TIMAH RESOURCES LIMITED — Governance Information 2015

Sep 15, 2015

TIMAH RESOURCES LIMITED SECURITIES TRADING POLICY

1. INTRODUCTION

This policy has been prepared in an effort to prevent the insider trading and to avoid the appearance of insider trading in the Company’s securities by Insiders (as defined in this policy) and the reputational damage that it may cause the Company. It is the responsibility of each Insider to comply with the terms of this policy, the Company’s Code of Conduct and any applicable laws regarding insider trading.

This policy sets out:

• (a) when trading in Company Securities by Insiders is permitted;

• (b) when trading by Insiders is permitted in financial products issued or created over Company Securities by third parties or products which operate to limit the economic risk of their security holdings in the Company; and

• (c) procedures to reduce the risk of insider trading.

Compliance with this policy does not absolve an Insider from compliance with the insider trading laws contained in the Corporations Act. The insider trading laws under the Corporations Act prevail to the extent of any inconsistency with the terms of this policy. A person who is convicted of insider trading may be liable for both significant civil and criminal penalties, as well as restrictions on being a director or managing corporations

2. DEFINITIONS

In this policy, the following definitions apply unless the context otherwise requires:

Company means Timah Resources Limited (ABN 69 123 981 537).

Company Securities means any unlisted or listed Securities of the Company, including Securities of the Company that have been listed or admitted for trading on, or have their prices quoted on or under the rules of, any regulated market.

Corporations Act means the Corporations Act 2001 (Cth).

Deal , in relation to Securities, means to apply for, acquire or dispose of Securities, or enter into an agreement to do any of those things.

Designated Officer means an individual designated by the Board of Directors from time to time to administer this policy and, in the absence of a specific appointment, will be the Company Secretary.

Inside Information means:

• (a) any information which is not generally available to the public; and

• (b) if made generally available, would be likely to have a significant or material effect or the price or value of the Company’s or another company’s Securities (judged by whether it would affect a reasonable investor’s investment decision). Such information may include matters of supposition, matters insufficiently definite to warrant being made public and matters relating to the intentions or likely intentions, of a person.

Examples of information that may constitute Inside Information are set out in Schedule “A”. It is the responsibility of any person contemplating a trade in Securities to determine prior to that trade whether he or she is aware of any information that constitutes Inside Information. If in doubt, the individual should consult with an Designated Officer. In addition, this policy requires that certain Insiders pre-clear trades in Company Securities.

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Insider means:

• (a) all directors, Officers and employees of the Company or its subsidiaries;

• (b) any person that possesses or is deemed to possess Inside Information under the Corporations Act;

• (c) any other person retained by or engaged in professional activity on behalf of the Company or any of its subsidiaries (such as a consultant, independent contractor or adviser);

• (d) any family member, spouse or other person living in the household or a dependent child of any of the individuals referred to in (a), (b) or (c) above;

• (e) any Related Party or Associate as defined in the Corporations Act, which essentially covers parties who are associated with directors or senior employees, including spouses and de factos who are likely to be influenced by directors or senior employees in their investment decision-making; and

• (f) partnerships, trusts, corporations, registered retirement savings plans and similar entities over which any of the above-mentioned individuals exercise control or direction.

Key Management Personnel has the same meaning as in the Accounting Standard ASSB 124 Related Party Disclosure and, broadly, includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Officer has the meaning given in section 9 of the Corporations Act.

Securities means securities in the Company and any publically traded or quoted securities of any company, including equity shares, debentures, options, any other instrument issued or granted by a company (or a company controlled or managed company), any other “Division 3 financial product” (as that term is defined in the Corporations Act), whether quoted or not, and any derivatives or other financial products issued by third parties in relation to such securities.

Trade is to be construed with reference to the definition of “trading” and trading means and includes, in relation to Securities:

• (a) any acquisition or disposal, or agreement to acquire or dispose;

• (b) entering into a contract to secure a profit or avoid a loss by reference to price fluctuations;

• (c) grant, acceptance, acquisition, disposal, exercise or discharge of any option;

• (d) entering, terminating, assigning or novating any stock lending agreement;

• (e) using as security, or otherwise granting a charge, lien or other encumbrance;

• (f) any transaction, or the exercise of any power or discretion, effecting a change of ownership of a beneficial interest; and

• (g) any other right or obligation, present or future, conditional or unconditional, to acquire or dispose.

