Corporate Governance

Corporate Governance Principles and Guidelines

The Board of Directors ("Board") is responsible for the supervision of the management of the Company and for approving the overall direction of the Company in a manner that is in the best interests of the Company and its stakeholders. The Board will participate fully in assessing and approving strategic plans and material prospective decisions proposed by management. To ensure that the principal business risks that are borne by the Company are appropriate, the Board will receive periodic reports from management on the Company's assessment and management of such risks. The Board will regularly monitor the financial performance of the Company, including receiving and reviewing detailed financial information contained in management reports.

The Board will monitor the activities of the senior management through regular meetings and discussions amongst the Board and between the Board and senior management. The Board will hold regular meetings at least four times per year. Additional meetings will be held to address special items of business.

These Principles and Guidelines include the concept that:

  1. the Board adopt a Corporate Communications Policy, and
  2. the Board directly and through its Audit Committee, regularly assess the integrity of the Company's internal control and management information systems.

Composition and Independence of the Board of Directors

Principles and Guidelines to which the Board aspires include:

  1. the Board determining the status of each director as an “independent” director, based on the meaning of “independence” in National Instrument 58-101 Disclosure of Corporate Governance Practices,
  2. the Board be constituted with a majority of directors who are independent,
  3. the Board examining its size with a view to determining the impact of the number of directors upon the effectiveness of the Board,
  4. the Board establishing procedures to enable the Board to function independently of management, and
  5. the Board implementing a system which enables an individual director to engage an outside advisor at the expense of the Company in appropriate circumstances.

Committees of the Board of Directors

Given the aspirations outlined above, the Board will

  1. establish committees of the Board generally composed of independent directors,
  2. expressly assume responsibility, or assign to a committee of directors responsibility for the development of the Company’s approach to governance issues,
  3. populate the Audit Committee with a majority of independent directors, and
  4. appoint a Compensation, Nomination and Governance Committee. This Committee will review, report and, where appropriate,
    1. provide recommendations to the Board proposing new nominees to the Board and other succession planning matters, and
    2. in conjunction with the Board,
      1. monitoring the performance and compensation of senior management,
      2. assessing directors on a on-going basis, and
      3. monitoring corporate governance issues, and where appropriate, recommending to the Board, changes in corporate governance policy.

Limitation of Management's Responsibilities and Authority

The mandate of the Chief Executive Officer ("CEO") is to be responsible for managing the day-to-day operations of the Company, which includes the supervision of the senior management team, the Company's outside consultants and exploration staff. The CEO is responsible for the implementation of the Company's corporate objectives and the resolutions of the Board and the appropriate and timely feedback of the results of these efforts.

Recruitment of New Directors and Assessment of Board Performance

These Principles and Guidelines aspirations also include, in conjunction with the Compensation and Nomination Committee,

  1. the Board implementing a process for assessing the effectiveness of the Board and the committees of the Board and the contribution of individual directors,
  2. the Company providing an orientation and education program for new directors, and
  3. the Board reviewing the adequacy and form of compensation of directors and ensuring that the compensation realistically reflects the responsibilities and risks involved in being an effective director.

Charter of the Audit Committee


The purpose of the Audit Committee will be to:
  • Provide independent review and oversight of the Company's financial reporting process and continuous disclosure risks.
  • Management of the audit process including selection recommendation, oversight and compensation of the Company's external auditors.
  • Provide oversight of the company's risk management , its principal business risks and its internal control of financial reporting
  • Carry out oversight responsibilities respecting compliance with tax, securities and other applicable laws and regulations as well as ethics, the code of conduct and the whistle-blower policy;


The Committee will be comprised of a minimum of three directors as designated by the Board of directors.

Each Committee member shall be elected annually from among Board members at the first Board meeting following the annual general meeting of shareholders or at such other time as the Board may determine. Following such election each Committee member shall hold office for the ensuing year or until the member resigns, is removed by the Board or ceases to be a Director. The Board may at any time change the composition of the Committee by adding or removing members and may fill a vacancy when a Committee member resigns, is removed or for any other reason.

Each Committee member shall be independent as determined by the Board and in accordance with governing corporate and securities laws and applicable stock exchange standards.

All members of the Committee shall be financially literate within the meaning of the applicable securities laws. At least one member of the Committee shall be financially sophisticated which could include a professional accounting designation or past experience in accounting or finance.

The Board shall appoint the Committee Chair and the Secretary of the Company shall be the Committee Secretary.


  1. The Committee will meet as frequently as necessary as determined by the Committee Members and Committee Chair in order to fill the responsibilities described below and in any event at least 4 times per year.
  2. A quorum for a meeting of the Committee shall be a majority of Committee members. No Committee meeting shall be duly constituted and no Committee business shall be transacted at a meeting unless a majority of the members of the Committee are present. The Committee may also act by unanimous written consent of each of its members.
  3. Meeting Agendas will be prepared by the Chair and provided in advance to Committee members along with appropriate briefing materials.
  4. The Chief Executive Officer shall be available to advise the Committee, shall receive notice of all Committee Meetings and may attend meetings at the invitation of the Committee Chair. Any Company Director may attend meetings at the Chair's invitation but may not vote and may not be included for the purposes of quorum requirement.
  5. The proceedings at the Committee meetings will be recorded in minutes of the Committee and after each meeting, the Committee Chair shall report at the Board's next meeting or otherwise respecting the matters discussed, recommendations and resolutions made and actions taken at the Committee meeting.
  6. The Committee may make such procedures and rules as it deems appropriate including rules relating to the holding of meetings in person, by telephone or, if consented to by other Committee members, through the use of any other communication medium which allows all members attending the meeting to hear each other.
  7. The Committee may engage outside consultants to advice in matters relating to its mandate at the Company's expense, without the prior approval of the directors of the Company and after consultation with CEO.


The Chair of the Committee shall have the duties and responsibilities set forth in Appendix "A".

Responsibilities and Duties

The Committee shall have the following responsibilities:
  1. Review and update the Charter periodically.
  2. Oversight of the Company's financial reporting process and continuous discolsure.
    • Review the Company's annual and quarterly financial statements and accompanying MD&A .
    • Monitor financial information that is disseminated to the public or regulatory bodies.
    • Review the annual budget process and adherence thereto.
  3. Oversight of risk management and control.
    • Identify the principal business risks to the company
    • Monitor and review the company's risk management
    • Review internal control over financial reporting and disclosure control
    • Monitor financial statement risk
  4. Oversight of external audit activities
    • Review annually the performance of the external auditors.
    • Review and approve the Audit Plan and Engagement Letter as presented by the external auditors.
    • Confirm the independence of external auditors.
    • Meet with external auditors to review the results of the annual audit.
    • Review the compensation of external auditors.
    • Be advised of and approve any non-audit services provided by external auditors.
    • Recommend to the Board the selection, and where applicable, the replacement of the external auditors nominated annually for shareholder approval.
    • Perform a comprehensive review of the external audit function at least every three years.
  5. Oversight of other responsibilities
    • Monitor compliance with tax and securities laws and regulations
    • Manage the Whistle Blowing function
    • Review corporate ethics and codes of conduct
    • Review of senior executive expenses and consulting expenses

