Audit Committee Charter

Charter of the Audit Committee

(revised March 2021)

The audit committee (the “Committee”) is responsible for monitoring and overseeing; (i) the accounting policies and the financial reporting process of the Corporation, (ii) its internal accounting and financial control systems, (iii) the management of financial risks; (iv) its external audit process, including the appointment of the auditors, its monitoring, and the compensation of the Corporation’s external auditors (vi) to monitor plan to ensure optimal use of the Corporation’s resources and (vi) to implement and monitor a risk identification and management mechanism.

The Committee also assists the Board of Directors in fulfilling its continued examination of the Corporation’s systems of internal controls, to ensure their compliance with laws, regulations and with the Corporation’s own code of business ethics and conduct.

To perform its role effectively, the Committee is authorized to obtain any information it requires from the officers of the Corporation, from its employees or from external parties; to retain, if needed and at the expense of the Corporation, outside legal or professional counsel and other experts and to ensure the attendance of Corporation’s officers at meetings as appropriate.

More specifically:

  • The Committee is comprised of at least three directors and the quorum is set at two members;
  • The members of the Committee must be financially literate and must be independent directors, in compliance with Multilateral Instrument 52-110;
  • The Board of Directors shall designate a director as the chairman of the Committee. If the chairman cannot attend a meeting, a meeting president will be appointed by the attending members and his responsibility are as follows;
    • Ensure the preparation of the agenda for the audit committee meetings in collaboration with the VP Finance and CFO;
    • Ensure the effective process of meeting;
    • Ensure that all minutes of the meetings are prepared and signed;
    • Prepare report to the Board of Directors of all activities of the committee;
    • Annually evaluate the performance of each of the members of the committee
  • The members of the Committee are appointed by the Board of Directors and their mandate shall extend to the Annual meeting of shareholders or until a successor is duly appointed. Any vacancy shall be filled by the Board of Directors; though in the interim period when a vacancy exists, the Committee shall consist of the remaining members as long as there are at least two members;
  • Any member of the Committee may be removed or replaced at any time by the Board of Directors and shall automatically cease to be a member of the Committee upon ceasing to be a director;
  • The chairman of the Committee, a member of the Committee, the external auditor or an officer of the Corporation can convene a meeting of the Committee;
  • Any member of the Committee can require the presence of the external auditor for a meeting of the Committee;
  • Locations and dates of meetings, their agenda and the procedures of the meetings are at the discretion of the Committee and conduct a minimum of four times per annum;
  • As long as a meeting is duly called, a member is expected to attend each meeting either in person, by phone or via tele-conference or video-conference;
  • The remuneration of the chairman and of the members of the Committee is set by the Board of Directors;
  • The external auditor or the chief financial officer can require to be heard by the Committee without the presence of any other officer of the Corporation;
  • Notwithstanding the preceding, the Committee can require that all non-members be excluded from all or a specific portion of the Committee’s discussions;
  • The Committee can convene a special meeting of the Board of Directors, as circumstances require;
  • As required by Regulation 52-110, the Committee has the duty and responsibility to:
    • Recommend the appointment of external auditors and their remuneration to the Board of Directors of the Corporation;
    • Oversee the work and review the performance of the external auditors and resolve any disagreement between management of the Corporation and the external auditors;
    • Pre-approve all permitted non-audit related services to be performed by the external auditors;
    • Review the financial statements, the management’s discussions and analysis (MD&A), and the annual and quarterly earnings press releases prior to the Corporation publicly releasing this information;
    • Ensure that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and, from time to time, review the adequacy of these procedures;
    • Ensure that procedures are established, with regards to:
      • the receipt, the retention and the treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters;
      • the confidential or anonymous submission, by the employees of the Corporation, of concerns regarding questionable or auditing matters;
    • Approve the Corporation’s hiring policies of employees or former employees of the present or former external auditors.
  • Regarding the examination of the financial statements, the Committee is responsible for:
    • reviewing the financial statements and the accompanying notes to the financial statements and obtaining explanations from the officers regarding:
      • Any significant variances in the current reporting period;
      • Any complex or unusual transactions;
      • Any related party transactions;
    • reviewing the accounting principles used by the Corporation to ensure that they are in accordance with IFRS regarding the presentation of financial information, and resolving any potential disagreement between management and the external auditors regarding the presentation of financial information;
    • reviewing and recommending the approval by the Board of Directors all financial statements, annual information form, prospectus, MD&A, annual and quarterly earnings press releases and all other related documents and recommend approval if appropriate by the board of Directors;
  • Review and discuss the proposed annual audit plan of the external auditors, including the proposed budget, approve the plan, and recommend to the Board of Directors, the approval of the external auditors’ compensation;
  • Ensure the independence of the external auditors;
  • In order to encourage management to implement and to monitor adequate internal control mechanisms, the Committee shall review the external auditors’ report and recommendations on the internal controls together with management’s responses and action plans to be deployed;
  • The chairman of the Committee shall on a regular and punctual basis, report to the Board of Directors on the Committee’s discussions and activities;
  • The Committee shall name a secretary for its meetings, whom need not be a member of the Committee, to take the minutes of the meetings, then get them approved, prior to submitting them to the Board of Directors;
  • The Committee shall conduct an evaluation of its mandate and recommend to the Board of Directors any changes it seems appropriate.
  • The Committee is responsible for the follow-up of the whistleblower policy. The Committee Chairman shall monitor any complaints received by e-mail with respect to financial statement disclosures, accounting, internal accounting controls or auditing matters, and discussed with management of any issues.
Governance, Nominating and Compensation Committee Charter

