Poseidon Nickel : Securities Trading Policy

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Securities Trading Policy

Poseidon Nickel Limited ABN 60 060 525 206

Adopted by the Board on 15 December 2021

For personal use only

Poseidon Nickel Limited Securities Trading Policy

1. Purpose
2. 1. The Corporations Act 2001 (Cth) (Corporations Act) prohibits the trading in shares, options, debentures (including convertible notes) and other securities (securities) of a company by any person who is in possession of price sensitive information regarding that company that is not generally available. The Corporations Act:
   2. 1. imposes substantial penalties on persons who breach those provisions; and
      2. applies to the extent of any inconsistency between it and this policy.
   3. This policy regulates dealings by directors and certain officers of Poseidon Nickel Limited (Poseidon or the Company) and other designated persons, in securities in Poseidon about which they acquire Inside Information through their position or dealings with Poseidon.
   4. This policy is not designed to prohibit Poseidon Persons from investing in Poseidon securities but does recognise that there may be times when directors, officers or certain employees cannot or should not invest in Poseidon securities.
3. Definitions

For the purposes of this policy:

1. "Blackout Period" has the meaning given in section 4.1 of this policy;
2. "Board" means the board of directors of the Company from time to time;
3. "Company Secretary" means the secretary of the Company from time to time;
4. "Directors" means each director of Poseidon;
5. "Senior Management" means the Chief Executive Officer, the Chief Financial Officer, Managing Director and Company Secretary of Poseidon, Key Management Personnel and persons as the Board decides from time to time;
6. "Inside Information" has the meaning given in section 3.2 of this policy;
7. "Key Management Personnel" has the meaning given in the Corporations Act;
8. "Material Contractors" means those contractors that are involved in the significant operations of the business which includes exploration activities, development activities and operation of mining projects.
9. "Poseidon Person" means:
10. 1. all Directors, Employees and material contractors, any other person designated a Poseidon Person by the Board in writing; and
    2. also includes:

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1. a company or trust controlled by any of the persons referred to in sub- paragraph (i) above; and
2. for the purposes of section 4 only, a spouse (including a de facto spouse), child (including a step-child or adopted child), a close relative, a person financially dependent on or acting in concert with any of the persons referred to in sub-paragraph (i) above.

3 Insider trading

1. General prohibition on insider trading
2. 1. No Poseidon Person may, while in possession of Inside Information concerning Poseidon, in breach of the Corporations Act:
   2. 1. buy or sell any Poseidon securities at any time;
      2. procure another person to deal in Poseidon securities in any way; or
      3. pass on any Inside Information to another person for that person's own personal gain by dealing in Poseidon securities in any way.
   3. All Poseidon Persons are prohibited from dealing in the securities of outside companies about which they acquire Inside Information through their position with Poseidon.
   4. The requirements imposed by this policy are in addition to any legal prohibitions on insider trading. Trading in Poseidon securities is prohibited at any time by a director or a Poseidon Person if that person possesses Inside Information.
3. Inside Information
   A Poseidon Person is responsible for assessing whether they possess "Inside Information". This occurs where:
4. 1. the person possesses information that is not generally available to the public and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of Poseidon's securities (or a decision whether or not to trade in them); and
   2. the person knows, or ought reasonably to know, that the information is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of Poseidon's securities.

A reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence a person who commonly invests in securities to either deal or not deal in securities in any way. Inside Information in relation to the securities of outside companies has the same meaning for the purposes of this policy, except that references to "Poseidon's securities" should be read as references to the securities of the outside company.

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4 Restrictions on trading in Blackout Periods

4.1 Blackout Periods

1. Poseidon Persons, subject to sections 4.3 and 6, may not buy or sell Poseidon securities during a Blackout Period.
2. "Blackout Periods" are times when Poseidon Persons must not deal in the
   Company's securities.

The following are mandated Blackout Periods:

1. from the close of the ASX trading day on 31 December each year, until the day on which the Company's half yearly results are released to the ASX;
2. from the close of the ASX trading day on 30 June each year, until the day on which the Company's full year results are released to the ASX;
3. on the day of the Company's AGM; and
4. any other period that the Board specifies from time to time.

If 31 December or 30 June are not ASX trading days, then the Blackout Period begins on the preceding ASX trading day.

During Blackout Periods Poseidon Persons must not deal in any of the Company's financial products or securities, or in any securities related to them.

4.2 Notifications

1. Poseidon Persons must:
2. 1. prior to dealing in Poseidon securities outside a Blackout Period or where paragraph 5 requires the person to obtain a consent under paragraph 4.2, notify the relevant person in paragraph 4.2(c) (the Authorising Officer) of their proposed dealing and obtain consent from the Authorising Officer; and
   2. confirm that they are not in possession of any Inside Information; and
   3. after dealing with the Poseidon securities, provide the Authorising Officer with a transaction confirmation.
3. For the avoidance of doubt, the Poseidon Person seeking authorisation cannot be their own Authorising Officer.
4. Authorising Officer

Poseidon Person seeking authorisation	Authorising Officer
Chair of the Board	The Chair of the Audit and Risk Committee
Other directors, Company Secretary and any	The chair of the Board or, in his/her absence,
other Key Management Personnel	the chair of the Audit and Risk Committee.
Any other Poseidon Person	The Company Secretary or, in his/her absence,
	the Chief Executive Officer.

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1. Exceptional circumstances
2. 1. In exceptional circumstances the Authorising Officer, has discretion to approve dealings in Poseidon securities during a Blackout Period, or other dealings that would otherwise be prohibited by this policy. Any approval given under this section 4.3(a), must be provided by electronic delivery via email. The notification requirements still apply.
   2. What constitutes "exceptional circumstances" will be assessed on a case-by-case basis within the absolute discretion of the Board, and may include, without limitation, severe financial hardship or a requirement to comply with a court order or court enforceable undertaking.
3. Company secretary to maintain records
   The Company Secretary will maintain a copy of:
4. 1. all requests for an approval to deal in Poseidon's securities submitted by a Poseidon Person; and
   2. details of all dealings in Poseidon's securities made by a Poseidon Person.

5 Other restrictions

1. No speculative trading
   Under no circumstances should Poseidon Persons engage in short-term or speculative trading in Poseidon securities. This prohibition includes short term direct dealing in Poseidon securities as well as transactions in the derivative markets, involving exchange traded options, share warrants, contracts for difference, and other similar instruments, which are short term or speculative.
2. No protection arrangements
   The entering into of all types of "protection arrangements" for any Poseidon securities (or Poseidon products in the derivatives markets):
3. 1. is prohibited at any time in respect of any Poseidon securities which are unvested or subject to a holding lock; and
   2. otherwise, requires consent under paragraph 4.2.

For the avoidance of doubt and without limiting the generality of this policy, entering into protection arrangements includes entering into transactions which:

1. Amount to "short selling" of securities beyond the Poseidon Person's holding of securities;
2. Operate to limit the economic risk of any Poseidon Person's security holding (e.g. hedging arrangements) including Poseidon's securities held beneficially (for example, in trust or under any Poseidon incentive plan) on that Poseidon Person's behalf; or

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