THIS WEBSITE IS OWNED BY CARGOJET INC (collectively with its subsidiaries, "CARGOJET") AND IS MADE AVAILABLE TO PROVIDE INFORMATION ABOUT CARGOJET AND ITS SERVICES. YOU MUST READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. BY ACCESSING, BROWSING OR OTHERWISE USING THIS WEBSITE, YOU AGREE TO COMPLY WITH THESE TERMS AND CONDITIONS, AS AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE EXIT THIS WEBSITE.

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Privacy

Cargojet does not collect personal information through this website. If you wish to obtain any information about Cargojet’s personal information privacy policy, please contact Pauline Dhillon at 905-501-7373.

Ownership of Website Content

Except for public domain material, all content and material on and/or forming part of this website from time to time, including all text, information, links, graphics, audio, video, animation, logos, trademarks, service marks and trade names, and the design and arrangement thereof, and all source code and software (collectively referred to as the “Content”), are protected by copyright, trademark and other laws, and are owned or controlled by Cargojet or its licensors. All rights not expressly granted to you in these terms and conditions are reserved. You agree that any copy of the Content, or any part thereof, which you make shall be solely for your private, non commercial use or for such other use as may be authorized in writing in advance by Cargojet, and that you shall preserve all copyright and other proprietary notices on all copies in the same form and manner as they are presented on the original.

Prohibited Conduct

Except as expressly provided herein, this website and the Content, or any part thereof, may not be reproduced, modified, republished, uploaded, posted, transmitted, sold, distributed or otherwise used in any way, without the express prior written permission of Cargojet. Prohibited conduct in relation to this website includes, without limitation:

(a) modifying, translating, reverse engineering, decompiling, disassembling this website, the Content or any part thereof;

(b) renting, leasing, sublicensing or transferring any rights in this website or the Content;

(c) removing any proprietary notices or labels on this website or the Content;

(d)violating, plagiarizing or infringing on the rights of Cargojet or any third party, including copyright, trademark, privacy, contractual or other personal or proprietary rights;

(e) any unauthorized use of the Content (including use on any other website or networked computer environment);

(f) using the website or Linked Sites in any manner that could damage, disable, overburden, or impair the website or interfere with any other person's use of the website, including, without limitation, using the website to execute denial of service attacks;

(g) deploying any robot, spider or other automatic device, software program, routine or manual process to monitor, copy or interfere with any web pages or their Content on this website or any Linked Sites; or

(h)otherwise engaging in any conduct that Cargojet, in its sole discretion, determines to be detrimental to its interests, including, without limitation, acting or failing to act in a manner contrary to these terms and conditions, or intentionally interfering with the website or Cargojet’s computer systems.
Engaging in prohibited conduct may subject you to civil liability and criminal prosecution under applicable laws.

Disclaimers

(a) No Warranties

ACCESS TO THIS WEBSITE AND ITS CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER LAW, CARGOJET DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT OF PROPRIETARY RIGHTS, AND IMPLIED WARRANTIES AND CONDITIONS ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE. CARGOJET DOES NOT WARRANT THAT THIS WEBSITE OR ACCESS TO IT WILL BE UNINTERRUPTED OR ERROR‑FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CARGOJET DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR CORRECTNESS, TIMELINESS, OR USEFULNESS OF ANY CONTENT OR OTHER INFORMATION PROVIDED THROUGH THIS WEBSITE, ANY LINKED SITES OR ON THE INTERNET GENERALLY. IN NO EVENT WILL CARGOJET BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THIS WEBSITE.

(b) Linked Sites

This website contains links to websites owned or operated by third parties (“Linked Sites”). Cargojet shall have no responsibility or liability to you in connection with any Linked Sites. Access to Linked Sites is at your own risk and Cargojet is not responsible for the availability, accuracy or reliability of the contents of any Linked Site or any link posted on a Linked Site. Cargojet provides links to you only as a convenience, and the inclusion of a link does not imply endorsement of the Linked Site or any products, services, materials or statements contained or referred to thereon by Cargojet.

