Midas Gold Policy Manual

Transcription

1 Midas Gold Policy Manual July 2015

2 POLICY LIST AND SIGN-OFF I have read, understand and agree to abide by the following Corporate Policies (please initial beside each policy): Policy Name Initial 1 Anti-Bribery and Anti-Corruption Policy 2 Charitable Donations Policy 3 Code of Conduct and Ethical Values Policy 4 Disclosure and Confidentiality Policy 5 Environmental Policy 6 Health and Safety Policy 7 Information Technology and Information Technology Security Policy 8 Insider Trading and Reporting Policy 9 Political Contributions Policy 10 Social Media Policy 11 Whistleblower Policy Dated this day of, 2015 By: Print name and title: I attended the Company Policy training seminar on, 2015 in Stibnite Donnelly Boise Vancouver (circle one) Signature of Supervisor/Seminar leader

3 Anti-Bribery and Anti-Corruption Policy Approved by the MGC and MGII Boards on May 13, 2015 Summary: In keeping with its commitment to conducting business transparently, honestly and with integrity, Midas Gold will conduct its business in accordance with applicable laws, including Canadian and U.S. antibribery and anti-corruption laws. The Anti- Bribery and Anti-Corruption Policy applies to all directors, officers, employees, consultants and any other person acting on behalf of the Company. This policy defines bribery, which is the most common form of corruption and can be broadly defined as the offering, promising, giving, accepting or soliciting of an advantage as an inducement or reward for an action which is illegal or a breach of trust. Bribery and corruption take many forms and the policy outlines what is, and what is not permitted in this regard.

4 1. POLICY STATEMENT 1.1 Midas Gold Corp. and its subsidiaries (collectively with its subsidiaries, the Corporation ) is committed to conducting business transparently, honestly and with integrity. Therefore, it is important that the Corporation conducts its business in accordance with applicable anti-bribery and anti-corruption laws. 1.2 The Corporation will abide by the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act (United States), as well as laws countering bribery and corruption in all of the jurisdictions in which the Corporation operates or conducts its business. This includes, but is not limited to, those countries where the Corporation has offices. 1.3 It is important to remember that even if the country in which an act of bribery takes place does not have anti-bribery laws which capture the relevant action, the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act (United States), as well as the laws of another country in which the Corporation operates or conducts its business may still apply. Although penalties may differ across the different jurisdictions in which the Corporation operates, bribery (or even the perception or an allegation of it): will damage the Corporation s reputation; and/or could cost the Corporation significant amounts of money both in respect of potential fines and the time spent in dealing with such issues and may lead to serious penalties on individual members of the Corporation, including imprisonment and fines. 1.4 The Corporation is committed to: upholding anti-bribery and anti-corruption laws that apply to the Corporation, including without limitation, Canada s Corruption of Foreign Public Officials Act and the Foreign Corrupt Practices Act (United States); not offering bribes or condoning the offering of bribes on the Corporation s behalf; not accepting bribes, or agreeing to them being accepted on the Corporation s behalf; maintaining accurate books and records; making sure that the Corporation s directors, officers, employees, consultants, agents and others with whom the Corporation deals are aware of and abide by the Corporation s values and policies; and ongoing monitoring of compliance with these principles. 1.5 The purpose of this policy is to: set out the Corporation s responsibilities, and the responsibilities of those working for or with the Corporation in observing and upholding the Corporation s position, on bribery and corruption;

5 1.5.2 ensure that the Corporation has procedures in place designed to prevent and detect bribery and corruption; provide information and guidance to those working for or with the Corporation on how to recognize and deal with potential bribery and corruption issues; and protect the Corporation against the possible penalties and repercussions, including damage to the Corporation s reputation, resulting from acts of bribery and corruption or being associated with such behaviour. 2. TO WHOM DOES THIS POLICY APPLY? 2.1 This policy applies to the directors, officers, employees (whether permanent, fixed-term or temporary), technical and other consultants, agents or any other person acting on behalf of the Corporation, wherever located (collectively referred to as Representatives in this policy). 3. WHO IS RESPONSIBLE FOR THE POLICY? 3.1 The Board of Directors is ultimately responsible for this policy and has delegated to the Corporate Governance and Nominating Committee responsibility for ensuring this policy complies with the Corporation s legal and ethical obligations and for supervising the Compliance Officer on the administration of this policy. 3.2 The Corporation shall appoint a Compliance Officer who is primarily responsible for implementing this policy and may establish a management Compliance Committee to assist and support the Compliance Officer. 3.3 The Compliance Officer has responsibility for monitoring the use and effectiveness of this policy and dealing with any queries on its interpretation. The members of the management team at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it. The Compliance Officer may delegate administrative tasks to subordinates or other employees or officers, as may be necessary for the purposes of implementing this policy. 4. WHAT IS BRIBERY? 4.1 Bribery is the most common form of corruption and can be broadly defined as the offering, promising, giving, accepting or soliciting of an advantage as an inducement or reward for an action which is illegal or a breach of trust. 4.2 Although many people think of bribery as giving someone cash, it can take many other forms including non-cash gifts, lavish entertainment or hospitality or other reward or benefit. 4.3 Bribery takes place if someone is given a gift, donation, loan, cash or non-cash incentive, benefit, or is taken out for particularly lavish hospitality and that in doing so the giver of such items has done so with the intention of inducing or rewarding someone to behave improperly or not to perform their function correctly or in good faith. 2