Appendix "A"
Audit Committee - Position Description

The Chair of the Committee shall be principally responsible for overseeing the operations and affairs of the Committee and, in particular, will:
  1. Schedule and settle the agenda for Committee meetings with input from other Committee members, the Chair of the Board of directors and management as appropriate;
  2. Facilitate the timely, accurate and proper flow of information to and from the Committee and the Board;
  3. Chair Committee meetings, including stimulating debate, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual members and confirming the clarity regarding decision making is reached and adequately recorded;
  4. Hold in-camera sessions as part of Committee meetings;
  5. Ensure that an appropriate system is in place to assess the performance of the Committee as a whole, the Committee's individual members and make recommendations for changes when appropriate;
  6. Carry out such other duties as may reasonably be requested by the Board.
Original Approval Date:
Date last Revised and Approved: March 25, 2014
Approved by: Nominating and Governance Committee and Board of Directors

Whistleblower Policy

Whistleblower Policy

Securities Regulators in Canada have established rules requiring the audit committees of public companies to develop procedures for complaints received regarding accounting, internal accounting controls or auditing matters, and for a confidential, anonymous submission procedures for employees who have concerns regarding questionable accounting or auditing matters. To meet these requirements, the Company's Audit Committee of the Board of Directors has developed this Whistleblower Policy,

Reporting Responsibility

It is the responsibility of all directors, officers and employees, including contract employees and consultants, to comply with the law and the Company's policies, and to report any wrong doing or violations or suspected violations, including those relating to accounting, internal accounting controls, questionable accounting or auditing matters, in accordance with this Whistleblower Policy,

No Retaliation

No director, officer or employee who in good faith files a complaint, submits a concern or reports any wrongdoing or a violation or suspected violation shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has made such a filing, submission or report in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Company rather than seeking resolution outside the Company.

Acting in Good Faith

Anyone filing a complaint, submitting a concern or reporting wrongdoing or a violation, or suspected violation, must be acting in good faith and have reasonable grounds for believing the information disclosed. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Reporting Procedure

Anyone with a complaint or concern about the Company should try to contact their supervisor or manager responsible for the group which provides the relevant service, recognizing however, that this depends on the seriousness and sensitivity of the issues involved and who is suspected of wrongdoing. As an alternative, complaints or reports under this Whistleblower Policy may be submitted on a confidential basis, and concerns of employees regarding questionable accounting or auditing matters may be submitted on a confidential, anonymous basis, to Whistleblower Security Inc., an independent third party reporting service retained by the Company for reporting services only. All reports received by Whistleblower Securities are forwarded directly to the Chair of the Audit Committee for further investigation.

Whistleblower Securities Inc. may be contacted in any of the following ways:

Callers to the hotline and submissions online will have the ability to remain anonymous if they choose.

Confidentiality requested under this Whistleblower Policy will be respected. Use of a non-identifiable third party e-mail address may be used to maintain anonymity.

Employment-related concerns should continue to be reported through normal channels such as a supervisor or manager.

Handling of Reports

The Audit Committee of the Board of Directors shall address all reports submitted to it of complaints or concerns, including those regarding wrongdoing, corporate accounting practices, internal accounting controls or auditing matters. All reports submitted to the Audit Committee of the Board of Directors will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

Code of Business Conduct and Ethics

  1. Introduction

    We require high standards of professional and ethical conduct from our employees. Our reputation with our shareholders, business partners, prospective investors and other stakeholders for honesty and integrity is key to the success of our business. No employee will be permitted to achieve results through violations of laws or regulations, or through unscrupulous dealings.

    We intend that the Company's business practices will be compatible with the economic and social priorities of each location in which we operate. Although customs vary by country and standards of ethics may vary in different business environments, honesty and integrity must always characterize our business activity. If a law conflicts with a policy in this Code, an employee must comply with the law; however, if a local custom or policy conflicts with this Code, employees must comply with the Code. If employees have any questions about these conflicts, they should ask their supervisor how to handle the situation.

    This Code reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply.

    Please read this Code carefully.

    In addition to following this Code in all aspects of your business activities, employees are expected to seek guidance in any case where there is a question about compliance with both the letter and the spirit of our policies and applicable laws. This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. This Code does not supersede the specific policies and procedures that are or may be covered in the Company's operating manuals or in separate specific policy statements. References in this Code to the "Company" means Sabina Silver Corporation or any of its subsidiaries.

    Reference to "employees" includes officers and directors.

    Those who violate the standards set forth in this Code will be subject to disciplinary action up to and including dismissal.

    If an employee is in a situation that they believe may violate or lead to a violation of this Code, they should follow the guidelines described in Section 16 below.

    Cooperation from all is necessary to the continued success of our business and the cultivation and maintenance of our reputation as a good corporate citizen.
  2. Compliance With Laws, Rules and Regulations

    Compliance with the letter and spirit of all laws, rules and regulations applicable to our business is critical to our reputation and continued success. All employees must respect and obey the laws of the cities, provinces, states and countries in which we operate and avoid even the appearance of impropriety. Not all employees are expected to know the details of these laws, but it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. The Company may hold information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws.
  3. Conflicts of Interest

    A conflict of interest occurs when an individual's private interest interferes, or appears to interfere, in any way with the interests of the Company. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform their work for the Company objectively and effectively. Conflicts of interest also arise when an employee, or a member of their family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between the Company and any other organization in which the employee or any member of their family have an interest.

    Activities that could give rise to conflicts of interest are prohibited unless specifically approved by the Board of Directors or the Audit Committee. It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interests should be reported immediately to a supervisor or the Company's general legal counsel.
  4. Corporate Opportunities

    Employees are prohibited from taking for themselves personally opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Employees are also prohibited from competing with the Company directly or indirectly. Employees owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises.
  5. Confidentiality

    Employees must maintain the confidentiality of information entrusted to them by the Company or that otherwise comes into their possession in the course of their employment, except when disclosure is authorized or legally mandated. Employees may be required to execute a standard form confidentiality agreement upon starting employment or from time to time during the course of employment. The obligation not to disclose confidential information continues even after an employee has left the Company.

    Confidential information includes all non-public information that may be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us.
  6. Protection and Proper Use of Company Assets

    All employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. Any suspected incidents of fraud or theft should be immediately reported for investigation.

    Company assets, such as funds, products or computers, may only be used for legitimate business purposes or such other purposes as may be approved by management. Company assets may never be used for illegal purposes.

    The obligation to protect Company assets includes proprietary information.

    Proprietary information includes any information that is not generally known to the public or would be helpful to our competitors. Examples of proprietary information include intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data or reports. Unauthorized use or distribution of this information is a violation of Company policy. It may also be illegal and may result in civil and criminal penalties. The obligation not to disclose proprietary information continues even after an employee has left the Company.
  7. Fair Dealing

    We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information obtained without the owner's consent or inducing the disclosures of proprietary information or trade secrets by past or present employees of other companies is prohibited. Each employee should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
  8. Discrimination and Harassment

    We value the diversity of our employees and are committed to providing equal opportunity in all aspects of employment. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. Employees are encouraged to speak out when a co-worker's conduct makes them uncomfortable, and to report harassment when it occurs.
  9. Safety and Health

    We are all responsible for maintaining a safe and healthy workplace by following safety and health rules and practices. The Company is committed to keeping its workplaces free from hazards. Please report any accidents, injuries, unsafe equipment, practices or conditions immediately to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited.

