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Insider Trading PolicyANY QUESTIONS CONCERNING THIS POLICY SHOULD BE DIRECTED TO THE PRESIDENT OR C.E.O. This policy applies to all directors, officers, employees and agents ("Employee") of Casa Energy Services Corp. or its associated companies or subsidiaries (the "Corporation") who have access to confidential information of the Corporation. Note that any reference to the Corporation refers not only to Casa Energy Services Corp. but also to it subsidiaries and associated companies. Capitalized terms have the meaning set forth in Schedule "A" unless they are otherwise defined. Securities legislation is based on the premise that the public should have the opportunity to decide whether to buy or sell securities on the basis of information equally available to all, Directors, officers and employees and other individuals of a corporation sometimes, directly or indirectly acquire knowledge of material information concerning the business affairs of the corporation which has not yet been disclosed to the public. These individuals would have an unfair advantage if they were to trade securities of the corporation with a less informed party who may have made a different investment decision had they been equally informed. All Employees must familiarize themselves and at all times comply with the following measures:
Strict compliance with this Policy is required. All persons subject to this policy should be aware of the following consequences of non-compliance:
Securities exchanges or regulatory authorities may halt trading of the Corporation's Securities for an indeterminate period until satisfied that adequate public disclosure has been made. In addition to the foregoing consequences, any Employee who fails to adhere to this Policy will be subject to disciplinary action by the Corporation, which could result in termination of employment for cause. SCHEDULE "A" - DEFINITIONSThe following definitions are used in this Policy: "Blackout Officer" means President / C.E.O. "Employee" means all officers, employees and agents of the Corporation or its associated companies and subsidiaries "Insiders" means all directors, senior officers and major shareholders of the Corporation and it affiliates and subsidiaries "Material Information" means any information relating to the business or affairs of the Corporation which, if released, would result in or would reasonably be expected to result in a significant change in the market place or value of the Corporation's shares (or the securities of other companies with whom the Corporation may have an ownership position or be conducting confidential negotiations). Examples of information which may be Material Information includes, but is not limited to:
"Restricted Persons," means all directors, officers, Insiders and those Employees and other persons who are aware of or have access to undisclosed Material Information. "Tippees" means any person who obtains or receives undisclosed Material Information from an Employee or Restricted Person or who subsequently receives such information, where such person knew or ought reasonably to have known that the information originated from an Employee. BLACKOUT POLICYRestricted Persons should clear all trades through the Blackout Officer(s) before placing a buy or sell order or otherwise committing to trade. Trading in certain of the Corporation's securities may be prohibited from time to time as a result of their undisclosed Material Information. Restricted Persons who request clearance to trade the Corporation's securities may be advised by the Blackout Officer(s) that trading in such securities is temporarily prohibited. No further explanation for the trading prohibition will be provided. In addition, Canadian securities laws require a person who is an Insider of the Corporation to disclose, through an insider report, any direct or indirect beneficial ownership of or control or direction over securities. Every Insider is personally responsible for filing insider reports. Insiders should contact Blackout Officer(s) for assistance to prepare and file insider reports. Insiders who file their own Insider reports are asked to provide a copy of all reports to the Blackout Officer(s). Trading Blackouts are periods of time during which Restricted Persons are not allowed to trade, or cause others (i.e. family, friends, business associates, etc) to trade the Corporation's securities or other companies' securities whose price may be affected by a pending announcement of the Corporation. Trading Blackouts are used to prevent certain persons from trading in securities of the Corporation during periods when the price of those securities may be affected by a pending announcement of the Corporation. The Corporation will have scheduled and unscheduled announcements of Material Information. Scheduled announcements are public announcements of quarterly financial statements and year-end Financial statements. A trading blackout will be in effect from the time the accounting books are closed for each fiscal quarter or year-end until at least one (1) clear day following the day of disclosure to the public of such information by press release. In the case of a pending transaction, the particular circumstances will determine the period during which trading is prohibited. In some cases it may be appropriate to stop trades as soon as discussions about a transaction begin. In other cases, a Trading Blackout may commence immediately upon conclusion of a transaction. For scheduled and unscheduled announcements, the Blackout Officer(s) will notify Restricted Persons that a Trading Blackout is in effect and the period of the Blackout. Trading with knowledge of undisclosed Material Information is a breach of securities laws. Failure to observe this Policy may result in penal sanctions, civil liability and/or disciplinary action, including termination of employment. |