About us


Highland Copper Company Inc. is a development-stage copper company. Highland's projects are located in the Upper Peninsula of Michigan, U.S.A., a well-established mine-friendly jurisdiction with over 150 years of copper mining history. During its productive period, from 1845 to 1995, the copper range district produced in excess of 15 billion pounds of copper.
 
Highland’s flagship project is the 100%-owned Copperwood Project for which Highland has completed a feasibility study reporting Proven and Probable Reserves of 25.4 M tonnes @ 1.43% Cu and 3.83 g/t Ag, containing 801.8 M lbs of copper and 3.1 M oz of silver. Highland has received all permits required to begin mine construction.

Highland also owns the UPX Property, a large land package with potential for several mineral deposit types acquired in May 2017 from the Rio Tinto group, and has entered into an agreement to acquire the White Pine Project located adjacent to the former White Pine mine that produced 4.5Bn lbs of copper over 43 years. 
 

BOARD AND MANAGEMENT

Administrative Offices


Highland Copper Company Inc. 1111 St. Charles Street West West Tower, Suite 101 Longueuil, QC Canada, J4K 5G4 Tel: +1.450.677.2455 Toll Free: 1.855.677.4826 Fax: +1.450.677.2601




Auditor


KPMG LLP 600 de Maisonneuve Blvd. West Suite 1500 Tour KPMG Montréal, QC Canada, H3A 0A3




Registered Office


McMillan LLP Royal Centre,1055 West Georgia Street Suite 1500 Vancouver, British Columbia Canada, V6E 4N7




Transfer Agent


Computershare Investor Services 3rd Floor, 510 Burrard Street Vancouver, BC Canada, V6C 3B9 For Shareholders Inquiries: Self-service web portal: www.investorcentre.com or By telephone: +1 800 564 6253 Stock Info: TSX Venture Exchange: HI
CUSIP Number: 43004Y





 
 

Corporate Governance

Charter of the Audit Committee


CHARTER OF THE AUDIT COMMITTEE
(adopted on November 27, 2012 and
amended on February 26, 2015 and February 25, 2016)

This charter shall govern the activities of the audit committee (the “ Committee”) of the board of directors (the “ Board”) of Highland Copper Company Inc. (the “ Corporation”).
Mandate
The purpose of the Committee is to provide assistance to the Board in fulfilling its stewardship responsibility for the Corporation with respect to the quality and the integrity of the Corporation’s financial reporting practices, the qualifications and independence of the independent auditors of the Corporation (the “ Independent Auditors”) and the audit process. In so doing, it is the responsibility of the Committee to facilitate and promote free and open communication between the directors of the Corporation, the Independent Auditors and the financial management of the Corporation.
The function of the Committee is one of oversight. Management is responsible for the preparation, presentation and integrity of the Corporation’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Corporation. The Independent Auditors are responsible for auditing the Corporation’s annual financial statements.
Composition 1. The Committee must be composed of a minimum of three directors of the Corporation, the majority of whom are independent (as defined by applicable laws, regulations, rules and policies).
2. Each member of the Committee shall be financially literate and at least one member shall have expertise in financial reporting.
3. The members of the Committee will be appointed by the Board annually at the first meeting of the Board following the annual meeting of the shareholders to serve until the next annual meeting of shareholders or until their successors are duly appointed.
4. The Board shall designate one member to act as chair of the Committee (the “ Chair”) or, if it fails to do so, the members of the Committee shall appoint the Chair among its members. Meetings 5. The Committee shall meet at least quarterly, with the authority to convene additional meetings as circumstances require. A majority of the members of the Committee shall constitute a quorum.
6. The Committee shall, when appropriate, hold in camera sessions without management present.
7. The Committee shall keep minutes of its meetings which shall be available for review by the Board. The Committee may appoint any person who need not be a member, to act as the secretary at any meeting. The Committee may invite such officers, directors and employees of the Corporation and such other advisors and persons as it may see fit, from time to time, to attend at meetings of the Committee. 8. The Committee shall report its determinations to the Board at the next scheduled meeting of the Board, or earlier if the Committee deems necessary. Responsibilities
Financial Accounting, Internal Controls and Reporting Process 9. The Committee is responsible for: (a) oversight of internal controls over financial reporting of the Corporation;
(b) reviewing and reporting to the Board on the quarterly and annual financial statements and management's discussion and analysis (“ MD&A”);
(c) satisfying itself that the audit function has been effectively carried out;
(d) discussing and meeting with, when it deems appropriate to do so and no less frequently than annually, the Independent Auditors, the Chief Financial Officer (“ CFO”) and any other member of management it wishes to, to review accounting principles, practices, judgments of management, internal controls and such other matters as the Committee deems appropriate;
(e) reviewing any post-audit or management letter containing the recommendations of the Independent Auditors and management’s response and subsequent follow-up to any identified weaknesses; and
(f) reviewing accounting and financial human resources succession planning within the Corporation. Public Disclosure 10. The Committee shall: (a) review the annual and interim financial statements and related MD&A, news releases that contain significant financial information that has not previously been released to the public, and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws and satisfy itself that the documents do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made before the Corporation publicly discloses this information; and
(b) satisfy itself 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 periodically assess the adequacy of these procedures. Risk Management 11. The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks. In conjunction with the Compensation and Corporate Governance Committee of the Board, annually review the directors’ and officers’ third-party liability insurance of the Corporation. Independent Auditors 12. The Committee shall be responsible for recommending to the Board, for appointment by shareholders, a firm of external auditors to act as Independent Auditors and for monitoring the independence and performance of the Independent Auditors, including attending at private meetings with the Independent Auditors and reviewing and approving their remuneration. 13. The Committee shall be responsible for resolving disagreements between management and the Independent Auditors regarding financial reporting.
14. The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
15. The Committee shall review the Independent Auditor’s audit plan, including scope, procedures and timing of the audit.
16. The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit.
17. The Committee shall obtain reports from the Independent Auditors (either orally or in writing) describing critical accounting policies and practices, alternative treatments of information within IFRS that were discussed with management, their ramifications, and the Independent Auditors' preferred treatment and material written communications between the Corporation and the Independent Auditors.
18. The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
19. The Committee shall monitor and assess the relationship between management and the Independent Auditors, and monitor the independence and objectivity of the Independent Auditors. Corporate Conduct 20. The Committee shall ensure that there is an appropriate standard of corporate conduct including a corporate code of ethics.
21. The Committee shall establish procedures for:
(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or control related matters.
22. The Committee shall oversee the Company’s compliance and reporting process under the Extractive Sector Transparency Measures Act. Other Responsibilities 23. The Committee shall review and assess the adequacy of this mandate from time to time and at least annually and submit any proposed revisions to the Board for approval.
24. The Committee shall perform any other activities consistent with this mandate and applicable law, as the Committee or the Board deems necessary or appropriate. Authority 25. The Committee has the authority to:
(a) engage, at the expense of the Corporation, independent counsel and other experts or advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any independent counsel and other experts and advisors retained by the Committee; (c) communicate directly with the independent auditors of the Corporation (the “Independent Auditors”);
(d) conduct any investigation appropriate to its responsibilities, and request the Independent Auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee; and
(e) have unrestricted access to the books and records of the Corporation.