    In order to protect the safety of all employees, employees must report to work in condition to perform their duties and free from the influence of any substance that could prevent them from conducting work activities safely and effectively. The use of illegal drugs in the workplace is prohibited.
  10. Financial Statements and Recordkeeping

    Honest and accurate recording and reporting of information is critical to our financial reporting and our ability to make responsible business decisions. The Company's accounting records are relied upon to produce reports for the Company's management, shareholders, creditors, governmental agencies and others. Our financial statements and the books and records on which they are based must truthfully and accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls. A separate Code of Ethical Conduct for Financial Managers forms part of this Code as Schedule "A".

    All employees have a responsibility to ensure that the Company's records, including accounting records, do not contain any false or intentionally misleading entries. We do not permit intentional misclassification of transactions as to accounts, departments or accounting periods. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.

    All Company books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Company transactions and must conform to both applicable legal requirements and the system of internal controls of the Company. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable laws or regulations.

    Business records and communications may become public through legal or regulatory investigations or the media. We should avoid exaggeration, derogatory remarks, legal conclusions or inappropriate characterizations of people and companies. This applies to communications of all kinds, including e-mail and informal notes or interoffice memos. Records should be retained and destroyed in accordance with the Company's records storage and retention policy.
  11. Use of E-Mail and Internet Services

    E-Mail systems and internet services are provided to help us do work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose. An employee may not access, send or download any information that could be insulting or offensive to another person, such as sexually explicit material or jokes, unwelcome propositions, ethnic or racial slurs, or any other message that could be viewed as harassment. Also remember that "flooding" our systems with junk mail and trivia hampers the ability of our systems to handle legitimate Company business and is prohibited.

    Employees should not download copyrighted materials, should not copy material that is not licensed to the Company and should follow the terms of a license when using material that is licensed to the Company. No changes should be made to licensed materials without the prior consent of the Company. In addition, employees are discouraged from downloading games and screensavers, as these are common sources of viruses.

    Messages (including voice mail) and computer information are considered the Company's property and there should not be any expectation of privacy. Unless prohibited by law, the Company reserves the right to access and disclose this information as necessary for business purposes. Employees should use good judgment, and should not access, send messages or store any information that they would not want to be seen or heard by other individuals.
  12. Political Activities and Contributions

    We respect and support the right of our employees to participate in political activities. However, these activities should not be conducted on Company time or involve the use of any Company resources such as telephones, computers or supplies. Employees will not be reimbursed for personal political contributions.

    We may occasionally express our views on local and national issues that affect our operations. In such cases, Company funds and resources may be used, but only when permitted by law and by our strict guidelines. The Company may also make limited contributions to political parties or candidates in jurisdictions where it is legal and customary to do so. No employee may make or commit to political contributions on behalf of the Company without the approval of senior management.
  13. Gifts and Entertainment

    Business gifts and entertainment are customary courtesies designed to build goodwill among business partners. These courtesies include such things as meals and beverages, tickets to sporting or cultural events, discounts not available to the general public, travel, accommodation and other merchandise or services. In some cultures they play an important role in business relationships. However, a problem may arise when such courtesies compromise -- or appear to compromise -- our ability to make objective and fair business decisions.

    Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business relationship should be avoided. These guidelines apply at all times, and do not change during traditional gift-giving seasons. No gift or entertainment should ever be offered, given, provided or accepted by any director or employee of the Company, or by any family member of a director or employee, unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any applicable laws or regulations. If it is uncertain whether any gifts or proposed gifts are appropriate then a supervisor should be consulted.
  14. Waivers of this Code of Business Conduct and Ethics

    Any waiver of this Code with respect to a director or officer of the Company may be made only by the Board of Directors or the Audit Committee. Any such waiver will be promptly disclosed to the extent required by applicable laws or stock exchange regulations.
  15. Reporting of any Illegal or Unethical Behavior

    We have a strong commitment to conduct our business in a lawful and ethical manner. Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation and to report violations of laws, rules, regulations of this Code. We prohibit retaliatory action against any employee who, in good faith, reports a possible violation. It is unacceptable to file a report knowing it to be false.
  16. Compliance Procedures
    • This Code cannot, and is not intended to, address all of the situations an employee may encounter. There will be occasions where an employee is confronted by circumstances not covered by policy or procedure and where one must make a judgment as to the appropriate course of action. Since we cannot anticipate every situation that may arise, it is important for the Company to set forth a general way to approach a new question or problem. These are the steps to keep in mind:
    • Make sure you have all of the facts. In order to reach the right solutions, you must be as fully informed as possible.
    • Ask yourself what you are specifically being asked to do. This analysis will enable you to focus on the specific issues that are raised and the available alternatives. Use your judgment and common sense. If something seems unethical or improper, it probably is.
    • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and to discuss the problem.
    • Discuss the problem with your supervisor. This approach is best in most if not all situations. Your supervisor may be more knowledgeable about the issue and will appreciate being brought into the process. It is a supervisor's responsibility to help you to solve problems.
    • Seek help from Company resources. In the rare instance in which it may not be appropriate to discuss an issue with your supervisor, or in which you feel uncomfortable approaching your supervisor, discuss the problem with the Company's general legal counsel. If you prefer to write, address your concerns to the Company's general legal counsel or the Chief Executive Officer.
    • You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, the Company will protect your anonymity. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations. An officer or employee who retaliates against someone who has reported an ethical violation in good faith is subject to discipline up to and including termination of employment. These procedures are intended to encourage and enable employees and others to raise serious concerns within the Company rather than seeking resolution outside the Company.
    • Ask first. If you are unsure of the proper course of action, seek guidance before you act.

Schedule "A": Code of Ethical Conduct for Financial Managers


This Code of Ethical Conduct for Financial Managers ("Code") applies to all Financial Managers of Sabina Silver Corporation (the "Company"). Financial Managers are the Company's principal executive officer, principal financial officer, principal accounting officer(s), controller or any person performing similar functions.

This Code covers a wide range of financial and non-financial business practices and procedures. This Code does not cover every issue that may arise, but it sets out basic principles to guide all Financial Managers of the Company. If a law or regulation conflicts with a policy in this Code, the Financial Manager must comply with the law or regulation. If a Financial Manager has any questions about this Code or potential conflicts with a law or regulation, they should contact the Company's Board of Directors, Audit Committee or the Company's general legal counsel.

Each Financial Manager shall recognize that Financial Managers hold an important and elevated role in corporate governance. They are uniquely capable and empowered to ensure that the Company's, its stockholders' and other stakeholders' interests are appropriately balanced, protected and preserved. Accordingly, this Code provides principles to which Financial Managers are expected to adhere and advocate. The Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to the Company, the stockholders, other stakeholders and the public.

Financial Code Principles and Responsibilities

Financial Managers shall adhere to and advocate to the best of their knowledge and ability the following principles and responsibilities governing their professional and ethical conduct.

  1. Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. A "conflict of interest" exists when an individual's private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.
  2. When disclosing information to constituents, provide them with information that is accurate, complete, objective, relevant, timely and understandable. Reports and documents that the Company files with the Securities and Exchange Commission or releases to the public shall contain full, fair, accurate, timely and understandable information. The principal Executive Officer and principal Financial Officer shall review the annual and quarterly reports, certify and file them with the Securities and Exchange Commission(s).
  3. Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
  4. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated.
  5. Protect and respect the confidentiality of information acquired in the course of their work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of their work shall not be used for personal advantage.
  6. Achieve responsible use of and control over all assets and resources employed by or entrusted to them.
  7. Promptly report code violations to the Company's Chairman of the Board and Audit Committee Chairman.

