TSX.V:VONE $0.075
Advancing the Mont Sorcier Iron Ore and Vanadium Project

Corporate Governance

Committees

ADVISORY COUNCIL​

Roger F. Dahn
Patrick D. O’Brien

AUDIT COMMITTEE​

W. John Priestner
Victor R. Dario
Mitchell Kidd

COMPENSATION COMMITTEE

Victor R. Dario
Mark Brennan
Mitchell Kidd

Policies

Hidden
DUTIES AND RESPONSIBILITIES

Chairman of the Board

DUTIES AND RESPONSIBILITIES

  1. To lead Vanadium One Energy Corp.’s Board to ensure that it properly discharges its responsibility for the stewardship of the Company, including but not limited to:
    • Adoption of a strategic planning process;​​
    • Review and monitor the Company’s principal business risks, as identified by management, and the system to manage such risks;
    • Senior management succession planning, including the appointment, training and monitoring thereof;
    • The communications policy for the Company;
    • The integrity of the Company’s internal control and management information systems.
  2. To ensure the development, on an annual basis, of the corporate objectives, which the CEO is responsible for meeting, for review and approval of the Board.
  3. To review and approve the agenda for meetings of the Board as developed and proposed by the CEO, and ensure the proper and timely flow of information to the Board.
  4. To chair the meetings of the Board and the shareholders.
  5. To act as a liaison between the Company’s management and the Board where and if required.
  6. To consider any other appropriate structures and procedures to ensure that the board can function independently of management.
  7. To represent the Company before its stakeholders, including clients, employees and shareholders, when requested to do so by the President and CEO of the Company.
  8. To undertake the lead on any other corporate governance matters that the Board may request from time to time.

President and CEO

GENERAL

The President and Chief Executive Officer is the senior officer of Vanadium One Energy Corp. and in that capacity, and subject to the express directions and decision of the Board and to the by-laws, may act for, on behalf of and in the name of the Company.

The President is responsible to the Board of Directors of the Company.

DUTIES AND RESPONSIBILITIES​

  1. To direct and control the management of the Company and its subsidiaries.
  2. To make recommendations to the Board regarding policies, organizational structure and general supervision of the Company and its subsidiaries.
  3. To establish overall strategic objectives and business operating plans for Board approval and take all steps to ensure the implementation of such overall objectives and plans.
  4. To establish corporate priorities and allocate corporate resources accordingly after consultation with the Board.
  5. To be responsible for corporate communications and act as the chief spokesperson for the Company.
  6. To ensure that programs are in place for management and employee development.
  7. To specify the powers and duties of all officers and employees of the Company.
  8. To consult with the officers and employees of the Company and review their performance on a periodic basis.
  9. To advise the Board of the business and affairs of the Company.
  10. To recommend to the Board, the appointment of officers. 

To ensure that all matters requiring Board consideration or approval are provided to the Board in a timely fashion and in accordance with good business practices.

CODE of ETHICS

Conflicts of Interest

All employees, officers’ and directors primary responsibility is to act in the best interests of Vanadium One Energy Corp. and its shareholders.

A “conflict of interest” occurs when an individual’s private or other business interest improperly interferes, or appears to interfere, with the interests of Vanadium One Energy Corp.  A conflict situation can arise when an employee, officer or director takes actions or has private or other business interests that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest may cause an employee, officer or director to make decisions based on personal gain rather than in the best interests of Vanadium One Energy Corp. and its shareholders.

Employees, officers and directors should avoid such conflicts of interest.  In particular, employees, officers and directors may not use or attempt to use their position at Vanadium One Energy Corp. to obtain any improper personal benefit.  Vanadium One Energy Corp. recognizes that the services of some of its employees, officers and directors are retained on a part time basis.  Such employees, officers and directors will therefore take part in financial, business, and other activities outside their responsibilities to Vanadium One Energy Corp.  These activities, however, must be free of conflict with each individual’s responsibilities as a Vanadium One Energy Corp. employee, officer or director.  Vanadium One Energy Corp. employees, officers or directors must not serve as directors or officers of, or work as employees or consultants for, a competitor or an actual or potential business partner of Vanadium One Energy Corp. without the prior approval of the Board of Directors.

Vanadium One Energy Corp. employees, officers and directors may not invest in or trade in shares of a competitor or an actual or potential business partner of Vanadium One Energy Corp. where such investment or trading may appear or tend to influence business decisions or compromise independent judgment.  This prohibition does not apply to shares of a publicly traded company where such investment or trading relates to less than five percent of its issued shares.

Investing or trading in Vanadium One Energy Corp.’s competitors or business partners remains subject to applicable laws and regulations regarding insider trading, including prohibitions against trading when in possession of material non-public information regarding such companies, whether such information is gained in the course of employment with Vanadium One Energy Corp. or otherwise.

Acceptance by an employee, officer or director (or a member of his or her immediate family) of gifts or entertainment of a value that may influence business decisions or compromise independent judgment is prohibited.

If a conflict of interest exists, and there is no failure of good faith on the part of the employee, officer or director, Vanadium One Energy Corp.’s policy generally will be to allow a reasonable amount of time for the employee, officer or director to correct the situation in order to prevent undue hardship or loss.  However, all decisions in this regard will be at the discretion of the Board of Directors whose primary concern in exercising such discretion will be the best interests of Vanadium One Energy Corp. and its shareholders.

If an employee, officer or director is aware of a material transaction or relationship (including those involving family members) that could reasonably be expected to give rise to a conflict of interest, he or she should discuss the matter promptly with the Company’s Compliance Director, the Chief Executive Officer or Chairman of the Board.

