Objective and Commitment
Golden Arrow Resources Corporation ("Golden Arrow" or the
"Company") is committed to a policy which provides timely, consistent
and fair disclosure of corporate information to enable informed and
orderly market decisions by investors.
The objective of this Corporate Disclosure and Insider Trading Policy (the "Policy") is to:
- raise awareness about, and focus Company Personnel on, disclosure requirements and practices;
- provide guidance and structure in disseminating corporate
information in a timely, factual and accurate to, and in dealing with,
investors, media representatives and the public (the investing public);
- ensure compliance with legal and regulatory requirements on disclosure.
Canadian securities laws prohibit trading in the securities of a company
on the basis of "inside" information (information that is material and
not available to the public). Anyone violating these laws is subject to
personal liability and could face criminal penalties. In light of the
severity of possible sanctions both to Company Personnel individually
and to the Company, the Board of Directors has adopted this Policy.
Application and Scope
This Policy extends to all directors, officers, employees of the
Company, management company employees, those who provide services to the
Company, its wholly owned subsidiaries and those authorized to speak on
the Company's behalf (for the purposes of this Policy, each herein
referred to "Company Personnel") and to all methods that Golden Arrow
uses to communicate with the investing public including:
- Written statements including annual reports, interim reports, news
releases, letters to shareholders, speeches by senior management,
investor presentations including Power Point presentations or similar
electronic files, e-mail messages and the Company's Internet web page;
- Oral statements including individual or group meetings, telephone conversations, interviews and news conferences.
This policy gives specific guidance in the following areas:
- disclosing and disseminating material information
- maintaining the confidentiality of information
- responding to market rumours
- forward looking information
- communicating electronically
It is not possible to define all categories of Material Information but
there are various categories of information that are particularly
sensitive and, as a general rule, should always be considered material.
Examples of information or events which may be material to the Company
are set out in Appendix A.
In securities law, and for purposes of this Policy, "material information" means:
"any information relating to the business and affairs of the company
that, or the disclosure of which, results in, or would reasonably be
expected to result in, a significant change in the market price or value
of any of the company's securities".
Material information also means there is a reasonable likelihood that it
would be considered important to an investor in making a decision
regarding the purchase or sale of securities of the Company.
This definition is herein interpreted to include any "material change"
in the business that could have the same potential market effects, and
includes both positive and negative information.
Decisions on the materiality of information will be made within the
context of Golden Arrow's overall business affairs and dimensions. Such
decisions require the exercise of experienced judgement and are the
responsibility of the Disclosure Committee.
A Disclosure Committee oversees Golden Arrow's corporate disclosure
practices and ensures implementation and adherence to this Policy. The
Committee's responsibilities include:
- maintaining an awareness and understanding of governing disclosure
rules and guidelines, including any new or pending developments
- developing and implementing procedures to regularly review,
update and correct corporate disclosure information, including
information in Power Point presentations as well as information on the
Internet web site
- bringing this policy to the attention of Golden Arrow's directors, management and staff on a regular basis
- monitoring compliance with this policy and undertaking reviews
of any violations, including assessment and implementation of
appropriate consequences and remedial actions
- reviewing this policy at least annually and updating as
necessary and appropriate to ensure compliance with prevailing rules and
- ascertaining whether corporate developments constitute material
information and, if so, ensuring compliance with the procedures
outlined in this policy
The Disclosure Committee will give consideration to the nature of the
information itself, the volatility of the Company's securities and
prevailing market conditions. In general, if there is any doubt about
whether particular information is material, the Committee will err on
the side of materiality and release the information publicly. (See
section on Public Disclosure for Disclosure Committee policy on
withholding release of Material Information.)
The Disclosure Committee includes the following members:
- Chief Executive Officer or President
- Chief Financial Officer
- any one Director
and may be advised by corporate counsel.
The Chief Financial Officer will serve as the primary contact person for
the Disclosure Committee and will engage the Committee as necessary and
appropriate. In the event of the absence of the Chief Financial
Officer, any other member of the Committee may be contacted on matters
referenced in this policy.
