to the Securities that are indirectly owned (for example by a
corporation controlled by a director, officer, employee or consultant or by an immediate family
member of a director, officer, employee or consultant).
4. This Policy applies not only during the course of a director's, officer's, employee's or consultant's
service to Electra, but also after the completion of such service to the extent the relevant person
possesses material non-public information at the time such service is completed.
The directors and senior officers of the Company are considered to be insiders of the Company pursuant
to applicable securities laws and as such are subject to a higher standard of scrutiny and disclosure
requirements than other persons who may trade in Securities. In addition, all employees or consultants
who come into possession of material inside information before it is publicly disclosed are considered
insiders for the purpose of securities laws. The business partners, spouses, immediate families and those
under control of insiders may also be regarded as insiders. Insiders should contact the Secretary of the
Company when considering a transaction in Securities to ensure that there is no material non-public
information which has not been widely disseminated.
Each director and senior officer shall contact the Secretary before initiating or completing any trade of
Securities, in order to ensure that no undisclosed material information exists of which the director or
senior officer is not aware.
The CFO shall contact either the CEO or a member of the Compensation and Governance Committee
before initiating or completing any trade of Securities.
The CEO shall contact at least one member of the Compensation and Governance Committee before
initiating or completing any trade of Securities.
In addition, each director and senior officer must report to the Secretary, or such other person as may be
designated by the Board, every trade he or she makes in Securities within 10 days of the date of the trade.
If the director or senior officer reports his or her trades using other personnel other than Electra
personnel, copies of insider trading reports must be furnished to the Secretary, or other such person as
may be designated by the Board, promptly after filing such report.
Reporting by Insiders – Regulatory Requirements
A. Initial Reports
An initial report must be filed within ten days of the date on which a person becomes an insider. An initial
report is not required, however, when a person becomes an insider if he or she has no direct or indirect
beneficial ownership, control or direction over Securities.
B. Changes in Beneficial Ownership
A person who is an insider must report any changes in his or her direct or indirect beneficial ownership
of, or control over, Securities within ten days of the date such change takes place.
C. Rights to Securities
A person who is an insider is reminded that the grant of an option under the Option Plan or an award
under the RSU Plan and the issue of Securities pursuant thereto, gives rise to reporting obligations and an
insider report must be filed with respect to these matters within ten days of the date such transaction
A person who is an insider is required to use the System for Electronic Disclosure by Insiders (SEDI) for
reporting insider trades. Reporting through SEDI can be completed by insiders themselves through the
internet or through an agent, such as the Company's legal counsel
or the Secretary. Insiders are referred to the internet website for SEDI at
www.sedi.ca. As well, insiders are encouraged to contact the Secretary
with respect to any questions about filing through the SEDI system.
Definition of Material Non-Public Information and Non-public Information
A. Material Information
Securities legislation and this Policy make frequent reference to material information. In this Policy,
material information is any information relating to the business and affairs of the Company that results
in, or would reasonably be expected to affect the investment decisions of a reasonable holder of Securities
or 3 an investor or if the information would reasonably be expected to affect the market price or value of
any of the Securities.
B. Non-public Information
Material information is "non-public" if it (1)has not been generally disclosed; (2) is intended for use solely
by the Company and not for personal use, or (3) is the type usually not disclosed by the Company.
Information is considered to have been generally disclosed if: (i) the information has been disseminated
in a manner calculated to effectively reach the marketplace, and (ii) public investors have been given a
reasonable amount of time to analyze the information. For the purposes of this Policy, information will
be considered public; i.e., no longer non-public, after information has been generally disclosed by means
of a broadly disseminated press release and the trading has closed on the first full trading day following
such press release.
If you are unsure whether the information that you possess is material or non-public information, the
Secretary should be consulted before trading in any Securities.
Statement of Policy and Procedures
A. Prohibited Activities
1. No insider, employee or consultant may trade in Securities while in possession of material non-
public information concerning the Company.
2. No insider, employee or consultant may trade in Securities outside of the "trading windows"
described below, or during any designated special trading blackout periods.
3. No insider, employee or consultant may trade in Securities during any trading blackout period
imposed on employees and consultants generally.
4. No insider, employee or consultant may disclose material, non-public information concerning
Electra to any outside person (including family members, analysts, individual investors and
members of the investment community and news media) unless such disclosure is necessary in
the course of business and in accordance with the Company's External Communications Policy
and the terms of any applicable confidentiality agreements or non-disclosure agreements entered
into by the Company in the ordinary course of its business activities. In any instance where such
information is disclosed to outsiders in the necessary course of business, the outsider must be
advised that they must not disclose the information to anyone else, other than in the necessary
course of business, and they may not trade in Securities until the information has been generally
5. No insider, employee or consultant may give trading advice of any kind relating to Securities to
anyone while possessing material non-public information about the Company, except that
insiders, employees and consultants should advise others not to trade Securities if such trade
might violate the law or this Policy.