CSR Committee Charter

Corporate Social Responsibility (CSR) Charter

The Corporation is committed to the highest ethical, environmental and social practices that meet and/or exceed international standards in the countries in which the Corporation operates.

The Corporation defines sustainability not only as a simple measure of the life of a mine and its direct environmental and social impacts but also by the projects and initiatives involving participative implementation of sustainable activities in the surrounding communities leading to a permanent improved standard of living and well-being for the latter communities well beyond the life of the mine.

Our 1% Commitment

The Corporation has made a commitment to contribute at least 1% of our after-tax profits to fund CSR initiatives that benefit the countries and communities associated with our operations.

CSR Policy

The Corporation has a CSR committee that reports directly to the Board on all current and emerging social responsibility issues and oversees the Corporation’s actions and CSR programmes. In particular it focusses on the following points:

  • Promote and create shared value with the communities associated with our operations in particular educational opportunities through professional training and educational scholarships.
  • Develop and maintain infrastructure such as roads, water supply and electricity that benefit local communities.
  • Seek partnership opportunities to enhance local implementation and ensure long term sustainability of the CSR projects that are funded by the Corporation.
  • Identification and implementation of appropriate local governance structures to avoid support for political activity, individual sponsorship or programmes that primarily benefit employees.

The CSR committee will also report to the shareholders by producing a yearly report on the CSR projects and initiatives funded by the Corporation’s 1% commitment. This report will be published on the Corporation’s website.

Committee President's Responsibilities

Roles and responsabilities of committee chairs


The chair of a committee created by the Company’s Board of Directors is responsible for the management, development and effective performance of the committee. He directs and guides the committee on all aspects of its mandate and takes all reasonable measures to ensure that the committee fulfills its responsibilities.

Description of the functions of a committee chair

In addition to the responsibilities generally associated with the position of a director of the Company, the committee chair also has the following responsibilities, among others:

  • prepare the agendas for the committee meetings
  • chair all the committee meetings
  • plan and organize committee activities in conjunction with the management, including preparing and directing committee meetings and satisfying himself as to the quality, quantity and timeliness of the information provided to the committee
  • during the committee meetings, encourage the active participation by the members in the proceedings, facilitate the discussions, promote a consensus and ensure that any decisions that are taken are clear and duly recorded
  • ensure that committee members who are not members of the management can hold private discussions, without the members of management being present, on the Company’s activities that are subject to review by the committee
  • report to the Company’s Board of Directors on the committee’s activities, decisions and recommendations and distribute the minutes of the committee meetings
  • fulfill any other responsibility requested by the committee
Corporate Trading Restrictions Policy

Trading Restrictions Policy of the Corporation

The rules set forth in the laws and case law pertaining to transactions in which directors have a personal interest or to the use, by a director, of privileged information received in connection with his or her duties are strict. The Corporation expects directors to comply with these rules.