Waivers of the Code

Any waiver of this Code for Financial Managers may be made only by the Audit Committee of the Board of Directors and will be promptly disclosed as required by law or the private regulatory body. Requests for waivers must be made in writing to the Company's Chairman of the Board and Audit Committee Chairman prior to the occurrence of the violation of the Code.

Reporting of Violations of the Code, Illegal or Unethical Behavior

Financial Managers should report observed violations of the Code and illegal or unethical behavior to the Company's Chairman of the Board and Audit Committee Chairman. All reports will be treated in a confidential manner and it is the Company's policy to not allow retaliation for reports made in good faith of misconduct by others. The Company's Audit Committee will lead all investigations of alleged violations or misconduct. Financial Managers are expected to cooperate in internal investigations of misconduct and violations of this Code.

Violations of the Code

Financial Managers who violate the standards of this Code will be subject to disciplinary action, which may include termination of employment, civil action and/or referral to law enforcement agencies for criminal prosecution.

Charter of the Compensation Committee


The purpose of the Compensation Committee will be to:
  • To assess the Company's policies and practices respecting compensation of senior officers and directors of the Company and to advise the Company's Board of Directors (the "Board") respecting the same; and
  • To oversee the preparation of the Company's public disclosure regarding executive compensation practices.


The Committee will be composed of at least 3 directors of the Company, all of whom shall be independent directors as required by National Instrument 58-101. The members of the Committee and the Committee Chair will be appointed by the Board and will serve until they resign, are removed by the Board, or their successors are appointed by the Board. The Board may at any time change the composition of the Committee by adding or removing members. Where a Committee Member ceases to be a Committee member (as a result of resignation, removal or for any other reason), the Board may fill the resulting casual vacancy. A member of the Committee who ceases to be a director shall also cease to be a member of the Committee.


  1. The Committee will meet at least 2 times a year and may schedule such additional meetings as the Committee members or the Committee Chair determine to be necessary for the performance of the Committee's duties.
  2. A quorum for a meeting of the Committee shall be a majority of the members of the Committee. No Committee meeting shall be duly constituted and no Committee business shall be transacted at a meeting unless a majority of the members of the Committee are present.
  3. At each meeting the Committee shall designate a member or some other person to record the proceedings of the meeting and to prepare minutes of the Committee meeting. After each meeting, the Committee shall provide a report to the Board respecting the matters discussed, recommendations and resolutions made and actions taken at the meeting.
  4. A committee member may participate in a meeting in person, by telephone or, if consented to by other Committee members, through the use of any other communication medium which allows all members attending the meeting to hear each other.
  5. The Committee may pass resolutions or otherwise take actions without holding a meeting if all of the members of the committee consent to such action or resolution in writing.
  6. Board members who are not Committee members may attend Committee meetings at their discretion. The Committee may request the presence of the chief executive officer and other members of senior management at Committee meetings if the Committee is of the view that their input will be necessary or useful in the context of matters to be discussed at a meeting.
  7. The Committee may, at the Company's expense (provided such expense is not unreasonable in the circumstances), retain the services of outside consultants, experts or advisers to assist the Committee with the performance of its duties and responsibilities as set out in this mandate. Board approval will generally not be required prior to the Committee incurring expenses for consultants, experts and advisers, but the Board may set a maximum annual amount which may be paid for consultants, experts and advisers without prior Board approval.

Powers and Responsibilities

The Committee shall have the following powers and responsibilities:
  1. Considering the compensation policies of other companies of various sizes within the Company's industry and in other industries, with a view to determining appropriate compensation levels, policies and mechanisms for the Company.
  2. Reviewing the Company's compensation policies and procedures and making recommendations to the Board respecting proposed changes to such policies and procedures.
  3. Reviewing the sufficiency and form of compensation paid to senior officers and directors of the Company and ensuring that the compensation paid reflects the risks and responsibilities of the position in question, in light of the size and nature of the Company's business and compensation paid by companies of similar size and engaged in similar businesses.
  4. Reviewing the performance of senior management and Board members and making annual recommendations to the Board respecting the amount and form of compensation to be paid to key management and Board members.
  5. Overseeing the administration of the company's stock option plan and making recommendations to the Board respecting option grants to management, directors, employees, consultants and other service providers.
  6. Reviewing pension plans, stock option plans, stock based compensation plans and other incentive/compensation plans and making recommendations to the Board respecting the adoption or revision of such plans.
  7. Ensuring that the Company's various compensation policies and plans are competitive with those of similar businesses.
  8. Reviewing disclosure respecting executive and director compensation contained in the Company's information circular respecting its annual shareholder meeting (or any other information circular or other document requiring such disclosure), including the statement of executive compensation, assessing compliance with applicable securities laws and recommending any necessary changes.

Communications and Insider Trading Policy

The following Communications and Insider Trading Policy ( the “Policy”) has been approved and adopted by the Board of Directors of Sabina Gold & Silver Corp. (the “Company”).

1. Purpose and Intent of the Communications Policy

The purpose of this Policy is to ensure that communications to the investing public about the Company are made in accordance with all applicable legal and regulatory requirements including National Instrument 51-201 – Disclosure Standards (“NI 51-201”), and, in furtherance thereof, to ensure that the Company:

  1. controls the communications between the Company and its external stakeholders;
  2. complies with its continuous and timely disclosure obligations;
  3. avoids selective disclosure of Company information;
  4. protects and prevents the improper use or disclosure of material information and  confidential information;
  5. educates the Company’s personnel on the appropriate use and disclosure of material information and confidential information;
  6. fosters and facilitates compliance with applicable laws; and
  7. creates formal Disclosure Officers to help achieve the above objectives.
  1. Intent and Scope

In general, the intent of this Policy is to ensure that everyone who invests in the Company’s securities should have equal access to information that may affect their investment decisions.

This Policy applies to all employees, directors and officers of the Company and its subsidiaries and those authorized to speak on the Company’s behalf. For purposes of this Policy, reference to directors, officers and employees of the Company includes directors, officers and employees of any of the Company’s subsidiaries and the term “employees” includes all permanent, contract, secondment and temporary agency employees who are on long term assignments with the Company or its subsidiaries as well as to consultants to the Company or its subsidiaries.

This Policy covers disclosure in documents filed with securities commissions, stock exchanges and written statements made in annual and quarterly reports, news releases, letters to shareholders, presentations by senior management or other persons made on behalf of the Company and information contained on the Company’s website and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, industry or press conferences and conference calls.

This Policy confirms in writing the Company’s existing practices and meets its goal to raise awareness of the Company’s approach among the directors, officers, senior management, employees and others who have undisclosed material information about the Company.

Guidelines and Procedures

2.1 Disclosure Officers

The officers of the Company responsible for overseeing compliance with this Policy (the “Disclosure Officers”) are the Chief Executive Officer, the Chief Financial Officer (“CFO”) and the vice-President, Investor Relations.

The Disclosure Officers have the responsibility to:

  1. update this Policy regularly, including to take account of new developments and standards of practice;
  2. monitor the effectiveness of and compliance with this Policy;
  3. educate the Company’s directors, officers and employees about the matters covered by this Policy;
  4. review and authorize all written, electronic and oral disclosure before it is publicly disclosed;
  5. monitor the Company’s website;
  6. meet as needed, but at least once every year, to discuss drafting responsibilities for public documents and to identify any areas of particular risk and sensitivity that require special care; and
  7. document, monitor and evaluate the disclosure controls and procedures and internal controls and procedures for financial reporting of the Company. 

