Policy - Media | Innovation Mining

Media Relations and Disclosure of Information Policy

Purpose
Aim to ensure that communications with the investing public about Innovation Mining (the Company) are:

1. Timely, factual, and accurate

2. Broadly disseminated
The Media Relations and Disclosure of Information Policy (the Policy) guides those individuals who possess confidential information relating to the business and affairs of Innovation Mining, such that any communication of such confidential information to the media and investing public is timely, factual, accurate, balanced, and broadly disseminated in accordance with applicable securities laws, instruments, rules and policies and regulatory requirements (collectively “Applicable Laws”)

The protection of confidential business information and trade secrets is vital to the interests and the success of Innovation Mining. Such confidential information includes, but is not limited to, the following examples:

• Compensation data
• Pending projects and proposals
• Computer processes
• Proprietary production processes
• Computer programs and codes
• Research & development strategies • Customer lists
• Scientific data
• Customer preferences
• Scientific formulae
• Financial information
• Scientific prototypes

All employees are required to sign a non-disclosure agreement as a condition of employment. Employees who improperly use or disclose trade secrets or confidential business information will be subject to disciplinary action, up to and including termination of employment and legal action, even if they do not actually benefit from the disclosed information.

Policy Statements
A decision as to whether any information relating to the business and affairs of Innovation Mining is to be disclosed is only to be made by the Disclosure Committee (the “Committee”) as described below.

The members of the Committee should understand Applicable Laws and the business and affairs of Innovation Mining so that they can make appropriate decisions as to whether to publicly disclose such information. Laws take precedence over “Interests of Innovation Mining.” The key question to be considered by the Committee in making such determination is whether the information would be considered material to, or by, investors. If the answer is yes, then Applicable Laws require that such information be publicly released forthwith, unless the Committee determines that such release would be unduly detrimental to the interests of Innovation Mining. If there is uncertainty among the members of the Committee as to whether such information is material, counsel should be consulted.
If a decision has been made to release any information relating to the business and affairs of Innovation Mining, then such information should be communicated factually, accurately, and in a balanced manner, without including unnecessary details, exaggerated reports or any other commentary that is designed to colour the public’s perception of the information either positively or negatively.
All investors are entitled to equal access to information relating to the business and affairs of Innovation Mining that is released by Innovation Mining and that may affect investment decisions.

“Equal access” can only be achieved by a press release issued through a national wire service, with all relevant information contained, or a reference to where all relevant information can be found, contained in the press release.

Preventing “unequal access” requires Innovation Mining to establish procedures to control confidential information relating to the business and affairs of the Company (“Confidential Information”) so that:
• Such information is not intentionally disclosed selectively by an individual who did not understand that the information was material and confidential; and
• It is not unintentionally released, for example through overheard conversations or carelessly placed documents.
If such procedures are not successful and an unauthorized disclosure of Confidential Information occurs, the Chief Executive Officer, Chief Financial Officer, and the Chair of the Board of Innovation Mining, if any, must be notified immediately. If the Confidential Information is material, Innovation Mining should issue a press release as soon as possible (and file a material change report, if required). If the Confidential Information is not material, Innovation Mining should give investors access to such Confidential Information through the website.

Scope
This Policy limits the discretion of the directors, the officers, and the other employees of Innovation Mining, any other person authorized to speak on behalf of Innovation Mining and all consultants and contractors of Innovation Mining (collectively “Applicable Persons”) who possess Confidential Information.

All forms of communication are subject to this Policy. This includes disclosure in documents filed with securities regulators, all financial and non-financial disclosure, including management’s discussion and analysis, and written statements made in the annual and quarterly reports, news releases, letters to shareholders of Innovation Mining, presentations by senior officers and information contained on the website of, and other electronic communications by, the Company.

This Policy extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media, speeches, press conferences and conference calls.

Materiality
Material information is any information relating to the business and affairs of Innovation Mining that has a significant effect or would reasonably be expected to have a significant effect, on the market price or value of securities of Innovation Mining. In determining whether information is material, the Disclosure Committee should consider whether it is information which a reasonable investor would likely consider important in making an investment decision.