Directors are, for instance, precluded from :

  1. using any property of the Corporation for their own benefit or to the benefit of a third party without paying an adequate consideration or indemnity
  2. using for their own benefit or for the benefit of their families or third parties confidential information learned through employment or performance of duties for the purposes of transactions on securities of the Corporation or otherwise, unless such use is permitted by law or the shareholders of the Corporation consent thereto and, in the latter case, only to the extent that using such information does not prejudice the creditors of the Corporation

An insider may not purchase any financial instrument that is designed to cover or compensate the holder against a drop in the value of the Corporation’s shares that has been awarded to an insider or that is held directly or indirectly by an insider. In order to clarify this rule a financial instrument is defined as any forward contract (puts/calls, futures, options or any combination of such instruments), share swaps, forward collar contracts or shares in a fund that is publically traded.


The Corporation is a reporting issuer as defined in securities laws. Directors are thus insiders and, as a result, must comply with even more specific rules. These rules are set forth in the following paragraphs. As soon as they become insiders, directors must file insider reports relating to the securities of the Corporation that they hold, directly or through a third party. In addition, insiders are precluded from dealing on securities of the Corporation by using privileged information as defined in the following paragraphs.

Obligation to file an insider report

The Corporation’s insiders must inform securities regulatory authorities in each Canadian province where the Corporation is a reporting issuer (the “Regulators”) of their interest pertaining to the control they exercise over the Corporation securities and of any change in this control.

This obligation to file an insider report is personal to each insider as an individual, regardless of the fact that he or she holds securities personally or indirectly through a third party or corporation. An insider who fails to disclose control or a change in control over securities is liable to an administrative monetary penalty of $100 for each day during which such failure to report occurs or judicial proceedings can be instituted and a fine or a sentence of imprisonment may be imposed.
Insider reports must be filed with the Regulators through the “system for electronic data on insiders” (SEDI).

  1. Definition of “insider”
    For the purposes of the obligation to file an insider report, the following persons are deemed to be “insiders”: * the Corporation if it holds any of its securities; * directors and officers of the Corporation, of its subsidiaries and of corporations that are insiders of the Corporation; * any person who exercises control over 10 % or more of the voting rights attached to all outstanding voting securities of the Corporation other than securities underwritten in the course of a distribution. The expression “officer” designates the Chair of the Board, a Vice-Chair, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the President, a Vice President, the Secretary, the Assistant-Secretary, the Treasurer, the Assistant-Treasurer, or the General Manager of the Corporation any other individual acting in similar capacity
  2. Initial report
    The initial report must be filed through SEDI within 10 days following the date at which a person becomes an insider.
  3. Report on subsequent changes
    Reports on changes on the interest of each insider with regard to ownership or control on securities of the Corporation must also be filed with the Regulators within 10 days following the date of such changes. This obligation applies to any purchase or sale of securities of the Corporation. It also applies to any grant and exercise of options under the Stock Option Plan of the Corporation.
  4. Special reports
    Where an insider acquires 10 % or more of the shares of the share capital of the Corporation, or, after having reached this first milestone, each time that the insider acquires an additional interest of 2 % in such shares, a press release must be issued and filed with the Regulators immediately (unless the acquisition is made through a formal take-over bid). Within two business days from the issue of this press release, a statement containing the information required by regulation must be filed with the Regulators.
  5. False statements
    Every report must be made in good faith and contain all the required information. One must answer all the questions and declare all the relevant facts to make it so that the report is not misleading in the light of the circumstances in which it is made.
  6. Fees and publication
    There is no fee for filing an insider report. Once filed, the report becomes a public document, available to anyone.

Prohibition to trade on the basis of privileged information

Anyone who possesses privileged information is precluded from trading in the securities of the Corporation on the basis of such information. The law simply aims at protecting investors who do not have access to privileged information on the Corporation by prohibiting the person who possesses such information from using it for the purposes of trading in the securities of the Corporation.

