ADVANCED EXPLORATIONS INC.
DISCLOSURE POLICY
I. Statement of Policy
Advanced Explorations Inc. (the “Company”) is committed to a policy of full, true and plain public disclosure of all material information in a timely manner, in order to keep shareholders and all members of the investing public equally informed about the Company’s operations.
This policy extends to the conduct of directors, officers, spokespersons and other employees and agents of the Company, and all methods that the Company uses to communicate to the public, such as written statements made in the Company’s annual and quarterly reports, news releases, letters to shareholders, speeches by senior management and information contained in electronic media, including Internet chat rooms, billboards and the Company’s website, as applicable. It also covers oral statements made in group and individual meetings with financial analysts and investors, telephone calls with financial analysts and investors, interviews with the media and press conferences.
This policy statement outlines the Company’s approach to the determination and dissemination of material information and the circumstances under which the confidentiality of information will be maintained. It also provides guidelines in order to achieve consistent disclosure practices across the Company.
II. Spokespersons
The primary spokespersons for the Company are the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer (the “Spokespersons”). The Spokespersons may, from time to time, designate others to speak on behalf of the Company or to respond to specific inquiries from the investment community or the media.
All public disclosures of information about the Company will be made or approved by, and all communications with analysts will be made by, the Spokespersons. Employees other than the Spokespersons are not to respond to inquiries from the investment community or the media unless specifically asked to do so by a Spokesperson. All such queries should be referred to a Spokesperson.
If there is any doubt about the appropriateness of supplying information to an outside party, an employee should contact a Spokesperson for advice.
III. Material Information
Under applicable securities legislation, the term “material fact” means any fact, where used in relation to securities issued or proposed to be issued, that significantly affects, or would reasonably to be expected to have a significant effect on, the market price or value of any of the Company’s securities. Securities law and securities commission and stock exchange policies require immediate disclosure of all material facts through news media.
In certain circumstances, the Company officials may temporarily withhold information from public disclosure for legitimate business purposes where it is determined that immediate public disclosure would be unduly detrimental to the Company’s interests. The information, if it constitutes a material fact, must still be filed with Canadian securities regulators on a confidential basis. The Company will only withhold information consistent with the circumstances outlined in applicable Canadian securities laws and in such cases will take appropriate precautions to keep the information confidential.
It is expected that the Company’s directors, officers, employees and agents will keep the Company and its Spokespersons fully apprised of all significant corporate developments in order for the Spokespersons to determine their materiality and the appropriateness of and timing for public release of the information, or whether the information should remain confidential. Employees must not divulge material non-public information to anyone outside the Company, as only the Spokespersons are authorized to speak on behalf of the Company.
IV. Timing of and Procedure for Disclosure
All the Company news releases including releases of material facts and information will be managed by the President & Chief Executive Officer.
The Company will ensure that its legal counsel reviews all news releases where the subject matter has been determined by the Company to be material, in order to ensure that the Company’s disclosure is factual and balanced and complies with applicable securities laws and stock exchange requirements.
Once a decision is made that information is material and will not be the subject of a confidential filing, it will be disclosed immediately and broadly disseminated to the public. The Company uses a wire service to disseminate news releases. In addition, news releases will be faxed or emailed to the directors as well as parties who have expressed a desire to receive such releases directly.
When necessary, the Company will file a material change report with the appropriate securities regulators as soon as practicable and, in any event, not later than 10 days following the date on which such material change occurs.
V. Responding to Market Rumours
It is the Company’s practice not to comment on market rumours or speculation, particularly where it is clear that the Company is not the source of the market rumour. If a stock exchange or a securities regulator requests the Company to make a statement in response to a market rumour, the Company will consider the matter and make a recommendation to the Chief Executive Officer as to the nature and content of the Company’s response.
The Chief Executive Officer will also recommend an appropriate course of action where the Company or an employee of the Company is the apparent source of the rumour.
VI. Communications with Financial Analysts and Investors
One of the most important functions of the Company’s Spokespersons is to provide financial analysts and investors with information about the Company.
The Company, principally through its Spokespersons, may educate analysts about the Company using previously disclosed historical information or facts which are generally known, including information relating to market forces impacting the Company’s business, so that analysts can regularly update their estimates. The Company should not provide analysts with material non-public information.
If an employee of the Company other than a Spokesperson holds a one-on-one meeting with an outside party such as a financial analyst or investor, a Spokesperson will ascertain whether any new material information was disclosed during the discussion. If so, that information will be publicly disclosed immediately.
The Company will not provide confidential, proprietary or material non-public information in communications with financial analysts or investors. The Company will only disclose information that does not impair its own effectiveness. Any information disclosed will be factual and not speculative.
The Company will not discriminate among recipients of information. Under no circumstances will the Company bar a financial analyst from access to information, nor will the Company confirm or attempt to influence a financial analyst’s opinions or conclusions. The Company will provide the same information that has been provided to financial analysts to individual investors when requested.
The Company will not discuss near-term operational results or future earnings nor will it comment on earnings estimates of analysts or investors, except as required by law. Similarly, the Company will not review financial analysts’ reports or models but it may confirm or correct publicly released historical information contained in analysts’ reports.
The Company may provide selective, forward-looking information to enable the investment community to evaluate the Company and its prospects for performance, such as new projects, expected volume growth or decline, capital spending, operating expense targets, and projected demand or market potential for its production and products, provided that it is not undisclosed material information, it does not deal with near-term operational results or future earnings, and it has been prepared or reviewed by a Spokesperson.
The Company will not re-circulate financial analysts’ reports outside the Company or place them on its website. Financial analysts’ reports on the Company may be provided periodically to the board of directors and to senior management.
VII. Forward-looking Information
A forward-looking statement made in the Company’s written documents will be identified as such and accompanied with meaningful cautionary language that warns investors that there is a risk that the statement could change materially. In the case of oral forward-looking statements, the statement will be identified as such and, if the cautionary language is not included in a previously released, readily available written document, it will immediately accompany the statement. The Company will comply with the guidelines set out in National Instrument 51-102, Continuous Disclosure Obligation with respect to the comparison of actual results with such forward looking statements where appropriate.
VIII. Use of Electronic Media and Website
Documents of interest to investors that are available in paper copy will be made available on the website. These include the annual report, quarterly reports and news releases. The Chief Financial Officer is responsible for ensuring that the information in the investor section of the website is up-to-date. News releases will be available on the website promptly after they are released to the wire service. Other documents and presentations will be placed on the website promptly after they are available.
The Company will not host, participate in or link to Internet-based chat rooms or bulletin boards and the directors, officers and employees of the Company are prohibited from discussing the Company in such forums.