6. No insider, employee or consultant may (a)trade in securities of any other public company, trust,
partnership or other entity (a "company") while possessing material non-public information
concerning that company; (b)"tip" or disclose material non-public information concerning any
company to anyone; or (c)give trading advice of any kind to anyone concerning any other
4company while possessing material non-public information about that company that such
insider, employee or consultant learned in the course of service to Electra.
7. 7.No insider, employee or consultant may (a)engage in short sales of Securities, or (b)buy or sell
puts, calls or other derivatives in respect of Securities.
8. In order to avoid possible inadvertent conflict with this Policy, it is recommended that no insider,
employee or consultant leave with a broker any outstanding sell or purchase orders. Insiders and
all employees and consultants must contact the Secretary of the Company before initiating or
completing any transaction of Securities, to ensure that there is no material non-public
information which has not been widely disseminated and to ensure that no blackout periods
(defined below) apply.
B. Trading Windows and Blackout Periods
1. Definition of Blackout Period and Trading Window
A "blackout period" is any time where an insider, employee or consultant is restricted by the terms of this
Policy or applicable securities law from trading in Securities. Alternatively, a "trading window" is the
period of time between blackout periods where an insider, employee or consultant is not restricted by
the terms of this Policy or applicable securities law from trading in Securities.
2. Designation of Blackout Periods
The Company will use reasonable efforts to notify insiders, employees and consultants by e-mail when a
general blackout period is in effect. However, it is the obligation of every insider, employee and consultant
to ensure, prior to effecting a trade, that a blackout period is not in effect or such person is not otherwise
restricted from trading in Securities. In the event that an insider, employee or consultant is unsure
whether they may trade in Securities, they should contact the Secretary to determine if a general blackout
period is in effect or if the insider, employee or consultant is in possession of material undisclosed
3. Trading Windows for Insiders, Employees and Consultants
A quarterly blackout period will commence the day that the financial statement s relating to that quarter
are distributed to the audit committee and Board members prior to their quarterly meetings, and will
terminate at the end of the first business day after a news release is issued disclosing the quarterly results
for that quarter. During this period, no director, officer, employee or consultant and no other person
involved in the preparation of, or having actual knowledge of financial or other information to be
contained in, the Company’s quarterly or annual financial statements may purchase or sell Securities.
Directors, officers, employees and consultants with knowledge of any undisclosed material information
relating to the Company will be subject to the trading blackouts. Any other party negotiating a material
transaction with Electra will likely also be subject to trading blackouts. They will be prohibited from trading
in Securities until the end of the first business day after the information has been publicly disclosed.
Apart from quarterly blackout periods, other blackout periods may be prescribed from time to time by
the Board as a result of special circumstances relating to the Company which could give rise to the
disclosure of material information which has not been disseminated to the public, pursuant to which
directors, senior officers, employees and consultants shall be prohibited from trading in Securities. All
other persons with knowledge of the special circumstances will also be subject to the blackout. Such
parties may include external advisors, such as legal counsel or bankers. In the case of a prescribed
blackout, involved individuals will be informed as to the application of the blackout to them.
4. No Trading While in Possession of Material Non-public Information or During Blackout Periods
No insider, employee or consultant possessing material non-public information concerning the Company
may trade in Securities even during applicable trading windows. Persons possessing such information may
trade during a trading window only after the close of trading on the next full trading day following the
widespread public release of the information.
No insider, employee or consultant may trade in Securities outside of applicable trading windows or
during any designated blackout periods. No insider, employee or consultant may disclose to any outside
third party that a special blackout period has been designated.
C. Priority of Statutory or Regulatory Trading Restrictions
The trading prohibitions and restrictions set forth in this Policy are superseded by any greater prohibition
or restrictions prescribed by applicable Canadian securities laws and regulations.
The consequences of prohibited insider trading or tipping can be severe. Below are the penalties under
Canadian securities legislation for insider trading.
A. Penalties Under Canadian Securities Laws
Under securities laws, persons violating insider trading or tipping rules may be required to disgorge the
profit made or the loss avoided by trading, pay the loss suffered by the persons who purchased securities
from or sold securities to the insider tippee, pay fines up to the greater of $1,000,000 and three times the
profit made or loss avoided, pay administrative penalties of up to $500,000 and serve a jail term of up to
five years less a day. The Company may also be required to pay penalties and could, under certain
circumstances, be subject to private lawsuits by traders for damages suffered as a result of illegal insider
trading or tipping by persons under Electra’s control.
B. Discipline of Insider, Employee or Consultant by the Company
Violation of this Policy or Canadian insider or tipping laws by any insider, employee or consultant may
subject such person to disciplinary action up to and including termination for cause in the case of an
insider or employee,or termination of the consulting contract in the case of a consultant.
If it is discovered that anyone subject to these policies has violated applicable securities laws, the matter
may be referred to the appropriate regulatory authorities. .