Chalice Mining : Revised Securities Trading Policy

For personal use only

ASX Announcement

29 June 2022

Revised Securities Trading Policy

Please find attached a copy of a revised Securities Trading Policy ("Policy"), lodged in accordance with ASX Listing Rule 12.10.

A copy of the Policy is available in the Corporate Governance section of the Company's website at www.chalicemining.com/corporate-governance

Authorised for release by the Disclosure Committee of the Company.

For further information, please visit www.chalicemining.com to view our latest corporate presentation, or contact:

Corporate Enquiries	Media Enquiries	Follow our communications
Alex Dorsch	Nicholas Read	LinkedIn: chalice-mining
Managing Director & CEO	Principal and Managing Director	Twitter: @chalicemining
Chalice Mining Limited	Read Corporate Investor Relations
[phone]	[phone]
[e-mail]	[e-mail]

Registered Office

ABN 47 116 648 956

Level 3, 46 Colin Street, West Perth		[e-mail]
WA 6005, Australia	T: [phone]	@chalicemining
PO Box 428, West Perth WA 6872		www.chalicemining.com	chalice-mining

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Chalice Mining Limited Securities Trading Policy

1. Purpose

The purpose of this policy is to:

• assist those persons covered by the policy to comply with their obligations under the insider trading provisions of the Corporations Act 2001 (Cth) (Corporations Act);
• aim to ensure that the reputation of the Company and its subsidiaries (Group) is not adversely impacted by perceptions of trading in the Company's securities at certain times, and to ensure a proper market for the Company's securities is maintained that supports shareholder and investor confidence;
• establish a procedure for trading in the Company's securities by persons covered by the policy including setting out: the periods when trading is prohibited; the restrictions on trading; the exceptional circumstances when trading may be permitted during a prohibited period with prior written clearance; the procedure to obtain written clearance to trade, including during a prohibited period; and the trading that is excluded from the policy; and
• comply with the ASX Listing Rules.

This policy is for the protection of the Company and each of the persons covered by the policy. If you do not understand any part of this policy, or the summary of the law relating to insider trading, or how it applies to you, you should contact the Company Secretary before trading in any securities covered by this policy. Ultimately it is your responsibility to make sure that none of your trading constitutes insider trading.

2. Who does this policy apply to?

This policy applies to Restricted Persons. A Restricted Person is a person who is:

1. a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company (Key Management Personnel);
2. an employee of the Group (Employees);
3. a contractor of the Group nominated by the Group as a contractor to whom this policy applies (Contractors);
4. a Connected Person of a person referred to in paragraph (a), (b) or (c).

A Connected Person means a spouse or partner, child or step-child under 18 years, a parent, an unlisted body corporate which the Key Management Personnel, Employee or Contractor controls or is director of, a trust (including any self-managed superannuation fund) of which the Key Management Personnel, Employee or Contractor is a trustee (or, in the case of a corporate trustee, a director of the corporate trustee) and of which he or she or any of the persons referred to above

Securities Trading Policy				CHN-COR-POL-008
Version: 3	Approved Date: 23/06/2022		Approver Name: Board
Level 3, 46 Colin Street				[e-mail]
West Perth, Western Australia		T: [phone]	www.chalicemining.com	@chalicemining
PO Box 428, West Perth WA 6872		F: [phone]		chalice-mining

For personal use only

is a beneficiary or any other person over whom the Key Management Personnel, Employee, or Contractor has significant influence or control. Where this policy requires a Restricted Person to do an act or thing, the relevant Restricted Person must do that act or thing in respect of the Connected Person.

3. What securities are covered by this policy?

This policy applies to trading in all securities issued by the Company, and includes the following types of securities:

1. shares, share acquisition rights, performance rights and options;
2. debentures (including bonds and notes);
3. derivatives of any of the above (including equity swaps, futures, hedges and exchange-traded or over-the-counter options) whether settled by cash or otherwise,

(Company Securities).

The insider trading provisions in the Corporations Act also apply to the securities of other companies and entities if you have inside information about that company or entity. These other companies and entities may include suppliers or customers of the Group; joint venture partners; or companies that the Company or another member of the Group has entered (or is planning to enter) into a transaction with, for example a takeover or asset sale.

To "trade" in securities means, whether as principal or agent, to apply for, acquire or dispose of securities; enter into an agreement to apply for, acquire or dispose of securities. To "trade" includes the exercise of an option, the conversion of a share acquisition right or performance right.

4. Insider trading prohibition

4.1 What is Inside Information?

Inside Information is information that: (a) is not generally available; and (b) if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the securities.

