Securities Trading Policy
1. Introduction
This Code for Dealing in Securities (“Code”) sets out the requirements for Directors, employees, consultants and contractors of South Boulder Mines (collectively “South Boulder Mines Personnel”) dealing in South Boulder Mines securities. In order to ensure that South Boulder Mines Personnel do not inadvertently breach the insider trading provisions of the Australian Corporations Act, South Boulder Mines Personnel are only permitted to deal in South Boulder Mines securities in limited circumstances determined by this Code. These limited circumstances are called “trading windows” and are determined by the provisions of this Code.
Even during trading windows, a securities dealing written request must be submitted to and approved by the Managing Director or his delegate prior to any dealing in South Boulder Mines securities.
Subject to the overriding restriction that persons may not deal in any securities when they are in possession of inside information, South Boulder Mines Personnel may not deal in South Boulder Mines securities during certain periods as set out in this Code.
2. Prohibited Conduct Under Insider Trading Provisions
2.1 The Company
a. As a matter of law, all South Boulder Mines Personnel must not deal (meaning any change whatsoever including, but not limited to, any sale, purchase, exercise of options (even if due to expire), discharge of any right or obligation, or transfer) in South Boulder Mines securities where:
- they possess information which is not generally available;
- that information may have a material effect on the price or value of South Boulder Mines securities; and
- they know or ought reasonably to know that the information is not generally available and if it were it might have a material effect on the price of South Boulder Mines securities, as such information constitutes inside information.
b. South Boulder Mines Personnel with inside information must comply with South Boulder Mines’s Policy in relation to insider trading which has been approved by the Board.
2.2 Other Companies
The laws regarding insider trading extend to dealings in securities of any companies about which a person possesses material price sensitive information which is not generally available including for example, companies in a joint venture with South Boulder Mines.
3. Policy For Dealing In Securities
Subject to the restriction that no South Boulder Mines Personnel must deal in any securities when they are in possession of inside information, the following restrictions also apply:
a. No South Boulder Mines Personnel are permitted to deal in South Boulder Mines securities in the following periods:-
- two weeks before the release of South Boulder Mines’s quarterly reports;
- two weeks before the release of South Boulder Mines’s annual results;
- two weeks before the release of South Boulder Mines’s half yearly report.
b. No South Boulder Mines Personnel are permitted to deal in South Boulder Mines securities on the day of release or the day immediately following the release of quarterly, half yearly or annual financial results.
c. No South Boulder Mines Personnel are permitted to deal in South Boulder Mines securities during a trading window when there exists any matter which constitutes inside information in relation to South Boulder Mines securities (whether or not such person has knowledge of such matter) and the proposed dealing would (if permitted) take place before the time when it has become reasonably probable that an announcement will be required in relation to that matter. This is a measure for the benefit and protection of South Boulder Mines Personnel and South Boulder Mines to ensure dealing in South Boulder Mines securities by South Boulder Mines Personnel is, at all times, transparent and free of any potential controversy.
Company options for ordinary shares may only be exercised in accordance with the terms and conditions of those options and in accordance with the requirements governing their issue, and, further, in accordance with this Code. In addition, any dealing of South Boulder Mines securities acquired upon exercise of options must only occur in accordance with this Code.
Where options are held by any South Boulder Mines Personnel and the expiry date of those options is imminent, special permission for exercise may need to be obtained from the relevant stock exchanges on which the Company is listed if the application of this Code would otherwise prevent exercise of those options.
4. Clearance Request
All South Boulder Mines Personnel wishing to deal in South Boulder Mines securities within a trading window must request for approval. The Managing Director will determine such request (except in the case of his own securities, in which case the Chairman must approve the proposed dealing).
5. General Observations
If any South Boulder Mines person possesses inside information that is not generally available, such person is prohibited from procuring any other person to deal in those securities and from directly or indirectly communicating the information to another person who the South Boulder Mines person believes is likely to deal in, or procure another person to deal in, those securities.
It is important that any South Boulder Mines person who possesses inside information that is not generally available does not recommend or otherwise suggest to any person or associates (including a spouse, relative, friend or any trustee of a trust or family company) to deal in South Boulder Mines securities.
Accordingly, this Code applies equally to persons acting for South Boulder Mines Personnel or with whom it may appear South Boulder Mines Personnel may communicate the inside information – that is, the spouse, children, family trusts, family companies of South Boulder Mines Personnel or other associates of South Boulder Mines Personnel must not deal in South Boulder Mines securities otherwise than in accordance with this Code.
South Boulder Mines Personnel should also ensure that before any external body of which they are a member, director, representative or trustee (for example, personal or family superannuation funds) undertakes any transaction regarding South Boulder Mines securities, that any dealing in South Boulder Mines securities complies with this Code.
This Code will be administered by the Company Secretary with input from the Managing Director. The Company Secretary will be available to answer any questions you may have in relation to it. However, neither South Boulder Mines nor the Company Secretary is to be held responsible for any answers or any act or omission by you in reliance on those answers. It is your responsibility to comply with the law so if you are in any doubt you should obtain your own legal advice.
This Code is subject to regular review by the Board and will be amended as and when appropriate.