Application of This Conflict of Interest Policy

The provisions set forth in the Policy apply to each Director, and family members and affiliates of the Director, in connection with one's status as a Director, or having a bearing upon one's responsibilities to the Company.

For the Purpose of this Policy:

1. A family member of the Director includes, in no particular order, a husband, wife, spouse, domestic partner, common law partner, daughter, stepdaughter, son, stepson, dependent, mother, stepmother, father, stepfather, aunt, uncle, nephew, niece, cousin, grandfather or grandmother; a person residing in the Director's home; or a person in a close personal relationship to the Director.
2. An affiliate of the Director includes any person, firm, or organization with which the Director has a financial or business interest.

In discharging a Director's responsibilities, each Director shall fulfill his or her fiduciary duty to act with a view to the best interest of the Company, and not in any way out of self-interest. The Director shall, at all times, and under all circumstances, seek to avoid, and shall be seen to be free of, any interest or any business or other relationship that could be seen to undermine the Director's ability to fulfill the foregoing fiduciary duty.

A conflict of interest is a situation or circumstance in which the private interests of a Director influence, or may be reasonably seen to influence, the independent, objective and impartial performance of one's duties as Director. Private interests include any advantage, financial, business, professional, reputational, or otherwise (referred to as “materiality”) for the Director, or a family member or affiliate of the Director.

A material conflict of interest may arise for a Director of the Company in a variety or circumstances. The following examples are non-exhaustive and are provided for illustrative purposes. For example, a material conflict of interest exists when:

1. There is a material divergence of interests among a Director(s) and a stakeholder(s) associated with his or her (or their) appointment, or their interests are not completely aligned;
2. An arrangement, assessment, contract, decision, investment, loan, procurement, program, project, situation, or transaction involving the Company and a stakeholder with which the Director is associated;
3. A Director cannot be considered impartial in connection with an arrangement, assessment, contract, decision, investment, loan, procurement, program, project, situation, or transaction of the Company;
4. A personal, political, religious or moral belief or activity of the Director that conflicts with the interests of the Company or the Director's ability to discharge his or her duties;
5. A Director adversely affects the reputation or integrity of the Company;
6. A Director, or a family member or affiliate of the Director, is, or has been, a member of senior Management of the Company;
7. A Director, or a family member or affiliate of the Director, is, or has been, a partner of, or employed by, a current or former Internal or External Auditor of, or Consultant to, the Company;
8. A Director, or a family member or affiliate of the Director, has, or seeks to have, a business relationship with the Company, including but not limited to a contract, investment, loan, procurement, program, project, or transaction with the Company;
9. The Company makes a decision or enters into an assessment, contract, investment, loan, procurement, program, situation, or transaction that will benefit, directly or indirectly, financially, professionally, personally, or reputationally, a Director or a family member or affiliate of the Director;
10. A Director, or a family member or affiliate of the Director, receives or offers a gift, perquisite or advantage of any nature, of any monetary value, from any person or entity outside of the Company that may be, or that may appear to be, connected with the Director's responsibilities to the Company;
11. A Director, or a family member or affiliate of the Director, receives or offers any form of present or future advantage, including but not limited to employment, honors, enrichment or opportunity, from any person or entity outside of the Company that may be, or that may appear to be, connected with the Director's responsibilities to the Company;
12. A Director receives any form of remuneration from the Company other than compensation and reimbursement of expenses for being a Director;
13. A Director, or an immediate family member or affiliate, has a close personal relationship with a member of senior Management or another Director of the Company; or
14. A Director who serves on a board with another Director, other than on the Board of the Company.

Directors shall at all times:

1. Seek to avoid, and if this is not possible, promptly disclose and report in a full, true and plain manner, any real or perceived conflict of interest of the above nature, without limitation, to the Audit Committee (or another designated board committee that oversees Directorial conflicts of interest, such as the Nominating and Governance Committee) and to the Corporate Secretary;
2. Not seek to influence the foregoing conflict of interest;
3. Absent themselves from the discussion pertaining to the foregoing conflict of interest; and
4. Cooperate fully in the disclosure of information pertaining to, and the management of, the foregoing conflict of interest, in accordance with the Corporate By-law with respect to conflict of interest and the provisions within this Policy.

Each Director must immediately take steps to resolve a real or perceived conflict of interest.

Both prior to serving on the Board, and annually during the Director's term of office, each Director shall disclose to the Audit Committee (or another designated Board Committee), material financial and non-financial interests and any potential or actual conflict of interest as soon as it arises or appears likely to arise.