A reasonable person would be taken to expect information to have a material effect on the price or value of securities if (and only if) the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of those securities. In other words, the information must be shown to be material to the investment decision of a reasonable hypothetical investor in the securities.

It does not matter how you come to know the Inside Information. For the purpose of the insider trading provisions of the Corporations Act, "information" is given a wide meaning and includes matters of supposition and other matters that are insufficiently definite to warrant being made known to the public and matters relating to the intentions, or the likely intentions of a person.

Securities Trading Policy		CHN-COR-POL-008
Version: 3	Approved Date: 23/06/2022	Approver Name: Board
		Chalice Mining Limited 2

For personal use only

Examples of information which, if made available to the market, may depending on the circumstances be likely to have a material effect on the price of Company Securities are set out in the Appendix.

4.2 When is information generally available?

Information is generally available if:

1. it consists of 'readily observable matter';
2. it has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in securities of a kind whose price or value might be affected by the information and since it was made known, a reasonable period for it to be disseminated among such persons has elapsed; or
3. it consists of deductions, conclusions or inferences made or drawn from information of the kind referred to in (a) or (b) above.

4.3 Prohibited conduct

In summary, the Corporations Act prohibits three types of conduct relating to Inside Information:

1. the direct or indirect acquisition or disposal of securities using Inside Information;
2. the procurement of another person to acquire or dispose of securities using Inside Information; and
3. communication of Inside Information to another person for the purpose of the other person acquiring or disposing of securities.

You must not, whether in your own capacity or as an agent for another, apply for, acquire or dispose of, or enter into an agreement to apply for, acquire or dispose of, any securities, or procure another person to do so if you:

1. possess Inside Information; and
2. know or ought reasonably to know, that:
3. 1. the information is not generally available; and
   2. if it were generally available, it might have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities.

Further, you must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to apply for, acquire or dispose of the securities or procure another person to do so.

4.4 Consequences of insider trading

Engaging in "insider trading" (as summarised in section 4.3), can subject you to criminal liability, including substantial monetary fines and/or imprisonment. You may also be subject to civil liability, which may include being sued by another party or the Company, for any loss suffered as a result of insider trading. Insider trading is prohibited at all times.

Securities Trading Policy		CHN-COR-POL-008
Version: 3	Approved Date: 23/06/2022	Approver Name: Board
		Chalice Mining Limited 3

For personal use only

5. Blackout periods

In addition to the prohibitions on insider trading set out in the Corporations Act, Restricted Persons must not trade in Company Securities in the periods between:

1. the date that is five trading days immediately preceding and 24 hours immediately following the release of the Company's half-year financial accounts;
2. the date that is five trading days immediately preceding and 24 hours immediately following the release of the Company's annual financial accounts;
3. the period 24 hours immediately following the release of a material announcement; and
4. the date that is five trading days immediately preceding and 24 hours immediately following the release of the Company's quarterly reports,

(Blackout Periods), unless the circumstances are exceptional (as set out in section 6) and the procedure for prior written clearance described in section 7 has been met.

In addition to the prohibitions on insider trading set out in the Corporations Act, Restricted Persons must not trade in Company Securities within any period imposed by the Board from time to time, for example because the Company is considering matters that would require disclosure to the market but for Listing Rule 3.1A (Additional Period), unless the circumstances are exceptional (as set out in section 6) and the procedure for prior written clearance described in section 7 has been met. This prohibition is in addition to the Blackout Periods. The Blackout Periods and the Additional Period are together referred to as a Prohibited Period in this policy. Restricted Persons must not disclose to anyone that an Additional Period is in effect.

Please note that even if it is outside a Prohibited Period, Restricted Persons must not trade in the Company's Securities if they are in possession of Inside Information.

6. Exceptional circumstances when trading may be permitted subject to prior written clearance

A Restricted Person, who is not in possession of Inside Information, may be given prior written clearance to trade in Company Securities during a Prohibited Period in accordance with the procedure described in section 7, in the following exceptional circumstances:

1. where the person is in severe financial hardship as deemed by the Approving Officer; or
2. where there are other circumstances deemed to be exceptional by the Approving Officer.

The determination of whether a person is in severe financial hardship or whether there are other exceptional circumstances can only be made by the relevant Approving Officer (as defined in section 7) in accordance with the procedure for obtaining clearance prior to trading set out in section 7. A person may be in severe financial hardship if he or she has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant Company Securities. A tax liability would not normally constitute severe financial hardship unless the person has no other means of satisfying the liability.

Securities Trading Policy		CHN-COR-POL-008
Version: 3	Approved Date: 23/06/2022	Approver Name: Board
		Chalice Mining Limited 4