Effective May 27, 2021 Version 3.0
involving its securities by all Weedy Team Members (as defined below) to ensure Weedy Team Members are aware of and comply with their legal obligations and this Weedy policy with respect to “insider trading” and “tipping” (the “Policy”). “Weedy”, the “Company” or “we”, as used in this Policy, means Weedy Innovations Corporation and its subsidiaries. “Weedy Team Members”, as used in this Policy, means the directors, Officers (as defined below), employees, consultants, contractors and agents of Weedy, as well as their “Associates” and “Affiliates”.
We expect every Weedy Team Member to fully comply with all applicable legal requirements, including requirements of applicable stock exchanges, and this Policy. The objectives of this Policy are to:
1.1. Scope of this Policy
This Policy applies to all Weedy Team Members.
Significant Shareholders of Weedy are subject to similar restrictions and obligations as those discussed in this Policy. However, this Policy is not intended to describe or be exhaustive of the restrictions and obligations applicable to Significant Shareholders of Weedy. As a result, Significant Shareholders should consult with legal counsel to determine their restrictions and obligations under applicable law.
2.1 Insider Trading
a) Securities legislation prohibits anyone from trading in Weedy securities with knowledge of a material fact or material change that has not been generally This prohibited activity is commonly known as “insider trading”. Definitions of “material fact” and “material change” are set out in Section 2.3 below.
b) Securities legislation also prohibits anyone from trading in the securities of any public company other than Weedy when he or she has knowledge of an undisclosed material fact or material change regarding Weedy that may affect the other public company.
2.2 Tipping
Securities legislation prohibits any person from informing any other person of a material fact or material change before the material fact or material change has been generally disclosed. This prohibited activity is commonly known as “tipping”. Both the person who provides the information and the person who receives the information could be liable under securities laws if the person who receives the information trades in securities based on the provided non-public information.
2.3 Definitions
a) “Associate” means with respect to a person or company:
b) “Affiliate” means, with respect to (i) a company, such company shall be deemed to be an Affiliate of another company if one of them is the subsidiary of the other or if both are subsidiaries of the same company or if each of them is controlled by the same person or company, and (ii) a specified person, such person is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person
c) “Compliance Committee” means the Chief Legal Officer and Chief Financial
d) “Insider” means a Weedy Team Member who is a director or Officer of Weedy or a director or Officer of a subsidiary of Weedy.
e) “Major Subsidiary” means a subsidiary of Weedy if:
f) “material change” means a change in the business, operations, assets or ownership of Weedy that would reasonably be expected to have a significant effect on the market price or value of any of the securities of Weedy, or a decision to implement such a change made by: (a) the board of directors of Weedy; or (b) senior management of Weedy who believe that confirmation of the decision by the board of directors of Weedy is
g) “material fact” means a fact that (i) would reasonably be expected to have a significant effect on the market price of value of the securities of Weedy or (ii) a reasonable investor would consider important in making a decision to buy, sell or hold securities of
h) “Material Information” means any information relating to the business and affairs of Weedy that relate to (i) a “material change” or (ii) a “material fact.”
i) “Officer” means Weedy’s president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of Weedy in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for Weedy. Officers of Weedy’s subsidiaries shall be deemed officers of Weedy if they perform such policy-making functions for Weedy.
j) “Reporting Insider” means:
3.1 Obligations on all Weedy Team Members
a) Weedy Team Members cannot trade in securities of Weedy, including exercising Weedy stock options, while in possession of Material Information with respect to Weedy that has not yet been generally disclosed
b) Weedy Team Members cannot trade in securities of another public company while in possession of Material Information with respect to Weedy that has not yet been generally disclosed and that would affect such other public company
c) Weedy Team Members cannot inform other people of Material Information regarding Weedy or any other public company before that Material Information has been generally disclosed
d) Weedy Team Members who are subject to the Financial Reporting Blackout (as defined below) must inform the Compliance Committee prior to trading in securities of Weedy, other than an exercise of options that is completed through solium.
The provisions of this Section 3.1 and the following Section 3.2 also apply to all family members of a Weedy Team Member who reside with the Weedy Team Member.
3.2 Imposition of Blackout Periods
AllWeedy Team Members in possession of Material Information which has not been generally disclosed, including Restricted Insiders (as defined below), are prohibited from trading in securities of Weedy, including exercising Weedy stock options, during an applicable “Blackout Period.”