Public Disclosure

Vanadium One Energy Corp. is committed to providing timely, factual and accurate disclosure of material information about Vanadium One Energy Corp. to its shareholders, the financial community and the public.  Employees, officers and directors involved in the Corporation’s disclosure process are responsible for acting in furtherance of this policy and should understand and comply with such policy.

Compliance with Laws, Rules and Regulations

Vanadium One Energy Corp. is committed to complying with applicable laws and regulations in each jurisdiction in which it does business. Employees, officers and directors are expected to adhere to the standards and restrictions imposed by those laws and regulations.

Vanadium One Energy Corp. and its employees, officers and directors are subject to laws and regulations regarding insider trading.  Canadian securities laws prohibit trading in the securities of any company while in possession of material, non-public information regarding such company.  Vanadium One Energy Corp. has adopted a corporate Insider Trading Policy in order to prevent improper trading in its securities and the improper communication of undisclosed material information.  Employees, officers and directors are required to comply with such policy.

It is Vanadium One Energy Corp.’s policy that neither Vanadium One Energy Corp. nor its employees, officers or directors shall pay, offer to pay, or promise to give anything of value, directly or indirectly, to any government official for the purpose of influencing an official act or decision related to retaining or obtaining business or directing business to any person.  Vanadium One Energy Corp. may encounter particular pressure to make such payments in certain countries and employees, officers and directors should be particularly vigilant not to be tempted by assertions that such practices are common or condoned in that country.  If an employee, officer or director is not certain that a proposed conduct is appropriate such conduct should be discussed with the Corporation’s Compliance Director.

Corporate Opportunities

Employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position, unless Vanadium One Energy Corp. has already been offered the opportunity and declined it; (b) using corporate property, information, or position for personal gain; and (c) competing with Vanadium One Energy Corp.

Protection and Proper Use of Company Assets

All employees, officers and directors must protect Vanadium One Energy Corp.’s assets and ensure their efficient use.  Vanadium One Energy Corp.’s assets must be protected from loss, damage, theft, misuse, and waste.  Company assets include employees’ and officers’ time at work and work product as well as Vanadium One Energy Corp.’s equipment and vehicles, computers and software, trading and bank accounts, company information and Vanadium One Energy Corp.’s reputation, trademarks and name.  Vanadium One Energy Corp.’s telephone, email, voicemail and other electronic systems are primarily for business purposes.  Personal communications using these systems should be kept to a minimum. Employees, officers and directors should exercise prudence in incurring and approving business expenses, work to minimize such expenses and to ensure that such expenses are reasonable and serve Vanadium One Energy Corp.’s business interests.

Confidentiality

Employees, officers and directors should keep all confidential information in strict confidence, except when disclosure is authorized by Vanadium One Energy Corp. or legally mandated.  Confidential information includes, among other things, any non-public information concerning Vanadium One Energy Corp. including its business, financial performance, results or prospects and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.  An employee’s, officer’s or director’s obligation to safeguard Vanadium One Energy Corp.’s confidential information continues after his or her employment with Vanadium One Energy Corp. ends.

Fair Dealing

Employees, officers and directors should endeavour to deal fairly with Vanadium One Energy Corp.’s counterparties, suppliers, competitors and employees.  No employee, officer or director may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Employee Harassment or Discrimination

Vanadium One Energy Corp. is committed to fair employment practices and a workplace in which all individuals are treated with dignity and respect. Vanadium One Energy Corp. expects that all relationships among persons in the workplace will be professional and free of bias and harassment.

Environmental, Safety, and Occupational Health Practices

Vanadium One Energy Corp. believes that sound environmental, safety, and occupational health management practices are in the best interests of its business, its employees, its shareholders and the communities in which it operates.  Vanadium One Energy Corp. is committed to conducting its business in accordance with recognized industry standards and applicable environmental and occupational health and safety laws and regulations.

Waiver of this Code

From time to time, Vanadium One Energy Corp. may waive certain provisions of this Code. Waivers generally may be granted only by the Chief Executive Officer.  However, any waiver of the provisions of this Code for directors and executive officers, including the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer may be made only by the Board of Directors and will be disclosed to shareholders as required by applicable rules and regulation.

INSIDER TRADING POLICY

Introduction

Employees, officers and directors of Vanadium One Energy Corp. (“VONE” or the “Company”) may wish to become shareholders of the Company on a long-term investment basis. These individuals will from time to time become aware of corporate developments or plans or other information that may affect the value of the Company’s securities before these developments, plans or information are made public.  Trading securities of the Company while in possession of such information before it is generally disclosed (known as “insider trading”), or disclosing such information to third parties before it is generally disclosed (known as “tipping”), is against the law and may expose an individual to criminal prosecution or civil lawsuits.  Such action will also result in a lack of confidence in the market for the Company’s securities, harming both the Company and its shareholders.  Accordingly, the Company has established this Policy to assist its employees, consultants, officers and directors in complying with the prohibitions against insider trading and tipping.

The procedures and restrictions set forth in this Policy are only a general framework to assist Company Personnel, as defined below, in ensuring that any purchase or sale of securities occurs without actual or perceived violation of applicable securities laws.  Company Personnel have the ultimate responsibility for complying with applicable securities laws and should obtain additional guidance, including independent legal advice, as may be appropriate for their own circumstances.

The Company’s Board of Directors will designate one or more individuals from time to time as Insider Trading Policy Administrators for the purpose of administering this Policy.  At the date hereof, the designated Insider Trading Policy Administrator is W. John Priestner.  This Policy has been reviewed and approved by the Company’s Board of Directors and may be reviewed and updated periodically by the Corporate Governance Committee.  Any amendments to this Policy shall be subject to approval by the Board of Directors.

