Communications Policy

The President, Chief Executive Officer and the Chief Financial Officer are designated as the primary spokespersons for the corporation and the TSXV, all employees, agents and representatives of the Corporation shall be notified as such. Others within the Corporation, and outside counsel as specified by the Committee, may from time to time be designated by an authorized spokesperson to speak on behalf of the Corporation or to respond to specific inquires from the investment community, analysts or the media.

Employees, other than the authorized spokespersons, are not to respond under any circumstances to inquiries from the investment community, analysts or the national media, unless specifically asked to do so by an authorized spokesperson to respond to inquiries from their local media. These situations will generally occur after a local news release has been issued on a local issue.

It is essential that the spokesperson(s) as well as the Committee continue to be fully apprised of the Corporation's public disclosure record for all material developments and analyst reports in order that they be in a position to evaluate and discuss those events that may impact the disclosure process, e.g. the status of any material operational developments, extraordinary transactions, major management changes, etc.

CASA Energy's spokespersons shall continue to be integrally involved in approving, scheduling and developing presentations for all meetings and other communications with analysts, including institutional investors and shareholders, arranging appropriate interviews with the Corporation's management and responding to inquires from the public for additional information. After public dissemination, all of the Corporation's disclosure will be monitored by the Corporation spokespersons to track the impact of disclosure on the market and to ensure accurate reporting with a view toward taking corrective measures, if and when necessary. Employees who are not authorized spokespersons will be instructed to refer calls to an authorized spokesperson.

Procedure for Corporate Communications and disclosure Documents

CASA Energy has developed and intends to maintain a routine procedure for the disclosure of all material corporate communications. The Procedures consists of drafting a press release, circulating it for review to the members of the Committee, and other officers and the Board of Directors, as appropriate, alerting the appropriate stock exchange and disseminating the release through a national wire service and other distribution channels so as to effect broad dissemination to all public entities. Further, all public disclosures are added to the Corporation's web site.

CASA Energy shall endeavour to include, where appropriate, in the press releases and other disclosure documents (i) appropriate cautionary information, (ii) specific time references, e.g., "as of (specific time and date rather than indefinite time references such as 'currently') no merger discussion have taken place" to minimize the duty up update, and (iii) information sufficient to answer likely questions to minimize further inquiry. The execution of this disclosure policy will help to ensure compliance with the rules and regulations applicable to public companies and will help reduce volatility, improve market valuation, increase liquidity increase CASA Energy' credibility and enhance shareholders value.

Under normal circumstances a press release will be transmitted during non-trading hours. If the release is being made during TSXV trading hours a telephone call will be made to the Market Surveillance department prior to release, informing them of the release and allowing them as opportunity to determine whether a trading halt is necessary. Further, if the disclosure involves a material change, the corporation will file a report of such material change in accordance with the Regulations made under relevant securities legislation as soon as practicable and in any event within ten days of the date on which the change occurs. With respect to planned periodic disclosures, such as scheduled quarterly or annual financial releases, a news release shall be issued containing the information (for example, quarterly financial results) through a widely circulated news or wire service. The Committee shall recommend to the Board of Directors whether a conference call is appropriate to the state of the Corporation and, if so:

  • advance public notice shall be provided by news release of the date and time of a conference call to discuss the information, the subject matter of the call and the means for accessing it;
  • the conference call shall be held in an open manner, permitting investors and others to listen either by telephone or through Internet web casting; and
  • A dial-in and/or web replay or transcripts of the call shall be available for a reasonable period of time after the analyst conference call.
Maintaining the Confidentiality of Information

Securities legislation permits a company to delay disclosure of a material change and to keep it temporarily confidential in restricted circumstances where immediate disclosure of such material information would be unduly detrimental to the interests of the Corporation. In such cases the Corporation shall make a confidential filing with the appropriate securities, commissions and where applicable, shall renew the confidential filing every 10 days if the Corporation wishes to maintain the confidentiality of such information.

To the extent possible, the Committee shall consult with respect to any decision as to whether disclosure may be delayed. In the event of the failure of the Committee to reach consensus on the decision, the President and Chief Executive Officer shall be responsible for the final determination.