Charter of the Compensation and Corporate Governance Committee


Charter of the Compensation and Corporate Governance Committee Approved on November 27, 2012 Purpose 1. The compensation and corporate governance committee (the “ Committee”) is appointed by the board of directors (the “Board”) of Highland Copper Company Inc. (the “ Company”) to assist the Board in fulfilling its responsibilities as they relate to: (a) the development, adoption and oversight of the Company’s corporate governance systems, including the assessment of the effectiveness of the Board, its committees and individual directors, in compliance with all applicable legal requirements, stock exchange rules and accounting standards; and (b) the establishment, administration, and evaluation of the Company’s
compensation philosophy, policies and plans for directors, officers, and key employees, to ensure that the Company is competitive in its compensation arrangements and maintains its ability to attract and retain highly-qualified personnel. Composition 2. The Committee will be composed of three or more directors, the majority of whom are
independent, as determined by reference to the applicable rules and regulations of securities regulatory authorities and stock exchanges. 3. The Committee members will be appointed annually at the first meeting of the Board following the annual general shareholders meeting. 4. The chair of the Committee will be designated by the Board from among the Committee members. Meetings 5. The Committee will meet at least annually and otherwise at the discretion of the chair or a majority of its members. 6. A majority of the members of the Committee constitutes a quorum. 7. The time and place at which meetings of the Committee are to be held, and the procedures at those meetings, will be determined by the Committee. A meeting of the Committee may be called by notice given at least 48 hours in advance by means of telephone, facsimile, email, or other communication equipment, provided that no notice of a meeting will be necessary if all of the members are present either in person or by means of conference telephone, or if those absent have waived notice or otherwise indicated their consent to the holding of the meeting. 8. Committee members may participate in a meeting of the Committee by conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section will constitute presence in person at the meeting. 9. The Committee will keep minutes of its meetings which will be available for review by the
Board. 10. The Committee may appoint any person, who need not be a member, to act as the secretary at any meeting. 11. The Committee may invite those officers, directors and employees of the Company and any other advisors and persons as it may see fit, from time to time, to attend at meetings of the Committee. 12. Any matters to be determined by the Committee will be decided by a majority of votes cast at a meeting of the Committee called for that purpose. Actions of the
Committee may be taken by unanimous written consent of the members of the Committee and actions so taken will be effective as though they had been decided by a majority of votes. 13. The Committee will report its decisions to the Board at the next scheduled meeting of the Board, or earlier if the Committee deems necessary. Resources and Authority 14. The Committee has the authority to: (a) engage, at the expense of the Company, independent counsel and other experts or advisors as it determines necessary to carry out its duties; (b) set and pay the compensation for any independent counsel and other experts and advisors retained by the Committee; and (c) conduct any investigation appropriate to its responsibilities, and request any
officer of the Company, or outside counsel for the Company, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. Responsibilities Governance Role 15. The Committee’s responsibilities in respect of corporate governance generally include, but are not limited to the following: (a) preparing and recommending to the Board for adoption a set of governance principles for the Company that are compliant with relevant statutory and stock exchange corporate governance requirements; (b) keeping abreast of best corporate governance practices, both locally and
internationally, through the review of peer group, mining industry and other relevant corporate governance systems reported through surveys and other sources; (c) monitoring and periodically reviewing the effectiveness of the Company’s
corporate governance policies, practices and procedures, including those dealing with risk
management, corporate disclosure, fraud prevention and detection, and making
recommendations to the Board for changes to the Company’s practices; (d) reviewing the size and composition of the Board and its committees to ensure
compliance with all regulatory requirements, including director independence requirements, and effective governance;
(e) recommending procedures to permit the Board to function with the proper degree of independence from management; (f) recommending to the Board and annually implementing an appropriate evaluation process for the functioning and effectiveness of the Board, the other Board committees and their respective charters, and recommending to the Board any appropriate changes, including the creation and elimination of committees and the amendment of the committee charters, as the case may be; (g) developing director orientation and continuing education programs for
directors and management and thereafter periodically reviewing the effectiveness of such
programs, which programs are intended to ensure that: i. the responsibilities of the Board are understood by the directors and management, and that the boundaries between the Board and the management responsibilities are clearly understood and respected; and ii. the resources available to the Board (in particular, timely and relevant delivery of information) are adequate to support its work; (h) preparing and recommending to the Board, and thereafter monitoring and periodically reviewing a code of business conduct and ethics and policies on conflict of interests, insider trading and other related matters; (i) reviewing and making recommendations to the Board regarding the adequacy of the Company’s directors’ and officers’ indemnity and insurance coverage; and (j) reviewing and approving the annual disclosure relating to corporate governance contained in the annual information circular of the Company or as otherwise required pursuant to applicable securities laws and reviewing all corporate governance disclosure before it is publicly disclosed. Compensation 16. The Committee’s responsibilities in respect of compensation generally include, but are not limited to the following: (a) reviewing and making recommendations to the Board with respect to the
overall compensation strategy and policies for directors, officers and employees of the Company. As part of its review process, the Committee will review peer group and other mining industry compensation data available to it; (b) reviewing and making recommendations to the Board with respect to the corporate goals and objectives relevant to the compensation of the senior executive officers, evaluating the performance of the senior executive officers in light of those goals and objectives, and recommending to the Board the compensation level of the senior executive officers based on this evaluation In setting the senior executive officers’ salaries, the Committee will take into consideration salaries paid to similar officers at similar companies in the mining industry. The senior executive officers’ contribution towards the Company’s achievement of business goals and objectives for the previous financial year will form the basis for the Committee’s recommendations concerning bonus or other performance recognition awards; (c) reviewing and recommending the terms of any employment agreements, severance arrangements and change of control agreements/provisions with, and any special or supplemental benefits provided to, senior executive officers; (d) providing oversight of management’s decisions concerning the appointment, promotion, performance and compensation of the Company’s senior executive officers and recommending annual salary adjustments and benefits for those officers; (e) reviewing and making recommendations to the Board, as appropriate, in connection with the Company’s succession planning with respect to the senior executive officers; (f) reviewing and recommending to the Board the compensation of the directors,
including annual retainer, meeting fees, option grants and other benefits conferred upon the
members of the Board; (g) administering the Company’s incentive stock option plan, and any other equity–based plan the Company may adopt, in accordance with the terms of such plans, and making recommendations to the Board with respect to the Company’s incentive stock option plan and any other equity-based plan that is subject to Board approval; and (h) reviewing and approving the annual disclosure relating to executive compensation contained in the annual information circular of the Company or as otherwise required pursuant to applicable securities laws and reviewing all executive compensation disclosure before it is publicly disclosed. Chair 17. The role of the chair of the Committee is to: (a) provide leadership to the Committee with respect to its functions as described in this charter and as otherwise may be appropriate, including overseeing the operation of the Committee; (b) chair meetings of the Committee, unless not present, including in camera sessions, and report to the Board following each meeting of the Committee on the activities and any recommendations of the Committee; (c) ensure that the Committee meets at least once per year and otherwise as
considered appropriate; (d) set the agenda for each meeting of the Committee, with input from other Committee members, the chairman of the Board, the lead director, if there is one, and any other appropriate persons and provide to the Committee appropriate information from management to enable the Committee to function effectively and fulfill its mandate; (e) act as liaison and maintain communication with the chairman of the Board and the Board to co-ordinate input from directors and to optimize the effectiveness of the Committee; and (f) perform such other duties as may be delegated to the chair by the Board from time to time. Other Responsibilities 18. The Committee will review and assess the adequacy of this charter from time to time and at least annually and submit any proposed revisions to the Board for approval. 19. The Committee will annually review its performance relative to this charter. 20. The Committee will perform any other activities consistent with this charter and applicable law, as the Committee or the Board deems necessary or appropriate.




Charter of the Environment, Health and Safety Committee


Charter of the Environment, Health, and Safety Committee
Approved on November 27, 2012

Purpose
1. The environment, health, and safety committee (the “ Committee”) is appointed by the board of directors (the “ Board”) of Highland Copper Company Inc. (the “ Company”) to assist the Board in fulfilling its responsibilities related to environment, health and safety matters concerning the Company and its wholly-owned subsidiary Keweenaw Copper Co.
Composition
2. The Committee will be composed of three or more directors as designated by the Board.
3. The chair of the Committee will be designated by the Board from among the Committee members.
4. At least one member of the Committee will be a non-executive director.
Meetings
5. The Committee will meet at least annually and otherwise at the discretion of the chair or a majority of its members.
6. A majority of the members of the Committee constitutes a quorum.
7. The time and place at which meetings of the Committee are to be held, and the procedures at those meetings, will be determined by the Committee. A meeting of the Committee may be called by notice given at least 48 hours in advance by means of telephone, facsimile, email, or other communication equipment, provided that no notice of a meeting will be necessary if all of the members are present either in person or by means of conference telephone, or if those absent have waived notice or otherwise indicated their consent to the holding of the meeting.
8. Committee members may participate in a meeting of the Committee by conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section will constitute presence in person at the meeting.
9. The Committee will keep minutes of its meetings which will be available for review by the Board.
10. The Committee may appoint any person, who need not be a member, to act as the secretary at any meeting.
11. The Committee may invite those officers, directors and employees of the Company and any other advisors and persons as it may see fit, from time to time, to attend at meetings of the Committee.

12. Any matters to be determined by the Committee will be decided by a majority of votes cast at a meeting of the Committee called for that purpose. Actions of the Committee may be taken by unanimous written consent of the members of the Committee and actions so taken will be effective as though they had been decided by a majority of votes.
13. The Committee will report its decisions to the Board at the next scheduled meeting of the Board, or earlier if the Committee deems necessary.
Resources and Authority
14. The Committee has the authority to:
(a) engage, at the expense of the Company, independent counsel and other experts or advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any independent counsel and other experts and advisors retained by the Committee; and
(c) conduct any investigation appropriate to its responsibilities, and request any officer of the
Company, or outside counsel for the Company, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee.
Responsibilities
15. The responsibilities of the Committee are to:
(a) review and recommend to the Board, for approval, changes in or additions to environment, health and safety policies and programs to reflect the Company’s commitment to environmental stewardship, social responsibility, and the health and safety of the Company’s workers and the general public;
(b) review and recommend to the Board, for approval, changes in or additions to environment, health, and safety policies and programs in the context of legal and operational risks and considerations;
(c) review management reports on the nature and extent of compliance or any non-compliance with environment, health, and safety policies and programs, applicable legislation, and industry standards, and plans to correct deficiencies, if any, and to report to the Board on a quarterly basis on the status of such matters;
(d) review with management whether environment, health, and safety policies are being effectively implemented; and
(e) review any other environment, health, and safety matters that the Committee may consider appropriate or the Board may specifically direct.
Chair
16. The role of the chair of the Committee is to:
(a) provide leadership to the Committee with respect to its functions as described in this charter and as otherwise may be appropriate, including overseeing the operation of the Committee;
(b) chair meetings of the Committee, unless not present, including in camera sessions, and report to the Board following each meeting of the Committee on the activities and any recommendations of the Committee;
(c) ensure that the Committee meets at least once per year and otherwise as considered appropriate;
(d) set the agenda for each meeting of the Committee, with input from other Committee members, the chairman of the Board, the lead director, if there is one, and any other appropriate persons and provide to the Committee appropriate information from management to enable the Committee to function effectively and fulfil its mandate;
(e) act as liaison and maintain communication with the chairman of the Board and the Board to coordinate input from directors and to optimize the effectiveness of the Committee; and
(f) perform such other duties as may be delegated to the chair by the Board from time to time.
Other Responsibilities
17. The Committee will review and assess the adequacy of this charter from time to time and at least annually and submit any proposed revisions to the Board for approval.
18. The Committee will annually review its performance relative to this charter.
19. The Committee will perform any other activities consistent with this charter and applicable law, as the Committee or the Board deems necessary or appropriate.




