NETWORK EXPLORATION LTD.
The following Corporate Disclosure Policy (the "Policy") has been approved and adopted by the Board of Directors (the "Board") of Network Exploration Ltd. (the "Company").
The purpose of this Policy is to ensure that communications to the investing public about the Company are made in accordance with all applicable legal and regulatory requirements.
The Policy applies to all employees of the Company, the directors and officers and those persons authorized to speak on behalf of the Company. For the purposes of this Policy, the term "employee" includes all permanent, contract, secondment and temporary agency employees who are on long term assignments with the Company as well as to consultants to the Company.
The Policy covers disclosure in press releases, documents filed with the securities regulators and written letters to shareholders, presentations by senior management, information contained on the Company's Web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, industry or press conferences and conference calls.
3. GUIDELINES AND PROCEDURES
3.1 Disclosure Officers
The officers of the Company responsible for overseeing compliance with this Policy ("Disclosure Officers"), including monitoring the effectiveness of and compliance with the Policy, are:
(a) Alexander Helmel, Chief Executive Officer ("CEO"), and
(b) Richard Schnoor, Chief Financial Officer ("CFO"),
or their successors, from time to time. In discharging their responsibilities under this Policy, the Disclosure Officers may act together or individually, as conditions dictate. For greater certainty, the definition "Disclosure Officers" when used in this Policy shall mean one or more of the Disclosure Officers, unless otherwise provided herein.
In addition, the Disclosure Officers will be responsible for reviewing and authorizing all disclosure (including electronic, written and oral disclosure) in advance of its public release, as well as monitoring the Company's Web site.
The Disclosure Officers will review and update the Policy, if necessary, on an annual basis or as needed to ensure compliance with changing regulatory requirements and will request approval for any updates or amendments to the Policy from the Board.
3.2 Principles of Disclosure of Material Information
The Company is subject to continuous disclosure and reporting obligations under Canadian securities laws. These obligations require the Company to disclose "Material Changes" in its business as well as certain other information at specified intervals. In addition, under the rules of the TSX Venture Exchange on which the Company's shares are traded (the "Exchange"), the Company is required, subject to certain exceptions, to disclose promptly to the public any "Material Information" regarding the Company. Material Information is any "Material Fact" and/or "Material Change" in respect of the Company.
Securities laws define "Material Change" in relation to the Company as a change in the business, operations or capital of the Company that would reasonably be expected to have a significant affect on the market price or value of the Company's shares or a decision to implement such a change having been made by the Board or by senior management who believe that confirmation of such by the Board is probable. A "Material Fact" in relation to the Company is defined as a fact that significantly affects, or would reasonably be expected to significantly affect, the market price or value of the Company's shares.
At all times, the Company shall act to disclose Material Information in accordance with all applicable securities laws, rules and regulations, and in accordance with this Policy. Without limiting the foregoing obligations, the following are the basic principles for disclosure of Material Information by the Company:
(a) Where a Material Change has occurred in the affairs of the Company, the Company will immediately issue and file a news release disclosing the nature and substance of the Material Change, followed by a material change report filed within ten days of the date on which the Material Change occurred. In certain circumstances, the Disclosure Officers may determine that such disclosure would be unduly detrimental to the Company's interests (for example if release of the information would prejudice negotiations in a corporate transaction), in which case the Company will immediately file a confidential Material Change report, and may otherwise keep news of the material change confidential until the Disclosure Officers determine that it is appropriate to publicly disclose it, or the Company is compelled to disclose it under applicable continuous disclosure obligations. The Company shall periodically (at least every ten days) review its decision to keep any Material Change confidential to assess whether disclosure continues to be unduly detrimental to the Company (also see Section 3.8, "Rumours"). If the Company decides to continue keeping the Material Change confidential, it will apprise any applicable regulators of that fact;
(b) The Company will publicly disclose Material Information first before selectively disclosing it to any person (such as an interview with an analyst or in a telephone conversation with an investor), unless disclosing such information prior to public dissemination is "in the necessary course of business" or the receiving person has entered into a confidentiality agreement with the Company regarding such undisclosed Material Information. Consultation with the Company's legal counsel is recommended before making selective disclosure "in the necessary course of business";
(c) If previously undisclosed Material Information has been inadvertently selectively disclosed to an analyst or any other person and such disclosure has not been made "in the necessary course of business", such Material Information must be broadly disclosed immediately via news release and the Exchange should be immediately contacted and consulted regarding a possible halt in trading until such news release is issued. Pending the issuance of such news release, the Company should also advise those parties who have knowledge of the undisclosed Material Information that it is material and that it has not been generally disclosed to the public;
(d) Disclosure must be corrected promptly if the Company subsequently learns that earlier disclosure by the Company contained a material error at the time it was given; and
(e) Subject to any further direction of the Company's Audit Committee, any Material Information that includes financial information extracted or derived from the Company's annual and interim unaudited financial statements must be reviewed and approved by the Company's Audit Committee prior to its dissemination.