Blackout Periods for directors and Officers of Weedy and those employees, consultants, agents and contractors designated by the Compliance Committee who participate in the preparation of Weedy’s financial statements or who are privy to nonpublic material financial or operational information relating to the Company, begin at 5 p.m. (EST) on the last day of each fiscal quarter of Weedy and end on the second clear and full trading session day following the issuance of a news release disclosing quarterly results or annual results (the “Financial Reporting Blackout”). Expressed another way, the Financial Reporting Blackout permits trading during a “window” which extends from the close of the second business day following an earnings release with respect to the preceding fiscal quarter until the close of business on the last day of each fiscal quarter of Weedy.
Notwithstanding the foregoing, Weedy Team Members (whether or not Insiders) are prohibited from trading in securities of Weedy, even during the applicable trading “window” while such Weedy Team Members possess Material Information which has not been generally disclosed.
In addition, when Material Information is deemed worthy of a blackout period or anticipated to have an impact (e.g., when significant merger & acquisition discussions are ongoing, a significant financing is contemplated), either positive or negative, on the price of Weedy shares after review by the Compliance Committee or its designee, a Blackout Period will be instituted for Weedy Team Members designated by the Compliance Committee or its designee (“Special Blackout Period”) for a period of time they deem necessary or appropriate. No one may disclose to any outside third party or any other Weedy Team Member not subject to the Special Blackout Period that a Special Blackout Period has been designated. Weedy’s policy will be to err on the side of caution in designating Special Blackout Periods and related practices, in recognition of the fact that trades that create notoriety, even if they are ultimately found to be proper, may tarnish Weedy’s goodwill and reputation.
Grants and pricing of stock options or other incentive securities during the Financial Reporting Blackout will be prohibited, except (i) with the express approval of the board of directors of the Company if it determines that there is no undisclosed Material Information; or (ii) in respect to grants to person who are prospective employees of the Company in order to attract and retain such persons, provided they are not otherwise current employees or Insiders of the Company, and provided further that no such grant shall be made (a) during the period beginning at 5 p.m. (EST) on the 15th trading day prior to the issuance of a news release disclosing quarterly results or annual results as well as the related MD&A and financial statements and ending on the second clear and full trading session day following the issuance of a news release disclosing quarterly results or annual results as well as the related MD&A and financial statements, and (b) unless otherwise authorized by the Compliance Committee, if a Special Blackout Period is in place or there is otherwise undisclosed Material Information in respect of which, in the view of the Compliance Committee, it would be advisable not to effect any grant of incentive securities until such Material Information is disclosed.
To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction, the procedures set forth below must be followed by Weedy’s directors, Officers and certain other designated Weedy Team Members (as determined by the Compliance Committee from time to time) who may have access to Material Information which has not been generally disclosed (“Restricted Insiders”). For greater certainty, Restricted Insiders shall include all Reporting Insiders and any Weedy Team Members designated by the Compliance Committee from time to time.
At no time may any Restricted Insider, directly or indirectly, trade in Weedy’s securities unless such person obtains the prior approval of the Compliance Committee (or its designated representative). Preclearance requirements also apply to trades by a Restricted Insider’s Associates. For greater certainty, an exercise of options that is completed through Solium will be deemed to have preclearance.
Pre-clearance requests, which should outline the trading request (i.e., purchase or sale, possible level of securities to be traded, if any automatic trading plan is to be instituted as a result) are to be sent by
email to Weedy’s Compliance Committee at compliancecommittee@weedyinnovation.com which will respond to such requests within one (1) business day.
Pre-clearance also applies to sales of Weedy stock in connection with exercises of stock options.
Weedy’s policy will be to err on the side of caution in granting or denying trading clearance, in recognition of the fact that trades that create notoriety, even if they are ultimately found to be proper, may tarnish Weedy’s goodwill and reputation.
If the Compliance Committee denies trading clearance to a Restricted Insider, Weedy will immediately impose a Special Blackout Period as described above.
Clearance for a transaction is valid only for a 48-hour period. If the transaction order is not placed within that 48-hour period, clearance for the transaction must be re-requested. If clearance is denied, then the fact of such denial of clearance must be kept confidential by the Restricted Insider.