Code of Business Conduct and Ethics


Code of Business Conduct and Ethics
Adopted November 27, 2012

INTRODUCTION
This Code of Business Conduct and Ethics (the " Code") embodies the commitment of Highland Copper Company Inc. (“ Highland”) and its wholly-owned subsidiary Keweenaw Copper Co. to conduct their business in accordance with all applicable laws, rules and regulations and the highest ethical standards.
All directors, officers, employees and consultants engaged by Highland or Keweenaw Copper Co. (collectively, the " Company") are expected to adhere to the principles and procedures of this Code. “ You” as used in this Code refers to all such persons, as appropriate.
The Company expects you to comply at all times with the following principles which serve as the foundation of this Code:

  • Act ethically and honestly
  • Avoid actual or apparent conflicts of interest
  • Make decisions which are in the best interests of the Company
  • Accept responsibility and be accountable for actions taken
  • Conduct business in an environmentally and socially responsible manner
  • Select and treat all employees in a respectful, fair and equitable manner and foster a work environment that is safe and healthy and free from discrimination, harassment, intimidation and hostility of any kind
  • Obey all laws and regulations governing the conduct of the Company’s business

In addition to your obligation to comply with this Code, it is your responsibility to prevent others from violating these standards if you are in a position to do so. If you are not in a position to do so, it is your responsibility to bring the matter to the attention of a supervisor or member of senior management who is in a position to take appropriate action, or to the attention of an independent member of the board of directors of Highland (the “ Board”).
All contractors and suppliers with whom the Company does business are expected to be aware of and adhere to those principles and procedures of the Code that apply to them. If you retain a contractor or supplier, it is your responsibility to make them aware of the contents of this Code and require that they agree to abide by the provisions of the Code in their dealings with and on behalf of the Company.
Failure to observe the terms of the Code may result in disciplinary action, up to and including
termination of employment or office, or removal from the Board.
Violations of the Code may also constitute violations of law, and may result in civil or criminal penalties.
1. COMPLIANCE WITH LAWS
In representing the Company you must transact Company business in compliance with all applicable federal, provincial, state, and local laws, and regulations. You should recognize that noncompliance may have adverse financial and other consequences for you and for the Company. You should be sufficiently familiar with any laws and regulations and Company policies and procedures that apply to your area of work and responsibility so that you are able to recognize possible breaches and to know when to seek advice. If in doubt, you should discuss the matter with a member of senior management.
2. CONFLICTS OF INTEREST
A conflict of interest occurs when your private interests, or the private interests of your family, interfere, or appear to interfere, in any way with the best interests of the Company. You must take care to avoid any direct or indirect involvement or understanding that might result in such a conflict or create the appearance of such a conflict. Whether a situation involves a conflict of interest depends on all of the circumstances.
The following are examples of conflict of interest situations which generally must be avoided or which may raise a question:
  • you take actions or have private interests that may make it difficult for you to perform your work effectively and in the best interests of the Company
  • you use your employment or position in the Company to derive improper personal benefits, including benefits for your family members or related third parties
  • you receive revenues or benefits from suppliers, competitors or customers of the Company
Any activity that could give rise to conflicts of interest is prohibited unless specifically approved in advance. Where a conflict involves a Board member (e.g. where a Board member has an interest in a material contract or material transaction involving the Company), the Board member involved will be required to disclose his or her interest to the Board and refrain from voting at the Board meeting of the Company considering such contract or transaction in accordance with applicable law. Where a conflict involves a senior officer, approval of the Board will be required. Where a conflict involves an employee, approval of a member of senior management will be required.
Some conflicts are clear-cut and others are not. Any situation involving ‘related-party transactions’ or ‘non-arm’s length relationships’ that can result in a gain to you at the expense of the Company creates a conflict of interest. In the event that a potential conflict of interest involving you arises and you are an employee of the Company, you must immediately notify your direct supervisor who may contact a senior officer of the Company, if appropriate. If you are an officer or director of the Company, you must immediately notify a senior officer or director of the Company who will assess the issue, if necessary with the advice of legal counsel. Full and early disclosure enables you to resolve unclear situations and provides the opportunity to avoid or resolve conflicting interests before any difficulty arises.
3. CORPORATE OPPORTUNITIES
You are expected to advance the Company's legitimate business interests when the opportunity to do so arises. You may not take for yourself (or direct to a third party) a business opportunity that is discovered through the use of the Company's property, information or position, except where the Board, after receiving the necessary information concerning the opportunity and receiving advice of legal counsel, has elected not to avail itself of the opportunity in compliance with applicable corporate law. More generally, you are prohibited from using corporate property, information or position to compete with the Company.
The line between personal benefits and those of the Company is often difficult to draw and sometimes both personal benefits and benefits to the Company may be derived from certain activities. If you have any doubt as to whether any activity you are contemplating violates this requirement, you must refer the issue to a member of senior management who will assess the issue with, if necessary, the advice of legal counsel.
4. PROTECTION AND PROPER USE OF COMPANY ASSETS
You are entrusted with the care, management and cost-effective use of the Company’s property and you are not to make use of these resources for your own personal benefit or for the personal benefit of anyone else. You may only use Company assets, such as funds, products or computers, vehicles, mineral samples, and data, for legitimate business purposes or as otherwise approved by management, and never for an unauthorized or illegal purpose. As well, if you become aware of possible fraud or theft, you should report this immediately to your supervisor or to a member of senior management for investigation.
You are responsible to ensure that all Company property assigned to you is maintained in good condition, and you should be able to account for such equipment. Any disposition of Company property should be for the benefit of the Company and not for personal benefit.
You are to return all documents, data and property (including without limitation, computer hardware and software, databases, cellular phones, credit cards, books, etc.) in your possession upon termination of your employment or office for any reason.
5. CONFIDENTIALITY OF INFORMATION
From time to time, you may be exposed to confidential information. Confidential information includes all material non-public information including but not limited to information about strategic plans, financial information, exploration and development results or reports, information regarding negotiations, agreements or other dealings between the Company and others, or employee-related information. It also includes information that suppliers and partners have entrusted to us.
You are to take all reasonable measures to protect the confidentiality of such information acquired in connection with your activities on behalf of the Company. In addition, you must use confidential information only for the Company’s legitimate business purposes, and not for your personal benefit or the benefit of anyone else.
It is your responsibility to determine what information is confidential and ensure that you use and disclose it only in the performance of your duties with the Company. If you are unsure, consider the information to be confidential until you obtain clarification.
If your employment or office terminates, you will continue to be bound to your obligations of confidentiality to the maximum extent permitted by law.
6. INTEGRITY OF RECORDS AND FINANCIAL DISCLOSURE
As a public company, it is of critical importance that the Company's financial filings with the appropriate regulatory authorities be accurate and timely. Depending on your position with the Company, you may be called upon to provide necessary information to ensure that the Company's public financial and other reports are complete, fair and understandable. You must comply with prescribed accounting policies and procedures and internal controls at all times. All records must accurately reflect and properly describe the transactions they record. All assets, liabilities, revenues and expenses must be properly recorded on a timely basis in the books of the Company. You must be vigilant in preventing fraud and dishonesty, and
report immediately any evidence of wrongdoing.

If you have any concerns as to weaknesses in the Company’s accounting system or in the
Company’s internal controls; or if you believe that any instances of fraud, or incorrect or
questionable accounting practices may have occurred; or if you believe that any instances of
fraudulent, incorrect or questionable practices may have occurred in connection with the
preparation of the Company’s financial statements, you should consult with your immediate
supervisor or with senior management. Alternatively, you may contact the chair of the audit
committee of the Board using the procedures outlined in the Whistleblower Policy attached to this Code. Those procedures include a procedure for confidential, anonymous submission of concerns.
7. SECURITIES TRANSACTIONS
Restrictions on Trading
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. “Material” means information that might reasonably be expected to have a significant impact on the market value of the security; it can be positive or negative, and can relate to virtually any aspect of a company’s business. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information.
In general, you and your family members may trade in Company securities unless:
• a Blackout Period (see below) is in place, or
• you have knowledge of material, non-public information.
If a Blackout Period exists, or if you have knowledge of material, non-public information, neither you nor your family members may trade in Company securities. For purposes of this policy, “family member” means your spouse (married or common-law), your minor children, any person substantially dependent on you for support, and other persons who share a residence with you.
This prohibition also applies to trading in the securities of other public companies, where directors, officers and employees of the Company come into a special relationship with another public company by acquiring undisclosed material information about the other company, frequently as a joint venture partner of or as a party to an undisclosed material transaction with that other public company.
From time to time, the Company may institute a period during which trading in Company securities is prohibited because of the existence of undisclosed material information (a “Blackout Period”). If a Blackout Period is instituted, a notification will be sent to appropriate employees, officers and directors, generally by e-mail from the corporate secretary. A notification of the termination of a Blackout Period will be sent in the same manner. The existence of a Blackout Period is itself an item of confidential information that is not to be disclosed to persons outside of the Company.
Following the public announcement of material information, a reasonable period of time must elapse in order for the market to react to the information. The Company is of the view that one full trading day following publication will generally be a reasonable waiting period before the disclosed information is deemed to be public.
A contravention of these trading restrictions can lead to criminal prosecution, fines and potential civilliability.

8. HARASSMENT OR DISCRIMINATION
The Company promotes the welfare of its people by fostering a work environment of mutual respect, tolerance, and inclusion.
The Company supports the principle that every individual must be accorded an equal opportunity in all aspects of employment. The Company is committed to providing equal employment opportunities to all employees and applicants without regard to race, religion, color, sex, sexual orientation, age, national or ethnic origin, or physical disability (unless demands of the position are prohibitive).
You must treat others in the workplace and work environment with professional courtesy and respect at all times. You must not subject a colleague to unwelcome sexual advances, requests for sexual favors or other verbal (including through emails) or physical conduct which might be construed as sexual in nature. Such conduct may constitute sexual harassment under the laws where the Company operates and may be the basis for legal action against the offending individual or the Company or both. You must also not engage in any behavior which would, directly or indirectly, discriminate based upon race, religion, color,
sex, sexual orientation, age, national or ethnic origin, or physical disability.
If you believe that you have been subjected to sexual harassment or discrimination in the
workplace, you should immediately contact a member of senior management of the Company.
Your identity will be kept strictly confidential and will not be revealed by the Company's management without your permission. The alleged harassment or discrimination will be thoroughly investigated and documented by the Company and appropriate action will be taken. The Company will not tolerate retaliation of any kind against those who make complaints in good faith.
9. USE OF E-MAIL AND INTERNET SERVICES
E-mail and internet systems are provided to help you do work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose, and your use must not interfere with your duties to the Company. "Flooding" systems with junk mail and trivia hampers the ability of our systems to handle legitimate Company business and is prohibited. Access, transmission and downloading of any information that could be insulting or offensive to another person, such as sexually explicit messages, ethnic or racial slurs, or messages that could be viewed as harassment are expressly prohibited.
E-mail and Internet systems and electronic data contained therein are the property of the Company and there is no expectation of privacy for those who use these systems. Unless prohibited by law, the Company reserves the right to access and disclose information contained on information technology systems as necessary for business purposes.
10. PAYMENT TO DOMESTIC AND FOREIGN OFFICIALS
You must comply with all applicable laws prohibiting improper payments to domestic and foreign officials, including the Corruption of Foreign Public Officials Act (Canada) (the “ Act”).
The Act makes it illegal for any person, in order to obtain or retain an advantage in the course of business, directly or indirectly, to offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a public official. Foreign public officials include persons holding a legislative, administrative or judicial position of a foreign state, persons who perform public duties or functions for a foreign state (such as persons employed by board, commissions or government corporations), officials and agents of international organizations, foreign political parties
and candidates for office. Although “facilitated payments” or certain other transactions may be exempted or not illegal under applicable law, the Company’s policy is to avoid them.