3.3 News Releases Announcing Material Information
All news releases announcing Material Information must be approved by at least one of the Disclosure Officers and reasonable efforts will be made to gain input from the Directors prior to the publication of news releases.
If the Exchange is open for trading at the time of a proposed announcement of Material Information, prior notice of the news release and a draft copy thereof must be provided to the market surveillance/regulation department of the Exchange to enable a trading halt, if deemed necessary by the Exchange. If such news release will be issued outside of trading hours, market surveillance must be notified as aforesaid before the market opens.
News releases announcing Material Information must be disseminated through a news wire service approved by the Exchange that provides simultaneous national distribution to stock exchange members, relevant regulatory bodies, and appropriate financial media.
News releases are to be posted on the Company's Web site promptly after release over the news wire. The news release page of the Web site shall include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent news releases.
3.4 Trading Restrictions
It is illegal for anyone to purchase or sell securities of the Company with knowledge of Material Information concerning the Company that has not been publicly disclosed. Except "in the necessary course of business", it is also illegal for anyone to inform any other person of non public Material Information.
Employees, as well as officers, directors and other insiders of the Company ("Insiders") are prohibited from trading in securities of the Company (including exercising any options) while they have knowledge of undisclosed Material Information about the Company or when a "blackout period" has been instituted by the Company (See Section 3.5, "Blackout Periods").
3.5 Blackout Periods
In addition to the provisions of Section 3.4, "Trading Restrictions" above, the Disclosure Officers or the Company may institute "blackout periods" from time to time when trading (including the exercise of stock options) by employees and Insiders should not take place. The purpose of a "blackout period" is to avoid the potential for improper insider trading or even the perception or appearance of improper insider trading. A "blackout period" normally means a period in which a Material Change has or may occur.
Where appropriate and feasible, the Disclosure Officers shall institute a "blackout period" in advance of the disclosure of a Material Change. The duration of any particular "blackout period" shall be determined by the Disclosure Officers given the particular circumstances of the Material Change. Where reasonable in the circumstances, a "blackout period" shall commence two trading days prior to the disclosure of a Material Change by press release and shall continue until the commencement of the second trading day following the dissemination of such press release.
3.6 Quiet Periods
The Disclosure Officers or the Company may determine that it is appropriate for the Company to observe "quiet periods", during which time comments with respect to the Company's current operations or expected results will not be provided to analysts, investors or other market professionals. This is in order to avoid the potential for improper selective disclosure or even the perception or appearance of improper selective disclosure.
3.7 Designated Spokespersons
The Company may designate a limited number of spokespersons responsible for communication with the investment community, regulators or the media, such as any Investor Relations Officer appointed by the Company. The Disclosure Officers and any Investor Relations Officer of the Company, if so authorized by the CEO, shall be the designated spokespersons for the Company. The Disclosure Officers may, from time to time, designate others within the Company to speak on behalf of the Company or to respond to specific inquiries.
Employees who are not designated spokespersons must not respond under any circumstances to inquiries from the investment community, the media or others, unless specifically asked to do so by an authorized spokesperson. All such inquiries shall initially be referred to a Disclosure Officer or an Investor Relations Officer.