In order to assist the Committee in making an appropriate determination, the following are examples of circumstances in which the Committee may conclude that the disclosure would be unduly detrimental to the Corporation's interests:

  • Release of the information would prejudice the ability of the Corporation to pursue specific and limited objectives or to complete a transaction or series of the transaction that are currently underway. For example, premature disclosure of the fact that the Corporation intends to purchase a significant asset may increase the cost of making the acquisition.
  • Disclosure of the information would provide competitors with confidential corporate information that would be of significant benefit to them, Such information may be confidential if the detriment to the Corporation resulting from the disclosure would outweigh the detriment to the market in not having access to the information. Such information should not be withheld if it is available to competitors from other sources.
  • Disclosure of information concerning the status of ongoing negotiations would prejudice the successful completion of those negotiations. It is unnecessary to make a series of announcements concerning the status of negotiations with another party concerning a particular transaction. Disclosure should be made once “concrete information” is available, such as a final decision to proceed with a transaction, and at a later point in time, announcing the finalization of the terms of the transaction.

In order to keep material information confidential, the Committee should ensure that:

  • The information is not disclosed to any other person in or outside the Corporation, except in the necessary course of business. The necessary course of business exception would generally cover communications with:
    • vendors, suppliers, or strategic partners on issues such as research and development, sales and marketing, and supply contracts;
    • employees, officers, and board members;
    • lenders, legal counsel, auditors, underwriters, and financial and other professional advisors to the company;
    • parties to negotiations;
    • labour unions and industry associations;
    • government agencies and non-governmental regulators; and
    • credit rating agencies (provided that the information is disclosed for the purpose of assisting the agency to formulate a credit rating and the agency's ratings generally are or will be publicly available
  • If the information is required to be disclosed in the necessary course of business, the Corporation shall advise persons receiving such information that until such information is generally disclosed, it is to be kept confidential and that to the extent possible, such persons should enter into agreements with the Corporation prohibiting disclosure or use of the information in any way (including trading or further tipping) other than for the purposes of the particular transaction, project or proceeding under discussion or negotiation, if any.
  • There is no selective disclosure of confidential information to third parties including, without limitation, media, brokers, research analysts, investors or other market professionals.
  • Any such information is publicly disclosed at the earliest opportunity.

In the event that selective disclosure of confidential information inadvertently occurs, the Committee shall ensure that the Corporation immediately contacts relevant stock exchanges to determine whether a trading halt may be necessary and shall further disclose such information publicly by issuing a news release and reporting the inadvertent disclosure to the Corporate Governance Committee of the Corporation (the "Governance Committee"). Pending public release as described, the Corporation shall contact any parties who have received such information to advice that it is material and that it has yet to be publicly disclosed.

In order to assist the Committee to maintain confidentiality of information, particularly in the context of a proposed or ongoing transaction, the Committee should ensure that:

  • Only those persons directly responsible for the negotiation or implementation of the transaction are permitted access to confidential documents and other information relating to the transaction
  • All such documentation and information be clearly marked "Confidential" and be maintained in places that other persons do not have access to.
  • Ensure that confidential documents being prepared or maintained on the Corporation's computer systems are "password protected" in order to avoid electronic access from third parties
  • All staff are advised in writing at the outset of a particular transaction that all information and documentation respecting such transaction is to be kept confidential and that communications of any kind regarding investment in the Corporation's securities should cease, in order to avoid influencing the investment decisions of third parties in circumstances where the persons are prohibited from trading in the Corporation's securities.
Board and Audit Committee Review of Certain Disclosure

The Board of Directors or the Audit Committee shall review all disclosures containing financial information based on the Corporation's financial statements prior to the public release of such statements.

Responding to Market Rumours

CASA Energy's policy is not to comment on market rumours. So long as it is clear that CASA Energy is not the source of the market rumour, the spokesperson will respond consistently to those rumours, saying, "It is our policy not to comment on market rumours or speculation". However, if market activity indicates that trading is being unduly influenced by rumours, CASA Energy will respond to any request from the TSXV to disseminate a clarification.

Release of Earnings Projections

CASA Energy does not release earnings projections. The Corporation will provide non-material forward-looking information to analysts in their fact-checking and efforts to develop earnings estimates and generally to enable the investment community to better evaluate the Corporation and its prospects for performance.

Guidance of Analyst

It is CASA Energy's policy, when analysts inquire with respect to their earnings estimates to limit responses to identifying publicly disclosed factual information that may affect an analyst's model and to point out any inaccuracies or omissions with reference to publicly available information about the Corporation. The spokesperson may correct factual errors in analysts' report or models but shall refrain from making any selective disclosures through implied guidance by indicating whether an analyst's estimate is "on target", "too high" or "too low".

Review of Analyst Reports

It is the Corporation's policy to review upon request analyst' models or reports. However, the spokesperson will comment only on factual information contained in the report or model and will not comment on analysts' conclusions or soft information contained in theft report or model.