Violation of the Act is a criminal offence, subjecting the Company upon conviction to substantial fines and penalties and any officer, director or employee acting on behalf of the Company to imprisonment and fines.
If you have a question about the application of this part of the Code to a particular situation, you should contact a senior officer of the Company who, with the advice of counsel as necessary, will determine acceptability from both a legal and a corporate policy point of view.
11. GIFTS AND ENTERTAINMENT
The giving or accepting of gifts can adversely affect the Company’s reputation for fair dealing and also create conflicts of interest. You should avoid:
  • giving or offering to give any gift, favour, entertainment, reward, or any other thing of value thatmight influence or appear to influence the judgment or conduct of the recipient in the performance of his or her job. This includes transactions with government personnel, customers and suppliers. Such action may damage the Company’s reputation for fair dealing and may be illegal.
  • accepting or soliciting a gift, favour, or other thing of value that is intended to, or might appear to, influence your decision-making or professional conduct. In addition to damaging the Company’s reputation for fair dealing, receipt of such gifts could interfere with your ability to make judgments solely in the best interest of the Company, and thus create the appearance of a conflict of interest.

You may give or receive unsolicited gifts or entertainment only in cases where the gifts or entertainment are of nominal value, are customary to the industry, will not violate any laws, and will not influence nor appear to influence the recipient’s judgment or conduct. The following are guidelines regarding acceptable gifts and entertainment:
  • modest gifts, such as logo items, pens, calendars, caps, shirts and mugs
  • reasonable invitations to business-related meetings, conventions, conferences or product training seminars
  • invitations to social, cultural or sporting events may be accepted if the cost is reasonable and attendance serves a customary business purpose such as networking (e.g. meals, holiday parties and tickets)
  • invitations to golfing, fishing, sports events or similar trips that are usual and customary for your position within the Company and the industry, and promote good working relationships with customers and suppliers

12. HEALTH, SAFETY AND ENVIRONMENTAL RESPONSIBILITIES
The Company is committed to respect for the health and safety of its employees, officers, directors and others and protection of the environment.
There are federal, provincial, state and local workplace safety and environmental laws as well as regional and local government legislation in many countries which regulate both physical safety of employees, officers and directors and their exposure to conditions in the workplace as well as prevent pollution and protect the environment. You must comply with all applicable laws and regulations relating to the protection of the environment, and all environmental, health and safety policies adopted by the Company from time to time, as applicable to your work for the Company. If you encounter an environmental health issue or have a concern about workplace safety, you should contact your supervisor or notify management immediately.
13. COMPLIANCE AND REPORTING
The Company will provide this Code to all current directors, officers, employees and key consultants upon adoption, and to all future directors, officers, employees and key consultants at the time they join the Company. You are required to become thoroughly familiar with this Code.
The Company expects you to take all responsible steps to prevent a violation of this Code. If you observe or otherwise become aware of any illegal or unethical behavior, you must report the violation as soon as reasonably possible. You are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action to take in a particular situation. You may also contact a member of senior management if appropriate.
It is the policy of the Company not to allow retaliation against anyone for bringing a report in good faith concerning a violation of this Code by others. Retaliation in any form against someone who reports a violation of this Code in good faith, or who assists in the investigation of a reported violation, is itself a serious violation of this Code. Acts of retaliation should be reported immediately to your supervisor or to senior management, and the persons involved will be disciplined appropriately.
The Company has adopted an internal Whistleblower Policy, a copy of which is attached to this Code as Exhibit A, that provides for a formal process for submitting reports concerning complaints regarding accounting matters, internal controls, auditing matters or fraud, with the ability to submit such reports on an anonymous basis. You are expected to cooperate in internal investigations of misconduct. These matters will be treated with discretion and diligence. If you wish to report an allegation anonymously, you must provide enough information about the incident or situation to allow the Company to investigate properly.
14. WAIVERS OF THE CODE
The Company will make every effort to resolve potential conflicts of interest or Code-related issues that may arise when these are disclosed promptly to management and the parties involved have acted in good faith. In the unlikely event that potential conflicts cannot be resolved, waivers of compliance with the Code will only be given where appropriate. Any waivers for senior officers and directors must be approved in advance by the board of directors, and will be promptly disclosed if required by law or stock exchange regulation.
15. ANNUAL CERTIFICATION
You will be required to certify on an annual basis that you have read this Code and are in compliance with it. The annual certification form attached to this Code as Exhibit B will be distributed annually to all persons subject to this Code.

EXHIBIT A
WHISTLEBLOWER POLICY
Adopted on November 27, 2012

Purpose
The purpose of this Whistleblower Policy (the “ Policy”) is to establish procedures for the receipt, retention and treatment of complaints received by Highland Copper Company Inc. (the “ Company”) regarding accounting matters, internal controls, auditing matters or fraud and (b) the submission on a confidential and anonymous basis of concerns regarding questionable accounting and auditing matters.
This Policy protects any employee, officer, director or consultant who in good faith submits any complaint to the chair of the audit committee of the board of directors of the Company (the “ Chair”), regarding financial statements disclosures, accounting matters, internal controls, auditing matters or fraud in accordance with the procedures set out below.
Complaint Procedure
The Company’s code of business conduct and ethics provides that employees may report any concerns or complaints regarding accounting, internal accounting controls or audit related matters to the Chair.
Such concerns or complaints may be communicated anonymously if desired. If an alleged concern or complaint is reported anonymously, enough information about the incident or situation must be provided by the complainant to allow the Chair to investigate properly. All such concerns shall be set forth in writing and forwarded in a sealed envelope to the attention of the Chair at the following address:
Chair of the audit committee of Highland Copper Company Inc.
1111 St-Charles Street West, West Tower, Suite 101
Longueuil, QC J4K 5G4
(marked “ Confidential” and/or “ To be opened by the chair of the audit committee only”)
All envelopes so addressed will be forwarded promptly and unopened to the Chair.
Following the receipt of any complaints submitted hereunder, the Chair shall promptly investigate each matter so reported. The Chair may enlist employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal controls, auditing matters, fraud or other violations of the Company’s code of business conduct and ethics. In conducting any investigation, the Chair shall use reasonable efforts to protect the confidentiality and anonymity of the complainant. If appropriate, the Chair may take corrective and disciplinary actions, which may include, alone or in combination, a warning or letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension without pay or termination of employment. It is the obligation of all employees or directors to cooperate in such investigations. The Chair shall retain dossiers of all such complaints or
concerns and their resolution as a part of the records of the audit committee for a period of no less than seven (7) years.
No Retaliation
A submission under this Policy may be made by a director, officer, employee or consultant of the Company without fear of dismissal, disciplinary action or retaliation of any kind. The Company will not discharge, discipline, demote, suspend, threaten or in any manner discriminate against any person who reports in good faith a whistleblower issue or provides assistance to the Chair, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating a whistleblower issue.
Acting in Good Faith
In the event that the investigation reveals that the complaint was frivolously made or undertaken for improper motives or made in bad faith or without a reasonable and probable basis, that complainant’s supervisor may take whatever disciplinary action may be appropriate in the circumstances.




Whistleblower Policy


WHISTLEBLOWER POLICY
Adopted on November 27, 2012

Purpose
The purpose of this Whistleblower Policy (the “ Policy”) is to establish procedures for the receipt, retention and treatment of complaints received by Highland Copper Company Inc. (the “ Company”) regarding accounting matters, internal controls, auditing matters or fraud and (b) the submission on a confidential and anonymous basis of concerns regarding questionable accounting and auditing matters.
This Policy protects any employee, officer, director or consultant who in good faith submits any complaint to the chair of the audit committee of the board of directors of the Company (the “ Chair”), regarding financial statements disclosures, accounting matters, internal controls, auditing matters or fraud in accordance with the procedures set out below.
Complaint Procedure
The Company’s code of business conduct and ethics provides that employees may report any concerns or complaints regarding accounting, internal accounting controls or audit related matters to the Chair.
Such concerns or complaints may be communicated anonymously if desired. If an alleged concern or complaint is reported anonymously, enough information about the incident or situation must be provided by the complainant to allow the Chair to investigate properly. All such concerns shall be set forth in writing and forwarded in a sealed envelope to the attention of the Chair at the following address:
Chair of the audit committee of Highland Copper Company Inc.
1111 St-Charles Street West, West Tower, Suite 101
Longueuil, QC J4K 5G4
(marked “ Confidential” and/or “ To be opened by the chair of the audit committee only”)
All envelopes so addressed will be forwarded promptly and unopened to the Chair.
Following the receipt of any complaints submitted hereunder, the Chair shall promptly investigate each matter so reported. The Chair may enlist employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal controls, auditing matters, fraud or other violations of the Company’s code of business conduct and ethics. In conducting any investigation, the Chair shall use reasonable efforts to protect the confidentiality and anonymity of the complainant. If appropriate, the Chair may take corrective and disciplinary actions, which may include, alone or in combination, a warning or letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension without pay or termination of employment. It is the obligation of all employees or directors to cooperate in such investigations. The Chair shall retain dossiers of all such complaints or concerns and their resolution as a part of the records of the audit committee for a period of no less than seven (7) years.
No Retaliation
A submission under this Policy may be made by a director, officer, employee or consultant of the Company without fear of dismissal, disciplinary action or retaliation of any kind. The Company will not discharge, discipline, demote, suspend, threaten or in any manner discriminate against any person who reports in good faith a whistleblower issue or provides assistance to the Chair, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating a whistleblower issue.
Acting in Good Faith
In the event that the investigation reveals that the complaint was frivolously made or undertaken for improper motives or made in bad faith or without a reasonable and probable basis, that complainant’s supervisor may take whatever disciplinary action may be appropriate in the circumstances.