6 4.4 It is important to remember that, in most cases, it will be irrelevant whether the bribe was accepted or not; merely offering the bribe will usually be sufficient for an offence to be committed. 4.5 Bribery can be direct (e.g. you give a bribe to someone) or indirect (e.g. you encourage someone else to give a bribe to another person). 4.6 Examples of risk scenarios which Representatives may possibly encounter and which could expose them to situations where bribery could take place are set out in Schedule A to this policy. 5. WHAT IS NOT PERMITTED? 5.1 Bribery and corruption can take many forms and it is important to understand what is expected in this regard. 5.2 A Representative is not permitted to: give, promise to give, or offer, a payment, loan, reward, gift or entertainment, to a government official, agent or representative with the expectation or hope that an illegal business advantage will be received, or to reward a business advantage already given; give, promise to give, or offer, a payment, loan, reward, gift or entertainment to a government official, agent or representative to illegally facilitate or expedite a routine procedure; threaten or retaliate against any person who has refused to commit a bribery offence or who has raised concerns under this policy; or engage in any activity that might lead to a breach of this policy; or encourage another individual to engage in any activity listed in this section. 5.3 A Representative is not permitted to falsify the Corporation s books and records for the purpose of bribery or of hiding bribery. Specifically, a Representative will not: maintain off-books accounts; fail to record or inadequately record transactions; record non-existent expenditures; inaccurately identify liabilities; knowingly use false documents; destroy accounting books and records; or encourage another individual to engage in any activity listed in this section. 5.4 In this policy, Third Party means any individual or organization in contact with the Corporation or a Representative during the course of conducting the Corporation s work, and includes actual and potential, customers, suppliers, distributors, business contacts, joint venture partners, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties. 3

7 5.5 In addition to the guidance on specific issues set out below, Representatives may consider the following questions. If the answer to any of these questions is yes or I don t know then what you are doing could be, or could be viewed as, a bribe and you should speak to the Compliance Officer: Am I doing this to try to improperly influence a decision someone is going to make? Do I feel that I cannot openly record this in the Corporation s books and records? Does the person who I am giving or offering this to want it to be kept a secret? If this became public information, could it harm the reputation of the Corporation? If the other person accepts this, will they feel obligated to do something in return? Is this against the law? 6. FACILITATION PAYMENTS AND KICKBACKS 6.1 The Corporation will not make facilitation payments or kickbacks of any kind. 6.2 Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official (such as the issuance of permits, licences, processing visas or work permits, provision of mail pick-up and delivery etc.). Kickbacks are typically payments made in return for a business favour or advantage and can include discounts or other types of cash incentives. 6.3 Representatives must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made by or on behalf of the Corporation. 6.4 If asked to make a payment on the Corporation s behalf, Representative wil ensure the amount requested is proportionate to the goods or services provided and is properly documented with a receipt or other suitable record. Representatives should consult the Compliance Officer regarding any suspicions, concerns or queries regarding a payment. 7. GIFTS AND ENTERTAINMENT 7.1 The Corporation may give business gifts and take part in corporate entertainment or speaking engagements, provided such activity is normal and acceptable in the jurisdiction. 7.2 The test to be applied is whether in all the circumstances the gift or entertainment is reasonable and justifiable rather than lavish and extraordinary; bearing in mind that what may normally be viewed as small or insignificant in some jurisdictions can be of significant value in another. The intention behind the gift should always be considered and nothing should be specifically expected or demanded in return. 7.3 The Corporation may give gifts and provide corporate hospitality or entertainment provided: it complies with law; 4