The Company does not comment, affirmatively or negatively, on rumours. This also applies to rumours on the Internet. The Company's designated spokespersons will respond to rumours, with words to the effect of, "It is our policy not to comment on market rumours or speculation." If undisclosed Material Information has been leaked and appears to be affecting trading activity in the Company's stock, or the Exchange requests that the Company make a definitive statement in response to a market rumour that appears to be causing unusual activity in the Company's shares, the Disclosure Officers will consider the matter and determine if a trading halt should be discussed with the Exchange and will promptly issue a news release disclosing any relevant Material Information or confirm that there is no undisclosed Material Information.
3.9 Contacts with Analysts, Investors and the Media
Disclosure in individual or group meetings does not constitute adequate disclosure of information that is considered non-public Material Information. If the Company intends to announce Material Information at an analyst or shareholder meeting or a press conference or conference call, the announcement must be preceded by a news release.
The Company recognizes that meetings with analysts and investors are an important element of the Company's investor relations program. The Company will meet with analysts and investors on an individual or small group basis as needed and will initiate contacts or respond to analyst and investor calls in a timely, consistent and accurate fashion in accordance with this Policy.
The Company will provide only non-Material Information or previously disclosed Material Information at individual and group meetings and at industry conferences. As much as possible, all meetings with investors or analysts, or groups thereof, should be attended by two or more Company representatives, at least one of whom shall be a designated spokesperson of the Company.
3.10 Reviewing Analyst Draft Reports and Models
The Company may review, when possible, analysts' draft research reports or models for the purpose of pointing out errors in fact based on publicly disclosed information. The Company will limit its comments to identifying publicly disclosed factual information that may affect an analyst's model or to pointing out inaccuracies or omissions with reference to publicly available information about the Company. The Company will not confirm, or attempt to influence, an analyst's opinions or conclusions and will not express comfort with the analyst's model and earnings estimates.
In order to avoid appearing to "endorse" an analyst's report or model, when providing comments, the Company will indicate that the report or model was reviewed only for factual accuracy.
3.11 Distributing Analyst Reports
Analyst reports are proprietary products of the analyst's firm that the Company does not endorse, nor wishes to appear to endorse. Accordingly, the Company will not provide analyst reports through any means to persons outside of the Company, including posting such information on its Web site. The Company may post on its Web site a complete list, regardless of the recommendation, of all the investment firms and analysts who provide research coverage on the Company but will not post a partial list of analysts. If provided, such list will not include links to the analysts' or any other third party Web sites or publications and will indicate that the Company does not endorse any of the analysts' reports.
3.12 Conference Calls
Conference calls may be held where deemed appropriate by the Disclosure Officers, for major developments, whereby discussion of key aspects is accessible simultaneously to all interested parties, some as participants by telephone and others in a listen-only mode by telephone or via a webcast over the Internet. At the beginning of the call, a Company spokesperson will provide appropriate cautionary language with respect to any forward-looking information and direct participants to publicly available documents containing a full discussion of the risks and uncertainties.
The Company will provide advance notice of the conference call or webcast by issuing a news release announcing the nature of the information to be discussed on the call, the date and time of the call and providing information on how interested parties may access the call or webcast. In addition, the Company may send invitations to analysts, institutional investors, the media and others invited to participate. Any non-material supplemental information provided to participants will also be posted to the Web site for others to view. A tape recording of the conference call and/or an archived audio webcast on the Internet may be made available following the call for a period of time deemed appropriate by the Disclosure Officers.
Promptly after the conference call, the Disclosure Officers will discuss whether disclosure of previously undisclosed Material Information occurred during the call, and if so take steps to publicly disclose the information promptly via news release, as per this Policy.