 

Corporate Directory

Charter of the Audit Committee


CHARTER OF THE AUDIT COMMITTEE
(adopted on November 27, 2012 and
amended on February 26, 2015 and February 25, 2016)

This charter shall govern the activities of the audit committee (the “ Committee”) of the board of directors (the “ Board”) of Highland Copper Company Inc. (the “ Corporation”).
Mandate
The purpose of the Committee is to provide assistance to the Board in fulfilling its stewardship responsibility for the Corporation with respect to the quality and the integrity of the Corporation’s financial reporting practices, the qualifications and independence of the independent auditors of the Corporation (the “ Independent Auditors”) and the audit process. In so doing, it is the responsibility of the Committee to facilitate and promote free and open communication between the directors of the Corporation, the Independent Auditors and the financial management of the Corporation.
The function of the Committee is one of oversight. Management is responsible for the preparation, presentation and integrity of the Corporation’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Corporation. The Independent Auditors are responsible for auditing the Corporation’s annual financial statements.
Composition 1. The Committee must be composed of a minimum of three directors of the Corporation, the majority of whom are independent (as defined by applicable laws, regulations, rules and policies).
2. Each member of the Committee shall be financially literate and at least one member shall have expertise in financial reporting.
3. The members of the Committee will be appointed by the Board annually at the first meeting of the Board following the annual meeting of the shareholders to serve until the next annual meeting of shareholders or until their successors are duly appointed.
4. The Board shall designate one member to act as chair of the Committee (the “ Chair”) or, if it fails to do so, the members of the Committee shall appoint the Chair among its members. Meetings 5. The Committee shall meet at least quarterly, with the authority to convene additional meetings as circumstances require. A majority of the members of the Committee shall constitute a quorum.
6. The Committee shall, when appropriate, hold in camera sessions without management present.
7. The Committee shall keep minutes of its meetings which shall be available for review by the Board. The Committee may appoint any person who need not be a member, to act as the secretary at any meeting. The Committee may invite such officers, directors and employees of the Corporation and such other advisors and persons as it may see fit, from time to time, to attend at meetings of the Committee. 8. The Committee shall report its determinations to the Board at the next scheduled meeting of the Board, or earlier if the Committee deems necessary. Responsibilities
Financial Accounting, Internal Controls and Reporting Process 9. The Committee is responsible for: (a) oversight of internal controls over financial reporting of the Corporation;
(b) reviewing and reporting to the Board on the quarterly and annual financial statements and management's discussion and analysis (“ MD&A”);
(c) satisfying itself that the audit function has been effectively carried out;
(d) discussing and meeting with, when it deems appropriate to do so and no less frequently than annually, the Independent Auditors, the Chief Financial Officer (“ CFO”) and any other member of management it wishes to, to review accounting principles, practices, judgments of management, internal controls and such other matters as the Committee deems appropriate;
(e) reviewing any post-audit or management letter containing the recommendations of the Independent Auditors and management’s response and subsequent follow-up to any identified weaknesses; and
(f) reviewing accounting and financial human resources succession planning within the Corporation. Public Disclosure 10. The Committee shall: (a) review the annual and interim financial statements and related MD&A, news releases that contain significant financial information that has not previously been released to the public, and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws and satisfy itself that the documents do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made before the Corporation publicly discloses this information; and
(b) satisfy itself 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 periodically assess the adequacy of these procedures. Risk Management 11. The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks. In conjunction with the Compensation and Corporate Governance Committee of the Board, annually review the directors’ and officers’ third-party liability insurance of the Corporation. Independent Auditors 12. The Committee shall be responsible for recommending to the Board, for appointment by shareholders, a firm of external auditors to act as Independent Auditors and for monitoring the independence and performance of the Independent Auditors, including attending at private meetings with the Independent Auditors and reviewing and approving their remuneration. 13. The Committee shall be responsible for resolving disagreements between management and the Independent Auditors regarding financial reporting.
14. The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
15. The Committee shall review the Independent Auditor’s audit plan, including scope, procedures and timing of the audit.
16. The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit.
17. The Committee shall obtain reports from the Independent Auditors (either orally or in writing) describing critical accounting policies and practices, alternative treatments of information within IFRS that were discussed with management, their ramifications, and the Independent Auditors' preferred treatment and material written communications between the Corporation and the Independent Auditors.
18. The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
19. The Committee shall monitor and assess the relationship between management and the Independent Auditors, and monitor the independence and objectivity of the Independent Auditors. Corporate Conduct 20. The Committee shall ensure that there is an appropriate standard of corporate conduct including a corporate code of ethics.
21. The Committee shall establish procedures for:
(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or control related matters.
22. The Committee shall oversee the Company’s compliance and reporting process under the Extractive Sector Transparency Measures Act. Other Responsibilities 23. The Committee shall review and assess the adequacy of this mandate from time to time and at least annually and submit any proposed revisions to the Board for approval.
24. The Committee shall perform any other activities consistent with this mandate and applicable law, as the Committee or the Board deems necessary or appropriate. Authority 25. The Committee has the authority to:
(a) engage, at the expense of the Corporation, independent counsel and other experts or advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any independent counsel and other experts and advisors retained by the Committee; (c) communicate directly with the independent auditors of the Corporation (the “Independent Auditors”);
(d) conduct any investigation appropriate to its responsibilities, and request the Independent Auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee; and
(e) have unrestricted access to the books and records of the Corporation.