The Disclosure Officers are responsible for determining whether information is material, the timely disclosure of material information in accordance with securities laws, monitoring compliance with this Policy and overseeing the disclosure controls, procedures and practices of the Company. 

In addition, the Disclosure Officers must report to the Audit Committee any significant changes in the Company’s internal controls and procedures for financial reporting or in factors that could affect such controls and procedures including corrective actions taken.  The Disclosure Officers must present the Audit Committee with the formal disclosure controls and procedures and internal controls and procedures once they are in place.

Everyone to whom this Policy applies must be instructed to notify a Disclosure Officer as soon as material developments occur.  The Disclosure Officers should report to the Audit Committee or the Board of Directors on any significant issues arising under this Policy, including circumstances where there is a serious occurrence of selective disclosure.

2.2 Principles of Disclosure of Material Information

The Company is subject to continuous disclosure and reporting obligations under Canadian securities laws. These obligations require the Company to disclose certain information at specified intervals and on the occurrence of certain events. In addition, under the rules of the exchange on which the Company’s shares are traded (the “Exchange”), the Company is required, subject to certain exceptions, to disclose promptly to the public any material information regarding the Company.

Material information about the Company is any information relating to the business and affairs of the Company that affects, or would reasonably be expected to have a significantly effect on, the market price or value of the Company’s securities. The determination of whether information is material is subjective. The list of events set forth in Appendix “A”, although not exhaustive, should be considered in making the determination of whether information is material.

When determining whether or not information is material, the following principles must be applied:

  1. the nature of the information, the volatility and liquidity of the Company’s securities and prevailing market conditions will impact on materiality;
  2. material information cannot be made immaterial by breaking it into smaller pieces;
  3. the determination of whether or not information is material often involves the exercise of difficult business judgments based on experience; and
  4. if there is any doubt about whether or not information is material, the Company must err on the side of caution and the information must be publicly disclosed.

2.2.1 Method and Content of Disclosure of Material Information

At all times, the Company shall act to disclose material information in accordance with all applicable securities laws, rules and regulations, and in accordance with this Policy. Without limiting the foregoing obligations, the following are the basic principles for disclosure of material information by the Company:

  1. News Releases. The Company shall disclose all material information as soon as practicable after the event giving rise to the material information has occurred. All material information shall be disclosed via news release, using a news service approved by the Exchange. The news release shall include sufficient information to enable external stakeholders to understand the nature and timing of the event giving rise to the material information as well as to allow such stakeholders to make an informed assessment of the effect of the material information on the market price of the Company’s securities.

    All news releases announcing material information must be approved by at least one of the Disclosure Officers. If the Exchange is open for trading at the time of a proposed announcement of material information, prior notice of the news release must be provided to the market surveillance/regulation department of the Exchange to enable a trading halt, if deemed necessary by the Exchange. If such news release is issued outside of trading hours, market surveillance must be notified before the market opens.

    News releases are to be posted on the Company’s website promptly after release over the news wire. The news release page of the website shall include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent news releases.

  2. Material Changes. Where a material change has occurred in the affairs of the Company, the Company will immediately issue and file a news release disclosing the nature and substance of the material change, followed by a material change report filed within ten days of the date on which the material change occurred. In certain circumstances, the Disclosure Officers may determine that such disclosure would be unduly detrimental to the Company’s interests (for example if release of the information would prejudice negotiations in a corporate transaction), in which case the Company will immediately file a confidential material change report, and may otherwise keep news of the material change confidential until the Disclosure Officers determine that it is appropriate to publicly disclose it, or the Company is compelled to disclose it under applicable continuous disclosure obligations. The Company shall periodically (at least every ten days) review its decision to keep any material information confidential to assess whether disclosure continues to be unduly detrimental to the Company (also see Section 3.14, “Rumours”). If the Company decides to continue keeping the material information confidential, it will apprise any applicable regulators of that fact.

  3. General

    1. Unless otherwise directed by the Disclosure Officers, the Company will publicly disclose material information first before selectively disclosing it to any person (such as an interview with an analyst or in a telephone conversation with an investor), unless disclosing such information to such person prior to public dissemination is “in the necessary course of business” (see NI 51-102). Consultation with the Company’s legal counsel is recommended before making selective disclosure “in the necessary course of business”.
    2. If previously undisclosed material information has been inadvertently selectively disclosed to an analyst or any other person and such disclosure has not been made “in the necessary course of business”, such material information must be broadly disclosed immediately via news release and the Exchange should be immediately contacted and consulted regarding a possible halt in trading until such news release is issued. Pending the issuance of such news release, the Company should also advise those parties who have knowledge of the undisclosed material information that it is material and that it has not been generally disclosed.
    3. Disclosure must be corrected promptly if the Company subsequently learns that earlier disclosure by the Company contained a material error at the time it was disclosed.
    4. Subject to any further direction of the Company’s Audit Committee, any material information that includes financial information extracted or derived from the Company’s annual and interim unaudited financial statements must be reviewed and approved by the Company’s Audit Committee prior to its dissemination.

2.2.2 Responsibility for Disclosure of Material Information

The Disclosure Officers shall have responsibility for the disclosure of material information. These individuals have responsibility for the disclosure of material information because, by virtue of their positions within the Company:

  1. they are completely familiar with the operations of the Company;
  2. they are continuously up-to-date on pending material developments within the Company; and
  3. they have sufficient understanding of the disclosure rules to enable them to determine whether information is material and hence requires disclosure.

The Disclosure Officers shall be designated spokespersons for the Company and are the only individuals authorized to communicate with the investment community, regulators, the media or other stakeholders regarding the information disclosed by the Company. By establishing this restriction, the Company ensures that:

  1. a consistent message is delivered to external stakeholders regarding Company matters;
  2. only information authorized to be disclosed to external stakeholders is disclosed; and
  3. selective disclosure of material information is avoided.

A Disclosure Officer may, from time to time, designate other suitably qualified individuals within the Company to speak on behalf of the Company or to respond to specific inquiries. However, without such explicit designation, external communication is restricted to the Disclosure Officers.

Where a news release contains information based on the Company’s financial statements prior to the release of such statements, such news release should first be reviewed by the CFO and the Audit Committee.

2.2.3 Contacts with Analysts, Investors and the Media

Disclosure in individual or group meetings does not constitute adequate disclosure of information that is considered material non-public information. If the Company intends to announce material information at an analyst or shareholder meeting or a press conference or conference call, the announcement must be preceded by a news release.

The Company 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. The Company also recognizes that meetings with significant investors are an important element of the Company’s investor relations program. The Company 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.

The Company will provide only material information through individual and group meetings and at industry conferences, in addition to publicly disclosed information, recognizing that an analyst or investor may construct this information into a mosaic that could result in material information.  The Company will, upon request, provide the same sort of detailed, non-material information to other investors or the media that it has provided to analysts and significant investors.

2.3 Trading Restrictions 

It is illegal for anyone to purchase or sell securities of any public company with knowledge of material information affecting that company that has not been publicly disclosed.  Except “in the necessary course of business”, it is also illegal for anyone to inform any other person of material non-public information.