Application Persons that are Subject to this Policy

The following persons are required to observe and comply with this Policy:

  • all directors, officers and employees of the Company or its subsidiaries;

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

  • partnerships, trusts, corporations, R.R.S.P.’s and similar entities over which any of the above-mentioned individuals exercise control or direction.

  • For the purposes of this Policy, the persons listed above are collectively referred to as “Company Personnel”. Paragraph (c) should be carefully reviewed by Company Personnel; those paragraphs have the effect of making various holding companies or trusts of the persons referred to in paragraphs (a) and (b) subject to the Policy.

Trades that are Subject to this Policy

Under this Policy, all references to trading in securities of the Company include (i) any sale or purchase of securities of the Company, including the exercise of stock options granted under the Company’s stock option plan and the acquisition of shares or any other securities pursuant to any Company benefit plan or arrangement, and (ii) any derivatives-based or other transaction or arrangement that would be required to be reported by insiders in accordance with applicable laws or regulations relating to derivatives or equity monetization transactions (including Multilateral Instrument 55-103 – Insider Reporting for Certain Derivative Transactions (Equity Monetization (“MI 55-103”)).

Inside Information

“Inside Information” means:

  • a change in the business, operations or capital of the Company that would reasonably be expected to have a significant effect on the market price or value of the securities of the Company (which includes any decision to implement such a change by the Board of Directors or by senior management who believe that confirmation of the decision by the Board of Directors is probable);

  • a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the securities of the Company; or

  • any information which is not generally available to the public that a reasonable investor would be likely to consider important in deciding whether to buy, hold or sell securities of the Company,

  • in each case, which has not been generally disclosed. Examples of information that may constitute Inside Information are set out in Schedule A attached hereto.  It is the responsibility of any Company Personnel contemplating a trade in securities of the Company to determine prior to such trade whether he or she is aware of any information that constitutes Inside Information. If in doubt, the individual should consult with an Insider Trading Policy Administrator.  In addition, section 6(a) of this Policy requires that certain Personnel pre-clear trades in securities of the Company.

Prohibition Against Trading on Inside Information

Company Personnel must not purchase, sell or otherwise trade securities of the Company with the knowledge of Inside Information until:

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

  • the Inside Information ceases to be material (e.g. a potential transaction that was the subject of the information is abandoned, and either Company Personnel are so advised by the Insider Trading Policy Administrators or such abandonment has been generally disclosed).

In addition, certain Company Personnel must not make any trades in securities of the Company during the black-out periods described in section 6 of this Policy.

Prohibition Against Speculating, Short-Selling, Puts and Calls

Certain types of trades in securities of the Company by Company Personnel can raise particular concerns about potential breaches of applicable securities law or that the interests of the persons making the trade are not aligned with those of the Company.  Company Personnel are therefore prohibited at any time from, directly or indirectly, undertaking any of the following activities:

  • speculating in securities of the Company, which may include buying with the intention of quickly reselling such securities, or selling securities of the Company with the intention of quickly buying such securities (other than in connection with the acquisition and sale of shares issued under the Company’s stock option plan or any other Company benefit plan or arrangement);

  • buying the Company’s securities on margin;

  • short selling a security of the Company or any other arrangement that results in a gain only if the value of the Company’s securities declines in the future;

  • selling a “call option” giving the holder an option to purchase securities of the Company; and

  • buying a “put option” giving the holder an option to sell securities of the Company.

Applicable corporate laws impose additional prohibitions against speculative trading in the Company’s securities, as set out in this Section 5 of the Policy.  An insider who is found to contravene such prohibitions may be found liable on a summary conviction to a fine not exceeding the greater of one million dollars and three times the profit made, or to imprisonment for a term not exceeding six months or to both.

Restrictions on Trading of Company Securities

Trading Pre-Clearance Guidance

To assist Company Personnel to avoid any trade in securities of the Company that may contravene or be perceived to contravene applicable securities laws, any Company Personnel may contact an Insider Trading Policy Administrator to discuss any proposed trade of securities of the Company before effecting the trade in order to determine whether the Company reasonably believes that there is Inside Information that has not been generally disclosed or otherwise anticipates that the proposed trade will contravene applicable securities laws or this Policy, and whether or not the proposed trade may be made.

Scheduled Black-out Periods

Each of the Company Personnel specified below shall be prohibited from trading in securities of the Company during the period commencing on the second last business day of the last month of each fiscal quarter and ending on the second business day following the date on which a press release has been issued in respect of the Company’s interim or annual financial statements (otherwise known as a “black-out period”):

  • a director;

  • the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer and General Manager (Mining Operations);

  • an employee who reports directly to the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or General Manager (Mining Operations);

  • a member of the finance staff;

  • any employee who reports to work at the Company’s corporate head office; and

  • an individual that is notified by an Insider Trading Policy Administrator that the individual is or will be subject to the black-out period restriction in accordance with this Policy.  The trading restrictions described above also apply to the exercise of stock options granted under the Company’s stock option plan and any other securities that may be acquired pursuant to any Company benefit plan or arrangement.

Extraordinary Black-out Periods

Additional black-out periods may be prescribed from time to time by the Insider Trading Policy Administrators at any time at which it is determined there may be undisclosed Inside Information concerning the Company that makes it inappropriate for Company Personnel or any specified individuals or specified group of individuals to be trading.  In such circumstances, the Insider Trading Policy Administrators will issue a notice instructing these individuals not to trade in securities of the Company until further notice.  This notice will contain a reminder that the fact that there is a restriction on trading may itself constitute inside information or information that may lead to rumours and must be kept confidential.

