ASX Release

20 July 2022

For personal use only

REVISED SHARE TRADING POLICY

Please find attached a copy of the revised Share Trading Policy lodged with the ASX in accordance with ASX Listing Rule 12.10. A copy of the Share Trading Policy is available on the corporate governance section of the Company's website at www.bciminerals.com.au.

This ASX announcement has been authorised for release by the Joint Company Secretaries.

For further information:

Rebecca Thompson

Camille Henderson

BCI Minerals - Investor Relations (Sydney)

BCI Minerals - Communications Manager

T: +61 416 079 329

T: +61 449 513 163

E:rebecca.thompson@bciminerals.com.au

E: camille.henderson@bciminerals.com.au

T

+61 8 6311 3400

Level 1, 1 Altona Street

GPO Box 2811

E

info@bciminerals.com.au

West Perth WA 6005

West Perth WA 6872

For personal use only

SHARE TRADING POLICY

1. PURPOSE

This document sets out BCI Minerals Limited and its subsidiaries (Company) policy regarding trading in the Company's securities which includes shares, options, performance rights, share rights, warrants, debentures and any other securities on issue from time to time (Company's securities). If you do not understand any part of this policy or the summary of the law, or how it applies to you, you should raise the matter with your manager or the Company Secretary before trading with any securities covered by this policy.

2. DEFINITIONS

Word

Definition

Approving Officer

Has the meaning given to that term in section 4.5.

Associates

Has the meaning given to that term in section 3 of this policy.

ASX Listing Rules

Listing Rules of the Australian Stock Exchange.

Blackout Periods

Has the meaning given to that term in section 4.3 of this policy.

BCI Employees

Employees, officers, directors and contractors of the Company.

Company

BCI Minerals Limited and its subsidiaries.

Company Secretary

The person appointed in the role of the Company Secretary, as notified by

the Company to the Australian Securities and Investments Commission from

time to time.

Company's securities

Has the meaning given to that term in section 1 of this policy.

Corporations Act

Corporations Act 2001 (Cth).

Inside Information

Has the meaning given to that term in section 4.2 of this policy.

3. RESPONSIBILITY

All employees, officers, directors and contractors of the Company (BCI Employees) must be aware of the existence of this policy and be familiar with its terms.

This policy also extends to the associates of all directors, officers and employees, as if the associates were named in the place of the relevant director, officer or employee in this policy.

"Associates" means associates within the meaning of the Corporations Act and includes any person or entity over whom a director, officer or employee is, or is deemed to have, investment control or influence, or with whom they are "acting in concert". For the avoidance of doubt, this may include a spouse, child, family trust, family company or self-managed superannuation fund. Each director, officer and employee is responsible for the actions of his or her Associates in complying with this policy.

1

SHARE TRADING POLICY

BCI-LEG-POL-002 REV 1

For personal use only

4. POLICY ON TRADING

4.1 Dealing in Company Securities

Regardless of anything else in this policy, all directors, officers and employees in possession of inside information must not:

  1. deal in Company securities; nor
  2. directly or indirectly communicate the information, or cause the information to be communicated to another person if the person knows, or ought reasonably to know, that the other person would, or would be likely to, deal in the Company's securities in any way or procure a third person to deal in the Company's securities in any way,

unless the Corporations Act excludes the dealing or communication from the relevant insider trading prohibition in section 1043A of the Corporations Act.

4.2 Inside Information

"Inside information" is information that is not generally available to the public and, if it was generally available, would be likely to have a material effect on the price or value of the Company's securities. It may help to identify such information if Restricted Persons ask themselves whether the information would be likely to influence a person who commonly invests in securities in deciding whether to buy or sell the Company's securities.

Examples of inside information or unpublished price sensitive information about the Company include:

  1. a proposed major acquisition or disposal;
  2. drill or exploration results;
  3. a significant business development or a proposed change in the nature of the Company's business;
  4. details of material contracts that are being negotiated by the Company;
  5. financial performance of the Company against its budgets or forecasts;
  6. potential litigation that would have a substantial effect on the Company;
  7. a proposed issue of new shares;
  8. a proposed dividend;
  9. a major change to the Board or senior management;
  10. a proposal to undertake a major change in financing; and
  11. information being withheld in accordance with the exception to continuous disclosure in ASX Listing Rule 3.1A (for example, because it is confidential and incomplete, such as the status of contract negotiations).

If directors, officers and employees have any doubt as to whether information is inside information, they should not deal in the Company's securities.