Restriction on Disclosure of Material Information
Insiders of the Company and others who have received or have access to
undisclosed Material Information about the Company should not purchase
or sell the Company's securities or inform others of the undisclosed
Material Information unless it is necessary in the ordinary course of
No Insider shall disclose Material Information regarding the Company to
any person or group of persons until it has been generally disseminated
to the public in accordance with this Policy. Disclosure in individual
or group meetings does not constitute adequate disclosure of information
that is considered Material Information.
The Disclosure Committee may approve limited exceptions to this
prohibition where disclosure is made to the Company's auditors, legal
counsel, underwriters or other professional advisors in the necessary
course of the Company's business.
If it is determined that previously undisclosed Material Information has
inadvertently been disclosed, the Company shall immediately disclose
the information in a news release in order to achieve broad public
dissemination of the information, and Market Regulation Services Inc.
will be contacted, to determine if trading should be halted.
The following principles and practices will be applied when disseminating corporate information to the investing public:
- Golden Arrow will disseminate corporate information in an equitable
manner and will strive to respond in a timely manner to all legitimate
requests for information.
- Material information will in all cases be disseminated broadly and publicly via recognized news services and other means.
- Golden Arrow will not provide confidential, proprietary or
material, non-public information to the investing public, and will deny
any such requests.
- Golden Arrow recognizes that discussions and meetings with the
investing public are an important part of the Company's investor
relations program. Golden Arrow will provide non-material and publicly
disclosed information in individual and group discussions and meetings
where doing so facilitates better understandings about the business and
affairs of the Company. Generally, such information will be factual and
on- speculative in nature and will not in any way significantly impact,
impair or be detrimental to the Company's performance and
- Golden Arrow will not discriminate or differentiate amongst
recipients of non-public, non-material information and will respond in
the same manner to all requests for such information. This means that
Golden Arrow will provide the same information and details that it has
provided to analysts or fund managers, to any other individual market
participant or media representative, upon request.
Process for Public Disclosure
The Company shall comply with all applicable laws and regulations
regarding the timely disclosure of Material Information and changes.
Once a decision is made that information is material, the Company will
immediately initiate a process to ensure full, true, plain and timely
disclosure of that information via recognized new services, in
compliance with applicable securities laws and stock exchange rules
which require prompt disclosure, and broad dissemination to the public
in a manner that is both accurate and complete. Unfavourable news must
be disclosed as promptly and completely as favourable news. The
principal method of publicly disclosing Material Information will be by
news release, using a news wire service that provides simultaneous
distribution to widespread news services, financial media, and relevant
stock exchanges and regulatory bodies. The Company will comply with the
rules of the TSX-V regarding the timing of release of news releases,
and any requirement to obtain pre-clearance of news releases. The
Company will file material change reports when required in accordance
with applicable securities laws and regulations.
When a decision has been made that information is material and will be disclosed, the following steps will be taken:
- A draft news release will be developed by individuals and
departments knowledgeable about the subject matter. In the case of
technical geological or engineering data, the draft content shall be
supplied by the Qualified Person and the Qualified Person shall approve
in writing the news release content in its final form before
- The draft news release will be reviewed by the Disclosure
Committee to ensure it is in compliance with applicable securities laws
and the Exchange's requirements. Written evidence of the review
completion by the Disclosure Committee shall be retained by the Chief
- The Chief Financial Officer will have specific responsibility
to review and validate all financial data contained in news releases and
will ensure that disclosures are consistent with prevailing accounting
standards and guidelines. The Chief Financial Officer shall evidence his
review and validation in writing and this evidence shall be retained by
the Chief Financial Officer.
- The Corporate Communications Department will have specific
responsibility to ensure that the content of the release clearly and
effectively communicates the intended substance and meaning of the
information to the public. The Manager of Corporate Communications shall
evidence in writing that he has confirmed that the content of the
release contains clear and effective communications. This evidence shall
be retained by the Chief Financial Officer.