Exemptions

Individuals subject to a black-out period who wish to trade Company securities may apply to an Insider Trading Policy Administrator for approval to trade securities of the Company during the black-out period.  Any such request should describe the nature of and reasons for the proposed trade. The Insider Trading Policy Administrator will consider such requests and inform the requisitioning individual whether or not the proposed trade may be made.  The requisitioning individual may not make any such trade until he or she has received the specific approval from an Insider Trading Policy Administrator.

Prohibition Against Tipping

Company Personnel are prohibited from communicating Inside Information to any person outside the Company, unless:

  • disclosure is in the necessary course of the Company’s business provided that the person receiving such information is bound by professional conduct rules to keep such information confidential or first enters into a confidentiality agreement in favour of the Company (which should contain, among other things, an acknowledgement by the recipient of the requirements of applicable securities laws relating to such recipient trading securities with knowledge of a material fact or material change in respect of the Company that has not been generally disclosed and to such recipient information another person or company such a material fact or material change) and the disclosure is made pursuant to the proper performance by such Company Personnel of his or her duties on behalf of the Company;

  • disclosure is compelled by judicial process; or

  • disclosure is expressly authorized by the Board of Directors, Corporate Governance Committee or an Insider Trading Policy Administrator.

Subject to the above, Inside Information is to be kept strictly confidential by all Company Personnel until after it has been generally disclosed.  Discussing Inside Information within the hearing of, or leaving it exposed to, any person who has no need to know is to be avoided at all times.  Company Personnel with knowledge of Inside Information shall not encourage any other person or company to trade in the securities of the Company, regardless of whether the Inside Information is specifically communicated to such person or company.

If any Company Personnel has any doubt with respect to whether any information is Inside Information or whether disclosure of Inside Information is in the necessary course of business, the individual is required to contact an Insider Trading Policy Administrator.

Securities of Other Companies

In the course of the Company’s business, Company Personnel may obtain information about another publicly traded company that has not been generally disclosed.  Securities laws generally prohibit such Company Personnel from trading in securities of that other company while in possession of such information or communicating such information to another person.  The restrictions set out in this Policy apply to all Company Personnel with respect to both trading in the securities of another company while in possession of such information, and communicating such information.

Reporting Requirements

The directors and “senior officers” (as defined in applicable securities laws) of the Company and its subsidiaries are “Insiders” under applicable securities laws.  Insiders are required to file reports with Canadian provincial securities regulators, pursuant to the electronic filing system known as SEDI, of any direct or indirect beneficial ownership of, or control or direction over, securities of the Company and of any change in such ownership, control or direction. In addition, Insiders must also include in their reports any monetization, non-recourse loan or similar arrangement, trade or transaction that changes the Insider’s economic exposure to or interest in securities of the Company and which may not necessarily involve a sale, whether or not required under applicable law.

It is the responsibility of each Insider (and not the Company) to comply with these reporting requirements, and Insiders are required to provide the Insider Trading Policy Administrators with a copy of any insider report completed by the Insider concurrent with or in advance of its filing.  The Company will assist any Insider in the preparation and filing of insider reports upon request.

Some officers of the Company or its subsidiaries may be eligible to be exempted by applicable securities law from the requirements to file insider reports.

A person that is uncertain as to whether he or she is an Insider or whether he or she may be eligible to be exempted from these requirements should contact an Insider Trading Policy Administrator.  Insiders who are exempted from these requirements remain subject to all of the other provisions of applicable securities law and this Policy.

Penalties and Civil Liability

The applicable securities laws that impose insider trading and tipping prohibitions also impose substantial penalties and civil liability for any breach of those prohibitions, namely:

  • Criminal fines of up to $5,000,000 and four times the profit made or loss avoided;

  • Prison sentences for a term not exceeding 10 years for insider trading, and five years for tipping; and

  • Civil liability for compensation to the seller or purchaser of the relevant securities for damages as a result of the trade.

Where a company is found to have committed an offence, the directors, officers and supervisory Company Personnel of the company may be subject to the same or additional penalties.

Enforcement

All directors, officers, employees and consultants of the Company and its subsidiaries will be provided with a copy of this Policy, and will be informed that:

  • he/she is required to comply with the procedures and restrictions set forth in this Policy;

  • it is a condition of their appointment, employment or engagement that each of these persons at all times abide by the standards, requirements and procedures set out in this Policy unless a written authorization to proceed otherwise is received from an Insider Trading Policy Administrator; and

  • any person who violates this Policy may face disciplinary action up to and including termination of his or her employment or appointment with or engagement by the Company without notice. 

The violation of this Policy may also violate certain securities laws.  If it appears that a director, officer, employee or consultant may have violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.

Should you have any questions or wish information concerning the above, please contact an Insider Trading Policy Administrator.

SCHEDULE A

Common Examples of Inside Information The following examples are not exhaustive.

  • Proposed changes in capital structure including stock splits and stock dividends

  • Proposed or pending financings

  • Material increases or decreases in the amount of outstanding securities or indebtedness

  • Proposed changes in corporate structure including amalgamations and reorganizations

  • Proposed acquisitions of other companies including take-over bids or mergers

  • Material acquisitions or dispositions 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

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

  • material legal proceedings

  • defaults in material obligations

  • 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

DISCLOSURE POLICY

General Statement

The Board of Directors of Vanadium One Energy Corp., (The “Corporation” or “VONE”), has adopted this Disclosure Policy in order to ensure public communications about the Corporation are accurately disseminated in a timely manner, in accordance with applicable securities laws.  This Policy will ensure the board of directors, senior management and all employees have a consistent understanding of the Corporation’s approach to disclosure.