  1. Privileged information
    In this matter, and without restricting the larger definition set out in other documents issued by the Corporation or in undertakings of the insider to the Corporation, an information is considered privileged when:
    * it has not been disclosed to the public; and
    * it could affect the decision of a reasonable investor.It is difficult to give specific examples of what may constitute privileged information, each case having to be analysed in light of the facts. The information pertaining to future possibilities would generally be too uncertain to have a material effect on the market price or value of the shares. An information becomes precise only when the possibilities become “probabilities” or “certainties”.
    The information must also be relevant, meaning that it must be of such a nature that if it was generally known, one could reasonably expect that it would have an impact on the value or the market price of the shares.
    There is no distinction between “corporate” information (i.e., the information from internal sources relating to the business and affairs of the Corporation) and the information “relating to the market” (i.e., the information from external sources concerning the market for the shares of the Corporation).
    For instance, a person may be in possession of privileged information to the effect that the Corporation will, in the near future, enter into an important contract, or that an important client of the Corporation does not intend to do business with the Corporation anymore. An information relating to the market may, for instance, take the form of an information that a person obtains to the effect that a financial analyst will soon publish a favourable report praising the merits of an investment in the shares of the Corporation. The person who obtains such information must abstain from trading securities of the Corporation until such information is publicly announced.
  2. Duty to abstain from trading on the basis of privileged information
    Trading in the securities of the Corporation on the basis of privileged information is forbidden until such information has been disclosed to the public (either through press releases of the Corporation, news articles or news disseminated through other publicly accessible means of communication). In addition, this privileged information cannot be used in any other manner, for instance, for trading in securities of another public corporation, if the value or the market price of the shares of this corporation may be affected by the variation of the value or the market price of the Corporation shares.
  3. Duty to abstain from divulging privileged information
    If an insider is in possession of privileged information, he is prohibited by law from communicating or divulging such information to anyone unless the insider believes in good faith that the information is generally known, or that such divulgation or communication is in the necessary course of business and, in good faith, nothing leads him to believe that the information will be illegally used or disclosed. This legal prohibition, applicable to insiders, does in no way restrict the scope of the wider duty of confidentiality imposed by other documents issued by the Corporation or undertaken by the insider under specific agreements.Any communication or divulgation of privileged information, such as information concerning the income, pricing and other financial subjects must be made exclusively through the Chairman of the Board or the President and Chief Executive Officer or the Chief Financial Officer. Furthermore, in no event may a director, officer or employee disseminate any information if such information is false or misleading.Certain information can be so sensitive that it should not be disclosed even within the Corporation, unless such disclosure is necessary to enable an employee to perform his or her duties (on a “need to know” basis). Such information include, for instance, proposed transactions on securities, significant capital expenditures, mergers or acquisitions prior public announcement. So-called “Chinese Walls” must be maintained around employees working on such projects. No director, officer or employee should be provided with information about such projects unless authorized by the project coordinator. Accordingly, persons inside the “Chinese Wall” may not, by discussion or otherwise, disclose information concerning such projects to employees outside the “Chinese Wall”. Appropriate security measures must be employed by those within the “Chinese Wall” to preserve secrecy.Appropriate measures must be taken to avoid disclosure of privileged information to outsiders. Particular care must be taken to guard against inadvertent disclosure of privileged information by discussing in public places such as taxis, elevators or restaurants, by discussing on cellular phones, by discussing with friends or by reading confidential documents on planes, trains or other places where their contents may be seen by outsiders. Care must also be taken to prevent the dissemination of privileged information to people outside the Corporation who are frequently on the premises of the Corporation for conferences or other meetings.
  4. Blackout periods
    The appropriate person with overall responsibility for a project as well as an insider who is in possession of undisclosed material information that may affect current or future earnings of the Corporation, will consult with the Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) to determine if there is privileged information and if a blackout period should be imposed and which employees would be affected by such a blackout period. The CEO or CFO will, by email or other form of written communication, advise all Directors, Officers and those employees deemed to be in possession of undisclosed material information to refrain from trading until otherwise advised, or two business days after the release of the appropriate news release, whichever is the earlier.
    In circumstances where the Corporation is contemplating a major transaction or activity that could raise the Corporation’s profile in the marketplace, the CEO or CFO will, by email or other form of written communication, advise all Directors, Officers and if deemed advisable or necessary, all or certain employees to refrain from trading.Even in the absence of privileged information, the directors and officers of the Corporation are prohibited from trading in the Corporation’s securities for a period commencing 10 days before (20 days in the case of the annual financial statements) and ending one day after the public dissemination of the financial statements.Such a trading prohibition is also applicable for a period commencing a week preceding the disclosure of information relating to a dividend, a material acquisition or financing or any other material information as well as a week preceding the meeting of the board of directors and ending after two days of trading activities have elapsed following their public dissemination.
    The following table represents the prohibited period for each financial year. This table is based on the public dissemination of financial results at the latest 45 days after the end of each quarter and 90 days after the financial year end:Period Trading
    January 1 – March 11 Authorized(1)
    March 12 – April 2 Prohibited
    April 3 – May 4 Authorized(1)
    May 5 – May 17 Prohibited
    May 18 – August 3 Authorized(1)
    August 4 – August 16 Prohibited
    August 17 – November 3 Authorized(1)
    November 4 – November 16 Prohibited
    November 17 – December 31 Authorized(1)(1) Unless in possession of privileged information.Notwithstanding the foregoing, the Corporation reserves the right to issue a notice from the Chairman of the Board or the President and Chief Executive Officer to allow trading on securities of the Corporation within these blackout periods.
  5. Circumstances where an insider may trade in securities on the basis of privileged information
    If an insider trades in the Corporation securities where he is in possession of privileged information, he will not be held liable to the extent that he can prove that he was, in good faith, under the impression that the information had been divulged to the public or the other party.