The following are examples of information requiring disclosure:
• Changes in share ownership that may affect control of the Company;
• Changes in the corporate structure of the Company, such as a reorganization or amalgamation; • Take-over bids or issuer bids involving the Company;
• Material acquisitions or dispositions by the Company;
• Material changes in the capital structure of the Company;
• Borrowing, or establishing a facility which allows the borrowing of, a material amount of funds by the Company;
• A public or private sale of a material number of additional securities of the Company;
• Material changes in the mineral reserves or mineral resources of the Company;
• Firm evidence of material increases or decreases in the near-term earnings prospects of the Company;
• Changes in the capital investment plans or corporate objectives of the Company;
• Material changes in the management of the Company;
• Litigation which may have a material impact on the Company;
• Major labour disputes involving, or disputes with major contractors or suppliers of, the Company;
• The occurrence of a material event of default under any material financing or other agreement to which the Company is a party; and
• Any other matter relating to the business and affairs of the Company that would reasonably be expected to significantly affect the market price or value of any securities of the Company or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions.

Accountability
The Board (or the appropriate committee of the Board) should review and assess the adequacy of this
Policy from time to time, and at least annually, and if reviewed and assessed by a committee of the Board, such committee should submit any proposed amendments to the Board for consideration; and review in advance of public release:
• any earnings guidance, and
• (any news release containing financial information based upon financial statements and management’s discussion and analysis that have not previously been released.

The Disclosure Committee shall be composed of the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer (if any) and the Vice-President, Investor Relations (if any), of Innovation Mining. The Vice-President, Investor Relations, if any, shall be the Chair of the Committee and the Corporate Disclosure Manager for purposes of this Policy.
If a Vice-President, Investor Relations does not exist, the Chief Financial Officer will act in such capacities.

The Committee should:
• Establish procedures to control Confidential Information;
• Determine the need for a qualified person with regard to exploration matters;
• Set benchmarks for the preliminary assessment of materiality;
• Meet as required and keep minutes of all meetings;
• Determine when matters justify public disclosure and determine what information should be disclosed and, if there is uncertainty as to whether certain information is material, the Committee should consult with counsel;
• Approve press releases of the Company before distribution;
• Determine if information should remain confidential, how that information will be controlled and, if applicable, cause a confidential material change report to be filed with applicable securities regulators, and periodically (and in any event at least every ten days) review its decision to keep the information confidential and advise the applicable securities regulators of such decision;
• Assure that the directors, officers, other employees, consultants, contractors and any other spokespersons of the Company have adequate training and understand this Policy;
• Keep the stock exchanges on which securities of the Company are listed informed of current contact information for the spokespersons of the Company; and
• Review contracts planned to be signed to determine whether a confidentiality agreement is required.
The Chief Executive Officer should:
• Report to the Board regarding the effectiveness of, and compliance with, this Policy;
• Provide any required assistance to the Corporate Disclosure Manager; and
• Be accountable to the Board for the effectiveness of, and compliance with, this Policy.
The Chief Financial Officer should also provide any required assistance to the Corporate Disclosure Manager.
The Vice-President, Investor Relations, if any, (or Chief Financial Officer if a Vice-President, Investor Relations does not exist) is the Chair the Committee; and the Corporate Disclosure Manager and, acting as Corporate Disclosure Manager, should:
• Ensure that the Company complies with the continuous disclosure requirements to which the Company is subject,
• Oversee and co-ordinate the disclosure of information to the stock exchanges, analysts, shareholders, the media, and the public,
• Educate the Board, the senior officers, and the other employees of the Company on the disclosure policies and procedures of the Company,
• Review all briefings and discussions with analysts to ensure that shareholders are not denied access to any significant background information given to analysts,
• Approve all briefings, presentations, and other information disclosures,
• Maintain accurate records of all disclosures of information by the Company, whether the information is material or not;
• Report and make recommendations to the Board on disclosure issues, and
• Manage and respond to inquiries from analysts and investors.
All applicable people, and where required by law, shall:
• Not disclose Confidential Information unless it is required to do so in the necessary course of business of the Company and, if disclosed, ensure that:
• Those persons that receive the Confidential Information in the necessary course of business are advised that such information is to be kept confidential; and
• Outside parties (contractors) are asked to confirm their commitment to the non-disclosure of the Confidential Information and not to trade in any securities of the Company in a written confidentiality agreement;
• Not trade securities of the Company based on any material Confidential Information;
• Keep documents and files containing Confidential Information in a safe place to which access is restricted to individuals who “need to know” that Confidential Information in the necessary course of business, and code names should be used when advisable;
• Not discuss confidential matters in places where the discussion may be overheard, such as elevators, hallways, restaurants, airplanes or taxis;
• Not read or display confidential documents in public places and not discard confidential documents where others can retrieve them and, wherever possible, such documents should be shredded;
• Maintain the confidentiality of the Confidential Information in their possession outside of the office as well as at the office;
• Transmit documents by electronic means, such as by fax or directly from one computer to another, only where it is reasonable to believe that the transmission can be made and received under secure conditions;
• Avoid unnecessary copying of confidential documents;
• Documents containing Confidential Information should be promptly removed from conference rooms and work areas after meetings have concluded and extra copies of confidential documents should be shredded or otherwise destroyed;
• Restrict access to confidential electronic data through the use of passwords; and
• Report any unauthorized disclosure of Confidential Information to the Corporate Disclosure Manager.