This Policy is applicable to employees, officers and directors.  The Policy covers all disclosures in documents filed with the securities regulators.  It covers financial and other written statements made in the Corporation’s annual and interim reports, all news releases, and presentations by management and information contained in the Corporation’s website.  It also covers any oral communication with the public in general, including investors, brokers, analysts, letter writers, interviews with media, and speeches to the general public.

The Corporate Governance and Nominating Committee will periodically review this Policy and any changes thereto.

MATERIAL INFORMATION

Material information is any information that can reasonably be expected to result in a significant change, either positive or negative, in the share price of the Corporation. 

RESPONSIBILITY FOR DISCLOSURES

It is the responsibility of the CEO, in consultation with the CFO and the Vice-President Investor Relations, to oversee the disclosure practices of the Corporation and to ensure that material information is fully disclosed to the public on a timely basis.  A record of approval of such disclosures will be maintained by the Vice-President Investor Relations.

RESTRICTIONS ON DISCLOSURES

No director, officer or employee shall disclose any non-public information about the Corporation to any person outside the Corporation, unless disclosure is required to properly perform duties of the director, officer or employee.  All inquiries or calls from investors, analysts or the media should be referred to the CEO, Vice-President Investor Relations, or the Director of Communications.

DISCLOSURE PROCEDURES

Once approved for disclosure the information should be quickly disclosed on a non- selective, broad basis, to the public.

If the applicable Stock Exchange (the “Exchange”) on which the Company is traded is open for trading at the time that material information is to be released, prior notice of a news release must be provided to Market Surveillance, to determine if trading should be halted prior to the disclosure.

News releases of material information should be sufficient in detail to enable the reader to fully understand the information being disclosed.  The Audit Committee shall approve all news releases containing financial information taken from the financial statements, prior to any release of such information.  News releases containing material information shall be disseminated through an approved wire service, and sent simultaneously to the Exchange as well as posted to the System for Electronic Document Analysis and Retrieval (SEDAR) shortly thereafter.  The news release will be posted to the Corporation’s Website immediately after full dissemination to the public.

FINANCIAL INFORMATION

All financial statement information which is publicly disclosed must be prepared and presented in accordance with Canadian Generally Accepted Accounting Principles as well as complying with all regulatory requirements.  It is the policy of the Corporation to fully disclose all material financial information in its quarterly and annual financial statements and related documents in a timely and accurate manner.

Selective disclosure of financial and other information is strictly prohibited by this policy. All financial information will only be disclosed to the public by means of a news release.

TECHNICAL INFORMATION

The results of all exploration and development activity on mineral properties must be disclosed to the public in compliance with the “Mining Standards Guidelines” of the Exchange.

CONTACT WITH INVESTORS, MEDIA AND ANALYSTS

The Corporation shall not disclose material non-public information to individuals or groups without first issuing a news release to the public in accordance with this Policy.  Care must be taken by individuals responsible for meetings or discussions with investors/analysts/media, not to disclose any material information that has not yet been made public per this Policy.  All inquiries or calls from investors, analysts or the media should be referred to the CEO, Vice-President Investor Relations or the Director of Communications.

FORWARD-LOOKING INFORMATION

All forward-looking information must be clearly identified as forward looking.  Material assumptions used in the preparation of forward-looking information must be identified and a statement must be made that identifies the specific risks and uncertainties associated with the information, which could cause actual results to differ materially from the forward-looking information.

RECORD OF DISCLOSURES

A record of all publicly disclosed information shall be maintained by the Vice-President Investor Relations.  This includes all news releases, Annual Reports, Annual Information Forms, Notice & Management Proxy Circulars, Quarterly Reports and Material Change Reports, if any.

DISCIPLINARY ACTION

The President has the authority to impose any reasonable disciplinary action, up to and including termination of services, upon any officer or employee who contravenes this Disclosure Policy.

COMMITTEE MANDATES

CORPORATE GOVERNANCE PRACTICES

The Board is responsible for the stewardship of the Company.  In executing this role, the Board shall oversee the conduct, direction and results of the business. As part of that process the Board ensures that:

• The Company has established long term goals, and a strategic and business planning process;
• The principal risks of the Company’s business are identified and appropriate systems are implemented to manage those risks;
• There is an adequate process for training, monitoring and succession planning of senior management;
• The Company has a communications policy which reflects the principles of timely, accurate and efficient disclosure of information to all shareholders; and
• The Company’s internal controls and management information systems have sufficient integrity.

INDEPENDENCE AND COMPOSITION OF THE BOARD

• The Board shall be composed of both inside (management) and unrelated outside (independent) directors.
• The Board shall be relatively small in size, but large enough to enable its members to effectively and responsibly discharge their responsibilities.  These responsibilities and accordingly the size of the Board will evolve over time.
• A majority of Board members will be independent directors.
• The Chairman of the Board may be independent of Management and otherwise unrelated to the Company or major shareholders.

SEPARATION OF BOARD AND MANAGEMENT

• The positions of Chairman and President and CEO are separated and the Role and Responsibility Statements are established for each.
• The Chairman of the Board is specifically charged with the responsibility of leading and managing the Board in discharging its responsibilities including setting Board agendas and acting as the Board’s spokesman to Management.

COMMITTEES OF THE BOARD

• The Board discharges its stewardship responsibilities in part through two committees of the Board, namely the Corporate Governance Committee and the Audit Committee.  Details of committee roles are included in the committee mandates.
• Committee chairmen shall be appointed by the Board of Directors and shall be independent of Management.
• Committees do not have decision-making authority but the responsibility to make recommendations to the full Board, which retains all decision-making authority.
• The Chairman of the Board shall be an ex-officio member of all committees.