Charter of the Compensation and Corporate Governance Committee


Charter of the Compensation and Corporate Governance Committee Approved on November 27, 2012 Purpose 1. The compensation and corporate governance committee (the “ Committee”) is appointed by the board of directors (the “Board”) of Highland Copper Company Inc. (the “ Company”) to assist the Board in fulfilling its responsibilities as they relate to: (a) the development, adoption and oversight of the Company’s corporate governance systems, including the assessment of the effectiveness of the Board, its committees and individual directors, in compliance with all applicable legal requirements, stock exchange rules and accounting standards; and (b) the establishment, administration, and evaluation of the Company’s
compensation philosophy, policies and plans for directors, officers, and key employees, to ensure that the Company is competitive in its compensation arrangements and maintains its ability to attract and retain highly-qualified personnel. Composition 2. The Committee will be composed of three or more directors, the majority of whom are
independent, as determined by reference to the applicable rules and regulations of securities regulatory authorities and stock exchanges. 3. The Committee members will be appointed annually at the first meeting of the Board following the annual general shareholders meeting. 4. The chair of the Committee will be designated by the Board from among the Committee members. Meetings 5. The Committee will meet at least annually and otherwise at the discretion of the chair or a majority of its members. 6. A majority of the members of the Committee constitutes a quorum. 7. The time and place at which meetings of the Committee are to be held, and the procedures at those meetings, will be determined by the Committee. A meeting of the Committee may be called by notice given at least 48 hours in advance by means of telephone, facsimile, email, or other communication equipment, provided that no notice of a meeting will be necessary if all of the members are present either in person or by means of conference telephone, or if those absent have waived notice or otherwise indicated their consent to the holding of the meeting. 8. Committee members may participate in a meeting of the Committee by conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section will constitute presence in person at the meeting. 9. The Committee will keep minutes of its meetings which will be available for review by the
Board. 10. The Committee may appoint any person, who need not be a member, to act as the secretary at any meeting. 11. The Committee may invite those officers, directors and employees of the Company and any other advisors and persons as it may see fit, from time to time, to attend at meetings of the Committee. 12. Any matters to be determined by the Committee will be decided by a majority of votes cast at a meeting of the Committee called for that purpose. Actions of the
Committee may be taken by unanimous written consent of the members of the Committee and actions so taken will be effective as though they had been decided by a majority of votes. 13. The Committee will report its decisions to the Board at the next scheduled meeting of the Board, or earlier if the Committee deems necessary. Resources and Authority 14. The Committee has the authority to: (a) engage, at the expense of the Company, independent counsel and other experts or advisors as it determines necessary to carry out its duties; (b) set and pay the compensation for any independent counsel and other experts and advisors retained by the Committee; and (c) conduct any investigation appropriate to its responsibilities, and request any
officer of the Company, or outside counsel for the Company, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. Responsibilities Governance Role 15. The Committee’s responsibilities in respect of corporate governance generally include, but are not limited to the following: (a) preparing and recommending to the Board for adoption a set of governance principles for the Company that are compliant with relevant statutory and stock exchange corporate governance requirements; (b) keeping abreast of best corporate governance practices, both locally and
internationally, through the review of peer group, mining industry and other relevant corporate governance systems reported through surveys and other sources; (c) monitoring and periodically reviewing the effectiveness of the Company’s
corporate governance policies, practices and procedures, including those dealing with risk
management, corporate disclosure, fraud prevention and detection, and making
recommendations to the Board for changes to the Company’s practices; (d) reviewing the size and composition of the Board and its committees to ensure
compliance with all regulatory requirements, including director independence requirements, and effective governance;
(e) recommending procedures to permit the Board to function with the proper degree of independence from management; (f) recommending to the Board and annually implementing an appropriate evaluation process for the functioning and effectiveness of the Board, the other Board committees and their respective charters, and recommending to the Board any appropriate changes, including the creation and elimination of committees and the amendment of the committee charters, as the case may be; (g) developing director orientation and continuing education programs for
directors and management and thereafter periodically reviewing the effectiveness of such
programs, which programs are intended to ensure that: i. the responsibilities of the Board are understood by the directors and management, and that the boundaries between the Board and the management responsibilities are clearly understood and respected; and ii. the resources available to the Board (in particular, timely and relevant delivery of information) are adequate to support its work; (h) preparing and recommending to the Board, and thereafter monitoring and periodically reviewing a code of business conduct and ethics and policies on conflict of interests, insider trading and other related matters; (i) reviewing and making recommendations to the Board regarding the adequacy of the Company’s directors’ and officers’ indemnity and insurance coverage; and (j) reviewing and approving the annual disclosure relating to corporate governance contained in the annual information circular of the Company or as otherwise required pursuant to applicable securities laws and reviewing all corporate governance disclosure before it is publicly disclosed. Compensation 16. The Committee’s responsibilities in respect of compensation generally include, but are not limited to the following: (a) reviewing and making recommendations to the Board with respect to the
overall compensation strategy and policies for directors, officers and employees of the Company. As part of its review process, the Committee will review peer group and other mining industry compensation data available to it; (b) reviewing and making recommendations to the Board with respect to the corporate goals and objectives relevant to the compensation of the senior executive officers, evaluating the performance of the senior executive officers in light of those goals and objectives, and recommending to the Board the compensation level of the senior executive officers based on this evaluation In setting the senior executive officers’ salaries, the Committee will take into consideration salaries paid to similar officers at similar companies in the mining industry. The senior executive officers’ contribution towards the Company’s achievement of business goals and objectives for the previous financial year will form the basis for the Committee’s recommendations concerning bonus or other performance recognition awards; (c) reviewing and recommending the terms of any employment agreements, severance arrangements and change of control agreements/provisions with, and any special or supplemental benefits provided to, senior executive officers; (d) providing oversight of management’s decisions concerning the appointment, promotion, performance and compensation of the Company’s senior executive officers and recommending annual salary adjustments and benefits for those officers; (e) reviewing and making recommendations to the Board, as appropriate, in connection with the Company’s succession planning with respect to the senior executive officers; (f) reviewing and recommending to the Board the compensation of the directors,
including annual retainer, meeting fees, option grants and other benefits conferred upon the
members of the Board; (g) administering the Company’s incentive stock option plan, and any other equity–based plan the Company may adopt, in accordance with the terms of such plans, and making recommendations to the Board with respect to the Company’s incentive stock option plan and any other equity-based plan that is subject to Board approval; and (h) reviewing and approving the annual disclosure relating to executive compensation contained in the annual information circular of the Company or as otherwise required pursuant to applicable securities laws and reviewing all executive compensation disclosure before it is publicly disclosed. Chair 17. The role of the chair of the Committee is to: (a) provide leadership to the Committee with respect to its functions as described in this charter and as otherwise may be appropriate, including overseeing the operation of the Committee; (b) chair meetings of the Committee, unless not present, including in camera sessions, and report to the Board following each meeting of the Committee on the activities and any recommendations of the Committee; (c) ensure that the Committee meets at least once per year and otherwise as
considered appropriate; (d) set the agenda for each meeting of the Committee, with input from other Committee members, the chairman of the Board, the lead director, if there is one, and any other appropriate persons and provide to the Committee appropriate information from management to enable the Committee to function effectively and fulfill its mandate; (e) act as liaison and maintain communication with the chairman of the Board and the Board to co-ordinate input from directors and to optimize the effectiveness of the Committee; and (f) perform such other duties as may be delegated to the chair by the Board from time to time. Other Responsibilities 18. The Committee will review and assess the adequacy of this charter from time to time and at least annually and submit any proposed revisions to the Board for approval. 19. The Committee will annually review its performance relative to this charter. 20. The Committee will perform any other activities consistent with this charter and applicable law, as the Committee or the Board deems necessary or appropriate.




Charter of the Environment, Health and Safety Committee


Charter of the Environment, Health, and Safety Committee
Approved on November 27, 2012

Purpose
1. The environment, health, and safety committee (the “ Committee”) is appointed by the board of directors (the “ Board”) of Highland Copper Company Inc. (the “ Company”) to assist the Board in fulfilling its responsibilities related to environment, health and safety matters concerning the Company and its wholly-owned subsidiary Keweenaw Copper Co.
Composition
2. The Committee will be composed of three or more directors as designated by the Board.
3. The chair of the Committee will be designated by the Board from among the Committee members.
4. At least one member of the Committee will be a non-executive director.
Meetings
5. The Committee will meet at least annually and otherwise at the discretion of the chair or a majority of its members.
6. A majority of the members of the Committee constitutes a quorum.
7. The time and place at which meetings of the Committee are to be held, and the procedures at those meetings, will be determined by the Committee. A meeting of the Committee may be called by notice given at least 48 hours in advance by means of telephone, facsimile, email, or other communication equipment, provided that no notice of a meeting will be necessary if all of the members are present either in person or by means of conference telephone, or if those absent have waived notice or otherwise indicated their consent to the holding of the meeting.
8. Committee members may participate in a meeting of the Committee by conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section will constitute presence in person at the meeting.
9. The Committee will keep minutes of its meetings which will be available for review by the Board.
10. The Committee may appoint any person, who need not be a member, to act as the secretary at any meeting.
11. The Committee may invite those officers, directors and employees of the Company and any other advisors and persons as it may see fit, from time to time, to attend at meetings of the Committee.

12. Any matters to be determined by the Committee will be decided by a majority of votes cast at a meeting of the Committee called for that purpose. Actions of the Committee may be taken by unanimous written consent of the members of the Committee and actions so taken will be effective as though they had been decided by a majority of votes.
13. The Committee will report its decisions to the Board at the next scheduled meeting of the Board, or earlier if the Committee deems necessary.
Resources and Authority
14. The Committee has the authority to:
(a) engage, at the expense of the Company, independent counsel and other experts or advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any independent counsel and other experts and advisors retained by the Committee; and
(c) conduct any investigation appropriate to its responsibilities, and request any officer of the
Company, or outside counsel for the Company, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee.
Responsibilities
15. The responsibilities of the Committee are to:
(a) review and recommend to the Board, for approval, changes in or additions to environment, health and safety policies and programs to reflect the Company’s commitment to environmental stewardship, social responsibility, and the health and safety of the Company’s workers and the general public;
(b) review and recommend to the Board, for approval, changes in or additions to environment, health, and safety policies and programs in the context of legal and operational risks and considerations;
(c) review management reports on the nature and extent of compliance or any non-compliance with environment, health, and safety policies and programs, applicable legislation, and industry standards, and plans to correct deficiencies, if any, and to report to the Board on a quarterly basis on the status of such matters;
(d) review with management whether environment, health, and safety policies are being effectively implemented; and
(e) review any other environment, health, and safety matters that the Committee may consider appropriate or the Board may specifically direct.
Chair
16. The role of the chair of the Committee is to:
(a) provide leadership to the Committee with respect to its functions as described in this charter and as otherwise may be appropriate, including overseeing the operation of the Committee;
(b) chair meetings of the Committee, unless not present, including in camera sessions, and report to the Board following each meeting of the Committee on the activities and any recommendations of the Committee;
(c) ensure that the Committee meets at least once per year and otherwise as considered appropriate;
(d) set the agenda for each meeting of the Committee, with input from other Committee members, the chairman of the Board, the lead director, if there is one, and any other appropriate persons and provide to the Committee appropriate information from management to enable the Committee to function effectively and fulfil its mandate;
(e) act as liaison and maintain communication with the chairman of the Board and the Board to coordinate input from directors and to optimize the effectiveness of the Committee; and
(f) perform such other duties as may be delegated to the chair by the Board from time to time.
Other Responsibilities
17. The Committee will review and assess the adequacy of this charter from time to time and at least annually and submit any proposed revisions to the Board for approval.
18. The Committee will annually review its performance relative to this charter.
19. The Committee will perform any other activities consistent with this charter and applicable law, as the Committee or the Board deems necessary or appropriate.




Code of Business Conduct and Ethics


Code of Business Conduct and Ethics
Adopted November 27, 2012

INTRODUCTION
This Code of Business Conduct and Ethics (the " Code") embodies the commitment of Highland Copper Company Inc. (“ Highland”) and its wholly-owned subsidiary Keweenaw Copper Co. to conduct their business in accordance with all applicable laws, rules and regulations and the highest ethical standards.
All directors, officers, employees and consultants engaged by Highland or Keweenaw Copper Co. (collectively, the " Company") are expected to adhere to the principles and procedures of this Code. “ You” as used in this Code refers to all such persons, as appropriate.
The Company expects you to comply at all times with the following principles which serve as the foundation of this Code:

  • Act ethically and honestly
  • Avoid actual or apparent conflicts of interest
  • Make decisions which are in the best interests of the Company
  • Accept responsibility and be accountable for actions taken
  • Conduct business in an environmentally and socially responsible manner
  • Select and treat all employees in a respectful, fair and equitable manner and foster a work environment that is safe and healthy and free from discrimination, harassment, intimidation and hostility of any kind
  • Obey all laws and regulations governing the conduct of the Company’s business