If an insider fails to file an insider report, makes a false statement or trades on the basis of privileged information, judicial proceedings can be instituted against the insider and a fine or a sentence of imprisonment may be imposed by the courts. An administrative monetary penalty of $100 for each day during which a failure to report occurs may be imposed subject to a maximum of $5,000.

The minimum fine for failure to file a report is $1,000 with a maximum of $20,000 for a natural person and $50,000 in other cases. The minimum fine for making a false statement is $5,000 with a maximum of $5,000,000. In the case of illegal use of a privileged information, the courts can force the insider to indemnify the persons who suffered direct damages or to compensate the Corporation for profits or direct benefits obtained from such illegal use. They may also impose a fine equal to double the profit that may be realized from the illegal action or $5,000 up to a maximum amount equal to four times the profit that was realized or $5,000,000, whichever is greater. The prison term shall not exceed five years. Every person who aids a person in the commission of an offence is guilty of the offence as if he had committed it himself.

An insider may not purchase any financial instrument that is designed to cover or compensate the holder against a drop in the value of the Corporation’s shares that has been awarded to an insider or that is held directly or indirectly by an insider. In order to clarify this rule a financial instrument is defined as any forward contract (puts/calls, futures, options or any combination of such instruments), share swaps, forward collar contracts or shares in a fund that is publically traded.


It is very important to file all the required insider reports, including the initial report and the following reports on the change in the interest or control that any insider may exercise on the Corporation securities and to be careful with regard to transactions on the Corporation securities or on securities of the Corporation affiliates, if the insider holds privileged information. If the insider has doubt as to the need for filing a report, he or she should consult with the Chairman of the Board or the President and Chief Executive Officer.

Code of Conduct



Our Code of Conduct applies to all the directors and officers of Dynacor and of its subsidiaries, and to all the employees. You must read it and be
familiar with the principles it contains. The violation of our Code of Conduct can result in disciplinary action, including dismissal.

Our reputation and integrity are our most valuable assets. We are all the guardians of Dynacor’s reputation. Accordingly, we must all conduct ourselves
with integrity. A Code of Conduct can never be a substitute for the exercise of judgment or compliance with the applicable laws, but it gives us guidelines
to assist in resolving ethical and legal issues that can arise in the conduct of our business.

Our Code of Conduct is therefore not an exhaustive document and should always be interpreted using common sense and good judgment. Should you have any
questions regarding this Code or concerns about compliance therewith, please speak to your immediate supervisor.

The officers of Dynacor and of its subsidiaries must communicate our values and our Code of Conduct to the employees and implement appropriate measures to
ensure compliance therewith. The Board of Directors, in collaboration with the officers of Dynacor and of its subsidiaries, ensures compliance with the
Code of Conduct.


In order to help us define ourselves as an entity, identify what brings us together, and guide us in the conduct of our business, we have adopted the
following values:

1. Respect and integrity: these two values are the foundation of everything we do. They are based on acting with honesty, transparency, accountability,
responsibility, and the protection of the environment and safety of our employees;

2. Excellence: we support individual and collective achievement because they directly affect the organization – through their impact on the leadership and
the performance of the business in terms of the management, evaluation, promotion, training, development and succession thereof.

3. Teamwork: We believe in the power of people working together to attain common goals.

These values must be the basis of all our decisions and actions and guide us in applying our Code of Conduct.

1. Legal Compliance

In the countries where we have operations, our business is governed by numerous, continuously evolving laws and regulations. We respect and comply with all
of the laws and regulations that govern us.