DECISIONS REQUIRING THE PRIOR APPROVAL OF THE BOARD

The Board discharges its stewardship responsibilities through its committees and by delegation to management.  Without limiting the Board’s ultimate overall authority in all matters, the Board will grant final approval with respect to:
• Strategic and annual business operating and capital plans;
• Any material contracts, acquisitions or dispositions of the Company’s assets;
• The hiring, performance evaluation and succession plans for the CEO and approval of recommendations by the CEO in regards to these issues for the senior executives;
• The Company’s debt, major financing and dividend policies; and
• Certain expenditures exceeding specified limits.

BOARD EXPECTATIONS OF MANAGEMENT

The Board delegates to Management through the President and CEO responsibility for developing, recommending to the Board and implementing Board approved strategic and annual business operating and capital plans.  Management is held accountable via specific corporate and individual objectives established annually.

FREQUENCY AND CONDUCT OF MEETINGS

The Board will normally meet quarterly to review the interim financial statements and management discussion and analysis and once per year for an annual planning session and for the AGM.  The Board may be called to meet to discuss specific items at the call of the Chairman, the CEO or a quorum of the Board.

• All Board meetings will include an in-camera session as a routine agenda item.
• All Board agendas will be approved by the Chairman of the Board.
• Meetings may be conducted with members present, or by video or conference call.

CORPORATE GOVERNANCE COMMITTEE MANDATE

OVERVIEW AND PURPOSE

The Corporate Governance Committee is responsible to the Board for ensuring that an appropriate corporate governance system is in place for the Board’s overall stewardship responsibility and the discharge of its obligations to the shareholders of the Company.  The Committee is also responsible for senior management performance evaluation, compensation and succession planning; Board nominations, evaluation and compensation and Director Orientation and education.

MEMBERSHIP AND ATTENDANCE AT MEETINGS

The Committee shall be comprised of two independent directors, taking into account the applicable rules and regulations of securities regulatory authorities and/or stock exchanges.

A majority of committee members will constitute a quorum and decisions will be determined by a (simple) majority of votes cast without the Committee Chair having a casting vote in the event of a tied vote.

Attendance at all or a portion of Committee meetings is determined by the Committee and would normally include the CEO.

The Committee shall meet at least twice annually or more frequently as circumstances dictate.

DUTIES AND RESPONSIBILITIES

Corporate Governance Practices

To review and make recommendations to the Board as required on significant corporate governance issues relating to functional and operational matters pertaining to the Board, including but not limited to: monitoring, reviewing and updating the ongoing development and maintenance of the Company’s approach to corporate governance issues, including the statement of corporate governance guidelines.

Ensure that each Board Committee annually reviews its scope, duties and responsibilities and recommends to the Board amendments thereto, where advisable.

At least annually, or as required, to review and recommend to the Board for approval, the need, composition, Chairmen and members of Board committees, with a view that Board committees be generally composed of unrelated directors and that committee membership should be periodically rotated.

To ensure the development of position descriptions for the Board, including the Mandate of The Board of Directors, the Chairman of the Board and the CEO, and to review and update such descriptions periodically for the review and approval of the Board.

Senior Management performance evaluation, compensation and succession planning.

Recommend to the Board the objectives, performance and compensation of the President and CEO.

Review the CEO’s annual assessment and compensation recommendations for senior executives.

Review the appointment of and providing proper development of senior management
Manage the Succession Plan for the CEO and Review the CEO’s Succession Plan for Senior Management.

Review the appointment of and provide proper development of senior management.
To lead the process, when and as required, to identify a candidate for appointment to the office of CEO.

Review annually the Company’s compensation policies, including base pay, incentive, pension and benefit plans.

Board Nominations

Develop and recommend to the Board criteria for the selection of new Directors, periodically review the criteria adopted by the Board and recommend changes to such criteria.

The Committee shall consult with the Chief Executive Officer in its process of recruiting new directors.

The Chair is responsible for approaching Board candidates.

Candidates meet with the Chair and the CEO prior to nomination or appointment to review expected contributions and commitment requirements.

Invitations to join the Board shall be made by the Chairman of the Board.

Board Evaluation and Compensation

To conduct an annual evaluation of the Board, the Committees and individual members of the Board and to report on such assessment to the full Board.

To annually review the adequacy and form of compensation of the directors to ensure the compensation realistically reflects the responsibilities and risk involved in being an effective director and make appropriate recommendations to the Board for approval.

General

To recommend to the Board, when and as required, a candidate for appointment to the office of Chairman of the Board.

To review and approve, if appropriate, the request of individual directors to engage outside advisors at the expense of the Company.

To manage the Share Option Plan for the Company.

To consider any other matter which, in the opinion of the Committee or at the request of the Board, would assist the directors to meet their responsibilities.

COMMITTEE CHAIR

The fundamental responsibility of the Committee Chair is to be responsible for the management and effective performance of the Committee and provide leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board.  To that end, the Committee Chair’s responsibilities shall include:

Working with the Chairman of the Board and the Chief Executive Officer to establish the frequency of Committee meetings and the agendas for meetings;

Providing leadership to the Committee and presiding over Committee meetings;
Facilitating the flow of information to and from the Committee and fostering an environment in which Committee members may ask questions and express their viewpoints;

Reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee;

Leading the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate; and

Taking such other steps as are reasonably required to ensure that the Committee carries out its mandate.