Limitation of Liability

You agree that Cargojet and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees shall not be liable to you for any damages of any kind arising from your use of this website or your reliance on any Content. You agree that this limitation of liability is comprehensive and applies to all damages of any kind, including, but not limited to, direct, indirect, special, incidental, consequential or punitive damages and any damages for loss of profits.

Indemnity

You agree to indemnify, defend and hold harmless Cargojet and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees, from any damages, losses, costs and expenses (including reasonable legal fees), incurred in connection with any third party claim or demand alleging or based upon your breach of these terms and conditions or your violation of any law or the rights of such third party. Cargojet reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by Cargojet.

Termination

Cargojet may, in its sole discretion, terminate or suspend your access to all or part of this website, the Content and/or any Products or Services for any reason, including, without limitation, your breach of the Agreement or transmission of any unsolicited advertising materials.

Jurisdictional Issues

Access to this website, the Content and the Products and Services is not permitted where prohibited by law. If you choose to access this website and/or use the Products or Services, you do so on your own initiative and are responsible for compliance with applicable laws.

General

These terms and conditions and your use of this website shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute arising under these terms and conditions shall be resolved exclusively by the courts located in Toronto in the Province of Ontario. You agree not to bring any legal action against Cargojet in any jurisdiction except the Province of Ontario and you shall submit and consent to such jurisdiction. If any provision of these terms and conditions shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. These terms and conditions constitute the entire agreement between you and Cargojet in connection with your use of this website. Your use of this website is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and Cargojet other than that of independent contractors.

Language

The parties have required that these terms and conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que les modalités d'utilisation ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.

Updates and Amendments

Cargojet reserves the right to change, modify or amend these terms and conditions, or add or remove portions of this website and any Content, at any time and you agree to be bound by such changes, modifications, additions or deletions. The current version of these terms and conditions will be posted on this website at all times. Please check back frequently to see any updates or changes to these terms and conditions. Your continued use of this website following the posting of changes will constitute your agreement to be bound by such changes.

TIMELY DISCLOSURE, CONFIDENTIALITY AND INSIDER TRADING POLICY

1. Purpose of this Policy

The purpose of this Policy is to ensure that Cargojet Inc. and its subsidiaries (collectively, the “Corporation”) and all persons to whom this Policy applies meet their obligations under the provisions of securities laws and stock exchange rules by establishing a process for the timely disclosure of all Material Information (as defined herein), ensuring that all persons to whom this Policy applies understand their obligations to preserve the confidentiality of Undisclosed Material Information (as defined herein) and ensuring that all appropriate parties who have Undisclosed Material Information are prohibited from Insider Trading (as defined herein) and Tipping (as defined herein) under applicable law, stock exchange rules and this Policy. This Policy covers disclosures in documents filed with the securities regulators and written statements made in the Corporation’s annual and quarterly reports, news releases, letters to shareholders, presentations by senior management and information contained on the Corporation’s web site 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, press conferences and conference calls.

2. To Whom this Policy Applies

The main groups to whom this Policy apply are set forth in Schedule “A” attached hereto. Each section of the Policy that imposes restrictions and obligations will describe which groups of persons are subject to that section. References in this Policy to “any person to whom this Policy applies” or similar references are intended to include persons in all of the groups described in Schedule “A”.

A copy of this Policy and any amendments thereto shall be circulated to and acknowledged by each person to whom this Policy applies on an annual basis.

3. Responsibility for this Policy

The Corporation has created an operational committee (the “Disclosure Committee”) consisting of the following:

  • Lead Director of the Board of Directors
  • Chief Executive Officer
  • Senior Vice President, Sales and Service
  • Chief Financial Officer The composition of the Disclosure Committee may change from time to time and the
  • Corporation will advise all persons to whom this Policy applies of any such changes.

4. Individuals Who Are Authorized to Speak on Behalf of the Corporation

4.1 Only the individuals (“Spokespersons”) listed below are authorized to communicate with analysts, the media and investors on behalf of the Corporation. The list may be changed by the Disclosure Committee from time to time.

