Code of Business Conduct

This Code of Business Conduct and Ethics (the "Code") applies to all directors, officers, employees and consultants of Teine Energy Ltd. and its subsidiaries (collectively, the "Company").

Purpose

The Company's reputation for honesty and integrity has been earned by maintaining the highest standards of business ethics in all our interactions with our co-workers, governments, local communities, shareholders, customers, suppliers, competitors and the public. The commitment of each director, officer, employee and consultant to preserve and perpetuate the letter and spirit of this Code is essential to our continued success.

This Code affirms the policy of the Company and is a guideline to:

  • assure compliance with laws and regulations that govern the business activities of the Company;
  • maintain a corporate climate in which the integrity and dignity of each individual is valued;
  • foster a standard of conduct that reflects positively on the Company; and
  • protect the Company from unnecessary exposure to financial loss.

This Code does not specifically address every potential form of unacceptable conduct, and it is expected that directors, officers, employees and consultants will exercise good judgment in compliance with the principles set out in this Code and act in the best interests of the Company. Each director, officer, employee and consultant has a duty to avoid any circumstance that would violate the letter or spirit of this Code. Unscrupulous dealings, non-compliance with this Code or the law or other dishonest or unethical business practices are forbidden and may result in disciplinary action, including termination from employment.

Compliance with the Law

The Company and each director, officer, employee and consultant should be aware of and shall comply with all laws and regulations applicable to the Company's business. In conducting such business, employees should operate in a manner consistent with recognized industry standards and such legal requirements.

Ignorance of the law will not usually excuse a party who contravenes a law. Directors, officers, employees and consultants must therefore work together with the Company to keep informed of laws which may affect those affairs of the Company which are under his or her control.

Health, Safety and the Environment

The Company is committed to safe and healthy working conditions for all employees and third parties, and to conducting its activities in an environmentally responsible manner consistent with the principles of sustainable development.

All conditions, situations or accidents which give rise to health, safety or environmental concerns must be immediately reported to the Manager of Health, Safety and Environment.

Conflicts of Interest

Directors, officers, employees and consultants must avoid interests or relationships where their personal interests may affect, or may appear to affect, their judgment in acting in the best interests of the Company. A potential conflict of interest arises when a director, officer, employee or consultant, either directly or indirectly (including as an officer, director or shareholder of a third party), supplies products to the Company, purchases products from the Company, borrows from or lends money to the Company or competes with the Company, or receives a commission or payment in connection with the foregoing transactions.

Each director, officer, employee and consultant is required to disclose to either the Chief Executive Officer or the Chair of the Board in writing all business, commercial or financial interests and activities which might reasonably be regarded as creating an actual or potential conflict with their duties with the Company. The Company will determine whether a conflict of interest does or could exist and, if necessary, advise the director, officer, employee or consultant of what steps should be taken.

Employees shall not use their employment status to obtain personal gain from those doing or seeking to do business with the Company. Employees must avoid all situations in which their personal interests conflict or might conflict with their duties to the Company.

Inside Information

The Company encourages directors, officers, employees and consultants to be shareholders in the Company as one way to link shareholder interests with their own.

Certain information, which the Company treats as secret and may be characterized as a "material fact" or "material change" under Canadian securities laws, may influence the price or trading of the Company's shares or other securities if it is disclosed to members of the public. This information may include information concerning results of operations, major contracts, proposed acquisitions or earnings.

All directors, officers, employees and consultants who come into possession of a "material fact" or "material change" in respect of the Company before it is publicly disclosed are deemed to be in a "special relationship" with the Company under Canadian securities laws. Such persons are prohibited from buying or selling shares of the Company or from disclosing such information to anyone (unless the person has a need to know the information for legitimate, business-related reasons) until such information has generally been disclosed. This prohibition applies also to business partners and relatives (husbands, wives and immediate families) who live in the same house as such director, officer, employee or consultant.

Each director, officer, employee and consultant is required to abide by the insider trading and confidentiality guidelines established by the Company from time to time. If in doubt as to the propriety of actions, the director, officer, employee or consultant should seek the advice of the Chief Executive Officer or the Chair of the Board.

Gifts and Benefits

Directors, officers, employees and consultants should neither seek nor accept gifts, payments, services, fees, trips or accommodations, special privileges of value, or loans from any person (except from persons in the business of lending and then on conventional terms) or from any organization or group that does, or is seeking to do, business with the Company, or from a competitor of the Company. Gifts of nominal value (advertising mementos, desk calendars, pens, etc.) or accepting hospitality or entertainment (lunch, dinner, tickets to a local social event, etc.) are acceptable. Directors, officers, employees and consultants should report gifts of a more substantial nature to their superior.

No director, officer, employee or consultant shall offer, or provide on behalf of the Company, any expensive gifts, excessive entertainment or payments of any amount of money to any supplier, customer, subcontractor, competitor, or any public official, or to their representatives, nor pay to them, either directly or indirectly, any commissions or fees which are excessive in relation to the services rendered. Modest gifts, favours or entertainment may be furnished by employees whose duties permit them to do so, provided all of the following tests are met:

  • they are not in cash or securities and are of modest value; and
  • they do not contravene any law and are made as a matter of generally accepted practice; and
  • if subsequently disclosed to the public, they would not in any way embarrass the Company or their recipients.

Public Officials and Political Parties

The Company interacts with government and regulatory agencies and officials in an honest and co-operative manner. All dealings between directors, officers, employees and consultants of the Company and public officials are to be conducted in a manner that will not compromise the integrity or impugn the reputation of any public official or that of the Company. Use of the Company's funds, goods, or services as contributions to political parties, candidates or campaigns is forbidden, unless authorized by the Board of Directors.