In addition to your obligation to comply with this Code, it is your responsibility to prevent others from violating these standards if you are in a position to do so. If you are not in a position to do so, it is your responsibility to bring the matter to the attention of a supervisor or member of senior management who is in a position to take appropriate action, or to the attention of an independent member of the board of directors of Highland (the “ Board”).
All contractors and suppliers with whom the Company does business are expected to be aware of and adhere to those principles and procedures of the Code that apply to them. If you retain a contractor or supplier, it is your responsibility to make them aware of the contents of this Code and require that they agree to abide by the provisions of the Code in their dealings with and on behalf of the Company.
Failure to observe the terms of the Code may result in disciplinary action, up to and including
termination of employment or office, or removal from the Board.
Violations of the Code may also constitute violations of law, and may result in civil or criminal penalties.
1. COMPLIANCE WITH LAWS
In representing the Company you must transact Company business in compliance with all applicable federal, provincial, state, and local laws, and regulations. You should recognize that noncompliance may have adverse financial and other consequences for you and for the Company. You should be sufficiently familiar with any laws and regulations and Company policies and procedures that apply to your area of work and responsibility so that you are able to recognize possible breaches and to know when to seek advice. If in doubt, you should discuss the matter with a member of senior management.
2. CONFLICTS OF INTEREST
A conflict of interest occurs when your private interests, or the private interests of your family, interfere, or appear to interfere, in any way with the best interests of the Company. You must take care to avoid any direct or indirect involvement or understanding that might result in such a conflict or create the appearance of such a conflict. Whether a situation involves a conflict of interest depends on all of the circumstances.
The following are examples of conflict of interest situations which generally must be avoided or which may raise a question:
  • you take actions or have private interests that may make it difficult for you to perform your work effectively and in the best interests of the Company
  • you use your employment or position in the Company to derive improper personal benefits, including benefits for your family members or related third parties
  • you receive revenues or benefits from suppliers, competitors or customers of the Company
Any activity that could give rise to conflicts of interest is prohibited unless specifically approved in advance. Where a conflict involves a Board member (e.g. where a Board member has an interest in a material contract or material transaction involving the Company), the Board member involved will be required to disclose his or her interest to the Board and refrain from voting at the Board meeting of the Company considering such contract or transaction in accordance with applicable law. Where a conflict involves a senior officer, approval of the Board will be required. Where a conflict involves an employee, approval of a member of senior management will be required.
Some conflicts are clear-cut and others are not. Any situation involving ‘related-party transactions’ or ‘non-arm’s length relationships’ that can result in a gain to you at the expense of the Company creates a conflict of interest. In the event that a potential conflict of interest involving you arises and you are an employee of the Company, you must immediately notify your direct supervisor who may contact a senior officer of the Company, if appropriate. If you are an officer or director of the Company, you must immediately notify a senior officer or director of the Company who will assess the issue, if necessary with the advice of legal counsel. Full and early disclosure enables you to resolve unclear situations and provides the opportunity to avoid or resolve conflicting interests before any difficulty arises.
3. CORPORATE OPPORTUNITIES
You are expected to advance the Company's legitimate business interests when the opportunity to do so arises. You may not take for yourself (or direct to a third party) a business opportunity that is discovered through the use of the Company's property, information or position, except where the Board, after receiving the necessary information concerning the opportunity and receiving advice of legal counsel, has elected not to avail itself of the opportunity in compliance with applicable corporate law. More generally, you are prohibited from using corporate property, information or position to compete with the Company.
The line between personal benefits and those of the Company is often difficult to draw and sometimes both personal benefits and benefits to the Company may be derived from certain activities. If you have any doubt as to whether any activity you are contemplating violates this requirement, you must refer the issue to a member of senior management who will assess the issue with, if necessary, the advice of legal counsel.
4. PROTECTION AND PROPER USE OF COMPANY ASSETS
You are entrusted with the care, management and cost-effective use of the Company’s property and you are not to make use of these resources for your own personal benefit or for the personal benefit of anyone else. You may only use Company assets, such as funds, products or computers, vehicles, mineral samples, and data, for legitimate business purposes or as otherwise approved by management, and never for an unauthorized or illegal purpose. As well, if you become aware of possible fraud or theft, you should report this immediately to your supervisor or to a member of senior management for investigation.
You are responsible to ensure that all Company property assigned to you is maintained in good condition, and you should be able to account for such equipment. Any disposition of Company property should be for the benefit of the Company and not for personal benefit.
You are to return all documents, data and property (including without limitation, computer hardware and software, databases, cellular phones, credit cards, books, etc.) in your possession upon termination of your employment or office for any reason.
5. CONFIDENTIALITY OF INFORMATION
From time to time, you may be exposed to confidential information. Confidential information includes all material non-public information including but not limited to information about strategic plans, financial information, exploration and development results or reports, information regarding negotiations, agreements or other dealings between the Company and others, or employee-related information. It also includes information that suppliers and partners have entrusted to us.
You are to take all reasonable measures to protect the confidentiality of such information acquired in connection with your activities on behalf of the Company. In addition, you must use confidential information only for the Company’s legitimate business purposes, and not for your personal benefit or the benefit of anyone else.
It is your responsibility to determine what information is confidential and ensure that you use and disclose it only in the performance of your duties with the Company. If you are unsure, consider the information to be confidential until you obtain clarification.
If your employment or office terminates, you will continue to be bound to your obligations of confidentiality to the maximum extent permitted by law.
6. INTEGRITY OF RECORDS AND FINANCIAL DISCLOSURE
As a public company, it is of critical importance that the Company's financial filings with the appropriate regulatory authorities be accurate and timely. Depending on your position with the Company, you may be called upon to provide necessary information to ensure that the Company's public financial and other reports are complete, fair and understandable. You must comply with prescribed accounting policies and procedures and internal controls at all times. All records must accurately reflect and properly describe the transactions they record. All assets, liabilities, revenues and expenses must be properly recorded on a timely basis in the books of the Company. You must be vigilant in preventing fraud and dishonesty, and
report immediately any evidence of wrongdoing.

If you have any concerns as to weaknesses in the Company’s accounting system or in the
Company’s internal controls; or if you believe that any instances of fraud, or incorrect or
questionable accounting practices may have occurred; or if you believe that any instances of
fraudulent, incorrect or questionable practices may have occurred in connection with the
preparation of the Company’s financial statements, you should consult with your immediate
supervisor or with senior management. Alternatively, you may contact the chair of the audit
committee of the Board using the procedures outlined in the Whistleblower Policy attached to this Code. Those procedures include a procedure for confidential, anonymous submission of concerns.
7. SECURITIES TRANSACTIONS
Restrictions on Trading
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. “Material” means information that might reasonably be expected to have a significant impact on the market value of the security; it can be positive or negative, and can relate to virtually any aspect of a company’s business. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information.
In general, you and your family members may trade in Company securities unless:
• a Blackout Period (see below) is in place, or
• you have knowledge of material, non-public information.
If a Blackout Period exists, or if you have knowledge of material, non-public information, neither you nor your family members may trade in Company securities. For purposes of this policy, “family member” means your spouse (married or common-law), your minor children, any person substantially dependent on you for support, and other persons who share a residence with you.
This prohibition also applies to trading in the securities of other public companies, where directors, officers and employees of the Company come into a special relationship with another public company by acquiring undisclosed material information about the other company, frequently as a joint venture partner of or as a party to an undisclosed material transaction with that other public company.
From time to time, the Company may institute a period during which trading in Company securities is prohibited because of the existence of undisclosed material information (a “Blackout Period”). If a Blackout Period is instituted, a notification will be sent to appropriate employees, officers and directors, generally by e-mail from the corporate secretary. A notification of the termination of a Blackout Period will be sent in the same manner. The existence of a Blackout Period is itself an item of confidential information that is not to be disclosed to persons outside of the Company.
Following the public announcement of material information, a reasonable period of time must elapse in order for the market to react to the information. The Company is of the view that one full trading day following publication will generally be a reasonable waiting period before the disclosed information is deemed to be public.
A contravention of these trading restrictions can lead to criminal prosecution, fines and potential civilliability.

8. HARASSMENT OR DISCRIMINATION
The Company promotes the welfare of its people by fostering a work environment of mutual respect, tolerance, and inclusion.
The Company supports the principle that every individual must be accorded an equal opportunity in all aspects of employment. The Company is committed to providing equal employment opportunities to all employees and applicants without regard to race, religion, color, sex, sexual orientation, age, national or ethnic origin, or physical disability (unless demands of the position are prohibitive).
You must treat others in the workplace and work environment with professional courtesy and respect at all times. You must not subject a colleague to unwelcome sexual advances, requests for sexual favors or other verbal (including through emails) or physical conduct which might be construed as sexual in nature. Such conduct may constitute sexual harassment under the laws where the Company operates and may be the basis for legal action against the offending individual or the Company or both. You must also not engage in any behavior which would, directly or indirectly, discriminate based upon race, religion, color,
sex, sexual orientation, age, national or ethnic origin, or physical disability.
If you believe that you have been subjected to sexual harassment or discrimination in the
workplace, you should immediately contact a member of senior management of the Company.
Your identity will be kept strictly confidential and will not be revealed by the Company's management without your permission. The alleged harassment or discrimination will be thoroughly investigated and documented by the Company and appropriate action will be taken. The Company will not tolerate retaliation of any kind against those who make complaints in good faith.
9. USE OF E-MAIL AND INTERNET SERVICES
E-mail and internet systems are provided to help you do work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose, and your use must not interfere with your duties to the Company. "Flooding" systems with junk mail and trivia hampers the ability of our systems to handle legitimate Company business and is prohibited. Access, transmission and downloading of any information that could be insulting or offensive to another person, such as sexually explicit messages, ethnic or racial slurs, or messages that could be viewed as harassment are expressly prohibited.
E-mail and Internet systems and electronic data contained therein are the property of the Company and there is no expectation of privacy for those who use these systems. Unless prohibited by law, the Company reserves the right to access and disclose information contained on information technology systems as necessary for business purposes.
10. PAYMENT TO DOMESTIC AND FOREIGN OFFICIALS
You must comply with all applicable laws prohibiting improper payments to domestic and foreign officials, including the Corruption of Foreign Public Officials Act (Canada) (the “ Act”).
The Act makes it illegal for any person, in order to obtain or retain an advantage in the course of business, directly or indirectly, to offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a public official. Foreign public officials include persons holding a legislative, administrative or judicial position of a foreign state, persons who perform public duties or functions for a foreign state (such as persons employed by board, commissions or government corporations), officials and agents of international organizations, foreign political parties
and candidates for office. Although “facilitated payments” or certain other transactions may be exempted or not illegal under applicable law, the Company’s policy is to avoid them.