Procedures

Pre-Notification to Exchange:
The only individuals authorized to send any such press release are the Chief Executive Officer and the Chief Financial Officer, or such other appropriate person as the Committee may designate or instruct from time to time.
Dissemination of Material Information:

Innovation Mining should release all press releases by a wire service that provides national and simultaneous coverage. Such wire service must meet the following criteria:
• Dissemination of the full text of the press release to the national financial press and to daily newspapers that provide regular coverage of financial news;
• Dissemination to all members of the stock exchanges on which securities of the Company are listed; and
• Dissemination to all relevant regulatory bodies.
Information posted on the Innovation Mining web site must not be misleading and must be kept up to date and accurate. No material information may be posted on the web site that has not first been publicly disclosed via press release.
As a general practice, Innovation Mining should not post any investor relations information on the web site that is prepared by a third party, unless the information was prepared on behalf of Innovation Mining or is general in nature and not specific to the Company.

Quiet Period:
Innovation Mining will decline discussions with the investor community relating to financial performance during the two-business day period which precedes the release of any quarterly or annual financial information. During such two-business day period, the Company may, however, respond to strictly factual questions concerning publicly available and/or non-material information unrelated to the financial information or the financial performance of Innovation Mining.

Briefing Analysts, Investors, and the Media:
Innovation Mining recognizes that analysts are important conduits for disseminating corporate information to the investing public and that analysts play a key role in interpreting and clarifying existing public data and in providing investors with background information and details that cannot practically be put in public documents.

Innovation Mining also recognizes that meetings with significant investors are an important element of the investor relations of the Company. Innovation Mining will meet with analysts and investors on an individual or small group basis as needed and will initiate contacts or respond to analyst and investor calls in a timely, consistent, and accurate fashion in accordance with this Policy.

In connection with any meetings with analysts, investors, or the media:
• Innovation Mining recognizes that disclosure in individual or group meetings does not constitute adequate disclosure of information that is considered material non-public information;
• If Innovation Mining intends to announce material information at an analyst or shareholder meeting or a press conference or on a conference call, the announcement must be preceded by a press release as no selective disclosure should be made in advance of the press release;
• Innovation Mining will provide only non-material information through individual and group meetings, in addition to information which has been previously publicly disclosed, recognizing that an analyst or investor may construct this information into a model that could result in material information;
• Innovation Mining will, upon request, provide the same sort of detailed, public, non-material information to individual investors or reporters that it has provided to analysts and institutional investors and may post this information on the web site;
• the policy of Innovation Mining is generally not to comment on draft analyst reports and analysts reports will not be posted on the web site;
• Innovation Mining may post on the web site a complete listing, regardless of the recommendation, of all of the investment firms and analysts who provide research coverage on the Company. However, if provided, this list will not include links to the analysts’ or any other third-party web sites or publications;
• Analysts are free to prepare reports on Innovation Mining but should do so based on the permanent information record consisting of public disclosure documents filed with securities administrators and stock exchanges, together with information provided in any quarterly investor information meetings described below; and
• Where analysts or other market professionals are seeking clarification on factual matters from the Company, Innovation Mining should generally provide information in written form to ensure the information is accurate. However, no draft report or model should be retained if provided by Innovation Mining. It is imperative that the control of this process be centralized through, and that all inquiries from analysts be directed to, the Corporate Disclosure Manager.