With regard to responding to financial models or drafts or analysts' research reports, it will continue to be CASA Energy's policy to review for publicly disclosed, factual content and to only give guidance when assumptions have been made on the basis of incorrect data that render the conclusions reached unrealistic. A written statement will be provided with each review stating that CASA Energy reviewed the report/model for factual errors only and this review does not necessarily embrace the soft information or conclusions. It is imperative that the control of this process is centralized through the Committee.

Differential Disclosure

It is the Corporation's policy to refrain from providing differential disclosure to members of the investment community. It is recognized however that analysts and portfolio managers require more detailed information to make their analyses and assessments regarding a Corporation's performance and prospects. To ensure equal access to information, the Corporation utilizes its regular periodic disclosures to disclose details about the Corporation of interest to analysts. In particular, the Corporation prepares and discloses a comprehensive management discussion and analysis to assist and analysts in their forecasting.

Distributing or Referring to Analysts' Reports

It is the Corporation's policy, if requested, to provide a list of all analysts that covers the Corporation, as well as provide a list of all reports that have been issued over the last 12 month period. This information shall be, to the extent possible, provided on the Corporation's website as well as its investor fact sheet.

Analyst Conference Calls and Industry Conferences

It is the Corporation's policy that if an analyst conference call or industry conference is to be held, it is to be held in an open manner which allows all interested parties to listen either by telephone and/or through a web cast. Detailed records and/or transcripts of any conference call, meeting or industry conference presentation shall be kept and reviewed to determine whether any unintentional selective disclosure has occurred. Is so, immediate steps shall be taken to ensure that a full public announcement is made, including contacting the relevant stock exchanges to discuss whether a trading halt is necessary pending the issuance of a news release.

Maintenance of Web Site and Electronic Communications Disclosure

The Chief Financial Officer is responsible for content of investor-related information on CASA Energy's Internet Web site and responsible for ensuring that all press releases are immediately added to the investor section of the Web site.

The Corporation recognizes that dissemination of information via electronic mail, the Corporation's website or otherwise through the Internet is subject to the Disclosure Rules and is viewed by the Corporation as an extension of its formal corporate disclosure record. However, the Corporation also recognizes that the responsible use of electronic media will permit the Corporation to make information accessible, accurate and timely for shareholders and prospective investors.

The following Disclosure Rules are applicable to all corporate disclosure by the Corporation through electronic communications:

  • The Corporation must ensure that material information posted on its website and the websites of its subsidiaries is not misleading. Material information is misleading if it is incomplete, incorrect or omits facts so as to make another statement misleading. In this regard, the Corporation and its subsidiaries shall regularly review and update or correct the information on applicable websites. In addition, since providing incomplete information or omitting material facts may also be misleading, the Corporation shall include on its website all news releases, not just favourable ones. To the extent possible, documents posted on a website should be posted in their entirety.
  • The Corporation's directors, officers and employees are prohibited from using the Internet to "tip" or discuss in any form undisclosed material information about the Corporation. The Corporation shall not participate in, host or link to chat rooms or bulletin boards. Further, CASA Energy's employees shall not discuss corporate matters in these forums. In addition, the Corporation shall not post a material news release on its website or distribute the news release by electronic mail before it has been disseminated on a news wire service in accordance with the Disclosure rules.
  • If the Corporation is considering a public distribution of its securities, the Corporation should carefully review its website in consultation with the Corporation's legal advisors in advance of and during the offering. Documents related to the public distribution of securities should only be posted on the website if they are filed with and receipted by the appropriate securities regulator. All promotional material related to the distribution should be reviewed before they are posted on the website to ensure that such material is consistent with the disclosures made in the offering documents.

The Chief Financial Officer shall be primarily responsible for compliance with the Corporation's policy on electronic communications. This responsibility includes ensuring that the websites of the Corporation and its subsidiaries are properly reviewed and updated. The following guidelines apply to the Corporation's website.

  • All material public documents shall be posted on the website as soon as practicable following dissemination, which public documents include the annual report (including financial statements), the interim financial statements, the annual information form, news releases, material change reports, management proxy circular and any other formal communications to shareholders.
  • All supplemental information provided to analysts and other market observers but not otherwise distributed publicly should be posted on the website as soon as practicable following its distribution, Supplemental information includes such material as fact sheets, highlighted financial information, brochures or other material distributed to such persons.
  • The website shall contain as e-mail link for investors to communicate directly with an authorized spokesperson of the Corporation. The only information that may be transmitted electronically is information that is currently posted on the website or that has otherwise been publicly disclosed in a proper manner.