The Company has adopted a Securities Trading Policy, which prohibits officers, directors and other insiders of the Company (collectively, “Insiders”) and employees from trading in securities of the Company (including exercising stock options) while they have knowledge of undisclosed material information about the Company or when a “blackout period” has been instituted by the Company (see Section 2.4, “Blackout Periods”).

For further information on the Company’s policy with respect to trading restrictions and blackout periods, see below and refer to the Company’s Securities Trading Policy and Section 3.4 of this Policy.

Insiders, employees and consultants with knowledge of confidential or material information about the Company or counter-parties in negotiations of material potential transactions, are prohibited from trading securities in the Company or any counter-party until the information has been fully disclosed and a reasonable period of time has passed for the information to be widely disseminated.

Other trading blackout periods may be prescribed from time to time as a result of special circumstances relating to the Company during which Insiders, employees or consultants of the Company will be precluded from trading in securities of the Company.  All persons with knowledge of special circumstances should be covered by the blackout and may include external advisors such as legal counsel, investment bankers and counter-parties in negotiations of material potential transactions.  Blackout periods imposed on the Company employees generally will also apply to the Company’s directors and officers.  Applicable laws will be complied with in determining and implementing blackout periods associated with the Company’s benefit plans.  The Disclosure Officers are designated to monitor trading in the Company’s securities by directors, officers and employees of the Company who routinely know of undisclosed material information.  Such directors, officers and employees must obtain the approval of a Disclosure Officer before the purchase or sale of any the Company’s securities.  A Disclosure Officer is subject to these same requirements but must obtain the approval of the Information Officer under the Company’s Securities Trading Policy before purchasing or selling any of the Company’s securities.

Insiders, employees and consultants of the Company who routinely know of undisclosed material information shall not purchase or sell the Company’s securities with the intention of reselling or buying back in a relatively short period of time in the expectation of a rise or fall in the market price of the securities (as distinguished from purchasing or selling securities as part of a long term investment program).  Insiders and employees of the Company shall not, at any time, sell the Company’s securities short or buy or sell call or put options or other derivatives in respect of the Company’s securities.

Immediately after becoming an insider and immediately following the purchase or sale of securities of the Company, an insider must complete and file all insider reports required by the securities regulators.

2.4 Blackout Periods

In addition to the provisions of Section 3.3 and in order to avoid the potential for selective disclosure or even the perception or appearance of selective disclosure, the Company or the Disclosure Officers may institute “blackout periods” from time to time when trading (including the exercise of stock options) by Insiders, employees and consultants should not take place. For example, a blackout period may surround the release of drill results from an exploration program, a corporate restructuring or other material change.

Where appropriate and feasible, the Disclosure Officers shall institute a blackout period in advance of the disclosure of a material change. The duration of any particular blackout period shall be determined by the Disclosure Officers given the particular circumstances of the material change. Generally, the blackout period in respect of material information begins on the day of the announcement and ends at the end of the business day after the day of the announcement. Where reasonable in the circumstances, a blackout period in respect of a material change shall commence two trading days prior to the disclosure of a material change by press release and shall continue until the commencement of the second trading day following the dissemination of such press release.

Insiders and employees may apply to a Disclosure Officer for approval to trade in the Company's securities during the blackout period.

2.5 Quiet Periods

The Disclosure Officers or the Company may determine that it is appropriate for the Company to observe “quiet periods”, during which time comments with respect to the Company’s current operations or expected results will not be provided to analysts, investors or other market professionals. This is in order to avoid the potential for improper selective disclosure or even the perception or appearance of improper selective disclosure. For example, a “quiet period” might run between the end of a drill program and one trading day after the release of the drill results. The Company need not stop all communications with analysts or investors during the “quiet period”. However, communications should be limited to responding to inquiries concerning publicly available or non-material information.

2.6 No Grant of Stock Options

When undisclosed material information exists, it is not appropriate for the Company to grant stock options (even if the recipient of such options is not aware of the undisclosed material information), except in circumstances where such grants are specifically permitted by the rules of the Exchange.

2.7 Forward-Looking Information 

Should the Company elect to disclose forward-looking information (“FLI”) in continuous disclosure documents, speeches, conference calls or news releases, the following guidelines will be observed:

  1. the information, if deemed material, will be broadly disseminated via news release, in accordance with this Policy.
  2. the information will be clearly identified as forward-looking.
  3. the Company will identify all material factors and assumptions used in the preparation of FLI.
  4. the information must be accompanied by a statement that identifies, in very specific terms, the risks and uncertainties that may cause the actual results to differ materially from those projected in the statement.
  5. the information must be accompanied by a statement that disclaims the Company’s intention or obligation to update or revise the FLI, whether as a result of new information, future events or otherwise. Notwithstanding this disclaimer, should subsequent events prove past statements to be materially off target, the Company may choose to issue a news release explaining the reasons for the difference in accordance with the Company’s past practice in these matters.
    • the Disclosure Officers must obtain the approval of the Board of Directors or Audit Committee before issuing a news release containing FLI which is based on or derived from financial statements that have not been released.

2.8 Reviewing Analyst Draft Reports and Models

The Company may review, when possible, analysts' draft research reports or models for the purpose of pointing out errors in fact based on publicly disclosed information.  The Company will limit its comments to identifying publicly disclosed factual information that may affect an analyst’s model or to pointing out inaccuracies or omissions with reference to publicly available information about the Company. The Company will not confirm, or attempt to influence, an analyst's opinions or conclusions and will not express comfort with the analyst's model and earnings estimates.  In order to avoid appearing to "endorse" an analyst's report or model, when providing comments, the Company will indicate that the report or model was reviewed only for factual accuracy.

2.9 Distributing Analyst Reports

The Company regards analyst reports as proprietary information belonging to the analyst's firm that the Company does not endorse, nor wish to appear to endorse. As re-circulating a report by an analyst may be viewed as an endorsement by the Company of the report, the Company will not provide analyst reports through any means, including posting such information on its website, to persons outside of the Company.  The Company may post on its website a complete list, regardless of the recommendation, of all the investment firms and analysts who provide research coverage on the Company.  If provided, however, such list will not include links to the analysts' or any other third party websites or publications.

2.10 Conference Calls

Conference calls may be held where deemed appropriate by the Disclosure Officers for quarterly earnings and major corporate developments, whereby discussion of key aspects is accessible simultaneously to all interested parties, some as participants by phone and others in a listen-only mode by phone or by webcast on the website.  The call will be preceded by a news release containing all relevant material information.  Conference calls about corporate developments and other material information will be scheduled outside trading hours where possible, to avoid or minimize the risk of selective disclosure.  At the beginning of the call, a Company spokesperson will provide appropriate cautionary language with respect to any FLI and direct participants to publicly available documents containing a full discussion of the risks and uncertainties.

The Company will provide advance notice of the conference call or webcast by issuing a news release announcing the nature of the information to be discussed on the call, the date and time of the call and providing information on how interested parties may access the call or webcast. In addition, the Company may send invitations to analysts, institutional investors, the media and others invited to participate. Any non-material supplemental information provided to participants will also be posted to the website for others to view. A tape recording of the conference call and/or an archived audio webcast on the Internet may be made available following the call for a period of time deemed appropriate by the Disclosure Officers.

