Viking Mines : Securities Trading Policy

For personal use only

ASX ANNOUNCEMENT

25 November 2021

SECURITIES TRADING POLICY

In accordance with ASX Listing Rule 12.10, Viking Mines Limited (ASX: VKA) ("Viking" or "the Company") provides a copy of its replacement Securities Trading Policy.

END

This announcement has been authorised for release by the Board of the Company.

Julian Woodcock

Managing Director and CEO

Viking Mines Limited

For further information, please contact:

Viking Mines Limited

Sarah Wilson - Company Secretary 08 6245 0870

ASX:VKA

vikingmines.com

15-17 Old Aberdeen Place	P [phone]	[e-mail]
West Perth, WA, 6005	F [phone]	1

Trading Policy

Approved by the Board with effect 23 November 2021

For personal use only

1. Introduction

1. Purpose
   This document sets out Viking Mines Limited's (Company) policy regarding its directors, officers, employees, consultants and contractors (irrespective of location) who Deal or may Deal in Company Securities and should be read in its entirety.
   The purpose of this Policy is to:
2. 1. provide a summary of the law on insider trading in Australia;
   2. outline the prohibitions on dealing in Company Securities to prevent the misuse of unpublished information which could materially affect the value of such securities;
   3. ensure that the reputation of the Company, its directors, officers, employees, consultants and contractors is not adversely impacted by perceptions of dealing in securities at inappropriate times; and
   4. achieve high standards of corporate conduct and support market confidence in the integrity of Dealing in Company Securities.
3. Source of legal obligations
   The sources of legal obligations underpinning this Policy include:
4. 1. the Corporations Act 2001 (Cth) (Corporations Act), which, among other things, prohibits insider trading by anyone (regardless of geographical location); and
   2. the ASX Listing Rules, ASX Guidance Note 27 (Trading Policies) and ASX Corporate Governance Principles and Recommendations, which set out requirements for responsible trading in listed company shares.

2. Insider trading prohibition - the law

It is an offence under the Corporations Act to Deal using Inside Information, or communicate Inside Information to others who will, or are likely to, Deal on the Inside Information.

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3. Dealing in Company securities

1. When a Designated Person MAY Deal
   A Designated Person may Deal in Company Securities unless restricted from doing so under clause 3.2 (When a Designated Person May Not Deal).
2. When a Designated Person MAY NOT Deal
3. 1. Subject to clause 4 (Exceptions), a Designated Person may not Deal in Company Securities during the following designated Black-out Periods:
   2. 1. the period two weeks prior to, and 24 hours after the release of the Company's quarterly results;
      2. the period two weeks prior to, and 24 hours after the release of the Company's half-year results;
      3. the period two weeks prior to, and 24 hours after the release of the Company's full-year results;
      4. any other period determined by the Chair in consultation with the Company Secretary to be a Black-out Period from time to time.
   3. In addition to the restrictions in clause 3.2(a), a Designated Person may not Deal in Company Securities at any time if he or she has:
   4. 1. information that he or she knows, or ought reasonably to know, is Inside Information; or
      2. not complied with clause 5 (Notice of Dealing in Company Securities).
4. When employees, consultants or contractors (other than a Designated Person) MAY Deal
   An employee, consultant or contractor (who is not a Designated Person) may, at any time, Deal in Company Securities if he or she does not have information that he or she knows, or ought reasonably to know, is Inside Information.
5. When employees, consultants or contractors (other than a Designated Person) MAY NOT Deal
   An employee, consultant or contractor (who is not a Designated Person) who has information that he or she knows, or ought reasonably to know, is Inside Information may not:
6. 1. Deal in Company Securities;
   2. advise, procure or encourage another person to deal in Company Securities; or

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1. pass on information to any person if they know, or ought reasonably to know, that the person may use the information to Deal in (or procure another person to Deal in) Company Securities.

4. Exceptions

4.1 Permitted dealings

Subject to not being in the possession of Inside Information, a Designated Person may at any time:

1. transfer Company Securities already held into a superannuation fund or other saving scheme in which the Designated Person is a beneficiary;
2. invest in, or trade in units of, a fund or other scheme (other than a scheme only investing in Company Securities) where the assets of the fund or scheme are invested at the discretion of a third party;
3. undertake to accept, or accept, a takeover offer;
4. participate in an offer or invitation made to all or most security holders, including a rights issue, equal access buy-back, security purchase plan or dividend or distribution reinvestment plan, where the timing and structure of the offer or invitation has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
5. exercise (but not Deal with the securities following exercise) an option or right under an employee incentive scheme where the final date for the exercise of the option or right falls during a Black-out Period or the Company has had a number of consecutive Black-out Periods and the Designated Person could not reasonably have been expected to exercise it at a time when free to do so;
6. acquire (but not Deal with the securities following acquisition) Company shares by conversion of financial instruments giving rights to conversion to shares (eg. options or convertible securities) where the final date for the conversion of the security falls during a Black-out Period or the Company has had a number of consecutive Black-out Periods and the Designated Person could not reasonably have been expected to exercise it at a time when free to do so;
7. acquire Company securities under a bonus issue made to all holders of securities of the same class;
8. acquire Company securities under a dividend reinvestment, or top-up plan that is available to all holders of securities of the same class;

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1. acquire, or agree to acquire or exercise options under a Company employee share plan;
2. withdraw ordinary shares in the Company held on behalf of the Designated Person in an employee share plan where the withdrawal is permitted by the rules of that plan;
3. acquire ordinary shares in the Company as a result of the exercise of options held under an employee share scheme; or
4. where the Designated Person is a trustee, trade in the securities of the Company by that trust, provided the Designated Person is not a beneficiary of the trust and any decision to trade during a Black-out Period is taken by the other trustees or by the investment managers independently of the Designated Person.

4.2 Approval to dispose or transfer Company Securities in exceptional circumstances

1. In exceptional circumstances a Designated Person may seek written approval from the Chair (Approval Officer) to dispose of or transfer (but not acquire or otherwise Deal with) Company Securities during a Black-out Period (Disposal Consent).
2. The Approval Officer will act with caution in determining whether there are exceptional circumstances, which may include, but will not be limited to, where:
3. 1. the Designated Person is in severe financial hardship and a pressing financial commitment cannot be satisfied otherwise than by disposing of Company Securities; or
   2. the Designated Person is required by a court order, or there are court enforceability undertakings, to transfer or dispose of Company Securities or there is some other overriding legal regulatory requirement for them to do so.
4. A Designated Person seeking Disposal Consent based on clause 4.2(b)(i) must provide the Approval Officer with:
5. 1. a written application stating all of the facts; and
   2. copies of relevant supporting documentation, including contact details of the Designated Person's accountant, bank and other such independent institutions (where applicable).
6. A Designated Person seeking Disposal Consent based on clause 4.2(b)(ii) must provide the Approval Officer with a written application accompanied by relevant court and/or supporting legal documentation (where applicable).
7. The Approval Officer may grant Disposal Consent to a Designated Person:

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