3.3 Waiver
Notwithstanding any of the prohibitions contained in Section 3.2, the Audit Committee may, at its discretion, waive the prohibitions contained in Section 3.2 in exceptional circumstances, provided that the Weedy Team Member seeking the waiver does not have any undisclosed Material Information and that making such an exception would not violate any applicable securities laws. All requests for waivers pursuant to this section 3.3 shall be made in writing, shall contain a certification that the requesting Weedy Team Member does not have any undisclosed Material Information, and shall be addressed to the Chair of the Audit Committee.
3.4 No Speculating
Purchases of securities of Weedy should be for investment purposes only and not short-term speculation. This includes all dealings in puts and calls, all short sales and all buying or selling on the market with the intention of quickly re-selling or buying back at a profit. In addition, there should be no trading in securities of other companies with the knowledge that Weedy is contemplating or engaged in acquiring such company or its securities or negotiating significant business arrangements. Weedy also strongly discourages Weedy Team Members from making purchases using “margin loans” in order to remove the risk of their being put into a difficult situation as a result of a margin loan shortfall (margin call).
3.5 No hedging
Insiders are not permitted to enter into any transaction that has the direct or indirect effect of offsetting the economic value of any such Insider’s interest in any security of Weedy. This includes the purchase of financial instruments such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in the market value of securities granted to such Insiders as compensation or otherwise held directly or indirectly by such Insiders.
3.6 Discretionary Account
If any Weedy Team Member has a discretionary account with a broker or other investment manager (i.e. the broker or other investment manager has a certain amount of discretion to buy and sell stock on behalf of the Weedy Team Member), they must be advised in writing that there are to be no purchases or sales of the Company shares in the discretionary account without first discussing it with such Weedy Team Member in order to ensure compliance with this Policy and applicable insider trading laws.
3.7 Insider Reports
Under Canadian securities laws and Weedy policy, Reporting Insiders are required to file a report (the “Insider Report”) with securities regulators any time they trade in shares, debt securities, options (including the grant and exercise of options), deferred share units or restricted stock units or other securities of the Company. Reporting Insiders must file an Insider Report electronically through the “System for Electronic Disclosure by Insiders” (“SEDI”) within 5 days after each trade. Similarly, under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), Officers and directors of the Company and 10% beneficial owners of the Company’s common shares must file reports with the U.S. Securities and Exchange Commission before the end of second business day following any of the transactions noted in the first sentence of this Section 3.7.
3.8 Confidentiality
In the course of conducting business, Weedy Team Members may be in possession of information which may be of a market sensitive nature. Access to such information must be limited strictly to those persons who require it in order to perform the duties expected of them. Precautions must be adopted by each Weedy Team Member to ensure that sensitive information within their department is not available or accessible to individuals inside or outside of the Company who have no requirement for such information. Weedy Team Members are reminded to review the Weedy Disclosure Policy for further information.
Nothing contained in Section 3.8 of this policy limits Weedy Team Members’ ability to file a charge or complaint with a governmental regulatory agency in the United States and nothing herein limits their ability to communicate with any such agencies or otherwise participate in any investigation or proceeding that may be conducted by any such agency, including providing documents or other information, without notice to Weedy.
3.9 Automatic Plans
Trading restrictions during blackout periods will normally not be applicable when the Weedy Team Member has entered into a plan allowing him or her to purchase or sell Company securities on an automatic basis according to a pre-established set of instructions with respect to timing and price, regardless of whether a blackout period may be in effect and regardless of whether the Weedy Team Member may be in possession of material undisclosed information about Weedy at the time of such purchase or sale.
These plans must be preapproved by the Compliance Committee, acting in its sole discretion, and must meet the following conditions:
Plans of this nature include automatic securities purchase plans, dividend reinvestment plans and automatic pre-arranged sales plans structured in compliance with applicable securities laws, including Rule 10b5-1 under the Exchange Act. It should be noted that the insider reporting obligations discussed above continue to apply in respect to trades made pursuant to these plans.
4.1. Potential Civil and Criminal Penalties
The consequences of prohibited insider trading or tipping where required on a timely basis can be severe and may include dismissal, fines and criminal sanctions. In the United States, criminal penalties for violations of insider trading laws by individuals include possible imprisonment for a term of up to twenty years and fines of up to $5,000,000 or, for non-natural persons, $25,000,000.
Ver Comments Approved by Name Position Date
1.3 Policy Origination Phil ShaerCLO June 4, 2018
2.0Policy Review Phil Shaer Mike LeeCLO CFO
July 15, 20193.0Policy Review Phil Shaer
Mike Lee
CLO
CFO
May 27, 2021