Promptly after the conference call, the Disclosure Officers will discuss whether a disclosure of previously undisclosed material information occurred during the call, and if so take steps to publicly disclose the information promptly via news release, in accordance with Section 3.2.2(c)(ii) of this Policy.

2.11 Disclosure Controls

Under Multilateral Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, the CEO and the CFO are required, in connection with the filing of the Company’s annual and interim statutory filings, to sign a certificate certifying a number of things including matters in relation to the Company’s “disclosure controls and procedures” (“Disclosure Controls”) which are generally defined as controls and other procedures of an issuer designed to provide reasonable assurance that the information required to be disclosed in the issuer’s annual filings, interim filings or other reports is recorded, processed, summarized and reported within the prescribed time period.

In this connection, the Disclosure Officers will establish, maintain and evaluate reasonable Disclosure Controls and other procedures which are to be implemented and carried out under their supervision. To assist the Disclosure Officers, it is essential that all directors, officers and employees ensure that the Disclosure Officers are kept fully apprised of all pending and potentially material developments in the business affairs of the Company so that the Disclosure Officers are able to determine the appropriateness and timing of the public disclosure of those developments.

2.12      Maintaining Confidentiality

The Company shall provide to all employees on-going education on the importance of maintaining the confidentiality of Company information and on the protocol to be followed in the event that they are asked (whether orally, in writing or electronically) by external stakeholders or others to comment on the Company’s material or confidential information.

Any employee privy to confidential information is prohibited from communicating this information to anyone else, unless to do so is “in the necessary course of business”. Efforts will be made to limit access to such confidential information to only those who need to know the information, and such persons will be advised that the information is to be kept confidential.  Communication by e-mail leaves a physical track of its passage that may be subject to later decryption attempts. All confidential information being transmitted over the Internet must be secured by the strongest encryption and validation methods available. Employees must be aware of potential issues and limitations in using e-mail to transmit confidential information. Outside parties privy to undisclosed material information concerning the Company will be told that they must not divulge such information to anyone else, other than “in the necessary course of business” and that they may not trade in the Company's securities until the information is publicly disclosed. Such outside parties may be asked to confirm their commitment to non-disclosure in the form of a written confidentiality agreement.

In order to prevent the misuse or inadvertent disclosure of material information, the following procedures should be observed:

  1. confidential matters should not be discussed in places where the discussion may be overheard, such as elevators, hallways, restaurants, airplanes or taxis;
  2. confidential documents should not be read in public places and should not be discarded where others can retrieve them;
  3. employees must ensure they maintain the confidentiality of information in their possession outside of the office;
  4. transmission of documents by electronic means, such as by fax or directly from one computer to another, should be made only where it is reasonable to believe that the transmission can be made and received under secure conditions;
  5. unnecessary copying of confidential documents should be avoided and documents containing confidential information should be promptly removed from conference rooms and work areas after meetings have concluded. Extra copies of confidential documents should be shredded or otherwise destroyed;
  6. access to confidential electronic data should be restricted through the use of passwords;
  7. documents and files containing confidential information should be kept in a safe place where access is restricted to individuals who "need to know" that information “in the necessary course of business”; and
  8. all proprietary information, including computer programs and other records, remain the property of the Company and may not be removed, disclosed, copied or otherwise used except in the normal course of employment or with the prior permission of a Disclosure Officer.
  9. 2.13 Electronic Communications

    1. General. The Disclosure Officers shall have responsibility for ensuring that the Company’s material information and investor information on the Company website is accurate, complete, up-to-date and in compliance with relevant securities laws. Investor information shall be maintained in a separate area of the Company website to ensure a distinction with the promotional areas of the website

      Employees are prohibited from participating in discussions about the Company on electronic chat rooms, bulletin boards or news groups. Chat rooms, bulletin boards or news groups may be the genesis for rumours about the Company, which may or may not be factual. Employees who encounter a discussion pertaining to the Company, its activities or securities should advise a Disclosure Officer immediately so that the discussion may be monitored.

      The website shall include a notice that advises the reader that the information posted was accurate at the time of posting but may be superseded by subsequent disclosures. As much as practical, all data posted to the website shall show the date that such material was posted. Any material changes in information must be updated in a timely manner. The Company will keep available on its website a minimum of two years’ annual reports, news releases and other continuous disclosure documents, unless the Disclosure Officers believe that certain of these materials need to be removed earlier.

    2. Web Links. Links from the Company’s website to a third-party website must be approved by a Disclosure Officer.  Any such links will include a notice that advises the reader that he or she is leaving the Company’s website and that the Company is not responsible for the contents of the other site.

    3. Website Disclosures. Disclosure on the Company’s website alone does not constitute adequate disclosure of information that is considered material non-public information.  Any disclosures of material information must be handled in accordance with this Policy prior to publication on the website.

    4. Electronic Enquiries. Response to electronic enquiries will be the responsibility of the qualified person or persons within the Company designated by the Disclosure Officers for that purpose.  Only public information or information which could otherwise be disclosed in accordance with this Policy shall be utilized in responding to electronic inquiries.

    2.14      Rumours 

    The Company does not comment, affirmatively or negatively, on rumours. This also applies to rumours on the Internet. The Company’s designated spokespersons will respond consistently to those rumours, with words to the effect of, “It is our policy not to comment on market rumours or speculation”. If undisclosed material information has been leaked and appears to be affecting trading activity in the Company’s shares, or the Exchange requests that the Company make a definitive statement in response to a market rumour that is causing unusual activity in the stock, the Disclosure Officers will consider the matter and determine if a trading halt should be  discussed with the Exchange and to promptly issue a news release disclosing the relevant material information or confirm there is no undisclosed material information.

    2.15 Communication and Enforcement

    This Policy will be circulated to all directors, officers and employees upon its inception and again whenever significant changes are made to it or the Disclosure Officers otherwise deem it necessary. New directors, officers and employees will be provided with a copy of this Policy upon joining the Company and will be required to execute the Receipt and Acknowledgement form in Schedule “A” to this policy.

    Nothing in this Policy should be construed or interpreted as limiting, reducing or eliminating the obligation of any director, officer or employee of the Company to comply with all applicable laws. Conversely, nothing in this Policy should be construed or interpreted as expanding applicable standards of liability under provincial or federal law for directors or officers of the Company.

    A director, officer or employee who violates this Policy may face disciplinary action up to and including termination of his or her employment or association with the Company.  The violation of this Policy may also violate certain securities laws.  If the Company discovers that a director, officer or employee has violated any securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.

    This Policy has been reviewed by the Audit Committee and approved by the Board of Directors.

    The Disclosure Officers will recommend any material changes to this Policy for review by the Audit Committee and approval by the Board of Directors as needed.