3. TRADING IN SECURITIES

3.1 General

• (a) Insiders must not trade in Securities, nor place themselves under suspicion of trading in Securities, while in possession of Inside Information until:

• (i) two days after the disclosure to the public of the Inside Information, whether by way of press release, disclosure to the ASX or a filing made with securities regulatory authorities; or

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• (ii) the Inside Information ceases to be material (e.g. a potential transaction that was the subject of the Inside Information is abandoned and either the Insider has been so advised by an Designated Officer (in the case of trading in Company Securities) or such abandonment has been generally disclosed).

• (b) All Insiders should ensure that all transactions in Securities comply with:

• (i) the Corporations Act and its related regulations (particularly the insider trading provisions in sections 1042A -1043O); and

• (ii) any similar legislation in other jurisdictions in which the Securities are being offered.

• (c) For the purpose of Company policy and standards, the following transactions constitute trading and are consequently subject to the provisions of this policy:

• (i) trading between Insiders;

• (ii) off-market trading; and

• (iii) transfers for no consideration by an Insider, other than transfers where the Insider retains a beneficial interest under corporate law (including the Corporations Act).

3.2 Prohibited conduct

Insiders must not:

• (a) engage in short term trading of any Company Securities, which includes buying Company Securities with the intention of quickly reselling those Company Securities or selling Company Securities with the intent of quickly buying those Company Securities, each within a 3 month period, other than in connection with the acquisition and sales of Company Securities issued under any employee incentive scheme or any other Company benefit plan or arrangement;

• (b) Deal in any Company Securities while in possession of Inside Information;

• (c) advise, procure or encourage another person to trade in any Company Securities while in possession of Inside Information;

• (d) directly or indirectly communicate Inside Information, or cause Inside Information to be communicated, to another party where the Insider knows, or ought reasonably know, that the person would or would likely trade in the Company Securities while in possession of Inside Information;

• (e) enter into any transaction to hedge his/her exposure to his/her Company Securities, unless such arrangements have been disclosed to and approved by the Company; and

• (f) enter into margin lending or other secured financing arrangements in respect of his/her Company Securities, unless those arrangements have been disclosed to and previously approved by the Company.

3.3 Restrictions on trading by Key Management Personnel – Blackout Periods

Statement of principle

• (a) When Insiders trade in Company Securities there is the potential for adverse financial consequences for the Company if the Company’s financial position and operating results differ from the financial community’s expectation or the reasons for trading are not adequately disclosed to the market.

• (b) Insiders who are Key Management Personnel are subject to additional restrictions on trading in Company Securities during certain times of the year. This includes any employee who may be exposed to Inside Information in the course of their duties.

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Overriding prohibition

• (c) In addition to the overriding prohibition on trading in Company Securities when a person is in possession of Inside Information, Key Management Personnel must not trade in Company Securities during a “blackout period” unless the approval practices below are followed.

• (i) A blackout period means:

  • (A) the period between the end of a statutory reporting period and two days after the announcement of the Company’s annual results, half yearly results and quarterly report respectively; and

  • (B) any period when there is reason to believe that the proposed dealing is in breach of applicable law or Company policy and standards.

• (ii) Blackout periods will be imposed by direction of the Managing Director or Chief Executive Officer (or equivalent) or the Chairperson and notice of the commencement and closure of blackout periods will be provided to Key Management Personnel by the Company Secretary by email.

• (iii) A blackout period may be extended or shortened or another blackout period introduced at any time by direction of the Managing Director or Chief Executive Officer (or equivalent) or the Chairperson.

• (iv) The Company reserves the right to impose any necessary ad hoc trading restrictions from time to time and to exercise that right without hesitation in appropriate cases.

• (v) Notice of any changes to a blackout period will be specified to Insiders by email. Changes to blackout periods are effective immediately.

• (vi) If Key Management Personnel are unsure as to the precise start and finish dates of a blackout period, they should consult their supervisor or manager or the Company Secretary. For the avoidance of doubt, it is stressed that the existence of a blackout period does not permit Key Management Personnel to deal whilst in the possession of Inside Information - this restriction applies at all times.

Exemptions and Clearances on Trading in Blackout Period

• (d) A Key Management Personnel or his or her associated parties may trade in Company Securities during a blackout period if the following process is followed:

• (i) The Key Management Personnel must obtain prior written clearance for the specific trade from any of:

  • (A) the Chairperson; or

  • (B) if the Chairperson is not available or if it is the Chairperson doing the trading, the Chief Executive Officer.