Directors who become aware of a potential or actual conflict of interest on the part of a fellow Director, on the basis of information, knowledge or belief, shall promptly and in confidence raise the issue for clarification with the other Director, and request that the conflict be declared. If the fellow Director refuses to declare the conflict, the Director who is aware of the potential or actual conflict must immediately bring his or her concern to the attention of the Chair of the Audit Committee and the Corporate Secretary.

Monitoring and Enforcement of This Conflict of Interest Policy

This Policy shall be reviewed and signed by each Director annually.

Any allegation about, or perceived breach of, this Policy by a Director will be discussed by the Board Chair, the Chair of the Audit Committee, and the Corporate Secretary, with the Director. The Chair of the Audit Committee shall report the discussion to the Audit Committee In Camera, and, at the discretion of the Audit Committee, to the Board In Camera.

Any allegation about, or perceived breach of, this Policy by the Board Chair will be discussed by the Vice-Chair (or the Chair of the Nominating and Governance Committee) and the Chair of the Audit Committee with the Board Chair. At the discretion of the Audit Committee, the Chair of the Audit Committee will report the discussion to the Board In Camera.

The Audit Committee shall be responsible for responding to all questions relating to this Policy and for enforcing the provisions set forth within it.

This objective may be achieved in a number of ways, including by the Audit Committee and the Corporate Secretary:

1. Receiving a Disclosure of Interests to include Financial and Non-Financial Interests of the Director, family member, or affiliate that could give rise to any real or perceived conflict of interest.
2. Responding to a Director's questions and requests for clarification and guidance, on any provision within this Policy;
3. Assuring confidentiality to the fullest extent practicable;
4. Having practices in place to identify, assess, and resolve actual and potential conflicts of interest by Directors. These practices shall enable the Audit Committee to assess all the circumstances necessary to determine if Directors have acted honestly and in good faith, and in the best interests of the Company;
5. Having practices for:
   1. Identifying and reviewing Disclosure of Financial and Non-Financial Interests, and arrangements, assessments, contracts, decisions, investments, loans, procurements, programs, situations, transactions, or any other circumstance identified in this Policy where an real or perceived significant conflict of interest could arise;
   2. Reviewing and assessing Disclosure of Financial and Non-Financial Interests, and arrangements, assessments, contracts, decisions, investments, loans, procurements, programs, situations, transactions, or any other circumstance identified in this Policy that could put a Director in a real or perceived conflict of interest;
   3. Reviewing submissions to the Audit Committee of Disclosure of Financial and Non-Financial Interests, and declarations by Directors of their interest in any arrangement, assessment, contract, decision, investment, loans, procurement, program, situation, transaction, or other circumstance identified in this Policy; and
   4. Maintaining and requesting records of Disclosure of Financial and Non-Financial Interests and any arrangement, assessment, contract, decision, investment, loan, procurement, program, situation, transaction, or other circumstance identified in the Conflict of Interest Policy, where a real or perceived conflict of interest arises.
6. Establishing an Ad Hoc or Special Committee to fulfill the foregoing practices, with such Committee to consist of Directors that are not directly or indirectly interested in the matters being discussed or considered. Where the Audit Committee and the Board have established an Ad Hoc or Special Committee, the Audit Committee shall design and recommend that Committee:
   1. Be composed of Directors who are not interested in any matter being discussed or considered;
   2. Have Terms of Reference that clearly sets out its roles and responsibilities; and
   3. Have the authority to engage and compensate any internal and external advisor that it determines to be necessary to permit it to carry out its duties; and
7. Obtaining independent advice on the arrangement, assessment, contract, decision, investment, loan, procurement, program, situation, transaction, or any other circumstance identified in Paragraphs a) to n), or any other Paragraph within this Policy.

Compliance with This Conflict of Interest Policy

Each Director, annually, shall (i) read, understand, and sign the Declaration to follow, and (ii) comply fully with the letter and spirit of this Policy.

Each Director shall have a positive obligation to govern their affairs and conduct in such a way so as to avoid the appearance of a conflict of interest and to be in compliance with the letter and spirit of this Policy at all times.

The Audit Committee shall receive a Disclosure of Financial and Non-Financial Interests of the Director annually.

Other than as required by this Policy, the Audit Committee, and members of Management, and independent advisors who report to the Audit Committee, shall maintain confidentiality of Director disclosure required by this Section and this Policy.

The Audit Committee shall respond in writing to a Director's questions and requests in writing for clarification and guidance, on any provision within this Policy.

The Audit Committee shall be responsible for reviewing each potential Directorial conflict of interest and any other potential breach of this Policy.

The Audit Committee shall be provided with the staff, resources, and independent advisors who are selected and accountable to the Audit Committee, to fulfill its monitoring, oversight, and enforcement of this Policy and regular reporting to the Board.