- After notification and agreement on content and time timing of a
news release, the Manager of Corporate Communications will direct a
recognized wire service to disseminate the release and will forward the
final release to the Manager, Corporate and Regulatory Compliance to
file all material releases with relevant securities regulators. Under no
circumstances shall an approved news release be altered, changed or
amended by any party without the written approval of all the named
parties set forth above.
- The Manager of Corporate Communications will promptly post a
copy of the disseminated news release on the Company's Internet web site
and obtain written confirmation from the Web Master of having posted
the news release to the Company's web site.
In certain circumstances, the Disclosure Committee may delay disclosure
of material information where immediate or premature release of the
information would be unduly detrimental to the interests of the Company.
Such circumstances will be infrequent and in the necessary course of
business, and justified by assessment that harm to the Company's
business from immediate disclosure will outweigh the general benefit to
the market of immediate disclosure. In such cases, Golden Arrow may
withhold public disclosure for a limited period of time but it must
ensure the information remains confidential.
When material information is being temporarily withheld, Golden Arrow
will take the following precautions to keep the information
- the information will only be disclosed to Company Personnel, the
controlling shareholder (if any) and credit rating agencies in the
necessary course of business and on a "need to know" basis;
- if and when the information is disclosed in the necessary
course of business, recipients of such information will be educated and
regularly reminded of the need to keep it confidential inside and
outside the Company;
- confidentiality agreements will be used to ensure protection and confidentiality of the information by third parties;
- reasonable care will be taken to ensure appropriate security and protection of the information.
These responsibilities and procedures also apply during the period of
time when news releases involving material information are being
developed, until the information has been released and disseminated to
the investing public.
When the confidential material information being withheld involves a
material change, Golden Arrow will file a report with the Exchange
and relevant securities regulators on a confidential basis in
accordance with applicable securities legislation.
If, at any time or in any circumstance, confidential material
information is inadvertently divulged in a way that results in selective
disclosure to any member of the investing public, the Disclosure
Committee will initiate a process to ensure full public
disclosure and dissemination.
Communicating with Investors
One of the primary responsibilities of Golden Arrow's President, Golden
Arrow's Manager of Corporate Communications and Golden Arrow's Chief
Financial Officer is to communicate with financial analysts,
investors and prospective investors, and to provide information about
the Company to them.
The President, Manager of Corporate Communications and Chief Financial
Officer are also responsible for preparing the members of senior
management, and developing related presentation materials, for meetings
with financial analysts and investors. Whenever possible, the Chief
Financial Officer will also attend and participate in such meetings.
It is the responsibility of the President and Manager of Corporate
Communications to ensure that no material, nonpublic information is
included in related presentation materials (including Power Point
presentations) or is otherwise selectively disclosed at meetings
with financial analysts and investors. The Chief Financial Officer
shall approve, in writing, all proposed Power Point presentations to be
used or disclosed at meetings with financial analysts and investors. If
material, non-public information is inadvertently disclosed at
such a meeting, the President and Manager of Corporate
Communications will take immediate action to achieve broad, public
dissemination of the information.
Presentation materials from recent meetings with financial analysts and
investors will be posted on the Company's Internet web site as soon as
practical after the presentation has been made. Hard copies of such
presentations will also be made available to the investing
public, on request.
It is the Company's general policy not to respond to market rumours or
speculation unless required by applicable regulatory authorities. The
standard response by the Company's spokesperson to questions concerning
rumours shall be "It is the Company's policy not to
comment on market rumours or speculation".
However, any rumour that has had or is likely to have a substantial
effect on the price of the Company's securities will be clarified or
confirmed in accordance with securities regulations.
