FREQUENTELY ASKED QUESTIONS

CHARTER OF THE BOARD OF DIRECTORS


Mandate
The Board of Directors (the “ Board”) of Reunion Gold Corporation (the “ Company”) is elected by its shareholders to oversee the management of the business and affairs of the Company with the goal of enhancing the long-term value of the Company and its shareholders. In discharging its duties and responsibilities, the Board is committed to apply the highest standards of integrity and ethics. The Board will also consider the legitimate interests that other stakeholders, such as employees and communities, may have in the Company. The Board will establish policies and procedures by which the business and affairs of the Company are managed, and which sets out the standard of conduct of the Company and its wholly-owned subsidiaries.
The Board shall discharge its responsibilities directly or through its committees. In performing its duties and responsibilities, the Board shall be guided by applicable corporate laws and regulatory requirements.
Duties and Responsibilities
1. The Board is responsible for the stewardship and future well-being of the Company and its principal duties and responsibilities include, but are not limited to, the following:
a) review and approve the Company’s strategic plans and long-term goals and monitor performance against those plans and goals;
b) consider business opportunities and risks and implement appropriate systems to manage the risks;
c) approve material transactions, operating plans and budgets, financings, issuances of share capital and other securities and all other matters required by applicable laws and regulations to be approved by the Board;
d) appoint the chief executive officer (the “ CEO”) of the Company and, upon advice of the CEO, approve the appointment of all senior management of the Company;
e) put in place adequate plans for senior management succession;
f) approve compensation of senior management and evaluate and monitor their performance;
g) oversee management’s adoption of effective internal control over financial reporting of the Company;
h) review and approve annual and quarterly financial statements and the publication thereof by management;
i) develop the Company’s approach to corporate governance;
j) adopt a code of business conduct and ethics and monitor compliance with the code;
k) oversee management in its implementation of effective programs to provide a safe work environment, to employ sound environmental practices, and to operate in accordance with applicable laws, regulations and permits;
l) oversee management in its implementation of an effective communications policy with regard to investors, employees, the communities in which it operates and the governments of those communities;
m) develop an investor relations and shareholder communications policy for the Company;
n) adopt and review annually Board and committees’ charters, mandate and positions description;
o) conduct an annual evaluation of the size, composition and effectiveness of the Board and its committees, and on a regular basis conduct a self-evaluation of the contribution of individual directors, the chair of the Board, chairs of committees, and the lead director; and
p) perform any other function as prescribed by law or as not delegated by the Board to one of the committees of the Board or to management personnel.
Board Size and Composition
2. The Board shall appoint a chairperson (the " Chair"). At any time when the Chair is not independent, the independent directors will select an independent director (the " Lead Director") to perform certain duties on behalf of the Board. This person will chair regular meetings of the independent directors and assume other responsibilities which the independent directors as a whole have designated.
3. Nominees for directors are initially considered and recommended by the Governance Committee in conjunction with the Chair or Lead Director, approved by the entire Board and elected annually by the shareholders. The Board is committed to reviewing its size periodically to provide an appropriate mix of backgrounds and skills for the stewardship of the Company.
4. A majority of directors comprising the Board must qualify as independent directors within the meaning of all applicable legal and regulatory requirements. At its meeting to approve the Information Circular for the Annual General Meeting of the shareholders of the Company, the Board shall consider and determine whether each director or director nominee is independent. Any director who is deemed independent and whose circumstances change, such that he or she might be considered to no longer to be an independent director, shall promptly advise the Board of the change in circumstances.
5. The composition and organization of the Board, including the number, qualifications and remuneration of directors, the number of Board meetings, Canadian residency requirements, quorum requirements, meeting procedures and notices of meetings shall comply with applicable requirements of the Canada Business Corporations Act, applicable securities laws and regulations and the articles and by-laws of the Company, subject to any exemptions or relief that may be granted from such requirements from time to time.
Board Meetings
6. The Board shall meet regularly, but not less than four times per year, usually every quarter. Additional meetings may be called as circumstances require. Any director may request a meeting.
7. The Board shall conduct meetings of the Board in accordance with the Company's articles and by-laws.
8. Minutes of Board meetings shall be recorded and maintained by the Corporate Secretary, or any other person acting in such capacity, and subsequently presented to the Board for approval.
9. The directors of the Board shall hold an in camera (management excluded) meeting in conjunction with every regular Board and committees’ meetings.
10. The Board considers there to be value in having certain management members attend Board and committee meetings to provide information and presentations regarding the business of the Company and to assist the directors in their deliberations. Attendance by management will be determined by the CEO and, where appropriate, the Chair or Lead Director.
11. Directors will maintain the absolute confidentiality of Board deliberations and decisions and information received at meetings, except as may be specified by the Chair or Lead Director, if the information is publicly disclosed by the Company, or as required by applicable law. The views or opinions of individual directors or managers shall be treated with an appropriate level of respect and confidence.
Committees
12. Subject to applicable law, the Board shall establish, if needed, Board committees. The Board expressly assume responsibility, or delegates the authority and responsibility to deal with certain specified matters to its standing committees including, but not limited to the Audit Committee, Governance Committee, Compensation Committee, and the Safety, Environment & Social Responsibility Committee.
13. Each committee shall operate according to a Board approved written mandate/charter outlining its duties and responsibilities.
14. Committees of the Board shall analyze policies and strategies developed by management that are consistent with their terms of reference. They examine proposals and, where appropriate, make recommendations to the Board. Committees shall not take action or make decisions on behalf of the Board unless specifically mandated to do so.
15. The Governance Committee, in conjunction with the Chair, is responsible to the Board for annually proposing the leadership and membership of each committee. In preparing its recommendations they will take into account the skills, experience and preferences of the individual directors.
Individual director responsibility
16. Each Director has the responsibility to:
a) act honestly and in good faith in the best interest of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
b) prepare for each Board and committee meeting by reading the reports, minutes and background materials provided for the meeting;
c) attend all meetings of the Board and all meetings of committees of the Board of which the Director is a member, in person or by telephone, video conference, or other communication facilities that permit all persons participating in the meeting to communicate with each other; and
d) disclose all actual or potential conflicts of interest and generally abstain from voting on matters in which the director has an interest and recuse her or himself from any discussion or decision on any matter in which she or he is precluded from voting as a result of a conflict or which otherwise affects her or his personal, business or professional interests.
Risk Management
17. The Board should have a continuing understanding of the principal risks associated with the business and it is the responsibility of management to ensure the Board and its committees are kept well informed of changing risks.
Resources and Authority
18. The Board has the authority to:
a) engage, at the expense of the Company, independent counsel and other experts or advisors as it determines necessary to fulfill its duties and responsibilities;
b) approve and pay the compensation for any independent counsel and other experts and advisors retained by the Board; and
c) conduct any investigation appropriate to its responsibilities, and request any officer of the Company, or any other advisors for the Company, to attend a meeting of the Board or to meet with any members of the Board. *****