The Audit Committee shall have review, investigation, and recommendation authority over potential Director conflicts of interest, and any potential breach of other provisions of this Policy by a Director. Any recommended action by the Audit Committee shall be brought before the full Board by the Audit Committee.

Members of the Audit Committee shall declare any potential conflict of interest with the independent review of a potential Directorial conflict of interest or other potential breach of this Policy. If an Audit Committee Member has a material relationship with the Director who is alleged to have a conflict of interest, real or perceived, or to have breached any other provision of this Policy, or a family member or affiliate of that Director who may be involved, that Audit Committee Member shall declare such conflict. The Audit Committee shall deliberate in the absence of that Member of the Audit Committee, and recommend an appropriate course of action, which could include the Audit Committee Member recusing him or herself from the Audit Committee's deliberations on the potential Director conflict of interest or any potential breach of a provision of this Policy.

The Audit Committee shall preserve the confidentiality and anonymity, to the fullest extent practicable, without limiting the due process rights of the Director, of any member of the Board of the Company, or any independent advisor retained by the Audit Committee, who brings to the attention of the Audit Committee any potential Director conflict of interest or any other potential breach of a provision of this Policy.

Retention of independent legal advice by a Director concerning a potential conflict of interest or any other potential breach of a provision of this Policy shall be paid for by the Director, unless otherwise approved by the Board.

The Audit Committee may (or not) establish a Special Sub-Committee of disinterested Directors to review any possible Directorial conflict of interest or any other potential breach of a provision of this Policy.

The Audit Committee shall be empowered to investigate any potential Director conflict of interest or any other potential breach of any provision of this Policy.

The investigation by the Audit Committee of any potential breach of this Policy by a Director may include: (i) the retention of independent legal counsel or any other independent advisor; (ii) requests for all relevant documentation and communications; and (iii) requests for full, true, and plain disclosure of circumstances, such that the Audit Committee may adequately and appropriately recommend to the full Board the approval (or not) of any conflict of interest, or any other course of action, including discipline or reprimand for a Policy breach, or recommended removal from the Board by a special resolution, or termination of a Director, consistent with the Fiduciary Duty and Duty of Care of each Director to act in the best interests of the Company at all times, and as a reasonably prudent person would act in comparable circumstances.

Each Director shall cooperate fully with requests made by the Audit Committee in the Audit Committee's review of a potential Director conflict of interest or any other potential breach of a provision of this Policy. Such requests may include: (i) a request from the Audit Committee to forward to the Audit Committee, by a particular date, any and all relevant emails, texts, materials, communication, and documentation by or from a Director concerning that Director's possible conflict of interest or other potential breach of a provision within this Policy, and to preserve the foregoing materials; (ii) a request from the Audit Committee to refrain prospectively from any communication in respect of the possible Director conflict of interest or other potential breach of a provision of this Policy with any other Director or internal or external party, such that the Audit Committee can carry on its work in an expeditious manner and make a recommendation(s) to the Board of Directors; and (iii) recommendation from the Audit Committee to the Board for a Leave of Absence for the Director whose is alleged to have, or have had, a conflict of interest or any other potential breach of a provision of this Policy during the investigation.

Directorial Certificate of Compliance with This Conflict of Interest Policy (Certificate)

Each Director shall sign this Certificate annually.

To the best of my knowledge, information, and belief:

1. I have read this Board of Directors' Conflict of Interest Policy (Code).
2. I understand this Policy and all of its Paragraphs.
3. I have sought clarification from the Audit Committee or the Corporate Secretary with respect to this Policy's sections, meanings, interpretation, and application to my circumstances, as the case may be.
4. I have been, presently am, and agree to be prospectively, in compliance with the letter and spirit of each and all provisions within this Policy.
5. If I come to acquire knowledge, information or belief that I am not, or may not be seen to be, in compliance with the letter and spirit of a provision within this Policy, I shall promptly bring such knowledge, information or belief, as the case may be, to the attention of the Audit Committee in a prompt, full and true manner.
6. I know of no other Director, family member, affiliate, or any other person or entity that is not, or may not be seen to be, in compliance with the letter and spirit of each of the provisions within this Policy.
7. If I come to acquire knowledge, information, or belief that any of the foregoing persons or entities in Paragraph 6 are not, or may not be, in compliance with the letter and spirit of a provision within this Policy, I shall promptly bring such knowledge, information or belief, as the case may be, to the attention of the Audit Committee in a prompt, full, and true manner.
8. I understand that the Policy is subject to change from time to time, and that I will be given adequate notice of such changes.

I, _____, hereby accept the terms described in the Company Director Conflict of Interest Policy dated this day_____ of (month),_____ (year).

Signature of Director: