Code of Business Conduct & Ethics
The Board of Directors of Lions Gate Metals Inc. (the "Company") has adopted a Code of Business Conduct and Ethics that outlines the Company's values and its commitment to ethical business practices in every business transaction. This code applies to all directors, officers, and employees of the Company and its subsidiaries and affiliates. The code is available upon request, and is summarized below.
The Company expects a high level of personal integrity for each employee, officer and director when interacting with all of our business contacts.
Directors, officers and employees are required to respect the rights of, and deal fairly with, our business partners, suppliers, competitors and other third parties. The Company prohibits the following: bribes, kickbacks, or any other form of improper payment, taking unfair advantage of third parties through abuse of privileged information, and the provision or receipt of gifts or favours of more than nominal value to or from customers and suppliers. Marketing and client entertainment expenditures are to be limited to those that are necessary.
When possible, conflicts of interest between personal and professional relationships should be avoided; however, unavoidable conflict of interest will be handled in accordance with the Company's ethical standards.
A director, officer or employee may not represent the Company in any transaction with a person or an entity in which the director, officer or employee has a direct or indirect interest or from which the director, officer or employee may derive personal benefit.
It is the Company's policy that business affairs of the Company are confidential and should not be discussed outside the Company except for information that has already been made available to the public.
Company property or resources may not be used for any personal benefit or the personal benefit of anyone else.
The Company requires full, fair, accurate, timely and understandable disclosure in reports or documents submitted to the securities commissions across Canada as well as all public communications. Employees and officers who prepare financial and other reports will exercise diligence in ensuring that there are no false or misleading statements.
The Company is committed to compliance with all laws, rules and regulations, including laws and regulations applicable to the Company's securities, as well as any rules promulgated by any exchange on which the Company's shares are listed. The Company is committed to maintaining a safe and healthy work environment.
Our directors, officers and employees are prohibited from trading our securities while in possession of material, nonpublic ("inside") information about the Company. Our Insider Trading Policy describes the nature of inside information and the related restrictions on trading.
The Company is committed to taking prompt action against violations of the Code of Business Conduct and Ethics and it is the responsibility of all directors, officers and employees to comply with the Code and to report violations or suspected violations to the Company's Ethics Officer.
The Ethics Officer responsible for investigating and resolving all reported complaints and allegations and shall advise the CEO, the CFO and/or the Audit Committee.
The Ethics Officer will report suspected fraud or securities law violations for review by the Audit Committee. The Audit Committee will report all violations reviewed by the Committee to the Board of Directors. The Company will investigate all complaints and will involve agencies and resources outside the Company if and/or when such outside involvement appears advisable or necessary.
The Ethics Officer will report regularly to the Board of Directors on the results and resolution of complaints and allegations concerning violations of the Code.
The Company will not allow any retaliation against a director, officer or employee who acts in good faith in reporting any violation.
No waivers of any provision of this Code of Business Conduct and Ethics may be made except by the Board of Directors. Any waiver or amendment shall be reported as required by law or regulation.
Only the Board of Directors may amend this Code of Business Conduct and Ethics.
Honest and Ethical Conduct
The Company expects a high level of personal integrity for each employee, officer and director when interacting with all of our business contacts.
Fair Dealing
Directors, officers and employees are required to respect the rights of, and deal fairly with, our business partners, suppliers, competitors and other third parties. The Company prohibits the following: bribes, kickbacks, or any other form of improper payment, taking unfair advantage of third parties through abuse of privileged information, and the provision or receipt of gifts or favours of more than nominal value to or from customers and suppliers. Marketing and client entertainment expenditures are to be limited to those that are necessary.
Conflict of Interest
When possible, conflicts of interest between personal and professional relationships should be avoided; however, unavoidable conflict of interest will be handled in accordance with the Company's ethical standards.
A director, officer or employee may not represent the Company in any transaction with a person or an entity in which the director, officer or employee has a direct or indirect interest or from which the director, officer or employee may derive personal benefit.
Confidentiality and Corporate Assets
It is the Company's policy that business affairs of the Company are confidential and should not be discussed outside the Company except for information that has already been made available to the public.
Company property or resources may not be used for any personal benefit or the personal benefit of anyone else.
Full, Fair, Accurate, Timely and Understandable Disclosure
The Company requires full, fair, accurate, timely and understandable disclosure in reports or documents submitted to the securities commissions across Canada as well as all public communications. Employees and officers who prepare financial and other reports will exercise diligence in ensuring that there are no false or misleading statements.
Compliance with Laws, Rules and Regulations
The Company is committed to compliance with all laws, rules and regulations, including laws and regulations applicable to the Company's securities, as well as any rules promulgated by any exchange on which the Company's shares are listed. The Company is committed to maintaining a safe and healthy work environment.
Our directors, officers and employees are prohibited from trading our securities while in possession of material, nonpublic ("inside") information about the Company. Our Insider Trading Policy describes the nature of inside information and the related restrictions on trading.
Reporting and Effect of Violations
The Company is committed to taking prompt action against violations of the Code of Business Conduct and Ethics and it is the responsibility of all directors, officers and employees to comply with the Code and to report violations or suspected violations to the Company's Ethics Officer.
The Ethics Officer responsible for investigating and resolving all reported complaints and allegations and shall advise the CEO, the CFO and/or the Audit Committee.
The Ethics Officer will report suspected fraud or securities law violations for review by the Audit Committee. The Audit Committee will report all violations reviewed by the Committee to the Board of Directors. The Company will investigate all complaints and will involve agencies and resources outside the Company if and/or when such outside involvement appears advisable or necessary.
The Ethics Officer will report regularly to the Board of Directors on the results and resolution of complaints and allegations concerning violations of the Code.
The Company will not allow any retaliation against a director, officer or employee who acts in good faith in reporting any violation.
No waivers of any provision of this Code of Business Conduct and Ethics may be made except by the Board of Directors. Any waiver or amendment shall be reported as required by law or regulation.
Only the Board of Directors may amend this Code of Business Conduct and Ethics.