8 7.3.2 it is of an appropriate type and value in the applicable jurisdiction and given at an appropriate time; it is given openly, not secretly; and gifts or entertainment offered to government officials or representatives, or politicians or political parties, have the prior approval of the Chief Executive Officer or the Compliance Officer. 8. CHARITABLE CONTRIBUTIONS AND SPONSORSHIPS 8.1 Any charitable contributions or sponsorships made or offered on behalf of the Corporation must: not be related to, dependent on, or made in order to win, a business deal or decision; be given directly to the relevant charity or organization and not to an individual; and only be given with the prior consent of the Chief Executive Officer or the Compliance Officer. 8.2 The Corporation will conduct checks to ensure that the recipient of any charitable contribution or sponsorship is a legitimate charity, and that the donations or sponsorship were expensed or accounted for in an appropriate manner. 9. POLITICAL DONATIONS 9.1 The Corporation may make contributions to government officials or agents, politicians or political parties, provided these contributions are made in accordance with laws and with the authorization of the Chief Executive Officer or Compliance Officer. 9.2 Representatives must not make or offer any political contributions or donations on behalf of the Corporation, unless these contributions are made in accordance with laws and with the written authorization of the Chief Executive Officer or Compliance Officer. 9.3 Representatives who make a political donation without the written authorization of the Chief Executive Officer or Compliance Officer will be deemed to be acting in their personal capacity or that of their own corporate organization and not on behalf of the Corporation. 10. REPRESENTATIVES RESPONSIBILITIES 10.1 All Representatives must ensure that they have read, understood and comply with this policy The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all Representatives. All Representatives are required to avoid any activity that might lead to, or suggest, a breach of this policy Representatives must notify the Compliance Officer as soon as possible if there is belief or suspicion that a breach of this policy has occurred, or may occur in the future. Red flags that may indicate bribery or corruption are set out in Schedule A hereto. 5

9 10.4 Any employee of the Corporation who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct The Corporation reserves its right to terminate contractual relationships with Representatives based on breach of this policy. 11. RECORD-KEEPING 11.1 The Corporation must keep financial records and have appropriate internal controls in place which will evidence the business reason for any payments made to Third Parties Representatives must ensure that all expense claims relating to entertainment, gifts or expenses incurred are submitted in accordance with the Corporation s expense guidance indicated in the Corporation s Employee Handbook All accounts, invoices, and other similar documents and records relating to dealings with Third Parties should be prepared and maintained with strict accuracy and completeness. No accounts must be kept off-book to facilitate or conceal improper payments. 12. HOW TO RAISE A CONCERN All Representatives are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage, and to consult the Compliance Officer if unsure whether a particular act constitutes bribery or corruption, or with any other queries. 13. WHAT TO DO IF YOU ARE A VICTIM OF BRIBERY OR CORRUPTION The Compliance Officer should be advised as soon as possible by Representatives who are offered a bribe by a Third Party, are asked to make one, suspect that this may happen in the future, or believe that another Representative is a victim of another form of unlawful activity when acting on behalf of, or in association with, the Corporation. 14. PROTECTION 14.1 Representatives who refuse to accept or offer a bribe, or those who raise concerns or report another s wrongdoing, are sometimes worried about possible repercussions. The Corporation encourages openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken The Corporation is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Compliance Officer immediately. If the matter is not remedied, and you are an employee, you should raise it formally with the Chief Executive Officer. Alternatively, concerns may also be raised through the Corporation s confidential ethics reporting processes outlined in its Code of Business Conduct and Ethics and its Whistleblower Policy. 6

10 15. TRAINING, COMMUNICATION, ENGAGEMENT OF THIRD PARTIES AND DUE DILIGENCE 15.1 Training on this policy forms part of the induction process for all new employees. All existing employees will receive regular, relevant training on how to implement and adhere to this policy The Corporation s robust approach to bribery and corruption must be communicated to all Third Parties at the outset of the Corporation s business relationship with them and as appropriate thereafter. No Third Parties who will be dealing with government officials on behalf of the Corporation should be authorized to do so without first agreeing, in writing, to abide by all anti-bribery and anti-corruption laws and to abide by the requirements of this policy. 16. MONITORING AND REVIEW 16.1 The Compliance Officer will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption The Compliance Officer will report regularly on compliance with this policy to the Corporate Governance and Nominating Committee All Representatives are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing Representatives are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Compliance Officer This policy will be reviewed periodically by the Corporation and any recommendations for amendments, if any, will be provided to the Corporate Governance and Nominating Committee for consideration. This policy may be amended at any time, however employees, officers and directors will be fully informed of any material revisions to this policy. 7

11 SCHEDULE A Potential Risk Scenarios: Red Flags 1 The following is a list of possible red flags that may arise during the course of any representative working for, on behalf of or in association with the Corporation, and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only. If you encounter any of these red flags while working for, on behalf of or in association with the Corporation, you must promptly report them to the Compliance Officer or, alternatively, via the Corporation s confidential ethics reporting processes outlined in its Code of Business Conduct and Ethics and its Whistleblower Policy: 1.1 you become aware that a Third Party engages in, or has been accused of engaging in, improper business practices; 1.2 you learn that a Third Party has a reputation for paying bribes, or requiring that bribes are paid to them; 1.3 a Third Party: insists on receiving a commission or fee payment before committing to sign a contract with the Corporation, or carrying out a government function or process for the Corporation; requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made; requests that payment is made to a country or geographic location different from where the Third Party resides or conducts business; requests an unexpected additional fee or commission to facilitate a service; demands lavish entertainment or gifts before commencing or continuing negotiations or discussions on a matter; requests that a payment is made to overlook potential legal violations; requests that you provide employment or some other advantage to a friend or relative; 1.4 you learn that a colleague has been taking out a particular government official for very expensive and frequent meals; 1.5 you receive an invoice from a Third Party that appears to be non-standard or customized; 1.6 you notice that the Corporation has been invoiced for a commission or fee payment that appears large given the service stated to have been provided; or 1.7 a Third Party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to the Corporation. 8

12 Charitable Donations Policy Approved by the board on November 24, 2014 Summary: In keeping with its commitment to supporting communities within which Midas Gold employees live and work, the Charitable Donations Policy outlines the Company s dedication to contributing to our communities through various types of charitable donations. The policy outlines the types of donations Midas Gold may make, the preferred criteria of the recipient of the donation as well as the allocated amount of the donation.

13 Approved by the Board on: November 24, 2014 CHARITABLE DONATIONS POLICY A. PURPOSE Midas Gold supports projects and activities that strengthen the communities in which our employees live and work, or have sustained fund- raising connections, and is dedicated to making a contribution to those communities through cash and kind donations, supporting volunteer efforts by its employees, and encouraging its employees to participate in such projects and activities. B. SCOPE This policy applies to Midas Gold Idaho, Inc. ( Midas Gold or the Corporation ). C. DETAILS Midas Gold will donate, on an annual basis, an amount to be determined by the Board of Directors to communities where its employees and its subsidiaries employees work and operate, or where they have sustained funding connections. Cash donations will be distributed at the discretion of the Corporation s management and preference will be given to: 1. Where there is an emphasis on supporting the health and well- being of children and families with children. 2. Non- profit organizations and community events likely to provide long- term benefit to the citizens of the provinces or states wherein Midas Gold does business, with up to 25% of the total annual giving amount to be donated outside such communities. 3. Matching donations by employees to eligible organizations and events. 4. Smaller organizations or events where any donation is likely to have a significant impact on the overall funding objective. 5. Organizations or events that are registered charities, foundations or similar entities. 6. Where employees have demonstrated a sustained personal commitment to a fund- raising event or community organization. Midas Gold may, at its sole discretion, allow employees to volunteer at activities and events that meet the goals and objectives set out above. Midas Gold may, at its sole discretion, donate items such as jackets and other promotional items, to charitable events and organizations that meet the goals set out above. 1

14 Approved by the Board on: November 24, 2014 SCHEDULE A Midas Gold s approved total cash donations under the Charitable Donations Policy for 2014 shall not exceed $. 2

15 Code of Conduct and Ethical Values Policy Approved by the board on November 24, 2014 Summary: Midas Gold is proud of its standing as a vigorous and ethical member of the business community. The Code of Conduct and Ethical Values Policy sets out the standards of behavior required by all Midas Gold employees, directors, officers, consultants, contractors and other persons engaged by Midas Gold in conducting its business and affairs. This is a broad-reaching policy that outlines how people should conduct themselves in the areas of: employee relations, business, environment and sustainability, financial and public reporting, share trading and confidentiality.