Spokespersons

  • Chief Executive Officer
  • Senior Vice President, Sales and Service
  • Chief Financial Officer
4.2 A Spokesperson may, from time to time, designate in writing (1) other directors, officers, employees or contractors, or (2) with the approval of the Disclosure Committee, any other person, to speak on behalf of the Corporation as back-ups or to respond to specific inquiries.
4.3 Any person to whom this Policy applies who is approached by the media, an analyst, investor or any other member of the public to comment on the affairs of the Corporation, must refer all inquiries to the Chief Executive Officer, the Senior Vice President Sales and Service, or the Chief Financial Officer of Cargojet and must immediately notify the Chief Executive Officer, the Senior Vice President Sales and Service, or the Chief Financial Officer of the Corporation that the approach was made.

5. Disclosure of Material Information

5.1 “Material information” consists of both “material facts” and “material changes”. A “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 securities of the Corporation. A “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 the Corporation and includes a decision to implement such a change if such a decision is made by the board of directors or senior management of the Corporation who believe that confirmation of the decision by the board of directors is probable.
5.2 Any person to whom this Policy applies who becomes aware of information that has the possibility of being Material Information must immediately disclose that information to the Chief Executive Officer, the Senior Vice President Sales and Service, or the Chief Financial Officer of the Corporation. Schedule “B” attached hereto lists examples of Material Information.
5.3 Material Information is required to be disclosed immediately. The Disclosure Committee, in consultation with the Board of Directors of the Corporation and others as appropriate, shall determine what is deemed to be Material Information and the appropriate public disclosure. Disclosure must be corrected immediately if the Corporation subsequently learns that earlier disclosure by the Corporation contained a material error at the time it was given.
5.4 News releases disclosing Material Information will be transmitted by the Corporation forthwith to the Toronto Stock Exchange, relevant regulatory bodies and major news wire services that disseminate financial news to the financial press and to daily newspapers that provide regular coverage of financial news in the areas where the Corporation has operations.
5.5 In the event a material change occurs, the Corporation shall file a material change report as soon as practicable and in any event within ten days of the date on which the material change occurs.

6. Internet Chat Rooms and Bulletin Boards

6.1 Directors, Officers, Employees and Contractors must not discuss or post any information relating to the Corporation or any of its subsidiaries or trading in securities of the Corporation in Internet chat rooms, newsgroups or bulletin boards.
6.2 Directors, Officers, Employees and Contractors must advise the Chief Executive Officer, the Senior Vice President Sales and Service, or the Chief Financial Officer of the Corporation if they are aware of any discussion of information of the Corporation in a chat room, newsgroup or bulletin board.

7. Rumours

The Corporation shall not comment, affirmatively or negatively, on rumours. This also applies to rumours on the Internet. Spokespersons will respond consistently to those rumours, saying “It is our policy not to comment on market rumours or speculation.” If the Toronto Stock Exchange or a securities regulatory authority requests that the Corporation make a statement in response to a market rumour, the Disclosure Committee will consider the matter and make a recommendation to the Chief Executive Officer of the Corporation as to the nature and context of any response.

8. Confidentiality of Undisclosed Material Information

8.1 “Undisclosed Material Information” of the Corporation is Material Information about the Corporation that has not been “Generally Disclosed”; that is, disseminated to the public by way of a news release together with the passage of a reasonable amount of time (24 hours, unless otherwise advised that the period is longer or shorter, depending on the circumstances) for the public to analyze the information
8.2 Any person to whom this Policy applies and who has knowledge of Undisclosed Material Information must treat the Material Information as confidential until the Material Information has been Generally Disclosed.
8.3 Undisclosed Material Information shall not be disclosed to anyone except in the necessary course of business. If Undisclosed Material Information has been disclosed in the necessary course of business, anyone so informed must clearly understand that it is to be kept confidential, and, in appropriate circumstances, execute a confidentiality agreement. Schedule “C” attached hereto lists certain circumstances where securities regulators believe disclosure may be in the necessary course of business. When in doubt, all persons to whom this Policy applies must consult with the Chief Executive Officer of the Corporation to determine whether disclosure in a particular circumstance is in the necessary course of business. For greater certainty, disclosure to analysts, institutional investors, other market professionals and members of the press and other media will not be considered to be in the necessary course of business. “Tipping”, which refers to the disclosure of Undisclosed Material Information to third parties outside the necessary course of business, is prohibited.
8.4 In order to prevent the misuse or inadvertent disclosure of Undisclosed Material Information, the procedures set forth below should be observed at all times:
  • Documents and files containing confidential information should be kept in a safe place to which access is restricted to individuals who “need to know” that information in the necessary course of business and code names should be used if necessary;
  • Confidential matters should not be discussed in places where the discussion may be overheard;
  • transmission of documents containing Undisclosed Material Information by electronic means will be made only where it is reasonable to believe that the transmission can be made and received under secure conditions such as a dedicated server; and
  • unnecessary copying of documents containing Undisclosed Material Information must be avoided and extra copies of documents must be promptly removed from meeting rooms and work areas at the conclusion of the meeting and must be destroyed if no longer required.