2. Health and Safety

We are committed to ensuring a healthy working environment and safe working conditions, equipment and workplaces for our employees, and encouraging their
involvement in preventing workplace injuries. Dynacor has adopted a Health and Safety Policy to give effect to its goals in this area.

We must all be aware of that policy and not only work safely but also promote a safe work environment.

3. Fraud

We value integrity and recognize that every employee plays a key role in preventing, detecting and reporting fraud. We ask you to remain vigilant at all
times and not hesitate to report any concerns which you might have in this regard. We are determined to create and maintain a workplace that is honest and
open in which people can express their concerns without fear of reprisal. “Fraud” means, without limitation:

  • theft, abusive use or destruction of our assets;
  • offering or accepting gifts or favours which could influence a person’s actions;
  • the destruction, alteration, concealment or falsification of any account, record or accounting document;
  • the communication of false or misleading information;
  • the disclosure or improper handling of sensitive information;
  • counterfeiting or altering a document;
  • personal enrichment (or enrichment of a third party) through misuse of privileged information concerning Dynacor’s business.

You must contact your immediate supervisor if you witness a fraud or suspect that a fraud will be committed. Every reported case of fraud will be
investigated. If warranted, disciplinary or legal action may be taken against any individual who commits fraud.

4. Conflicts of Interest

Generally, we must act with honesty and in good faith in the best interests of Dynacor. We must avoid situations that could lead to a conflict between our
personal interests and the interests of Dynacor. Decisions must be made and measures taken on the basis of an impartial, objective assessment of the facts
that are relevant to each situation, free from any influence due to gifts, favours or other considerations of any kind that could affect our judgment.

Our integrity and efficiency are impaired when we have a significant personal interest in a transaction, or in a party to a transaction, which can be
reasonably expected to adversely affect our general duty of loyalty towards Dynacor, or our capacity for independent judgment. Such situations must be
avoided. An employee whose personal, business or other interests are, or could reasonably be expected to be, in conflict with any business interests of
Dynacor in any transaction which the employee knows is under consideration by Dynacor, may not participate in the discussions concerning such transaction,
and must immediately inform his immediate supervisor of the conflict.

5. Media Relations and Disclosure of Information

Dynacor’s official spokespersons are the President & Chief Executive Officer, the Vice‑President and Chief Financial Officer and the person in charge
of investor relations. Unless authorized, we may not express our personal opinions in the social media, to members of the media, or to the general public
on issues concerning Dynacor. Requests for information or interviews must be addressed to the President & Chief Executive Officer.

No undisclosed material information concerning Dynacor may be disclosed to anyone unless that information has already been made public. This does not apply
to persons who need to know the information in the ordinary course of business and who are under an obligation to keep such information confidential.

Should undisclosed material information concerning Dynacor be inadvertently disclosed, the employees who are aware of the disclosure must immediately
contact the President & Chief Executive Officer or the Vice‑President and Chief Financial Officer so as to allow Dynacor to promptly take corrective

6. Time at Work, Dynacor Assets and Internal Standards

We must avoid using Dynacor’s assets and resources for personal purposes. We must safeguard Dynacor’s assets and exercise care in using them. Every
employee must use work time solely for Dynacor’s purposes and not for personal purposes.

Employees whose employment with Dynacor is terminated must return all objects, documents or data belonging to Dynacor and comply with all other Dynacor
guidelines in this respect.

Employees must comply with all internal standards and guidelines issued by the mining sites, and concerning access to sites, travel offsite, curfews, etc.

7. Hiring, Equal Opportunity and Freedom from Discrimination

Dynacor is committed to maintaining a stimulating working environment in which ability and performance are rewarded, and which is free from any form of
discrimination. Therefore, we must treat all employees equally and fairly. Employees in management positions must not allow their personal relationship
with an employee under their supervision to compromise this principle.

Dynacor allows the hiring of persons who are related to the corporation, its officers or employees, but in every case the procedure followed must be fair,
and where situations give rise, or could give rise, to a conflict between an employee’s personal interests and the interests of Dynacor, they must be
disclosed to the immediate superior in advance.

Dynacor is committed to promoting respect for persons and upholding human integrity and dignity by ensuring that the work environment and employment
relations are free from any form of discrimination or harassment. Any person who believes they have been a victim of harassment may contact the President
& Chief Executive Officer or the Vice‑President and Chief Financial Officer directly. The matter will be handled with discretion and diligence in
accordance with the applicable procedure.