16 As Amended and Approved by the Board on: November 24, 2014 CODE OF CONDUCT AND ETHICAL VALUES POLICY A. PURPOSE OF THE POLICY The Code of Conduct and Ethical Values Policy sets out standards of behaviour required by all employees, directors, officers, consultants, contractors and other persons (collectively, the "Covered Persons") engaged by or on behalf of Midas Gold Idaho, Inc. ( Midas Gold ) in conducting the business and affairs of Midas Gold (the Corporation ). All Covered Persons are expected to maintain and enhance the Corporation s standing as a vigorous and ethical member of the business community, and are therefore accountable for compliance with this policy. Although the various matters dealt with in this policy do not cover the full spectrum of potential activities, they are indicative of the Corporation s commitment to the maintenance of high standards of conduct and are a description of the type of behaviour expected from Covered Persons in all circumstances. Breaches of this policy are grounds for summary dismissal of employees for just cause without notice or payment in lieu of notice, and/or other appropriate consequences to the Covered Persons. To allow a proper understanding of the policy, any questions as to its application to the area of responsibility and jurisdiction of any Covered Person will be explained fully by his or her superior. B. GENERAL PRINCIPLES The Corporation and the Covered Persons, personally and on behalf of the Corporation, shall comply with the laws, policies and other regulations applicable to the Corporation and its business, respect the protection of internationally proclaimed human rights and recognize the responsibility to observe those rights. Whenever a Covered Person is in doubt about the application or interpretation of any legal or regulatory requirement, the employee should refer the matter to his or her superior who, if necessary, should seek the advice of the Corporation s legal counsel. Many of the Corporation s activities may be subject to complex and changing laws in more than one country, affecting both local and foreign trade and commerce. Ignorance of the law is not, in general, a defence if such laws are contravened. A contravention could occur even if the agreements or arrangements are not in writing, since it is possible for a contravention to be inferred from the conduct of the parties. Accordingly, Covered Persons must diligently ensure that their conduct cannot be interpreted as being in contravention of laws and regulations governing the affairs of the Corporation in any jurisdiction where it carries on business. 1

17 C. EMPLOYEE RELATIONS The Corporation believes that the well- being and health of all persons engaged by the Corporation whether directly as employees or indirectly (collectively for the purposes of this policy, each an "employee" where appropriate) are a condition for success and the Corporation and Covered Persons shall work proactively to eliminate health risks and to develop safe workplace environments. 1. Safety in the Corporation s workplaces is an uncompromised condition and a mutual and shared responsibility for all our employees. 2. Employees are expected to improve operations to avoid injury, sickness or death, or damage to property or to the environment by giving due regard to all applicable safety standards and regulatory requirements. Any problems or concerns about environmental or safety matters should be reported to a superior. 3. The Corporation recognizes employee s rights to form or join trade unions in accordance with each country s laws and principles. 4. Employees shall be treated with respect and dignity. 5. The Corporation provides equal opportunities to people without regard to race, color, gender, sexual orientation, nationality, religion, ethnic affiliation or any other characteristic protected by local law, as applicable. The Corporation will not tolerate discrimination in any form. D. BUSINESS ETHICS 1. The Corporation and Covered Persons shall deal fairly and lawfully with all customers, suppliers and independent contractors when purchasing or furnishing goods or services. In awarding contracts, the Corporation and its employees, directors and officers will consider factors such as the need for the services, total cost, quality and reliability. Where applicable, the employee should also perform a cost- benefit analysis. 2. As a subsidiary of Midas Gold Corp. ( MGC ), the Corporation and all Covered Persons must comply fully with the Corruption of Foreign Public Officials Act of Canada (the "CFPOA") and similar legislation applicable in any other jurisdiction. Among other things, such legislation prohibits bribing a foreign public official and makes it illegal for a person who, in order to obtain or retain an advantage in the course of business, directly or indirectly, gives, offers or agrees to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a foreign public official (a) as consideration for an act or omission by the official in connection with the performance of the official's duties or functions; or (b) to induce the public official to use his or her position to influence any acts or decision of the foreign state or public international organization for which the official performs duties or functions. Questions and/or requests for interpretations should be reviewed and all actions pre- approved by the Corporation s CEO and/or legal counsel responsible for CFPOA compliance. 3. The Corporation and all Covered Persons must also comply with the applicable requirements of the United States Foreign Corrupt Practices Act ( FCPA ), which imposes similar prohibitions to those described above. The FCPA prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain 2

