NGEx Resources Inc.
The NGEx District

South America's Biggest New Copper-Gold Camp



Corporate Governance

 Whistleblower Policy - English


NGEx Resources Inc. and its subsidiaries (collectively, the "Corporation"), is committed to the highest standards of openness, honesty and accountability that its various stakeholders are entitled to expect.

The Audit Committee of the Board of Directors of the Corporation has established the following procedures for the receipt, retention and treatment of complaints or submissions regarding accounting, internal accounting controls or auditing matters, as well as other corporate misconduct and breaches of the Code of Business Conduct and Ethics Policy (a "complaint"). Like the Code of Business Conduct and Ethics Policy, this Whistleblower Policy is designed to encourage ethical behavior by all NGEx Resources employees, including employees of NGEx Resources' subsidiaries, and provides details and procedures for submitting a complaint.


Anyone may file a complaint by posting it to the Corporate Secretary at NGEx Resources Inc., Suite 2000, 885 West Georgia Street, Vancouver, B.C. Canada V6C 3E8. The Corporate Secretary will forward the complaint to the Chair of the Audit Committee.

In addition to the General Complaint Procedure set out above, an employee of the Corporation may submit a confidential complaint regarding a questionable accounting or auditing matter by forwarding it directly to the attention of the Chairman of the Audit Committee, Mr. William A. Rand. Mr. Rand may be reached by any of the following methods:

Telephone:   (604) 687-5800
Post: Confidential Employee Concerns
Att: Mr. William A. Rand, Audit Committee Chairman
NGEx Resources Inc.
c/o Suite 2000, 885 West Georgia Street
Vancouver, B.C. Canada V6C 3E8

Content of Complaints

To assist the Corporation in the response to or investigation of a complaint, the complaint should contain as much specific, factual information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the complaint, including, without limitation and to the extent possible, the following information:
  • The alleged event, matter or issue that is the subject of the complaint;
  • The name of each person involved;
  • If the complaint involves a specific event or events, the approximate date and location of each event; and
  • Any additional information, documentation or other evidence available to support the complaint.

Following the receipt of any complaints submitted hereunder, the Audit Committee will address each matter so reported, and corrective and disciplinary actions will be taken, if appropriate. The Audit Committee shall determine the steps and procedures to be taken to address the complaint and whether an investigation is appropriate and, if so, what form such investigation should take (for example whether external investigators should be employed, the timing of such investigation and other such matters as are deemed appropriate in the circumstances).


All complaints filed pursuant to this Policy will be addressed internally on a confidential basis. In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the complainant. The Complainant should keep in mind, however, that if he or she fails to identify himself or herself, the Company may not be ablet to adequately investigate and resolve the concern raised in the complaint.

Safeguards Against Retaliation, Harassment or Victimization

The Corporation understands and acknowledges that an employee's decision to report or raise a complaint can be a difficult one to make. Employees who raise serious concerns should have nothing to fear. The Corporation will not tolerate any retaliation, harassment or victimization (including informal pressures) and shall take appropriate action to protect employees who raise any complaint under this Policy in good faith.

Retention of Records

The Chair of the Audit Committee will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a summary thereof and present same to the Audit Committee on a quarterly basis. Copies of complaints and the log will be maintained by the Chair of the Audit Committee in a confidential manner.

Records of any complaints shall be maintained by the Audit Committee or its designee for a period of at least 7 years.


This policy will be (i) available on the Company's website; (ii) available at the offices of the Corporation's mining operations; and (iii) a copy shall be provided to all employees of the Corporation and its operating subsidiaries upon their recruitment and any revisions to the Policy shall be communicated to such employees.

* * * * * * *

Should you have any questions or wish additional information regarding this Policy please contact the Chair of the Audit Committee.

Adopted by the Board of Directors on March 28, 2011; and amended November 10, 2016.

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