8. Dealings with Government Officials

Dynacor’s assets may not be used to induce any civil servant or government official, in any country whatsoever, to take any action that would be contrary
to the lawful performance of his duties. In our dealings with government officials, we must behave in a manner that preserves the integrity and reputation
of Dynacor, and of governments and their officials, and which will not become a source of embarrassment, if the details of such dealings were made public.

In their relations with local and foreign officials, Dynacor’s employees must comply with the provisions of the Canadian Corruption of Foreign Public Officials Act and the provisions of any other similar applicable laws. Employees who have questions concerning the requirements or
application of these laws must seek the advice of the President and Chief Executive Officer.

More specifically, we must not offer or give any rewards, advantages or benefits whatsoever to civil servants or government representatives in exchange for
any action (or omission) for the purpose of convincing such person to use his position to influence a government action or decision. This prohibition
applies at all times even if the laws or customs of a country allow such inducements, our competitors use them, or Dynacor’s business might suffer as a
result. Our integrity and reputation are priceless and non-negotiable.

9. Relations with customers and suppliers

Dynacor is committed to meeting the needs of its customers and aims to provide them with the highest quality products and services. Employees must conduct
themselves in an ethical manner when dealing with customers. Confidential, private or sensitive information concerning customers is protected in accordance
with Dynacor’s standards on such matters, which restrict access to persons who “need to know” such information.

Dynacor expects its suppliers, partners and other third parties to read and comply with this Code. All contracts and agreements entered into with
suppliers, partners and other third parties must be made in writing and set out the goods and services they cover, as well as the related costs, and must
conform to reasonable business and competitive practices, the principles of this Code, and the relevant policies of Dynacor.

10. Community Relations

We are committed to promoting social responsibility through the ongoing improvement of our knowledge, our understanding of important issues, and our
actions. We seek to create a climate which is conducive to improving living conditions through our investments in community projects, creating employment
opportunities, providing training, and supporting and strengthening local populations and communities where we conduct our business, in accordance with our
Policy on Social Responsibility.

Each employee must, in the course of his daily activities, behave in a manner which reflects this commitment, and respects cultural differences, personal
dignity and human rights everywhere where we do business.

11. Protection of the Environment

Dynacor is committed to conducting its business in a manner that allows for the protection of the environment, preserves resources, and ensures sustainable
development. It is constantly seeking ways to improve its environmental performance through its compliance with the applicable laws, regulations and
guidelines, and the application of its Policy on the Environment, Health and Safety.

Each employee should be made aware of environmental issues and has a responsibility to work in a manner that is respectful of the environment.

12. Compliance and Reporting

All employees in management positions must maintain an open-door policy regarding our Code of Conduct and its enforcement. We may ask any questions we wish
concerning any given situation, whether or not they seem material or important.

We must be alert to any conduct that could be interpreted as an infringement of the Code, bring that activity to the attention of our immediate supervisor,
and take the necessary corrective action, if possible, to remedy the situation or prevent it from recurring.

Where an employee has doubts about whether an activity in which he is engaged or which he witnesses infringes the Code, he should discuss it with his
immediate supervisor.

Where one of our policies provides for specific complaint procedures, those procedures shall apply in the event of a violation of that policy. In the
absence of such a procedure, where an employee is aware that an infringement of this Code has occurred or will occur, he must bring the situation to the
attention of his immediate superior or, if this is not appropriate or the immediate superior does not correct the situation, the hierarchical superior of
his immediate superior, and so on up the administrative ladder, as long as the infringement remains uncorrected and, if necessary, to the attention of the
President & Chief Executive Officer.

No reprisals will be tolerated against any employee who honestly reports any activity that he believes to be illegal or unethical. Anyone who participates
in an illegal or unethical activity may be subject to disciplinary action notwithstanding that they reported the activity.

13. Investigation and Application

Should a violation of the Code be reported, an investigation must be conducted by the person to whom the event is reported. If necessary, that person will
advise the officer or officers of Dynacor whom he deems should be advised. Appropriate corrective measures and disciplinary action will then be taken, if

Anyone who withholds information in the course of an investigation concerning a potential violation of the Code will be subject to disciplinary action, up to and including dismissal.

Governance Policy

Majority Voting policy

Majority Voting policy

The board of directors (the “Board”) of Dynacor Gold Mines Inc. (the “Corporation”) believes that each of its members should carry the confidence and support of the Corporation’s shareholders. To this end, the directors of the Corporation have unanimously adopted this Majority Voting Policy.