18 business. Making illegal payments to government officials of any country is strictly prohibited. The U.S. government also has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government as a gift, favour or other gratuity in violation of these rules would not only violate the Corporation's policy, but could also be a criminal offence. Questions and/or requests for interpretations should be reviewed and all actions pre- approved by the Corporation s CEO and/or legal counsel responsible for FCPA compliance. 4. The direct or indirect use of Corporation funds, goods or services as contributions to political parties, campaigns or candidates for election to any level of government must in compliance with the Corporation s Political Contribution and Political Activities Policy. Contributions include money or anything having value, such as loans, services, excessive entertainment, trips and the use of Corporation facilities or assets. 5. The Corporation and Covered Persons will not provide financial support to political parties except in compliance with the Corporation s Political Contribution and Political Activities Policy. 6. The Corporation and Covered Persons must not make illegal payments of any kind, directly or indirectly, from the Corporation's corporate funds or assets. Even the appearance of impropriety in dealing with public officials is improper and unacceptable. Any participation, whether directly or indirectly, in any bribes, kickbacks, indirect contributions or similar payments is expressly forbidden, whether or not they might further the business interests of the Corporation. 7. The use of the Corporation's funds or assets for any unlawful or improper purpose is strictly prohibited and those responsible for the accounting and record- keeping functions are expected to be vigilant in ensuring enforcement of this prohibition. The Corporation and Covered Persons shall always maintain complete and accurate records to all payments, including, without limitation, with regard to any transaction with any government or foreign public official, sufficient to allow the Corporation to maintain adequate systems of internal controls over such transactions in compliance with the CFPOA, the FCPA and any other applicable legislation. 8. All dealings between Covered Persons and public officials are to be conducted in a manner that will not compromise the integrity or negatively impact the reputation of any public official or the Corporation, or its affiliates. 9. Modest gifts and reasonable entertainment may be received from business associates of the Corporation. No gift, favor or entertainment shall be of such a nature as might affect, or reasonably be perceived to affect, a Covered Person's judgment or conduct in matters involving the Corporation. Covered Persons should neither seek nor accept gifts, payments, services, fees, trips or accommodations, special valuable privileges, 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 Corporation or any of its affiliates, or from a competitor of the Corporation or any of its affiliates. However, occasionally there are special circumstances that may apply and, in such cases, permission must be obtained from the CEO or Treasurer of the Corporation. 10. Covered Persons shall not furnish, directly or indirectly, on behalf of the Corporation, expensive gifts or provide excessive entertainment or benefits to other persons, including without limitation, any public officials. 3

19 Covered Persons, whose duties permit them to do so, may furnish modest gifts, favours and entertainment where legally permitted and in accordance with local business practices, to persons or entities doing business or seeking to do business with the Corporation, other than public officials, provided all of the following are met: (a) (b) (c) (d) (e) no gift or entertainment should be of such value as to constitute a real personal enrichment of the recipient or to be perceived as such; they are not in cash, bonds or negotiable securities and are of limited value so as not to be liable of being interpreted as a bribe, payoff or other improper payment; they are made as a matter of general and accepted business practice; they do not contravene any law, including without limitation the CFPOA and the FCPA, and are made in accordance with generally accepted ethical practices; and if subsequently disclosed to the public, their provision would not in any way embarrass the Corporation or any recipient. 11. Covered Persons must avoid all situations in which their personal interests conflict, might conflict or appear to conflict, with their duties to the Corporation or with the economic interest of the Corporation. All business transactions with individuals, corporations or other entities that could potentially, directly or indirectly, be considered to be a related party, must be approved by the Corporation's Board of Directors regardless of the amount involved. 12. A conflict of interest arises when an individual s personal economic activity interferes, or appears to interfere with the best interests of the Corporation or when it adversely influences, or appears to influence, the proper discharge of his or her obligations, duties, and responsibilities to the Corporation and its shareholders. 13. Covered Persons should avoid acquiring any interest or participating in any activities that would: (a) (b) (c) (d) deprive the Corporation of the time or attention required to perform their duties properly; create an obligation or distraction which would affect their judgment or ability to act solely in the Corporation s best interest; conflict with the economic interest of the Corporation; or violate any legal rights of any person. 14. Covered Persons are required to disclose to their supervisors in writing, or as may be otherwise authorized, all business, commercial or financial interests or activities which might reasonably be regarded as creating an actual or potential conflict with their duties to the Corporation. 15. Under circumstances where secondary employment is desired by an employee, director or officer, he or she shall disclose the interest to his or her supervisor who may grant specific 4

