1. Objective

The Board of Directors of First Point Minerals Corp. (the “Company”, or “First Point”) has adopted this Ethics & Business Conduct Policy (for the purposes of this document, the “Policy”) for the purpose of fostering a climate of honesty, truthfulness and integrity. The Policy applies to the directors, officers, employees, consultants to and others, such as contractors, who are in a contractual relationship with First Point Minerals (each such person, for the purposes of this Policy, a “Representative”). The Policy also applies to each of First Point’s subsidiary companies.

The Policy outlines the principles of ethical conduct to which the Representatives are expected to adhere in the conduct of the Company’s business and establishes mechanisms to report unethical conduct.

The Company is committed to:

  1. operate in a responsible manner that complies with applicable laws, rules and regulations;
  2. use “best practices” in meeting its environmental stewardship responsibilities;
  3. provide a safe and healthy workplace;
  4. operate free from favoritism, fear, coercion, discrimination or harassment;
  5. maintain a respectful and mutually beneficial relationship with indigenous peoples, including First Nations, and
  6. provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with any governing body or publicly disclosed;

and the Company requires its directors and officers to provide leadership and direction with respect to these principles.

2. Communication of the Policy

Copies of this Policy are made available to directors, officers, employees, consultants and contractors, either directly or by posting the Policy on the First Point website. All directors, officers and employees will be informed whenever significant changes are made. New directors, officers, employees, consultants and contractors will be provided with a copy of this Policy. All agreements with consultants and contractors should include a provision that the consultant and contractor must abide by this Policy at all times.

3. Compliance with Laws, Rules and Regulations

The Board is responsible for setting the standards of business conduct contained in the Policy. While the Board will oversee and monitor compliance with the Policy, it is the individual responsibility of each Representative to comply with those provisions of the Policy that are specifically applicable to them, and which are set out below.

Representatives are required to comply with all applicable laws, rules and regulations, including, without limitation, the Company’s policies, which address many of the following expectations in more detail, and include, without limitation, the following principal corporate policies:

  • Corporate Disclosure Policy;
  • Insider Trading Policy;
  • Ethics & Business Conduct Policy;
  • Foreign Corrupt Practices Policy, and
  • Whistle Blower Policy.

4. Fair Dealings

Representatives are required to deal fairly with the Company’s employees, securityholders, customers, suppliers and competitors in a business-like manner, free from discriminatory practices, including harassment.

5. Confidentiality

Representatives are required to maintain and protect the confidentiality of all information and materials relating to the Company that are entrusted to them. Information which may not be “material” for the purposes of securities law disclosure requirements should nevertheless be kept confidential for competitive or other business reasons. Appropriate measures to protect confidentiality, up to and including written confidentiality agreements, should be carefully considered before confidential information is disclosed to persons outside the Company.

Representatives will not have any communications regarding the Company with news media, members of the investment community, shareholders or other capital market participants except as permitted by the Corporate Disclosure Policy.

Representatives are reminded that the obligation to keep information confidential applies both during and following employment or office with the Company.

6. Use of Resources

Representatives are to safeguard and use the Company’s assets and resources for legitimate business purposes only.

Any information provided to Representatives and any materials obtained by Representatives in the course of employment or pursuant to a contractual relationship with the Company are and will remain the property of the Company. Such property will be returned to the Company upon termination of office, employment or contract.

Representatives are prohibited from taking for themselves personally opportunities that arise through the use of Company property, information or position and from using Company property, information or position for personal gain. Directors, officers and employees are also prohibited from competing with the Company directly or indirectly and owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises.

The Company’s property and opportunities must not be used for illegal activities. Any instances of theft, misuse or waste of funds or assets and appropriation of opportunity must be reported in accordance with the Whistleblower Policy.

7. Company Records

Officers and employees have a responsibility to ensure the integrity of the Company’s accounting and financial records and ensure the full, fair, accurate and timely disclosure of financial information.

8. Conflicts of Interest

  1. Employees

    Employees are required to avoid situations where their personal interests interfere in any way with the interests of the Company, including receiving improper personal benefits as a result of their position in the Company. A transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be reported to the Corporate Governance Committee. Each employee is required to promptly disclose any actual or potential conflict of interest to his or her immediate superior and, if the matter cannot be resolved by the employee and superior, the employee must advise the Corporate Governance Committee.

  2. Directors and Officers

    Directors and officers are required to avoid situations that place the director or officer in a conflict of interest. If a director or officer finds themselves in a conflict or potential conflict of interest, their duties are as follows:

    1. For officers:
      • The conflict or potential conflict must be reported immediately to their immediate superior.
      • If the conflict or potential conflict cannot be avoided or resolved by the officer and his or her immediate superior, the officer must advise the Corporate Governance Committee.
      • For non-executive officers, the CEO, may, in appropriate circumstances as he or she determines in their best judgment, waive a conflict. Any such waivers must be reported to the Corporate Governance Committee at its next meeting.
      • For executive officers, only the Board may waive a conflict.
    2. For directors:
      • The conflict or potential conflict must be reported immediately to the Chairman of the Board and Chairman of the Corporate Governance Committee.
      • If the conflict or potential conflict cannot be avoided or resolved, the director must disclose the conflict or potential conflict to all of the directors of the Company; and abstain or recuse, as the case may be, from any vote or meeting in connection with the subject of the conflict.

9. Duty of Loyalty

Directors and officers must act honestly, in good faith, and in the best interests of the Company.

10. Duty of Care

Directors and officers owe a duty of care to the Company and must exercise the degree of skill and diligence reasonably expected from an ordinary person of his or her knowledge and experience.

11. Duty to Disclose

A director has a duty to disclose to the Board his or her private interests in transactions in which the Company is involved or proposes to be involved. The Corporate Secretary will attach a copy of a Notice of Disclosure signed by the disclosing director to the Minutes of the Board meeting at which such disclosure is made.

In the case of an officer, disclosure of such interests must be made to the Corporate Governance Committee.

12. Reporting of Illegal or Unethical Behaviour

Each individual has a duty to report to the Chairman of the Audit Committee, any activity which:

  • he or she believes contravenes the law;
  • represents a real or apparent conflict of interest or a breach of this Policy;
  • represents a misuse of the Company funds or assets;
  • represents a danger to public health, safety, or the environment; or
  • might result in a failure by the Company to provide full, fair, accurate and timely disclosure of financial results and material facts.

The procedures for reporting concerns are set out in Subsection 3 – Reporting Alleged Violations or Complaints of Section 15 – Whistle Blower Policy of this Manual. As provided in the Whistle Blower Policy, individuals who raise genuine concerns will not be subject to retribution or disciplinary action.

13. Waiver of the Policy

Any waiver of the Policy for the benefit of a director or an officer may be made only by the Board or, if permitted, a committee thereof. Any waivers will be promptly disclosed as required by law or stock exchange regulations.