Future Financial Performance:
With respect to questions from the investor community, it is the policy of Innovation Mining not to respond to detailed questions on financial performance, except in the case of historical performance. Comments on future performance will generally be limited to statements dealing with operating performance, as well as economic conditions such as overall market demand.

Comments on future performance, if made, will not be made in one-on-one meetings but should be made in the context of conference calls to which open access is generally permitted.

Innovation Mining should begin conference calls with a caution with respect to any statements that may be made of a forward-looking nature to ensure that participants are fully aware of the risks associated with such statements in light of the business risks to which Innovation Mining is subject. Such caution must go beyond mere boilerplate and be substantive and tailored to the specific future estimates or opinions that are being made. Advice must also be provided concerning the practice of the Company for updating such forward-looking statements.

Material Change Reports:
In addition to issuing a press release, if the material information also constitutes a “material change”, a material change report must be filed with the relevant securities commissions as soon as practicable and in any event, within ten days of the material change. A “material change” includes any change in the business, operations, or capital of Innovation Mining that would reasonably be expected to have a significant effect on the market price or value of securities of the Company.
All material change reports shall be reviewed by the Committee, or such other appropriate officer of Innovation Mining as the Committee may designate or instruct from time to time.

Keep a Record of Disclosures:
The Corporate Disclosure Manager should maintain files of all disclosure documents, including press releases, regulatory filings, annual reports and quarterly reports, management speeches and analyst presentations.

Forward-Looking Information:
Should Innovation Mining provide the investment community with any forward-looking information, the Company will ensure that such statements, whether oral or written, are identified as forward-looking statements and that they are accompanied by meaningful cautionary language identifying important factors that could cause actual results to differ materially from those projected in the statement, all in accordance with Applicable Laws.

To the extent possible, Innovation Mining will also endeavour to update forward-looking statements which change materially.
Responsibility for Electronic Communications

This Policy also applies to electronic communications. Accordingly, officers and other employees responsible for written and oral public disclosures are also responsible for electronic communications.

The Corporate Disclosure Officer is responsible for updating the investor relations section of the web site and for monitoring all information placed on the web site to ensure that it is accurate, complete, up to date and in compliance with Applicable Laws.
Disclosure on the web site alone does not constitute adequate disclosure of information that is considered material non-public information. Any disclosure of material information on the web site will be preceded by the issue of a news release. All continuous disclosure documents as well as all supplemental information provided to analysts, institutional investors and other market professionals will be provided in the web site. All information posted, including text and audiovisual material, will show the date the material was issued. Any material changes in any information posted on the web site must be updated immediately, following the issue of a news release. The web site will include a notice that advises the reader that the information was accurate at the time of posting but may be superseded by subsequent disclosures.

The Corporate Disclosure Manager:
• Should maintain a log indicating the date that material information is posted and removed from the Investor Relations section of the web site and ensure that documents filed with securities regulators are maintained on the web site for a minimum of two years;
• Must approve all links from the web site to third-party web sites, and the web site will include a notice that advises readers that they are leaving the web site of the Company and that the Company is not responsible for the contents of the other site; and
• Is responsible for all responses to all electronic inquiries and only public information or information that could otherwise be disclosed in accordance with this Policy shall be used to respond to electronic inquiries.

Policy Review
This Policy shall be reviewed, and amendments proposed as necessary, by the Committee. All amendments must be approved by the Corporate Governance and Nominating Committee or the Board.

Each new employee of Innovation Mining will be provided with a copy of this Policy and informed that they are required to read and understand it.

This Policy will be brought to the attention of each employee of Innovation Mining on at least an annual basis and any amendment to this Policy will be brought to the attention of each employee upon hiring.

Duane Nelson

President & CEO

Innovation Mining Inc.