20 approval in writing, provided that a conflict of interest or interference with the performance of his or her present duties to the Corporation does not exist. 16. Every employee or consultant of the Corporation who is charged with executive, managerial or supervisory responsibility is required to see that actions taken and decisions made within his or her jurisdiction are free from the influence of any interests that might reasonably be regarded as conflicting with those of the Corporation. 17. No employee, director or officer shall accept any appointment to membership on the board of directors, standing committee, or similar body of any outside company, organization or governmental agency (other than industry, professional, social, charitable, educational, religious, or legal political organizations) without prior approval of the CEO whether or not a possible conflict of interest might result from the acceptance of any such appointment; provided, however, that all employees, directors and officers shall at all times have and enjoy all rights accorded to them by the Canadian Bill of Rights and any similar governmental legislation applicable in the area in which the respective employee, director or officer resides. E. ENVIRONMENT AND SUSTAINABILTY The Corporation intends to, and Covered Persons shall be committed to, explore for minerals and extract metals in an environmentally responsible and sustainable manner. 1. No operation of the Corporation is considered effective or complete without proper attention to safety and the environment. 2. The Corporation shall develop and implement plans for land use and reclamation that, as far as possible, returns the land to its former condition or to a state that is acceptable to the appropriate regulatory authorities. 3. Exploration shall be undertaken with care for the environment and respect for the interest of landowners and other stakeholders. 4. The Corporation shall strive to economize the use and re- use of energy, while prioritizing solutions based on renewable and non- emission energy sources where economically justified. 5. Dam facilities shall be designed and constructed with the aim of achieving long- term stability and reasonable security against disturbances. F. FINANCIAL AND OTHER PUBLIC REPORTING ETHICS The Corporation and Covered Persons are committed to providing full, fair, accurate, timely and understandable information in the Corporation s reports, regulatory filings and other communications. 1. Records and other documents should be maintained according to the Corporation s practices on document management and archiving, complying with all applicable statutory, regulatory or contractual requirements. The Corporation prohibits any person from altering or destroying the Corporation's records except as authorized by the Corporation's policies and directives. The Corporation also prohibits any person from assisting or encouraging the independent auditor in destroying corporate audit records. 5

21 2. The financial statements of the Corporation are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Corporation s financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and the Corporation's system of internal controls. 3. The Corporation is committed to accurately record and properly document all accounting entries in accordance with applicable laws and regulations. The Corporation s internal control over financial reporting should assure that transactions are properly authorized, executed, recorded, processed, summarized and reported. Covered Persons shall report any significant deficiencies or material weaknesses or any concerns regarding questionable accounting or auditing matters in accordance with the Corporation s Whistle Blower Policy. 4. Financial records shall be available for inspection by management and auditors. 5. The Corporation should strive to resolve and remediate any internal control weaknesses identified by directors, officers or employees, external auditors or any other external party. 6. Manipulation of the corporate records, including posting fictitious entries, deliberately manipulating estimates, adjusting entries and posting any other incorrect business transactions is strictly forbidden. 7. Honest and accurate recording and reporting of information is critical to the Corporation s ability to make responsible business decisions. All employees and officers should exercise the highest standard of care in preparing such reports. 8. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period. In that regard: The Corporation's accounting records, as well as reports produced from those records, must be kept and presented in accordance with the laws of each applicable jurisdiction. All records must timely, fairly and accurately reflect the transactions or occurrences to which they relate in order to, among other things, permit the preparation of accurate financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. All records must timely, fairly and accurately reflect in reasonable detail the Corporation's assets, liabilities, revenues and expenses. The Corporation's accounting records must not contain any false or intentionally misleading entries. The accuracy of asset and liability records must be maintained by comparing the records to the existing assets and liabilities at reasonable intervals, and appropriate action must be taken with respect to any differences. No transactions will be intentionally misclassified as to accounts, departments or accounting periods. 6

22 All transactions must be properly authorized and supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period. No information will be concealed from the internal auditors, if any, the external auditors, the Board or any committee thereof. Compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the Corporation's systems of disclosure controls and procedures and internal control over financial reporting, is required at all times. G. INSIDER TRADING All Covered Persons shall comply with the Corporation's Insider Trading and Reporting Policy. Covered Persons shall not use for their own financial gain or disclose for the use of others, inside information, obtained as a result of their relationship with the Corporation. As MGC's shares are publicly traded, Covered Persons should be aware that there are statutory prohibitions and penalties for buying or selling shares or "tipping" others when one knows material information about the affairs of the Corporation or MGC which have not yet been made public. Material information means information that could affect the price of the shares or that a reasonable investor would be likely to consider important in making an investment decision. Material information can be positive information, such as an asset acquisition, obtaining a new contract, a proposed merger or dividend, exploration results, production statistics or financial results. Material information can also be negative, such as adverse results or financial problems. If a Covered Person acquires some material information in relation to the Corporation, no purchase or sale of shares of MGC may be made until the end of the second trading day after which the information has been generally disclosed to the public. Even if there is no intent to trade on the basis of confidential information, every time a Covered Person decides to buy or sell shares of MGC, he or she should think about whether he or she has any confidential information which might make it appear that he or she is improperly trading. If a Covered Person isn t sure if information is material or has been made public, he or she should discuss the matter with an officer of the Corporation. Unless expressly authorized and permitted by law, it is also illegal to disclose material information before it has been made public, or to suggest that it is a good time to buy or sell MGC s stock. For example, giving confidential information to a relative or friend, who then buys or sells shares of MGC based on the information, is illegal on the part of both parties. If found guilty of one of these offences, a person can be fined and/or imprisoned pursuant to applicable laws. In addition, violation of such prohibitions is grounds for termination for cause by the Corporation. These prohibitions apply to every Covered Person at all levels, and not just to insiders, such as senior officers and directors. H. PROHIBITED SUBSTANCES 7