9. Quiet Period

9.1 Each period (1) beginning on the last day of each fiscal quarter and each fiscal year, and (2) ending when the earnings for that quarter or year have been Generally Disclosed by way of a news release, will be a “Quiet Period”. During a Quiet Period, Spokespersons must not provide any future-oriented information relating to the business and affairs of the Corporation or any of its subsidiaries. Spokespersons are also prohibited from providing any future oriented information about the Corporation or any of its subsidiaries’ prospective business, operations or capital, including future-oriented financial information (as that term is defined under applicable securities law) (“Forward-Looking Information”) about expected revenues, net income or profit, earnings per share, expenditure levels, and other information commonly referred to as earnings guidance (“Earnings Guidance”) or comments with respect to the financial results for the current fiscal quarter or current fiscal year. Notwithstanding these restrictions, the Corporation may Generally Disclose Forward-Looking Information during the Quiet Period when the Forward-Looking Information constitutes Undisclosed Material Information. During a quiet period, Spokespersons may respond to unsolicited inquiries about information either that is not Material Information or that has been Generally Disclosed.

10. Avoiding Selective Disclosure

10.1 When participating in shareholder meetings, news conferences, analysts’ conferences and private meetings with analysts, Spokespersons must only disclose information that either (1) is not Material Information or (2) is Material Information but has previously been Generally Disclosed. For greater certainty, acceptable topics of discussion include the Corporation’s business prospects (subject to the provisions of Section 11 of this Policy), the business environment, management’s philosophy and long-term strategy. Any selective disclosure of Undisclosed Material Information, including Earnings Guidance, is not permitted.
10.2 To protect against selective disclosure, the following procedures should be followed:
  • Spokespersons who are participating in shareholder meetings, news conferences, analysts’ conferences and private meetings with analysts should normally script their comments and prepare answers to anticipated questions in advance of the meeting or conference; and
  • those scripts should normally be reviewed by the Disclosure Committee before the meeting or conference and any Undisclosed Material Information that is contained in the script must be Generally Disclosed before the meeting or conference or deleted from the script if it is premature for the information to be Generally Disclosed.
10.3 After each shareholder meeting, news conference, analysts’ conference or private meeting with analysts, the Corporation’s participants should normally meet and review the disclosures made during the course of the meeting or conference to determine if any Undisclosed Material Information was unintentionally disclosed.
10.4 If Undisclosed Material Information was disclosed, the participants must advise a member of the Disclosure Committee, who shall take immediate steps to ensure that the information is Generally Disclosed.
10.5 Pending the Material Information being Generally Disclosed, the Corporation must contact the parties to whom the Material Information was disclosed and inform them (1) that the information is Undisclosed Material Information and (2) of their legal obligations with respect to the Material Information.