Books of Account

The Company's books of account and records must reflect in reasonable detail all of its business transactions in a timely, fair and accurate manner to ensure that all transactions with which it is involved are authorized and executed in accordance with the Company's procedures and that no undisclosed or unrecorded transactions are made.

Corporate Assets/Information

Certain reports, records, processes, plans and strategies of the Company are considered by the Company to be secret and confidential and employees are prohibited from revealing information concerning such matters without proper authorization. Directors, officers, employees and consultants are prohibited from taking opportunities discovered through the use of corporate property, information or position, using corporate property, information or position for personal gain, and competing with the Company. Unauthorized removal or destruction of the Company's assets is strictly prohibited.

The Company provides Internet access to its officers and employees to facilitate their researching and sharing of business-related information. The Internet is a business tool, and officers and employees should, in using their Internet privileges, exercise the same degree of discretion that a third party reasonable person would apply when using other business tools, such as office telephones and photocopiers. For greater clarity, telephones, photocopiers, computers and similar business tools should not be used in any significant manner for personal use.

Respectful Workplace

A motivated, cohesive team approach is essential to the success of the Company. The Company strives to provide a work environment free of discrimination and harassment in which individuals are accorded equality of employment opportunity based on merit and ability. Each employee is entitled to receive and obligated to show fairness, integrity and respect.

Employees are ambassadors for the Company and as such, should exercise their good judgment and common sense in carrying out the various business activities of the Company in a manner which reflects the Company's commitment to honesty, integrity, energy and passion to create a socially responsible enterprise which benefits both shareholders and the communities in which the Company operates. Fraudulent activity of any kind is prohibited.

Accounting, Auditing or Disclosure Concerns

The Company is required to provide full, fair, accurate, timely and understandable disclosure in reports and documents that may be filed with, or submitted to the Canadian securities regulatory authorities and applicable exchanges upon which the Company's stock may become listed, as well as in other public communications made by the Company. All staff responsible for the preparation of the Company's public disclosures, or who provide information as part of the process, must ensure that disclosures are prepared and information is provided honestly, accurately and in compliance with the various the Company disclosure controls and procedures.

Competitors

The Company will compete vigorously and creatively in its business activities with honesty and morality. The Company's efforts in the marketplace shall be conducted in a fair and ethical manner in strict compliance with applicable competition and trade practice laws and regulations.

Community Relations

The Company and its directors, officers, employees and consultants come in contact with many members of the public, including individuals, community groups, public officials and members of the media. The Company strives to maintain its good reputation in the community and, therefore, needs to ensure that only designated spokespersons speak on behalf of the Company in order to recognize and deal with sensitive issues in an appropriate manner. Enquiries from members of the community related to matters of a sensitive nature should be directed to the appropriate spokesperson.

Compliance with the Code

NO RETALIATORY ACTION

No retaliatory action shall be taken against any person in respect of "whistleblowing" in accordance with the Company's Whistle Blowing Procedures, a copy of which is available on the Company's internal website or internal Citrix site (or such other location as communicated to all directors, officers, employees and consultants of the Company) (the Company's "Intranet").

Any allegations regarding retaliation will be investigated and dealt with in accordance with the procedures set forth in the Company's Whistle Blowing Procedures.

COMPLIANCE CERTIFICATE

As part of the effort to ensure compliance with this Code, each director, officer, employee and consultant is required periodically to complete a Compliance Certificate certifying observance with this Code and noting any suspected or known exceptions to the Code. Certificates completed by directors, officers, employees and consultants are to be returned directly to the Chief Executive Officer.

By executing the Compliance Certificate, each director, officer, employee and consultant hereby certifies for the Company that he or she has read each of the policies of the Company and this Code (collectively, the "Policies"), all of which have been made available to the individual on the Company's Intranet. The individual further acknowledges and agrees that:

  • he or she understands the content of the Policies and the consequences of contravening them; and
  • agrees to observe and comply with the Policies at all times while performing his or her duties as a director, officer, employee or consultant of the Company.

REPORTING OF SUSPECTED VIOLATIONS

Whenever any director, officer, employee or consultant is in doubt about the application or interpretation of any legal requirement or the Code, the individual should immediately seek the advice of the Chief Executive Officer or the Chair of the Board.

The Company requires that all directors, officers, employees or consultants promptly report any suspected breaches of this Code to the Chief Executive Officer. Alternatively, if you would be more comfortable or feel it would be more appropriate, you may report any suspected violation or breach directly to the Chair of the Board or the Chair of the Audit Committee.

In addition, to the extent you have a concern, require remedial action, or are aware of a suspected violation of this Code, any law or the Company's policy related to its accounting, internal accounting controls or auditing matters, you may contact the Chair of the Audit Committee, who is responsible for investigating and resolving such matters in accordance with the Company's Whistle Blowing Procedures.

CONFIDENTIALITY

Confidentiality and anonymity will be provided to all directors, officers, employees and consultants who make complaints or report suspected violations pursuant to the Code or the Company's Whistle Blowing Procedures.

To ensure that outside complaints are properly understood and treated, third parties making a complaint regarding accounting, internal accounting controls or auditing matters should make such complaint to the Chair of the Audit Committee. Waiver The Corporate Governance and Compensation Committee of the Company's Board of Directors must approve any waiver of any of the provisions of this Code for a director or an executive officer.

WAIVER

The Corporate Governance and Compensation Committee of the Company's Board of Directors must approve any waiver of any of the provisions of this Code for a director or an executive officer.