POWERS

Governance Committee members and the Chair of the Committee shall be appointed by and serve at the pleasure of the Board.

The Committee has direct access to any records of the Company and its subsidiaries, to any employee of the organization.

The Committee has the authority to initiate and conduct any investigation appropriate to fulfilling its responsibilities and retain independent counsel and other advisors for that purpose.

MEETINGS

The time and place of the meetings of the Committee, the calling of the meetings and the procedure in all things at such meetings shall be determined by the Committee unless otherwise determined by the by-laws of the Company or by resolution of the Board.

AUDIT COMMITTEE MANDATE

OVERVIEW AND PURPOSE

The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its financial oversight responsibilities. The Committee’s primary responsibilities are to:

Monitor the Company’s compliance with accounting, stock exchange and securities commission regulations and the integrity of its financial reporting process(es) and system(s) of internal and disclosure controls.

Ensure the independence and performance of the external auditors and oversee the development of internal auditing and control policies and capabilities.

Review the key risks to the integrity of the Company’s financial reporting and management of cash and indebtedness and evaluate the effectiveness of measures taken to manage such risk.

MEMBERSHIP AND ATTENDANCE AT MEETINGS

The Committee shall be comprised of three independent directors, taking into account the applicable rules and regulations of securities regulatory authorities and/or stock exchanges.

All Committee Members shall be financially literate and at least one of whom shall have accounting or related experience.

A majority of committee members will constitute a quorum and decisions will be determined by a (simple) majority of votes cast without the Committee Chair having a casting vote in the event of a tied vote.

Attendance at all or a portion of Committee meetings is determined by the Committee and would normally include the CFO and the external auditors and on occasion the CEO.

The Committee shall meet at least four times annually, or more frequently as circumstances dictate.

The Committee Chair will ensure that an agenda is prepared in consultation with management and the external auditors in advance of each meeting and that minutes of each meeting are taken and copied to the Committee members, the Board and CFO.

The Committee shall meet privately with the external auditors and management (separately) at least annually.

DUTIES AND RESPONSIBILITIES

Financial Reporting

Review the interim and annual financial statements and related reports including the management discussion and analysis, news releases, earnings guidance or other disclosures based on the Company’s financial statements and make recommendations to the Board regarding their approval prior to public disclosure.  Such reviews will include:

Consideration of the appropriateness of the Company’s significant accounting policies and principles and any proposed changes to them and make recommendations to the Board regarding their approval.  Review annually with management and the external auditors any emerging financial reporting issues and the possible future impact of them on the financial statements.

The existence and substance of significant provisions, accruals, management estimates and accounting judgements.

Any unusual or extraordinary events that may have a material effect on the financial statements, transactions with related parties and the adequacy of disclosures.

Review any ongoing or anticipated litigation, claim or other contingency, including income tax status and related reserves and any qualifications contained in letters of representation.

Assurances of compliance with covenants in trust deeds or loan agreements.

The evaluation and quantification of the principal business risks, uncertainties, commitments and contingent liabilities, including the Company’s related policies, control procedures and financing.

The Company’s financial risk management policies and practices relating to cash and indebtedness, including any off-balance sheet transactions.

Explanations for significant financial variances between years.

Review the Annual Information Form (AIF), Prospectuses, other offering memoranda and any other published document, focusing on any financial information contained in them, and make recommendations to the Board regarding their approval.

Assessment of the adequacy of procedures for management’s and the external auditors’ review of any public disclosure of financial information contained in, extracted or derived from the financial statements.

Review and discuss with management and the external auditors any correspondence with regulators or government agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies, principles or practices.

INTERNAL CONTROLS

Review with management and the external auditors the key risks to the integrity of the Company’s financial reporting and the quality of internal controls to ensure that management maintains an appropriate process to identify, evaluate the impact of and implement effective techniques to proactively manage such risks.

At the conclusion of the external audit of the annual accounts, review any comments and internal audit recommendations in the audit report and management’s responses.

Obtain the external auditors’ judgements about the quality, not just the acceptability, of the Company’s accounting policies, principles and practices.

Review management’s plans and monitor progress in implementing formal internal audit and control policies for the Company.

Review the quality and accuracy of computerized accounting systems, the adequacy of the protection against damage and disruption and the security of confidential information.

EXTERNAL AUDITORS

The external auditors are accountable to the Audit Committee, acting on behalf of the Board of Directors, as representatives of the shareholders.  The Audit Committee is responsible for overseeing the external audit process:

Review and approve the external audit plan, including its scope, staffing, locations, reliance on management and internal audit work and auditing methods.

Monitor the performance of and recommend annually to the Board of Directors including, if necessary, the selection of the external auditors to be nominated for appointment at the Annual Meeting of Shareholders.

Review and recommend to the Board the basis and amount of external audit fees required to conduct the external audit and provide related services.

Review and approve the Company’s arrangements for and any changes to specific categories of permitted audit-related and non-audit-related services from the external auditors after considering the possible impact of such services on external auditor independence.

Review and approve the Company’s policies regarding the hiring of current and former partners and employees of the Company’s present and former external auditors.

POLICY, LEGAL, AND SECURITY

The Audit committee is also responsible for the following related matters:

At least annually and before any significant new financing, assessment of the Company’s capital structure in terms of its level of indebtedness, debt structure, including covenants, credit availability, duration and key expiry dates

Review of the Company’s insurance policies, including directors’ and officers’ liability coverage, together with any resulting recommendations to the Board

Review incidents of internal fraud and other illegal acts and monitor the progress of any related investigations.

The Audit Committee is responsible for ensuring the establishment and management of a “Whistleblower” Policy for:

The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters.