• (ii) Any exemptions or clearances to trade during a blackout period can be given or refused by the Chairperson or the Chief Executive Officer (as applicable) in their discretion, without giving any reasons. However, prior written clearance to trade during a blackout period may be granted only in exceptional circumstances.

• (iii) If the Chairperson or the Chief Executive Officer (as applicable) refuses to give clearance to trade, the Key Management Personnel may then request the Board to provide written clearance.

• (iv) The Board may, in exceptional circumstances only, approve trading in Company Securities during a blackout period. For example:

  • (C) the Board may approve Key Management Personnel exercising options in employee share ownership plans, the redemption of

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securities or certain other option exercises or if the person is facing extreme financial hardship; but

• (D) an exemption will not be granted if, among other things, the Board considers there is information that is not generally available, but, if it were, would be likely to “materially affect” the price of Company Securities.

• (v) A clearance to trade can be withdrawn at any time if new information comes to light or there is a change in circumstances.

• (vi) A decision to refuse clearance is final and binding on the person seeking the clearance.

• (vii) If clearance to trade is refused, the person seeking the clearance must keep that information confidential and must not disclose it to anyone.

• (viii) Any exemption granted in accordance with the procedure above will be valid for a period of one week from the date of the grant of the exemption.

• (ix) The exemption by way of prior written clearance may be provided by way of electronic mail.

3.4 Associated Parties

Key Management Personnel have a personal responsibility to ensure that each of their “associated parties” (being immediate family (including a spouse (or equivalent) or dependent), family company or trust) comply with the same restrictions that apply to Key Management Personnel of the Company.

4. NOTIFICATION TO COMPANY

Notification of any trade by an Insider after it has occurred must include the following information:

• (a) the name of the Insider;

• (b) the name of any person who dealt on the behalf of the Insider;

• (c) details of the Insider’s interest in Company Securities the subject of the dealing;

• (d) the date of the dealing;

• (e) the number of Company Securities subscribed for, brought or sold;

• (f) the amount paid or received for the Company Securities subscribed for, brought or sold;

• (g) the HINs or SRNs of the Company Securities subscribed for, brought or sold; and

• (h) the number of Company Securities held by the Insider (directly or indirectly) before and after the dealing.

The Company Secretary will maintain a written record of the receipt of any notice received from an Insider and forward the information to the Board in accordance with this policy and of any clearance given.

The Insider must also keep their own register of trading in Company Securities and must ensure that the Company has access to that register at all times.

5. GUIDANCE ON OTHER TRADING

5.1 Trading by Related Parties

An Insider must (so far as is consistent with his or her duties of confidentiality to the Company) seek to prohibit any trading in Company Securities by a related party of the Insider at any time when the Insider is in possession of Inside Information.

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For the purposes of this policy an Insider must advise all such related parties:

• (a) that he or she is an Insider of the Company;

• (b) of any periods when the Insider knows that he or she is not free to trade in the Company Securities on his or her own behalf under the provisions of this policy, unless his or her duty of confidentiality to the Company prohibits him or her from disclosing those periods; and

• (c) that the related parties must advise the Insider immediately after they have traded in Company Securities.

5.2 Trading by brokers and funds

An Insider must (so far as is consistent with his or her duties of confidentiality to the Company) seek to prohibit any trading in Company Securities by his or her broker at a time when the Insider is in possession of Inside Information.

An Insider may enter into a personal superannuation or equity investment plan or deal in units of an equity unit trust without regard to the provisions of this policy. In the case of a personal superannuation or equity investment plan investing only in Company Securities, the following applies:

• (a) the Insider must not enter into the plan or carry out the first purchase of Company Securities within the plan during a blackout period;

• (b) the Insider must not cancel or vary the terms of their participation in the plan, or carry out sales of Company Securities within the plan, during a blackout period; and

• (c) before entering into the plan or cancelling the plan or varying the terms of his or her participation in the plan or carrying out the sales of Company Securities within the plan, the Insider must obtain the relevant clearance as set out in this policy.