4.3 Black-out periods

In addition to the prohibitions on insider trading set out in the Corporations Act and summarised above, the Company requires that directors, officers and employees must not trade in the Company's securities during the following periods:

2

SHARE TRADING POLICY

BCI-LEG-POL-002 REV 1

For personal use only

  1. the end of the half-year period and 24 hours immediately following the release of the Company's half- year financial results;
  2. the end of the full year period and 24 hours immediately following the release of the Company's annual financial results; and
  3. 15 days after the end of each March and September financial quarters and 24 hours immediately following the release of the Company's quarterly results for those financial quarters,

("Blackout Periods") unless the circumstances are exceptional and the procedure for prior written clearance described below has been met.

The Board may impose additional Blackout Periods by written notice to directors, officers and employees, without explanation of the reason for imposing the Blackout Period.

For the sake of clarity, even if it is outside of a Blackout Period, directors, officers and employees must not deal in the Company's securities if they are in possession of inside information (unless the Corporations Act excludes the dealing from the insider trading prohibition in section 1043A of the Corporations Act).

4.4 Exceptions

Directors, officers and employees may deal in the Company's securities inside a Blackout Period, subject to obtaining prior written clearance in accordance with the procedure described below, in the following exceptional circumstances:

  1. if the person granting the prior written clearance is satisfied that the person seeking the clearance does not possess unpublished price sensitive information about the Company and the person seeking clearance is in severe financial hardship;
  2. if the person granting the prior written clearance is satisfied that the person seeking the clearance does not possess unpublished price sensitive information about the Company and there are other circumstances deemed to be exceptional by the person granting the prior written clearance; or
  3. where dealing is required for compliance with a court order or court enforceable undertaking or for some other legal regulatory requirement.

If directors, officers and employees wish to deal in the Company's securities during a Blackout Period in the exceptional circumstances referred to above, they must first obtain prior written clearance from the Chairman, or in his or her absence, the Managing Director and one other non-executive director.

If the Chairman wishes to deal in the Company's securities during a Blackout Period in the exceptional circumstances referred to above, the Chairman must first obtain prior written clearance from at least 2 other directors.

4.5 Procedure for trading in securities outside a blackout period

During any other time, directors, officers and employees must not deal in the Company's securities unless they obtain prior written clearance from:

  1. in the case of employees and officers, the Managing Director or in his/her absence, the General Counsel or Company Secretary;
  2. in the case of a director, the Chairman or in his or her absence, the Managing Director;

3

SHARE TRADING POLICY

BCI-LEG-POL-002 REV 1

For personal use only

  1. in the case of the Managing Director, the Chairman or in his or her absence, two non-executive directors;
  2. in the case of the Chairman, the Managing Director and one non-executive director,
  3. in the case of the Company Secretary, the Managing Director or in his or her absence, the Chairman (each, an "Approving Officer").

A request for prior written clearance under this policy should be made in writing using the form Request to Trade in Company Securities. Once completed, this form must be submitted to the Approving Officer in person, by mail, or by email.

Any clearance may be given or refused by the Approving Officer in his or her discretion, without giving any reasons. The Approving Officer's decision is final and binding. The Approving Officer will not grant written clearance if the Company is likely, in the short term, to release a periodic financial report, other financial data or make an announcement of market sensitive information under ASX Listing Rule 3.1. Any written clearance granted under this policy will be valid for the period of 5 business days from the time in which it is given or such other period as may be determined by the Approving Officer. The written clearance may, however, be withdrawn by the Approving Officer if new information comes to light or there is a change in circumstances.

Directors, officers and employees must advise the Company Secretary of any completed trades within 3 business days of the trade having occurred.

4.6 Share trading not covered by this policy

Subject always to compliance with the insider trading provisions of the Corporations Act, the following dealings by directors, officers and employees are excluded from this policy:

  1. transfers of the Company's securities already held by a director, officer or employee into a superannuation fund or other saving scheme in which the director, officer or employee is a beneficiary;
  2. an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in the Company's securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
  3. where a director, officer or employee is a trustee, trading in the Company's securities by that trust provided the director, officer or employee is not a beneficiary of the trust and any decision to trade during a Blackout Period is taken by the other trustees or by the investment managers independently of the director, officer or employee;
  4. undertakings to accept, or the acceptance of, a takeover offer (whether by way of takeover or scheme of arrangement);
  5. trading under an offer or invitation made to all or most of the security holders of the Company, such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;

4

SHARE TRADING POLICY

BCI-LEG-POL-002 REV 1

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

BCI Minerals Limited published this content on 19 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 July 2022 22:33:05 UTC.