Background – Insider Trading:
The insider trading provisions of Australian Law work on the basis that a person must not (whether as principal or agent) subscribe for, purchase or sell, or “engage in dealings” of any shares in the Company if;
a) The person possesses information that a reasonable person would expect to have a material effect on the price of the shares if the information were generally available; and
b) The person knows, or ought reasonably to know, that:
i. The information is not generally available; and
ii. If it were generally available, it might have a material effect on the price of the shares.
A person does not need to be directly associated with the Company to be guilty of insider trading in relation to securities of the Company. The prohibition extends to dealings through nominees, agents or their associates, such as family members, family trusts or family companies (“Related Third Parties”).
Policy:
1. Directors of the Company, the Managing Director, the CFO, Financial Controller, Exploration Manager, Production Manager, New Venture Manager and the Company Secretary (or their Related Third Parties including spouses and immediate family) shall not engage in any dealings in the shares of the Company without giving prior notice as follows:
| Party seeking to deal in shares | Prior Notice to be Given to: |
| CFO, Financial Controller, Exploration Manager, Production Manager, New Venture Manager, Company Secretary (or their Related Third Parties including spouses and immediate family) |
The Managing Director |
| Directors of the Company or subsidiary companies (or their Related Third Parties) |
The Company Secretary who shall provide details to the Chairman |
2. The Board should be advised of all dealings by directors, officers and employees at periodic Board meetings. Details to be advised shall include: Type of dealing, Date of dealing, Number of shares, Seller, Purchaser and Price;
3. Directors, officers and employees shall not engage in any dealings in shares of the Company during the period:
a) two weeks prior to and within 24 hours after the date of the announcement to the ASX of the Company’s annual or half year results;
b) two weeks prior to and within 24 hours after the date of the announcement to the ASX of the Company’s quarterly activities reports;
c) notwithstanding a) or b), at any time while in possession of inside information.
Procedure:
Directors, officers and employees of the Company referred to in Policy 1 above shall notify the Company of any intention to engage in any dealings in shares of the Company by:
1. Email notification of such intention (including details of proposed Type of dealing, Date of dealing, Number of shares, Seller, Purchaser and Price as may be applicable in the circumstances) to the Managing Director or Company Secretary as set out in Policy 1.
2. The Managing Director shall submit details of the proposed dealings together with any relevant comments regarding compliance with Insider Trading provisions (and any other relevant matter) to the Chairman (cc the Company Secretary);
3. If the Managing Director or Chairman shall have a conflict of interest or be the party proposing to engage in dealings then such person shall give notice of the relevant circumstances to the Chairman or in the alternative to the full Board of Directors via the Company Secretary.