Confidentiality of Information
Insiders shall not communicate confidential information, unless it is
necessary to do so in the ordinary course of business and appropriate
arrangements are in place to protect the confidentiality of the
information. All Insiders will use reasonable efforts to limit access
to such confidential information to only those who need to know and such
persons will be advised that the information is to be kept
confidential. Anyone outside of the Company who may become privy to
confidential information concerning the Company will be told that they
must not divulge such information to anyone else, other than in the
necessary course of business, and that they must not trade in the
Company's securities until the information is publicly disclosed. Such
outside parties may be asked to confirm their commitment to
non-disclosure in the form of a written confidentiality agreement. In
order to prevent the misuse or inadvertent disclosure of Material
Information, the following procedures should be observed at all times:
- Documents and files containing confidential information should be
kept in a safe place where access is restricted to individuals who "need
to know" that information in the necessary course of business and code
names should be used if necessary.
- Confidential matters should not be discussed in places where
the discussion may be overheard, including but not limited to,
elevators, hallways, restaurants, bars, airplanes or taxis.
Forward Looking Information
Golden Arrow will not provide forecasts of future earnings or other
financial results. Golden Arrow will provide sufficient forward-looking
information and guidance to the investing public to enable reasoned
evaluations of the Company and its future performance prospects. Such
information could include guidance and/or forecasts respecting volumes,
expenses, capital expenditures, new projects, fiscal terms and market,
commercial and technical considerations. Generally, such information
and guidance will be consistent with and complementary to
information that has been otherwise provided via timely
disclosure documents such as Annual Reports, News Releases
and Interim Reports. In no circumstance will any material
forward-looking information be provided in advance of its general public
Documents containing forward-looking information will be accompanied by a
disclaimer cautioning the reader that there are risks and uncertainties
that could cause actual results to differ materially from what is
indicated in the document. When making oral forward- looking
statements, reasonable care will be taken to also include appropriate
reference to such risks and uncertainties in the discussion.
Disclosure of information on the Company's corporate website does not in
and of itself constitute adequate public disclosure of such
information. Only Material Information that has already been disclosed
to the public in accordance with this Policy will be posted on the
Company's corporate website.
All publicly disclosed Material Information about the Company, and
presentations to analysts and conferences, will be made available
through the corporate website for a reasonable period of time. All
documents filed by the Company on SEDAR (
will be concurrently posted to the corporate website. The Company's
website will be kept up-to-date with the Company's latest disclosures.
E-mail and Internet Use
Golden Arrow views the Internet as a valuable tool and encourages
Company Personnel to use it to learn, develop new skills and increase
their knowledge and effectiveness. Company Personnel are responsible and
accountable for any and all actions they take on the Internet.
Amongst other things, Golden Arrow's Internet policy and e-mail
guidelines specifically prohibit using Internet e-mail to transmit or
exchange confidential or critical Company information, except where a
secured method is employed. More generally, Golden Arrow considers
Internet information and communication to be an extension of the
corporate disclosure record. As such, Golden Arrow's use of the Internet
and e-mail is subject to the same disclosure rules, guidelines and
procedures outlined in this policy for other means of disseminating
While Company Personnel are not generally restricted from participating
in Internet chat rooms, they are discouraged from participating in chat
room discussions about Golden Arrow's securities or its business plans
and results. Such discussions would be inconsistent with this policy's
intent to limit authorized spokespersons and could expose employees to
risks and consequences of inadvertently communicating or contributing to
rumours about confidential, material information.
Golden Arrow has an Internet website (www.goldenarrowresources.com)
that contains information about the Company, its capital structure,
business and other areas of interest to the public and other parties.
The Golden Arrow web site also clearly distinguishes separate sections
containing the following disclosure and other company information of
interest to the investing public:
- The "Investors" section of Golden Arrow's web site will contain all
timely disclosure and material information documents, including: annual
and interim financial statements and related management discussion and
analysis; link to SEDAR; and shareholder documents which include
- The "News" section of Golden Arrow's web site will contain all News Releases.
All timely disclosure and material information documents will be posted
on Golden Arrow's web site as soon as possible after release by the news
wire service or filing with relevant securities regulators.
In addition, the "Investors" section will contain supplemental,
non-material information, which will be posted on the web site as soon
as practical after it is available, including: Stock Quotes; Share
Structure; and Presentations.