11. Forward-Looking Information

11.1 When reviewing analysts’ reports in accordance with the procedure set out below, comments of Directors, Officers, Employees and Contractors must be limited to identifying factual information that has been Generally Disclosed that may affect an analyst’s model and pointing out inaccuracies or omissions with respect to information that has been Generally Disclosed. Any comments must contain a disclaimer that the report was reviewed for factual accuracy only. No comfort or guidance shall be expressed on the analysts’ earnings models or earnings estimates and no attempt shall be made to influence an analyst’s opinion or conclusion.
11.2 Analysts’ reports must not be circulated by Directors, Officers, Employees and Contractors except when in the necessary course of business, nor shall they be posted on, nor linked from the Corporation’s website.
11.3 The Corporation may from time to time give Earnings Guidance or any other Forward-Looking Information through voluntary disclosure by way of a news release, provided that the cautionary language described in Section 11.4 accompanies the information.
11.4 If Forward-Looking Information is Generally Disclosed:
  • the information must be clearly stated to be forward-looking;
  • the factors and assumptions that were used to arrive at the Forward- Looking Information must be clearly described; and
  • the factors that could cause actual results to differ materially must be clearly stated, and should be presented with a reasonably possible range of outcomes, a sensitivity analysis or other qualitative analysis that will assist in assessing the related risks.

12. Trading of Securities of the Corporation

12.1 “Insider Trading” which refers to Persons in a Special Relationship with the Corporation purchasing or selling or otherwise monetizing securities of the Corporation while in possession of Undisclosed Material Information, is prohibited.
12.2 In addition to Section 12.1, Directors, Officers, Employees and Contractors shall not purchase or sell or otherwise monetize securities of the Corporation except during a “Trading Window”, provided there is no “Blackout Period” in effect.

Prior to purchasing, selling or otherwise monetizing securities of the Corporation during a Trading Window when there is no Blackout Period in effect, Board Members and Senior Officers shall provide written notice to the Chief Financial Officer of their intent to purchase, sell or monetize securities of the Corporation, and such notification shall include, but not be limited to, the amount of securities of the Corporation that the Board Member or Senior Officer intends to purchase, sell or otherwise monetize.

“Trading Window” means: (1) the period of time beginning on the third day on which the Toronto Stock Exchange is open for trading and on which the trading in the Corporation’s securities is not halted or suspended (a “Trading Day”) after the financial results for a fiscal quarter or fiscal year have been disclosed by way of a news release and ending on the last day of the next quarter; and (2) any other period designated by the Disclosure Committee and communicated to those persons to whom this Policy applies. If the Trading Window ends on a weekend or statutory holiday, it shall be deemed to have ended on the last business day before the weekend or statutory holiday.

“Blackout Period” means: (1) any time when trading securities of the Corporation is prohibited pursuant to this Policy; and (2) any other period designated by the Disclosure Committee and communicated to those persons to whom this Policy applies.

12.3 Notwithstanding Section 12.2, a Director, Officer, Employee and Contractor may purchase or sell securities during a Blackout Period with the prior written consent of the Chief Executive Officer of the Corporation. The Chief Executive Officer of the Corporation will grant permission to purchase or sell during a Blackout Period only in the case of unusual, exceptional circumstances. Unusual, exceptional circumstances may include the sale of securities in the case of severe financial hardship or where the timing of the sale is critical for significant tax planning purposes.
12.4 The trading prohibitions in Section 12 do not apply to the acquisition of securities through the exercise of stock based compensation, if any, but do apply to the grant of stock based compensation, if any, and the sale of the securities acquired through the exercise of stock based compensation, if any.

13. Insider Trade Reports

13.1 An Insider of the Corporation is required to file an initial insider report within five (5) days of becoming an Insider and subsequent insider reports within five (5) days following any trade of securities of the Corporation or such other period as may be prescribed by statute. If an Insider of the Corporation does not own or have control over or direction over securities of the Corporation, or if ownership or direction or control over securities of the Corporation remains unchanged from the last report filed, a report is not required.
13.2 If an Insider has made a trade and requires assistance with the filing of an insider report, such Insider should contact the Chief Financial Officer of the Corporation who will arrange for assistance with the preparation and filing of an insider report.

Non-compliance with these policies is a serious breach of the terms and conditions of engagement and will be dealt with accordingly.

 

Schedule “A”

Individuals and Entities to Whom This Policy Applies

“Directors, Officers, Employees and Contractors” means a director, an officer, an employee or an independent contractor (who is engaged in an employee-like capacity) of the Corporation or its subsidiaries. As described below, all Directors, Officers, Employees and Contractors are also Persons in a Special Relationship with the Corporation.

