Corporate governance
Insider trading policy.
Silver Scott Mines, Inc. does not allow anyone covered by this policy to trade on, or pass on, material nonpublic information.
1. Purpose
Federal and state securities laws prohibit trading in securities while aware of material nonpublic information, and prohibit passing that information to others who may trade. This policy sets the rules that Silver Scott Mines, Inc. (the "Company") applies to protect its shareholders and the people covered by it.
2. Who is covered
- Directors, officers, employees, consultants and contractors of the Company.
- Their family members who share their household, and anyone whose trades they direct or influence.
- Entities they control, including trusts, partnerships and companies.
- Anyone the Compliance Officer designates because of access to material nonpublic information, including advisors and parties to a proposed transaction with the Company.
The policy continues to apply after a person leaves the Company until the information they hold becomes public or is no longer material.
3. Covered assets
- Company securities: common stock, preferred stock, convertible notes, options, warrants and any derivative linked to them.
- Digital assets: REVO tokens of Revolution Network, which the Company holds and plans to use, and any other digital asset the Compliance Officer designates.
- Other companies: securities of any business partner, customer, supplier or transaction party about which a covered person learns material nonpublic information through work for the Company.
4. Material nonpublic information
Information is material if a reasonable investor would consider it important in deciding to buy, hold or sell, or if it could affect the market price. Examples include financial results, a proposed merger, acquisition or asset purchase, a letter of intent, changes in control or management, financings, significant contracts, regulatory actions, and changes to the Company's digital asset holdings or node operations.
Information is nonpublic until the Company has released it through the OTC Markets Disclosure & News Service or another broad public channel, and one full trading day has passed.
5. Rules
- Do not buy, sell or otherwise trade a covered asset while aware of material nonpublic information about it.
- Do not disclose material nonpublic information to anyone outside the Company, except under a confidentiality agreement approved by the Company and only as needed for the Company's business.
- Do not recommend that anyone trade a covered asset while you are aware of material nonpublic information.
- Do not discuss the Company or its securities in online forums, chat rooms or social media, except through communications the Company has approved.
6. Blackout periods
Quarterly blackout. Directors, officers and designated persons may not trade Company securities from the fifteenth day of the last month of each fiscal quarter until one full trading day after the Company publishes its quarterly or annual report for that period.
Event blackout. The Compliance Officer may close trading at any time for some or all covered persons, for example while a transaction is negotiated or a letter of intent is pending. The existence of an event blackout is itself confidential.
7. Pre-clearance
Directors, officers and designated persons must obtain written pre-clearance from the Compliance Officer at least two business days before any trade in a covered asset, including gifts and transfers. A clearance is valid for three trading days. A clearance does not apply if the person becomes aware of material nonpublic information before the trade.
8. Prohibited transactions
- Short sales of Company securities.
- Puts, calls and other exchange-traded or privately negotiated derivatives on Company securities.
- Hedging or monetization transactions, including collars and forward sales.
- Holding Company securities in a margin account or pledging them as collateral, unless the Board approves an exception in advance.
- Standing or limit orders on Company securities that last beyond one trading day, unless part of an approved trading plan.
9. Trading plans
A covered person may trade under a written plan that meets the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, including its cooling-off period. The Compliance Officer must approve the plan before it is adopted, and the plan may be adopted only when the person is not aware of material nonpublic information and no blackout applies.
10. Compliance Officer
The Board designates a Compliance Officer to administer this policy, answer questions, keep pre-clearance records and maintain a list of designated persons. Questions about this policy go to the Compliance Officer before any trade.
11. Consequences
Insider trading and tipping can lead to civil and criminal penalties for the individual and the Company. A violation of this policy may also lead to disciplinary action, up to termination of employment or service.
12. Certification
Every director, officer and designated person must certify in writing that they have read and will comply with this policy, when they join and each year after.
This summary of the policy is posted for information. The policy as adopted by the Board governs.