Golden Arrow recognizes the need for due diligence in maintaining,
updating and clearly identifying the "vintage" of information on its web
site. All timely disclosure and material information documents will be
clearly date identified and retained on the Golden Arrow web site as
part of the public disclosure record for a minimum period of two years.
Under disclosure rules and guidelines, any changes or corrections to
material Company information will be publicly released and added to this
Supplemental, non-material information such as Investor
Presentations are generally materials designed to summarize and
supplement public information about the Company for the benefit of
investors. These materials are generally time-sensitive and any such
material provided on the web site needs to be managed to ensure its
currency and relevancy for investors. Supplemental, non-material
information such as Investor Presentations will be clearly date
"stamped" and will be maintained on the web site until such time as the
information becomes outdated or is replaced. Golden Arrow will only post
Investor Presentations on its web site when they include significant
changes or differences versus other presentations already posted on the
The Chief Financial Officer has ongoing responsibility for ensuring that
information in the "Investors" section of Golden Arrow's web site is
up-to-date. The Disclosure Committee has a broader, oversight
responsibility for this section of the web site to ensure that
appropriate standards of care are being applied for disclosures of
information via this medium.
Special Relationship Parties - Securities Trading - Restrictions and Obligations
- directors or senior officers of the Company;
- directors or senior officers of a company that is itself an insider;
- directors or senior officers of a subsidiary of the Company;
- a person that has direct or indirect beneficial ownership or
control or direction over securities of the Company carrying more than
10% of the Company's outstanding voting securities.
It is illegal for anyone to purchase or sell securities of any public
company with knowledge of Material Information affecting that 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
confidential Material Information.
Insiders and Company Personnel with knowledge of confidential or
Material Information about the Company or counter-parties in
negotiations of potential material transactions have a special
relationship with the Company and, are prohibited from trading
securities in the Company or any counter-party company until the
information has been fully disclosed and a reasonable period of time has
passed for the information to be widely disseminated.
No Insider may disclose or "tip" undisclosed Material
Information to any other person (including family members), and no
Insider may make recommendations or express opinions to any other person
on the basis of undisclosed Material Information with regard to trading
in securities of the Company.
No Insider who receives or has access to the Company's undisclosed
Material Information may comment on stock price movement or rumours of
other corporate developments that are of possible significance to the
investing public unless such person is authorized in writing by the
Insiders are personally responsible for filing accurate and timely
insider trading reports on a web-based on-line filing system for insider
www.sedi.ca). Failure of an insider to file an insider trading report on a timely basis may result in a fine, imprisonment, or both.
The prohibition on trading does not apply to the exercise of stock
options granted under the stock option plan nor to the exercise of
outstanding share purchase warrants, but does apply to the subsequent
sale of any securities acquired thereunder.
Pre-Clearance of Trades
Occasionally, certain individuals may have access to undisclosed
Material Information for a limited period of time. During such a
period, such persons may be notified in writing or by electronic media
(with acknowledgment of receipt) by the Disclosure Committee that they
must obtain pre-clearance at any time prior to buying or selling
securities of the Company. Examples of persons subject to pre-clearance
by virtue of their jobs are members of the executive team and their
administrative staff, investor relations, finance and business
Trading Blackout Periods
Trading blackout periods will apply to all Insiders with access to
undisclosed Material Information during those periods that are
prescribed from time to time by the Disclosure Committee. The Disclosure
Committee will notify Insiders, to whom the blackout period applies, in
writing or by electronic media, advising as to the commencement and
termination of the trading blackout period. During the blackout period,
no individuals may purchase or sell securities of the Company. All
parties with knowledge of special circumstances will be covered by the
blackout and may include external advisors such as legal counsel,
investment bankers and counter-parties in negotiations of potential
material transactions. Insiders may not commence trading until they
have received electronic notification that a blackout has ended.
Questions concerning this Policy should be addressed to the Company's Chief Financial Officer.