“Employee” means a full-time, part-time, contract or secondment employee of the Corporation or any of its subsidiaries.

“Insider” means:

(1) a director or a Senior Officer of the Corporation;
(2) a person who beneficially owns, directly or indirectly, more than 10% of the voting securities of the Corporation or who exercises control or direction over more than 10% of the votes attached to the voting securities of the Corporation (a “10% Shareholder”);
(3) a director or a Senior Officer of a subsidiary of the Corporation; or
(4) a director or a Senior Officer of a 10% Shareholder of the Corporation.

As described herein, all Insiders are also (1) Directors, Officers, Employees and Contractors and (2) Persons in a Special Relationship with the Corporation.

“Persons in a Special Relationship with the Corporation” means:

(1) each Director, Officer, Employee and Contractor;
(2) each 10% Shareholder;
(3) each director, officer, employee or contractor of a 10% Shareholder;
(4) each member of an operating or advisory committee of the Corporation or its subsidiaries;
(5) each director, officer, partner and employee of a company that is engaging in any business or professional activity with the Corporation or its subsidiaries and who routinely comes into contact with Material Information;
(6) each person or company that learned of Material Information with respect to the Corporation from a person or company described in (1) though (5) of this definition and knew or ought reasonably to have known that the other person or company was in such a special relationship; and
(7) any spouse, live-in partner or relative of any of the individuals referred to in (1) through (6) who resides in the same household as that individual.
(8) A company is considered to be a “Subsidiary” of another company if it is controlled by (1) that other, (2) that other and one or more companies, each of which is controlled by that other, or (3) two or more companies, each of which is controlled by that other; or it is a subsidiary of a company that is that other’s subsidiary. In general, a company will control another company when the first company owns more than 50% of the outstanding voting securities of that other company.

“Senior Officer” means:

(1) the chair or a vice-chair of the Board of Directors of the Corporation or any of its subsidiaries, the President, Chief Executive Officer, Chief Financial Officer, a Vice- President, the Corporate Secretary, the Treasurer or the General Manager of the Corporation or any of its subsidiaries or any of their operating divisions; or
(2) any other individual who performs functions for the Corporation or any of its subsidiaries similar to those normally performed by an individual occupying any of the offices listed in (1) above.

As described herein, all Senior Officers are also (1) Insiders, (2) Directors, Officers, Employees and Contractors and (3) Persons in a Special Relationship with the Corporation.

 

Schedule “B”

Examples of Information That May Be Material
(Based on National Policy 51-201 and
Section 410 of the Toronto Stock Exchange Manual)

Changes in corporate structure

  • changes in share ownership that may affect control of the Corporation
  • changes in corporate structure such as 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 Corporation’s assets
  • any material change in the Corporation’s accounting policies

Changes in business and operations

  • any development that affects the Corporation’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 of contracts or business
  • significant discoveries by resource companies
  • changes to the Board of Directors or executive management, including the departure of the Corporation’s Chairman, Chief Executive Officer or Chief Financial Officer (or persons in equivalent positions)
  • 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 Corporation’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 Corporation’s assets
  • defaults under debt obligations, agreements to restructure debt, or planned enforcement procedures by a bank or any other creditors
  • changes in rating agency decisions
  • significant new credit arrangements

 

Schedule “C”

Examples of Disclosures That May Be Necessary in the Course Of Business
(As set out in National Policy 51-201)

(1) Disclosure to:

  • vendors, suppliers, or strategic partners on issues such as research and development, sales and marketing, and supply contracts
  • employees, officers and board members
  • lenders, legal counsel, auditors, underwriters, and financial and other professional advisors to the Corporation
  • parties to negotiations
  • labour unions and industry associations
  • government agencies and non-governmental regulators
  • credit rating agencies (provided that the information is disclosed for the purpose of assisting the agency to formulate a credit rating and the agency’s ratings generally are or will be publicly available)

(2) Disclosures in connection with a private placement
(3) Material information given to effect a take-over bid, business combination or acquisition