5.3 Trades not subject to this Policy

For the purposes of Company policy and standards, the following trading is not subject to the provisions or this policy:

• (a) transfers of Company Securities where the trading does not result in a change of beneficial interest in the Company Securities (for example, a transfer of Company Securities already held into a superannuation fund or other saving scheme in which the Key Management Personnel is a beneficiary);

• (b) a disposal of Company Securities arising from the acceptance of a takeover offer, scheme of arrangement or equal access buy-back;

• (c) a disposal of rights acquired under a pro-rata issue or an acquisition of Company Securities under a pro-rata issue;

• (d) an acquisition of securities under a security purchase plan or a dividend or distribution reinvestment plan, where the plan that determines the timing and structure of the offer has been approved by the Board;

• (e) the obtaining by a director of a share qualification;

• (f) an acquisition of Company Securities under an employee incentive scheme;

• (g) a disposal of Company Securities resulting from a secured lender exercising their rights; and

• (h) the exercise (but not the sale of Company Securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a prohibited period and the Company has been in an exceptionally long prohibited period or the Company has had a number of consecutive prohibited periods and the restricted person could not reasonably have been expected to exercise it at a time when free to do so.

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6. ASX REPORTING OBLIGATIONS

• (a) The Company is required under the ASX Listing Rule 3.19A to notify the ASX within 5 business days of any changes to a director’s notifiable interests.

• (b) Directors are also required under s 205G of the Corporations Act to notify the ASX of any changes to their notifiable interests within 14 calendar days of the change. ASIC Regulatory Guide 193 provides a detailed outline of a director’s obligation under this section. It is the responsibility of each Insider (and not the Company) to comply with these reporting requirements.

• (c) Notifiable interests are defined in s 205G of the Corporations Act and include all relevant interests in a security held by a director, including contracts that confer a right to obtain Company Securities (such as options). A contract does not need to be in writing for it to be notifiable and includes a situation where a director is entitled to be paid a commission when another person subscribes for shares in the Company.

• (d) A director has a relevant interest if they are the holder of the security or have the power to control the voting or disposal of the security.

• (e) The Company Secretary is responsible for lodging a Change of Director’s Interest Notice (Appendix 3Y of the Listing Rules) to the ASX no more than 5 business days after the change occurs. Appendix 3Y includes a requirement to notify whether the change occurred during a closed period where prior written clearance was required and, if so, whether the prior written clearance was provided.

7. ENFORCEMENT

• (a) All directors, Officers, employees and consultants of the Company and its subsidiaries must be provided with a copy of this policy and must acknowledge to the Company, and comply with, the procedures and restrictions in this policy.

• (b) It is a condition of a director, Officer, employee or consultant’s appointment, employment or engagement that the person at all times abides by the standards, requirements and procedures set out in this policy unless a written authorisation to proceed otherwise is received from an Designated Officer.

• (c) Any director, Officer, employee or consultant who violates this policy may face disciplinary action up to and including termination of his or her employment with, appointment with or engagement by the Company without notice. The violation of this policy may also violate certain securities laws.

• (d) If it appears that a director, Officer, employee or consultant may have violated any securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.

8. REVIEW OF SECURITIES TRADING POLICY

The Board will, at least once in each financial year, review this policy to determine its appropriateness to the needs of the Company and make any amendments it determines are necessary or desirable.

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SCHEDULE A

COMMON EXAMPLES OF INSIDE INFORMATION

The following examples are not exhaustive.

• proposed changes in capital structure, including share splits and share dividends;

• notification of a substantial shareholding;

• proposed or pending financings;

• material increases or decreases in the amount of outstanding securities or indebtedness;

• proposed changes in corporate structure, including amalgamations and reorganisations;

• proposed acquisitions of other companies, including takeover bids or mergers;

• material acquisitions, dispositions or realisation of assets;

• material changes or developments in products or contracts which would materially affect earnings upwards or downwards;

• material changes in the business of the Company;

• changes in senior management or control of the Company;

• bankruptcy or receivership;

• changes in the Company’s auditors;

• the financial condition and results of operations of the Company, including cash flow information;

• indicated changes in revenues or earnings upwards or downwards of more than recent average size;

• material legal proceedings;

• defaults in material obligations;

• capital returns and buy backs of financial products;

• the results of the submission of matters to a vote of securityholders;

• transactions with directors, Officers or principal securityholders;

• the granting of options or payment of other compensation to directors or Officers; and

• any information required to be announced under applicable securities legislation or stock exchange rules.

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SCHEDULE B

ACKNOWLEDGEMENT BY INSIDER

1. I have read and understood the document titled “Securities Trading Policy”.

2. I agree to be bound by and to comply with the Securities Trading Policy as amended or replaced from time to time.

Signature:

Name:

Date:

Please send a completed copy to the Company Secretary.

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