This Policy has been approved by the Company's Board of Directors. The
Disclosure Committee will review this Policy at least annually and any
changes proposed will be subject to the approval of the Board of
Distribution of Policy
This Policy will be circulated to all all directors, officers, employees
of the Company, management company employees, those who provide
services to the Company, its wholly owned subsidiaries and those
authorized to speak on the Company's behalf (referred to herein as
"Company Personnel") upon approval by the Board of Directors and
whenever changes are made. New Company Personnel will be provided with a
copy of this Policy and will be advised of its importance. This Policy
will be brought to the attention of all Insiders on an annual basis.
Potential Civil, Criminal and Disciplinary Action
Each person is individually responsible for complying with the
securities laws and this Policy, regardless of whether the Company has
prohibited trading by that person or any other Insiders. Assuming the
absence of undisclosed Material Information, as a general rule, the
safest period for Insider trading is within the first ten trading days
following the end of a blackout period. Company Insiders may commence
trading after the end of the Blackout Period to begin trading Company
An Insider who violates this Policy or Canadian insider trading or
tipping laws may face disciplinary action up to and including
termination of his or her employment with the Company without notice.
The violation of this Policy may also violate certain securities laws.
If the Company discovers that an Insider has violated any securities
laws, it may refer the matter to the appropriate regulatory authorities,
which could lead to penalties, fines or imprisonment.
Insiders may also be liable for improper transactions by any person (commonly referred to as a "tippee")
to whom they have disclosed previously undisclosed Material
Information, or to whom they have made recommendations or expressed
opinions on the basis of such Material Information about trading
Adopted by the Board of Directors - April 2006
Amended - May, 2011
The Disclosure Committee will use the National Policy 51-201, Disclosure Standards, to determine Material Information as defined in the Company's Policy.
Examples of Potentially Material Information
The following are examples of the types of events or information which may be material. This list is not exhaustive and any questions regarding materiality should be referred to the Company's Disclosure Committee.
Changes in Corporate or Capital Structure
Changes in Financial Results
- changes in share ownership that may affect control of the company
- major reorganizations, amalgamations, or mergers
- take-over bids, issuer bids, or insider bids
- the public or private sale of additional securities
- planned repurchases or redemptions of securities
- planned splits of common shares or offerings of warrants or rights to buy shares
- any share consolidation, share exchange, or stock dividend
- changes in a company's dividend payments or policies
- the possible initiation of a proxy fight
- substantial modifications to the rights of security holders
Changes in Business and Operations
- a significant increase or decrease in earnings prospects;
- unexpected changes in the financial results for any periods;
- shifts in financial circumstances, such as cash flow reductions, major asset write-offs or write-downs;
- changes in the value or composition of the Company's assets;
- any substantial change in the company's accounting policy
Acquisitions and Dispositions
- a significant change in capital investment plans or corporate objectives;
- major labour disputes or disputes with major contractors or suppliers;
- significant new contracts or significant losses of contracts or business;
- significant discoveries;
- changes to the board of directors or executive management, including the departure of the Company's CEO, CFO, COO or president (or persons in equivalent positions);
- the commencement of, or developments in, material legal proceedings or regulatory matters;
- waivers of corporate ethics and conduct rules for officers, directors, and other key employees;
- any notice that reliance on a prior audit is no longer permissible;
- de-listing of the Company's securities or their movement from one quotation system or exchange to another;
Changes in Credit Arrangements
- significant acquisitions or dispositions of assets, property or joint venture interests;
- acquisitions of other companies, including a take-over bid for, or merger with, another company
External Political, Economic and Social Developments
- the borrowing or lending of a significant amount of money;
- any mortgaging or encumbering of the Company's assets;
- defaults under debt obligations, agreements to restructure debt, or planned enforcement procedures by a bank or any other creditors;
- significant new credit arrangements
Companies are not generally required to interpret the impact of external political, economic and social developments on their affairs. However, if an external development will have or has had a direct effect on the business and affairs of the Company but not on other companies engaged in the same business or industry, the Company will, if practical, explain the particular impact on its business. For example, a change in government policy in the country in which the Company is undertaking exploration that affects most companies in the mining industry does not require an announcement, but if it affects only the Company in a substantial way, the Company should make an announcement.