The confidential, anonymous submission by employees of concerns about questionable accounting or auditing matters.

Annually review the directors’, officers’ and senior executives’ expenses, including the use of Company assets and any loans made by the Company to its directors, officers, employees and consultants, and their compliance with Company policies.

Review the Company’s programs for safeguarding physical assets, intellectual property and management information systems.

Following each meeting, the Committee Chair will report to the Board on the major discussions and decisions made by the Committee.

At least annually, the Committee will review, and amend if required, the Audit Committee Mandate and recommend such changes to the Board for approval.

COMMITTEE CHAIR

The fundamental responsibility of the Committee Chair is to be responsible for the management and effective performance of the Committee and provide leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board.  To that end, the Committee Chair’s responsibilities shall include:

Working with the Chairman of the Board and the Chief Executive Officer to establish the frequency of Committee meetings and the agendas for meetings;

Providing leadership to the Committee and presiding over Committee meetings;

Facilitating the flow of information to and from the Committee and fostering an environment in which Committee members may ask questions and express their viewpoints;

Reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee;

Leading the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate; and

Taking such other steps as are reasonably required to ensure that the Committee carries out its mandate.

POWERS

Audit Committee members and the Chair of the Committee shall be appointed by and serve at the pleasure of the Board.  The Committee has direct access to any records of the Company and its subsidiaries, to any employee of the organisation and the external auditors.  The Committee has the authority to initiate and conduct any investigation appropriate to fulfilling its responsibilities and retain independent counsel and other advisors for that purpose.

MEETINGS

The time and place of the meetings of the Committee, the calling of the meetings and the procedure in all things at such meetings shall be determined by the Committee unless otherwise determined by the by-laws of the Company or by resolution of the Board.

WHISTLEBLOWER POLICY
1. Purpose

1.1 This Whistleblower Policy outlines the procedure, which the Audit Committee is establishing, for the confidential, anonymous submission by employees of Vanadium One Energy Corp. (the “Corporation”) and third parties of any concerns that they may have regarding questionable accounting, internal accounting controls or auditing matters associated with the Corporation. This policy is posted on the Corporation’s website in order to make it available to external parties.

2. Responsibility

2.1 Employees, consultants and directors are required to submit and other external parties are requested to submit, all good faith concerns and complaints in respect of the accuracy and integrity of the Corporation’s accounting or auditing matters that may constitute a breach of the Corporation’s Code of Ethics (the “Code”). If you have any concerns about matters, which you consider questionable, incorrect, misleading, fraudulent or unethical, you are required to come forward with any such information, complaints or concerns, without regard to the position of the person or persons responsible for the subject matter of your complaint or concern. In “good faith” means a report which is made honestly, whether or not the person has all of the facts or is certain a breach has occurred; a report which is knowingly false would not be in good faith.

The Corporation will not tolerate any retaliation or reprisal against anyone who in good faith reports a potential breach of the Code or raises a concern with respect to whether certain conduct constitutes a breach.

2.2 The Audit Committee (the “Audit Committee”) of the Board of Directors of the Corporation is comprised of independent directors as defined by the applicable rules and regulations of the securities regulatory authorities and/or stock exchanges.

2.3 Any complaint to be made under this policy shall be submitted to the Audit Committee, via mail to or in writing to the corporate office, in a sealed envelope labeled as follows: To be opened by the Audit Committee only.

Supervisors who receive (or become aware) of a complaint from an employee are required to submit all complaints they receive to the Audit Committee in the manner described above and to senior management on a timely basis. Where a complaint involves a potentially significant impact on the financial results or an issue that involves senior management the matter shall be reported to the Audit Committee within 48 hours.

2.4 The Corporation’s lawyers may receive complaints regarding violations of the Code. They are required quarterly to report such complaints to the Audit Committee, except in a case where the complaint involves a potentially significant impact on the financial results or an issue that involves senior management, in which case, the matter should be reported to the Audit Committee within 48 hours.

2.5 If you have any questions, contact Jacques Arsenault, Chief Financial Officer.

3. Procedure

3.1 You should describe your concern in writing and should include sufficient information to allow the Audit Committee to understand and review your concern. If you wish your identity to be treated confidentially, you should state this in your communication.

3.2 If you wish to make an anonymous complaint, your written communication should clearly indicate this wish for anonymity.

3.3 All concerns should be forwarded to the Audit Committee in the manner described in Paragraph 2.3 above.

3.4 If you wish to discuss any matter with the Audit Committee, you should indicate this in your submission. In order to facilitate such a discussion, you may include a telephone number at which you can be contacted. Any such e-mails or envelopes received by the Corporation or Other Entities will be forwarded promptly and, in the case of envelopes, unopened to the Audit Committee.

3.5 All concerns are to be reviewed promptly following the receipt. The Audit Committee, at its discretion, will investigate complaints and take appropriate corrective actions. The Audit Committee has the authority to: conduct any investigation which it considers appropriate, and has direct access to Horwath Leebosh Appel, the external auditor of the Corporation, as well as officers and employees of the Corporation and Other Entities, as applicable; and retain, at the Corporation’s expense, special legal, accounting or such other advisors, consultants or experts it deems necessary in the performance of its duties.

In conducting any investigation, the Audit Committee shall use reasonable efforts to protect any request for your identity to be handled confidentially.

3.6 The Audit Committee will retain, as part of its records, any complaints or concerns for a period of no less than seven years. The Audit Committee will keep a written record of all such reports or inquiries and make quarterly reports of any ongoing investigation, which will include steps taken to satisfactorily address each complaint.