The Corporation recognizes that all correspondence received and sent via e-mail by employees of the Corporation and its subsidiaries are corporate correspondence. As such, employees are prohibited from participating through Internet chat rooms, bulletin boards or news groups in discussions relating to the Corporation or its securities.

As a general rule, the Corporation shall not post any investor relations information on its website that is not authorized by the Corporation. In particular, the Corporation shall not post or distribute reports prepared by security analysts with respect to the Corporation or its securities.

To the extent that the Corporation establishes links between its websites and third party sites, a disclaimer should be included that the user is leaving the Corporation's website and that the Corporation is not responsible for the contents of the other website. In addition, the Corporation's website shall clearly distinguish the section containing investor relations information from sections containing other information, particularly those related to suppliers or customers to the business of the Corporation or its subsidiaries. For this purpose, the website shall maintain links to the websites of the Corporation's subsidiaries.

Investor’s relations information shall be recorded on the Corporation's website such that the most recent information appears first. News releases and material change reports shall be maintained on the website for a minimum period of one year from the date of issue. Financial statements shall be maintained for a minimum period of three years from the date of issue. The minimum retention period for all other investor relations information posted on the website shall be determined by the chief Financial Officer after consultation with the Committee.

CASA Energy's employees as required to report to the chief Financial Officer any discussion on the internet that involves undisclosed material information, or incorrect information. If the Corporation becomes aware of a rumour on a chat room, news group or any other source that may have a material influence on the price of its common shares, one of the Committee members shall immediately contact TSXV Market Surveillance to consult on whether it is necessary or advisable in the circumstances to issue a clarifying news release.

The Corporation shall establish procedures to assure maximum security of its website an electronic mail. In particular, the Corporation shall ensure that up to date encryption technology is applied to all electronic communications containing material non-public information sent both internally (through a network or otherwise) and externally to third parties. To ensure the security of its electronic communication, the Corporation shall establish the following procedures:

  • The securities system implemented to protect the integrity of the Corporation's website and electronic mail shall be reviewed quarterly, and
  • The Corporation's website shall be monitored weekly to ensure that the site is accessible and has not been altered.
Review of Corporate Material

The Committee should review all speeches, written statements, presentations to securities analysts and institutional investors (including conference calls) and other external communications prior to their use. The Committee should also be informed of any regulatory or litigation matters in order to ensure that such disclosure is accurate and complete. The committee must react quickly to developments and make recommendations to the Board of Directors, if appropriate, and will meet as conditions dictate. The Committee will systematically review the Corporation's prior disclosures, regulatory filings and other public information to determine whether any updating or correcting is is appropriate. Those who are authorized to speak on behalf of the Corporation should be in positions where they will at all times be fully apprised of Corporation developments. It is the responsibility of the Committee to ensure that these individuals are fully briefed.

Forward-looking Information

It is CASA Energy's policy to provide forward-looking information to enable the investment community to better evaluate the Corporation and its prospects. Whenever making such forward-looking statements, the Corporation shall clearly indicate its practice for updating those statements The Corporation will make statements and respond to inquiries with respect to, for example: revenue projections, income or income loss projections, pricing and profit margin trends, significant new product developments, projected demand or market audience's understanding that these are forward-looking/prospective statements, the Corporation will ensure that such statements are identified as forward-looking. In certain circumstances, however, the Corporation will refrain from making specific quantifiable projections or disclosing information with respect to, for example: pricing, margins, contract or project details, customer identities or other information for competitive reasons. Moreover, all statements will be accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the statement.

Example: Note: This press release may contain forward-looking statements that involve Risks, estimates, uncertainties. Therefore, actual results may differ materially. Examples of such risk, estimates and uncertainties include those associated with Product sales and installation, demand for CASA Energy's products and services, Continued growth of the industry, and other associated with CASA Energy Service Corp.'s business. For an expanded discussion on such risks, estimates, and uncertainties please see the documents filed by CASA Energy Service Corp. With the Alberta Securities Commission and the TSX Venture Exchange

CASA Energy will endeavour to update forward-looking statements which change materially to the extent possible.

Update Material Changes in Information

If the Corporation discovers that a statement it made was, in fact, materially incorrect at the time it was disclosed, the Corporation will publicly issue a correction of the prior misstatement as soon as the error is discovered. The Corporation will make an effort to continually update the forward-looking statements if and when necessary.