Violation of the Act is a criminal offence, subjecting the Company upon conviction to substantial fines and penalties and any officer, director or employee acting on behalf of the Company to imprisonment and fines.
If you have a question about the application of this part of the Code to a particular situation, you should contact a senior officer of the Company who, with the advice of counsel as necessary, will determine acceptability from both a legal and a corporate policy point of view.
11. GIFTS AND ENTERTAINMENT
The giving or accepting of gifts can adversely affect the Company’s reputation for fair dealing and also create conflicts of interest. You should avoid:
  • giving or offering to give any gift, favour, entertainment, reward, or any other thing of value thatmight influence or appear to influence the judgment or conduct of the recipient in the performance of his or her job. This includes transactions with government personnel, customers and suppliers. Such action may damage the Company’s reputation for fair dealing and may be illegal.
  • accepting or soliciting a gift, favour, or other thing of value that is intended to, or might appear to, influence your decision-making or professional conduct. In addition to damaging the Company’s reputation for fair dealing, receipt of such gifts could interfere with your ability to make judgments solely in the best interest of the Company, and thus create the appearance of a conflict of interest.

You may give or receive unsolicited gifts or entertainment only in cases where the gifts or entertainment are of nominal value, are customary to the industry, will not violate any laws, and will not influence nor appear to influence the recipient’s judgment or conduct. The following are guidelines regarding acceptable gifts and entertainment:
  • modest gifts, such as logo items, pens, calendars, caps, shirts and mugs
  • reasonable invitations to business-related meetings, conventions, conferences or product training seminars
  • invitations to social, cultural or sporting events may be accepted if the cost is reasonable and attendance serves a customary business purpose such as networking (e.g. meals, holiday parties and tickets)
  • invitations to golfing, fishing, sports events or similar trips that are usual and customary for your position within the Company and the industry, and promote good working relationships with customers and suppliers

12. HEALTH, SAFETY AND ENVIRONMENTAL RESPONSIBILITIES
The Company is committed to respect for the health and safety of its employees, officers, directors and others and protection of the environment.
There are federal, provincial, state and local workplace safety and environmental laws as well as regional and local government legislation in many countries which regulate both physical safety of employees, officers and directors and their exposure to conditions in the workplace as well as prevent pollution and protect the environment. You must comply with all applicable laws and regulations relating to the protection of the environment, and all environmental, health and safety policies adopted by the Company from time to time, as applicable to your work for the Company. If you encounter an environmental health issue or have a concern about workplace safety, you should contact your supervisor or notify management immediately.
13. COMPLIANCE AND REPORTING
The Company will provide this Code to all current directors, officers, employees and key consultants upon adoption, and to all future directors, officers, employees and key consultants at the time they join the Company. You are required to become thoroughly familiar with this Code.
The Company expects you to take all responsible steps to prevent a violation of this Code. If you observe or otherwise become aware of any illegal or unethical behavior, you must report the violation as soon as reasonably possible. You are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action to take in a particular situation. You may also contact a member of senior management if appropriate.
It is the policy of the Company not to allow retaliation against anyone for bringing a report in good faith concerning a violation of this Code by others. Retaliation in any form against someone who reports a violation of this Code in good faith, or who assists in the investigation of a reported violation, is itself a serious violation of this Code. Acts of retaliation should be reported immediately to your supervisor or to senior management, and the persons involved will be disciplined appropriately.
The Company has adopted an internal Whistleblower Policy, a copy of which is attached to this Code as Exhibit A, that provides for a formal process for submitting reports concerning complaints regarding accounting matters, internal controls, auditing matters or fraud, with the ability to submit such reports on an anonymous basis. You are expected to cooperate in internal investigations of misconduct. These matters will be treated with discretion and diligence. If you wish to report an allegation anonymously, you must provide enough information about the incident or situation to allow the Company to investigate properly.
14. WAIVERS OF THE CODE
The Company will make every effort to resolve potential conflicts of interest or Code-related issues that may arise when these are disclosed promptly to management and the parties involved have acted in good faith. In the unlikely event that potential conflicts cannot be resolved, waivers of compliance with the Code will only be given where appropriate. Any waivers for senior officers and directors must be approved in advance by the board of directors, and will be promptly disclosed if required by law or stock exchange regulation.
15. ANNUAL CERTIFICATION
You will be required to certify on an annual basis that you have read this Code and are in compliance with it. The annual certification form attached to this Code as Exhibit B will be distributed annually to all persons subject to this Code.

EXHIBIT A
WHISTLEBLOWER POLICY
Adopted on November 27, 2012

Purpose
The purpose of this Whistleblower Policy (the “ Policy”) is to establish procedures for the receipt, retention and treatment of complaints received by Highland Copper Company Inc. (the “ Company”) regarding accounting matters, internal controls, auditing matters or fraud and (b) the submission on a confidential and anonymous basis of concerns regarding questionable accounting and auditing matters.
This Policy protects any employee, officer, director or consultant who in good faith submits any complaint to the chair of the audit committee of the board of directors of the Company (the “ Chair”), regarding financial statements disclosures, accounting matters, internal controls, auditing matters or fraud in accordance with the procedures set out below.
Complaint Procedure
The Company’s code of business conduct and ethics provides that employees may report any concerns or complaints regarding accounting, internal accounting controls or audit related matters to the Chair.
Such concerns or complaints may be communicated anonymously if desired. If an alleged concern or complaint is reported anonymously, enough information about the incident or situation must be provided by the complainant to allow the Chair to investigate properly. All such concerns shall be set forth in writing and forwarded in a sealed envelope to the attention of the Chair at the following address:
Chair of the audit committee of Highland Copper Company Inc.
1111 St-Charles Street West, West Tower, Suite 101
Longueuil, QC J4K 5G4
(marked “ Confidential” and/or “ To be opened by the chair of the audit committee only”)
All envelopes so addressed will be forwarded promptly and unopened to the Chair.
Following the receipt of any complaints submitted hereunder, the Chair shall promptly investigate each matter so reported. The Chair may enlist employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal controls, auditing matters, fraud or other violations of the Company’s code of business conduct and ethics. In conducting any investigation, the Chair shall use reasonable efforts to protect the confidentiality and anonymity of the complainant. If appropriate, the Chair may take corrective and disciplinary actions, which may include, alone or in combination, a warning or letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension without pay or termination of employment. It is the obligation of all employees or directors to cooperate in such investigations. The Chair shall retain dossiers of all such complaints or
concerns and their resolution as a part of the records of the audit committee for a period of no less than seven (7) years.
No Retaliation
A submission under this Policy may be made by a director, officer, employee or consultant of the Company without fear of dismissal, disciplinary action or retaliation of any kind. The Company will not discharge, discipline, demote, suspend, threaten or in any manner discriminate against any person who reports in good faith a whistleblower issue or provides assistance to the Chair, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating a whistleblower issue.
Acting in Good Faith
In the event that the investigation reveals that the complaint was frivolously made or undertaken for improper motives or made in bad faith or without a reasonable and probable basis, that complainant’s supervisor may take whatever disciplinary action may be appropriate in the circumstances.




Whistleblower Policy


WHISTLEBLOWER POLICY
Adopted on November 27, 2012

Purpose
The purpose of this Whistleblower Policy (the “ Policy”) is to establish procedures for the receipt, retention and treatment of complaints received by Highland Copper Company Inc. (the “ Company”) regarding accounting matters, internal controls, auditing matters or fraud and (b) the submission on a confidential and anonymous basis of concerns regarding questionable accounting and auditing matters.
This Policy protects any employee, officer, director or consultant who in good faith submits any complaint to the chair of the audit committee of the board of directors of the Company (the “ Chair”), regarding financial statements disclosures, accounting matters, internal controls, auditing matters or fraud in accordance with the procedures set out below.
Complaint Procedure
The Company’s code of business conduct and ethics provides that employees may report any concerns or complaints regarding accounting, internal accounting controls or audit related matters to the Chair.
Such concerns or complaints may be communicated anonymously if desired. If an alleged concern or complaint is reported anonymously, enough information about the incident or situation must be provided by the complainant to allow the Chair to investigate properly. All such concerns shall be set forth in writing and forwarded in a sealed envelope to the attention of the Chair at the following address:
Chair of the audit committee of Highland Copper Company Inc.
1111 St-Charles Street West, West Tower, Suite 101
Longueuil, QC J4K 5G4
(marked “ Confidential” and/or “ To be opened by the chair of the audit committee only”)
All envelopes so addressed will be forwarded promptly and unopened to the Chair.
Following the receipt of any complaints submitted hereunder, the Chair shall promptly investigate each matter so reported. The Chair may enlist employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal controls, auditing matters, fraud or other violations of the Company’s code of business conduct and ethics. In conducting any investigation, the Chair shall use reasonable efforts to protect the confidentiality and anonymity of the complainant. If appropriate, the Chair may take corrective and disciplinary actions, which may include, alone or in combination, a warning or letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension without pay or termination of employment. It is the obligation of all employees or directors to cooperate in such investigations. The Chair shall retain dossiers of all such complaints or concerns and their resolution as a part of the records of the audit committee for a period of no less than seven (7) years.
No Retaliation
A submission under this Policy may be made by a director, officer, employee or consultant of the Company without fear of dismissal, disciplinary action or retaliation of any kind. The Company will not discharge, discipline, demote, suspend, threaten or in any manner discriminate against any person who reports in good faith a whistleblower issue or provides assistance to the Chair, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating a whistleblower issue.
Acting in Good Faith
In the event that the investigation reveals that the complaint was frivolously made or undertaken for improper motives or made in bad faith or without a reasonable and probable basis, that complainant’s supervisor may take whatever disciplinary action may be appropriate in the circumstances.