3.13 Disclosure Controls
Under Multilateral Instrument 52-109, "Certification of Disclosure in Issuers' Annual and Interim Filings" ("MI 52-109"), the CEO and the CFO are required, in connection with the filing of the Company's annual and interim statutory filings, to sign a certificate certifying a number of things including matters in relation to the Company's "disclosure controls and procedures" ("Disclosure Controls") which are generally defined as controls and other procedures of an issuer designed to provide reasonable assurance that the information required to be disclosed in the issuer's annual filings, interim filings or other reports is recorded, processed, summarized and reported within the prescribed time period.
In this connection, the Company's CEO and CFO will establish, maintain and evaluate reasonable Disclosure Controls and other procedures which are to be implemented and carried out under their supervision. To assist them, it is essential that all directors, officers and employees ensure that the CEO and CFO are kept fully apprised of all pending and potentially material developments in the business affairs of the Company so that they are able to determine the appropriateness and timing of the public disclosure of those developments.
3.14 Forward-Looking Information
Should the Company elect to disclose forward-looking information ("FLI") in continuous disclosure documents, speeches, conference calls, or news releases, the following guidelines will be observed:
(a) The information, if deemed material, will be disseminated via a news release in accordance with this Policy and specifically in accordance with Exchange requirements; (b) The information will be clearly identified to be forward looking; (c) The factors and assumptions that were used to arrive at the FLI will be clearly described; (d) The information will be accompanied by a statement that identifies, in specific terms, the risks and uncertainties that may cause the actual results to differ materially from those projected in the statement; and (e) The information will be accompanied by a statement that disclaims the Company's intention or obligation to update or revise the FLI, whether as a result of new information, future events or otherwise. Notwithstanding this disclaimer, should subsequent events prove past statements to be materially off target, the Company may choose to issue a news release explaining the reasons for the difference. In this case, the Company should update its guidance on the anticipated impact.
3.15 No Grant of Stock Options
When undisclosed Material Information exists, it is not appropriate for the Company to grant stock options (even if the recipient of such options is not aware of the undisclosed Material Information), except in circumstances where such grants are specifically permitted by the rules of the Exchange.
3.16 Responsibility for Electronic Communications
The Company will designate, from time to time, a person to be responsible for updating the investor relations section of the Company's Web site. The Disclosure Officers are responsible for monitoring all Company information placed on the Web site to ensure that it is accurate, complete, up-to-date and in compliance with relevant securities laws.
The Disclosure Officers must approve all links from the Company Web site to a third party Web site. Any such links will include a notice that advises the reader that he or she is leaving the Company's Web site and that the Company is not responsible for the contents of the other site.
Investor relations material shall include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent disclosures. All data posted to the Web site, including text and audiovisual material, shall show the date such material was issued. Any significant changes in information must be updated promptly. The Company will keep available on its Web site a minimum of two years' annual reports, news releases, and other continuous disclosure documents, unless the Disclosure Officers believe that certain of these materials need to be removed earlier.
Disclosure on the Company's Web site alone does not constitute adequate disclosure of information that is considered non-public Material Information. Any disclosure of Material Information will be handled in accordance with this Policy prior to publication on the Company's Web site.
The Disclosure Officers will designate a person or persons to be responsible for responses to electronic inquiries. Only public information or information which could otherwise be disclosed in accordance with this Disclosure Policy will be utilized in responding to electronic inquiries.
In order to ensure that no undisclosed Material Information is inadvertently disclosed, employees are prohibited from participating in Internet chat rooms, bulletin boards or newsgroup discussions on matters pertaining to the Company's activities or its securities. Employees who encounter a discussion pertaining to the Company should advise any one of the Disclosure Officers immediately, so the discussion may be monitored.
3.17 Communication and Enforcement
This Policy will be circulated to all directors, officers and employees upon its inception, and again whenever significant changes are made to it or the Disclosure Officers otherwise deem it necessary. New directors, officers and employees will be provided with a copy of this Policy upon joining the Company.
Nothing in this Policy should be construed or interpreted as limiting, reducing or eliminating the obligation of any director, officer or employee of the Company to comply with all applicable laws and all applicable Exchange policies. Conversely, nothing in this Policy should be construed or interpreted as expanding applicable standards of liability under provincial or federal law for directors or officers of the Company.