23 The Corporation has a zero tolerance policy for illegal drug use, alcohol abuse, drinking and driving, or other substance abuse on the job or which otherwise affects job performance. Substance abuse, including alcohol abuse, and illegal drug use on the job or which affects job performance is strictly prohibited. Any employee possessing or drinking alcohol or in the possession of non- prescription, performance altering drugs, including any narcotic, or found taking drugs will be removed from the project site immediately and their employment will be terminated and the appropriate law enforcement agency will be contacted. I. REPORTING VIOLATIONS If an employee or other person believes a violation of this policy has occurred or is occurring, such person shall make a report in person or anonymously by following the procedures set forth below in Article K - Complaints Procedure. J. CONFIDENTIALITY Certain of the Corporation s records, reports, papers, devices, processes, plans, maps, methods and apparatus which are not in the public domain are considered by the Corporation to be private and confidential, and Covered Persons are prohibited from revealing information concerning such matters without proper authorization. Customers, employees, investors and the public should have such information about the Corporation as is necessary for them to judge adequately the Corporation and its activities. The Corporation believes that full and complete reporting to regulatory agencies and the provision of information to the public as required, constitutes a responsible and workable approach to the interests of disclosure. However, the Corporation, except as required- by law, cannot be expected to disclose information which might impair MGC s own competitive effectiveness or which might violate the private right of individuals or institutions. 1. Only persons authorized by the CEO should discuss the Corporation with investors, shareholders, analysts, stock brokers, the media, or members of the public. 2. Employees are prohibited from revealing information concerning confidential information to any third party without proper authorization. K. COMPLAINTS PROCEDURE Employees, directors, officers, consultants, contractors or other persons engaged by or on behalf of the Corporation who wish to make a complaint of misconduct should refer to the Corporation s Whistleblower Policy for procedures as to how to proceed. L. APPLICATION TO DIRECTORS AND OFFICERS For clarity, the principles of ethical conduct and values described in this policy shall also apply to the directors and officers of the Corporation, as applicable, and with such revisions as are necessary to facilitate such application. 8

24 Disclosure and Confidentiality Policy Approved by the board on November 24, 2014 Summary: Midas Gold is committed to fairness. Disclosing information in the manner that is set out in the Disclosure and Confidentiality Policy enables the same information to be received by everyone at the same time, thereby facilitating a fair marketplace for existing and prospective shareholders. The policy discusses confidentiality, what constitutes material information and how and when this information should be disclosed, and by whom.

25 Approved by the Board on: November 24, 2014 DISCLOSURE AND CONFIDENTIALITY POLICY A. PURPOSE OF THE POLICY The purpose of this Policy is to establish procedures which permit the disclosure of information about Midas Gold Idaho, Inc. ( Midas Gold ) to the public in a timely manner. It is the intention of this policy to ensure that when information has not been publicly disclosed it remains confidential. Strict adherence to these policies will help the Corporation maintain credibility in the marketplace by ensuring that all investors in securities of the Corporation s parent Company, Midas Gold Corp. ( MGC ) have equal access to information that may affect their investment decisions. B. DEFINITIONS USED IN THIS POLICY Disclosure Officer means the individual who is responsible for communicating with analysts, the news media and investors and ensuring that other Employees do not communicate confidential information about the Corporation; Disclosure Committee consists of the MGC's Chief Executive Officer ("CEO"), President ("President"), Chief Financial Officer ( CFO ), Corporate Secretary ("CS") and the Manager of Investor Relations ("MIR"), and such other persons as are designated from time to time by the Board of Directors of the MGC (the " MGC Board"); Employees means all individuals currently employed by the Corporation, including directors and officers, who may become aware of Undisclosed Material Information; Exchange means The Toronto Stock Exchange, the NYSE MKT and any other stock exchange on which the securities of MGC are listed from time to time; IIROC means the Investment Industry Regulatory Organization of Canada; Material Change means a change in the business, operations or capital of the Corporation that would reasonably be expected to have a significant effect on the market price or value of any of the securities of MGC and includes a decision to implement the change by the Board of Directors of the Corporation or by senior management of the Corporation who believe that confirmation of the decision by the Board of Directors is probable; Material Fact means a fact that significantly affects or would reasonably be expected to have a significant effect on the market price or value of the MGC s securities; Material Information means any information (Material Fact or Material Change) relating to the business and affairs of the Corporation that results in or would reasonably be expected to result in a