In an uncontested election of directors of the Corporation, each director should be elected by the vote of a majority of the shares represented in person or by proxy at any shareholders’ meeting for the election of directors. Accordingly, if any nominee for director receives a greater number of votes “withheld” from his election than votes “for” such election, that nominee shall promptly tender his resignation to the Chairman of the Board following the Corporation’s shareholders’ meeting at which he is elected. In this Majority Voting Policy, an “uncontested election” means an election where the number of nominees for director is equal to the number of directors authorized to be elected upon such election as determined by the Board.

The Board shall consider the resignation offer within 90 days following the meeting at which the director whose resignation has been tendered was elected. The Board shall be expected to accept the resignation except in situations where extenuating circumstances would warrant the applicable director to continue to serve on the Board. In considering whether or not to accept the resignation, the Board will consider all factors deemed relevant by members of the Board including, without limitation, the stated reasons why shareholders “withheld” votes from the election of that nominee,  such director’s contributions to the Corporation, the Corporation’s corporate governance policies, alternatives to cure the underlying cause of the withheld votes, the overall composition of the Board (including the current mix of skills and attributes of the Board), and whether accepting the resignation would cause the Corporation to fail to meet any applicable listing, statutory or regulatory requirements.

Following the Board’s decision on the resignation, the Board shall promptly disclose, via press release, its decision whether to accept the director’s resignation offer and shall provide a copy of such press release to the Toronto Stock Exchange. Should the Board decline to accept the resignation offer, it shall include in the press release the reasons for its decision.

Any director who tenders his resignation pursuant to this Policy shall not participate in any meeting of the Board in which it will be decided whether his resignation shall be accepted.

Subject to any corporate law restrictions, the Board may (i) leave the resultant vacancy unfilled until the next shareholders’ annual meeting, (ii) fill the vacancy through the appointment of a new director whom the Board considers to merit the confidence of the shareholders, or (iii) call a special meeting of shareholders at which there will be presented a new candidate to fill the vacant position.

The Board may adopt such procedures as it sees fit to assist it in its determinations with respect to this Majority Voting Policy.


Clawback Policy

By-Law No. 2013-01 Advance Notice



The purpose of this Advance Notice By-law (the “By-law”) is to establish the conditions and framework under which holders of record of common shares of the Corporation may exercise their right to submit director nominations by fixing a deadline by which such nominations must be submitted by a shareholder to the Corporation prior to any annual or special meeting of shareholders, and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.


It is the position of the Corporation that this By-law is beneficial to shareholders and other stakeholders.



  1. Nomination procedures – Subject only to the Business Corporations Act (Québec) (the “Act”) and the articles of the Corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation (the “Board”) may be made at any annual meeting of shareholders, or at any special meeting of shareholders, if one of the purposes for which the special meeting was called is the election of directors. Such nominations may be made in the following manner:


  1. by or at the direction of the Board, including pursuant to a notice of meeting;
  2. by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of the shareholders made in accordance with the provisions of the Act; or
  3. by any person (a “Nominating Shareholder”): (A) who, at the close of business on the date of the giving of the notice provided for below in this By-law and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this By-law.


  1. Timely notice – In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Corporation at the principal executive offices of the Corporation.


  1. Manner of timely notice – To be timely, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must be made:


  1. in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and
  2. in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.


  1. Proper form of timely notice – To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must set forth:


  1. as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person; (C) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and (D) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and
  2. as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).


The Corporation may require any proposed nominee to furnish such other information, including a written consent to act, as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.


  1. Eligibility for nomination as a director – No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this By-law; provided, however, that nothing in this By-law shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.


  1. Terms – For purposes of this By-law:


  1. public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at; and
  2. Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.


  1. Delivery of notice – Notwithstanding any other provision of this By-law, notice given to the Corporate Secretary of the Corporation pursuant to this By-law may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the Corporate Secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the aforesaid address) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Corporate Secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Montreal time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.


  1. Board Discretion – Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this By-law.
Internal Rules

Modification Certificate

Extractive Sector Transparency Measures Act Report - 2016

Extractive Sector Transparency Measures Act Report - 2017

Extractive Sector Transparency Measures Act Report - 2018

Extractive Sector Transparency Measures Act Report - 2019

Extractive Sector Transparency Measures Act Report - 2020

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