    Examples of Information That May Be Material
    (Reproduced from National Policy 51-201)

    Changes in Corporate Structure

    • changes in share ownership that may affect control of the company
    • major reorganizations, amalgamations, or mergers
    • take-over bids, issuer bids, or insider bids

    Changes in Capital Structure

    • the public or private sale of additional securities
    • planned repurchases or redemptions of securities
    • planned splits of common shares or offerings of warrants or rights to buy shares
    • any share consolidation, share exchange, or stock dividend
    • changes in a company’s dividend payments or policies
    • the possible initiation of a proxy fight
    • material modifications to the rights of security holders

    Changes in Financial Results

    • a significant increase or decrease in near-term earnings prospects
    • unexpected changes in the financial results for any period
    • shifts in financial circumstances such as cash flow reductions, major asset write-offs or write-downs
    • changes in the value or composition of the company’s assets
    • any material change in the company’s accounting policies

    Changes in Business and Operations

    • any development that effects the Company’s resources, technology, products or markets
    • a significant change in capital investment plans or corporate objectives
    • major labour disputes or disputes with major contractors or suppliers
    • significant new contracts, products, patents, or services or significant losses or contracts or business
    • significant discoveries by resources companies
    • changes to the board of directors or executive management (CEO, CFO, COO or president)
    • the commencement of, or developments in, material legal proceedings or regulatory matters
    • waivers of corporate ethics and conduct rules for officers, directors and other key employees
    • any notice that reliance on a prior audit is no longer permissible
    • de-listing of the company’s securities or their movement from one quotation system or exchange to another.

    Acquisitions and Dispositions

    significant acquisitions or dispositions of assets, property or joint venture interests
    acquisitions of other companies, including a take-over bid for, or merger with, another company

    Changes in Credit Arrangements

    • the borrowing or lending of a significant amount of money
    • any mortgaging or encumbering of the company’s assets
    • defaults under debt obligations, agreements to restructure debt, or planning enforcement procedures by a bank or any other creditors
    • changes in rating agency decisions
    • significant new credit arrangement

    SECURITIES Trading Policy

    The following Securities Trading Policy (“Policy”) has been approved by the Board of Directors of Sabina Gold & Silver Corp. (the “Company”). 


    Canadian securities laws prohibit “insider trading” and impose restrictions on the trading of shares or other securities issued by the Company while in possession of material undisclosed facts or changes relating to the Company. The purpose of this Policy is to raise the general level of awareness of the trading and confidentiality obligations of directors, officers and employees of the Company and others who may be in possession of, or may have access to, confidential, material information regarding the Company. The rules set out in this Policy are intended to ensure that persons having knowledge of material information not generally disclosed to the public do not take advantage of such information through trading in securities issued by the Company or in securities of other corporations whose price would be affected by such undisclosed material information.  This Policy is also intended to ensure that the Company’s directors, officers and employees act, and are perceived to act, in accordance with applicable laws and the highest standards of ethical and professional behaviour.

    This Policy is not intended to provide an in-depth legal analysis of insider trading rules but rather to serve as a guideline for the purpose of limiting the possibility of illegal or inappropriate use of undisclosed confidential material information, facts or changes regarding the Company. The onus of complying with this Policy and the relevant insider trading and other securities legislation lies with each individual director, officer and employee of the Company and its subsidiaries, each of whom is expected to be familiar with this Policy and such legislation and to comply fully with them. Breaches of confidentiality and violations of insider trading and tipping laws carry severe consequences both for the Company and the individuals involved. Therefore, all employees, officers and directors of the Company must comply with the provisions and procedures of this Policy. An employee who violates this Policy may face disciplinary action up to and including termination of his or her employment. A breach of this Policy may also violate certain securities laws.  This Policy also reinforces the Company’s commitment to guard its confidential information. The ethical and business principles underlying this Policy may extend beyond even the stringent requirements of applicable securities laws.


    This Policy applies to the directors, officers and employees of the Company or any of its insiders, affiliates (including subsidiaries) or associates, and to any other person who may be in possession of, or have access to, confidential, material information regarding the Company.  For the purposes of this Policy, the term “employees” includes all permanent, contract, secondment and temporary agency employees who are on long-term assignments with the Company or any of its subsidiaries, as well as to consultants to the Company or any of its subsidiaries.

    For purposes of this Policy and until the designation is changed by the Board of Directors of the Company, the Company’s Chief Financial Officer has been designated as the individual designated by the Board of Directors of the Company whom employees or insiders may contact to determine whether or not they may execute trades in the market (the “Information Officer”) and can be contacted at 604-684-9384.  


    In order to prevent insider trading and tipping violations, the following procedures must be followed by all directors, officers and employees of the Company or any of its insiders, affiliates (including subsidiaries) or associates:

    1. General Prohibition Against Using Material Information and Tipping:  All directors, officers and employees of the Company who have knowledge of undisclosed material information relating to the Company or its business (sometimes referred to herein as “you” or “your”) are expressly prohibited from buying or selling, exercising options to buy or sell or tipping someone else to buy or sell (or not to buy or sell), securities of the Company unless and until such information has been publicly disclosed and disseminated.  If this undisclosed material information relates to any other company with which the Company is negotiating or doing business, you may not trade in the securities of such other company on the basis of such information, nor may you communicate such information to others.
    2. Family Members:  This prohibition applies to family members and others living in your household who gain access to or become aware of undisclosed material information relating to the Company.  You are also responsible for their compliance with this Policy.
    3. Timing of Transactions:  As a general rule, if you know of material information relating to the Company or its business, you should not engage in any transactions relating to securities of the Company (including the exercise of stock options) until at least the commencement of the second trading day after the material information is publicly disclosed by news release.
    4. Blackout Periods:   Directors, officers and employees of the Company who have access to undisclosed material information relating to the Company or its business in the normal performance of their duties are subject to “blackout periods” during which they will be prohibited from trading in securities of the Company. For further information on “blackout periods”, see section 3.4 of the Company’s Communications Policy.  All directors, officers and employees who are made aware of a “blackout period” are prohibited from communicating (tipping) internally or externally to anyone else that the Company is subject to a “blackout period”.  Exceptions to the prohibition against trading during “blackout periods” may only be made with the prior approval of the President of the Company or his designate after consultation with legal counsel.


    Any questions regarding this Policy should be directed to the Financial Officer.

    Sabina Gold & Silver Corp.

    TO:                   Directors, Officers and Employees of Sabina Gold & Silver Corp. (the “Company”), and other employees or persons who may have access to confidential information relating to the Company.

    FROM:              Anthony P. Walsh, President & CEO

    DATE:              ________________

    RE:                   Securities Trading Policy

    Securities legislation in both Canada and the United States provides for criminal and civil liability for persons who engage in illegal insider trading or illegal transmission of undisclosed material information relating to the Company. These sanctions are intended to ensure that no one who is in possession of or has knowledge of undisclosed material information takes advantage of such information through trading in securities of the Company.

    Accordingly, the Company has adopted a formal written Securities Trading Policy (the “Policy”), a copy of which is attached.







    Sabina Gold & Silver Corp.
    # 202 – 930 West First Street
    North Vancouver, BC   V7P 3N4




                           The undersigned acknowledges having read the Securities Trading Policy of Sabina Gold & Silver Corp. adopted by the Board of Directors effective February 28, 2007 and agrees to comply with such Policy in all respects. The undersigned further acknowledges that all members of the undersigned’s family, all other persons who live with the undersigned and all holding companies and other related entities of the undersigned and all persons or companies acting on behalf of or at the request of any of the foregoing are also expected to comply with such Policy.
    The undersigned acknowledges that any violation of such Policy may constitute grounds for immediate suspension or dismissal.

    DATED this ________ day of _________________, ________





    Name (Please Print)




    I, __________________________, hereby acknowledge that I have received and read a copy of the Sabina Gold & Silver Corp. Communications and Insider Trading Policy and agree to respect its terms and its intent at all times.


    ______________________________________-                 ___________________________________
    Signature                                                                      Date

    First Approved


    Last Reviewed


    Approved By:

    Board of Directors