The Board of Directors of Manganese X Energy Corp., (The “Corporation” or “MXEC”), has adopted this Disclosure Policy in order to ensure public communications about the Corporation are accurately disseminated in a timely manner, in accordance with applicable securities laws. This Policy will ensure the board of directors, senior management and all employees have a consistent understanding of the Corporation’s approach to disclosure.
This Policy is applicable to employees, officers and directors. The Policy covers all disclosures in documents filed with the securities regulators. It covers financial and other written statements made in the Corporation’s annual and interim reports, all news releases, and presentations by management and information contained in the Corporation’s website. It also covers any oral communication with the public in general, including investors, brokers, analysts, letter writers, interviews with media, and speeches to the general public.
The Corporate Governance and Nominating Committee will periodically review this Policy and any changes thereto.
Material information is any information that can reasonably be expected to result in a significant change, either positive or negative, in the share price of the Corporation.
RESPONSIBILITY FOR DISCLOSURES
It is the responsibility of the CEO, in consultation with the CFO and the Vice-President Investor Relations, to oversee the disclosure practices of the Corporation and to ensure that material information is fully disclosed to the public on a timely basis. A record of approval of such disclosures will be maintained by the Vice-President Investor Relations.
RESTRICTIONS ON DISCLOSURES
No director, officer or employee shall disclose any non-public information about the Corporation to any person outside the Corporation, unless disclosure is required to properly perform duties of the director, officer or employee. All inquiries or calls from investors, analysts or the media should be referred to the CEO, Vice-President Investor Relations, or the Director of Communications.
Approved by MXEC’s Board of Directors August 15, 2007
Once approved for disclosure the information should be quickly disclosed on a non- selective, broad basis, to the public.
If the applicable Stock Exchange (the “Exchange”) on which the Company is traded is open for trading at the time that material information is to be released, prior notice of a news release must be provided to Market Surveillance, to determine if trading should be halted prior to the disclosure.
News releases of material information should be sufficient in detail to enable the reader to fully understand the information being disclosed. The Audit Committee shall approve all news releases containing financial information taken from the financial statements, prior to any release of such information. News releases containing material information shall be disseminated through an approved wire service, and sent simultaneously to the Exchange as well as posted to the System for Electronic Document Analysis and Retrieval (SEDAR) shortly thereafter. The news release will be posted to the Corporation’s Website immediately after full dissemination to the public.
All financial statement information which is publicly disclosed must be prepared and presented in accordance with Canadian Generally Accepted Accounting Principles as well as complying with all regulatory requirements. It is the policy of the Corporation to fully disclose all material financial information in its quarterly and annual financial statements and related documents in a timely and accurate manner.
Selective disclosure of financial and other information is strictly prohibited by this policy. All financial information will only be disclosed to the public by means of a news release.
The results of all exploration and development activity on mineral properties must be disclosed to the public in compliance with the “Mining Standards Guidelines” of the Exchange.
CONTACT WITH INVESTORS, MEDIA AND ANALYSTS
The Corporation shall not disclose material non-public information to individuals or groups without first issuing a news release to the public in accordance with this Policy. Care must be taken by individuals responsible for meetings or discussions with investors/analysts/media, not to disclose any material information that has not yet been made public per this Policy. All inquiries or calls from investors, analysts or the media should be referred to the CEO, Vice-President Investor Relations or the Director of Communications.
All forward-looking information must be clearly identified as forward looking. Material assumptions used in the preparation of forward-looking information must be identified and a statement must be made that identifies the specific risks and uncertainties associated with the information, which could cause actual results to differ materially from the forward-looking information.
RECORD OF DISCLOSURES
A record of all publicly disclosed information shall be maintained by the Vice-President Investor Relations. This includes all news releases, Annual Reports, Annual Information Forms, Notice & Management Proxy Circulars, Quarterly Reports and Material Change Reports, if any.
The President has the authority to impose any reasonable disciplinary action, up to and including termination of services, upon any officer or employee who contravenes this Disclosure Policy.