Disclosure Policy1. GENERAL STATEMENT
The Board of Directors of Cornerstone Capital Resources Inc., (The "Company" or "Cornerstone"), has adopted this Disclosure Policy in order to ensure public communications about the Company are accurately disseminated in a timely manner, in accordance with applicable securities laws. This Policy will ensure the board of directors, senior management and all employees have a consistent understanding of the Company's approach to disclosure.
This Policy is applicable to employees, senior management, officers and directors. The Policy covers all disclosures in documents filed with the securities regulators. It covers financial and other written statements made in the Company's annual and interim reports, all press releases, presentations by management and information contained in the Company's website. It also covers any oral communication with the public in general, including investors, brokers, analysts, letter writers, interviews with media, and speeches to the general public.
The Corporate Governance and Compensation Committee will periodically review this Policy and any changes thereto.
2. MATERIAL INFORMATION
Material information is any information that can reasonably be expected to result in a significant change, either positive or negative, in the share price of the Company.
3. RESPONSIBILITY FOR DISCLOSURES
It is the responsibility of the President, in consultation with the CEO, CFO and the V.P. Exploration to oversee the disclosure practices of the Company and to ensure that material information is fully disclosed to the public on a timely basis. A record of approval of such disclosures will be maintained by the CFO.
4. RESTRICTIONS ON DISCLOSURES
No director, officer or employee shall disclose any non-public information about the Company to any person outside the Company, unless disclosure is required to properly perform duties of the director, officer or employee. All inquiries or calls from investors, analysts or the media should be referred to the Manager of Corporate Communications or the President.
5. DISCLOSURE PROCEDURES
Once approved for disclosure the information should be quickly disclosed on a non-selective, broad basis, to the public.
If the Exchange is open for trading at the time that material information is to be released, prior notice of a Press Release must be provided to Market Surveillance, to determine if trading should be halted prior to the disclosure.
Press Releases of material information should be sufficient in detail to enable the reader to fully understand the information being disclosed. The Audit Committee shall approve all Press Releases containing financial information taken from the financial statements, prior to any release of such information. Press releases containing material information shall be disseminated through an approved wire service, and sent simultaneously to the Exchange as well as posted to the System for Electronic Document Analysis and Retrieval (SEDAR). The Press Release will be posted to the Company Website immediately after release.
6. FINANCIAL INFORMATION
All financial results will first be approved by the Audit Committee of the Board of Directors prior to public release.
All financial statement information which is publicly disclosed must be prepared and presented in accordance with Canadian Generally Accepted Accounting Principles as well as complying with all regulatory requirements. It is the policy of the Company to fully disclose all material financial information in its quarterly and annual financial statements and related documents in a timely and accurate manner.
Selective disclosure of financial and other information is strictly prohibited by this policy. All financial information will only be disclosed to the public by means of a press release.
7. TECHNICAL INFORMATION
The results of all exploration and development activity on mineral properties must be disclosed to the public in compliance with the TSX Venture Exchange Corporate Finance Manual -- Appendix 3F - "Mining Standards Guidelines".
8. TRADING RESTRICTIONS
Due to the illegality of trading securities or disclosing information, with inside knowledge of material information that has not been publicly disclosed, all directors, officers and employees of the Company are prohibited from trading securities of the Company or disclosing any inside information until any known material information has been fully disclosed to the public and a reasonable period of time has passed since such disclosure. A reasonable period of time for purposes of this Policy is considered one full trading day after material information has been disclosed. The President, or in his absence, the CFO shall have the authority to impose such trading "Blackout" periods.
9. CONTACT WITH INVESTORS, MEDIA AND ANALYSTS
The Company shall not disclose material non-public information to individuals or groups without first issuing a press release to the public in accordance with this Policy. Care must be taken by individuals responsible for meetings or discussions with investors/analysts/media, not to disclose any material information that has not yet been made public per this Policy. All inquiries or calls from investors, analysts or the media should be referred to the Manager of Corporate Communications or the President.
10. FORWARD-LOOKING INFORMATION
All forward-looking information must be clearly identified as forward looking. Material assumptions used in the preparation of forward-looking information must be identified and a statement must be made that identifies the specific risks and uncertainties associated with the information, which could cause actual results to differ materially from the forward-looking information.
11. RECORD OF DISCLOSURES
A record of all publicly disclosed information shall be maintained by the Manager of Corporate Communications. This includes all Press Releases, Annual Reports, Annual Information Forms, Notice & Management Proxy Circulars, Quarterly Reports and Material Change Reports if any.
12. DISCIPLINARY ACTION
The President has the authority to impose any reasonable disciplinary action, up to and including termination of services, upon any officer or employee who contravenes this Disclosure Policy.