CHARTER OF THE AUDIT COMMITTEE


This charter shall govern the activities of the audit committee (the “ Committee”) of the board of directors (the “ Board”) of Reunion Gold Corporation (the “ Company”). Mandate The main purpose of the Committee is to provide assistance to the Board in fulfilling its stewardship responsibility for the Company with respect to the quality and the integrity of the Company’s financial reporting practices, the qualifications and independence of the independent auditors of the Company (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 Company, the Independent Auditors and the financial management of the Company. The function of the Committee is one of oversight. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. The Independent Auditors are responsible for auditing the Company’s annual financial statements. Composition and Procedures 1. The Committee must be composed of a minimum of three directors of the Company, all of whom are independent (as defined under applicable securities laws, instruments, rules and policies and applicable regulatory requirements). 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 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 four times a year, with the authority to convene additional meetings as circumstances require. A majority of the members of the Committee shall constitute a quorum. The Committee may also act by unanimous written consent of each of its members. ​​ 6. At each regular meeting, the Committee shall hold an in camera session 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 to act as the secretary at any meeting. ​​ 8. The Committee may invite such officers, directors and employees of the Company and such other advisors and persons as it may see fit, from time to time, to attend at meetings of the Committee. ​​ 9. 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 10. The Committee is responsible for: a) reviewing and reporting to the Board on the quarterly and annual financial statements, notes and management's discussion and analysis (“ MD&A”); b) satisfying itself that the audit function has been effectively carried out; c) discussing and meeting with, when it deems appropriate to do so and no less frequently than annually, the Independent Auditors, the Chief Financial Officer and any Management it wishes to, to review accounting principles, practices, judgments of Management, internal controls and such other matters as the Committee deems appropriate; d) 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 e) oversight of the Company’s compliance and reporting process under the Extractive Sector Transparency Measures Act. Public Disclosure 11. 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 Company publicly discloses this information; and b) satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and periodically assess the adequacy of these procedures. Risk Management 12. The Committee shall inquire of Management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Company may be subject, and assess the steps Management has taken to minimize such risks. The Committee shall annually review the directors’ and officers’ third- party liability insurance of the Company. Independent Auditors 13. 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. 14. The Committee shall be responsible for resolving disagreements between Management and the Independent Auditors regarding financial reporting and monitor and assess the relationship between Management and the Independent Auditors and monitor the independence and objectivity of the Independent Auditors. ​​ 15. The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors. ​​ 16. The Committee shall review the Independent Auditor’s audit plan, including scope, procedures and timing of the audit. ​​ 17. The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit. ​​ 18. The Independent Auditors are responsible for planning and carrying out an audit of the Company's annual financial statements in accordance with generally accepted auditing standards to provide reasonable assurance that such financial statements are in accordance with International Financial Reporting Standards ("IFRS"). 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 Company and the Independent Auditors. ​​ 19. The Committee shall review fees paid by the Company to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis. ​​ 20. The Committee shall monitor the external auditor’s qualifications and independence and the rotation of partners on the audit engagement team of external auditor in accordance with applicable rules. Other Responsibilities 21. The Committee shall review all proposed related party transactions that are not dealt with by a special committee of independent directors pursuant to applicable securities laws. ​​ 22. The Committee shall establish procedures for: ​​ a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and ​​ b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or control related matters. ​​ 23. The Committee shall review accounting and financial human resources succession planning within the Company. ​​ 24. The Committee and its members shall review their own performance and assess the adequacy of this charter at least annually and submit any proposed revisions to the Board for approval. ​​ 25. 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 26. 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) approve 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 Company; ​​ d) conduct any investigation appropriate to its responsibilities, and request the Independent Auditors as well as 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; and ​​ e) have unrestricted access to the books and records of the Company.
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CHARTER OF THE COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE


This charter shall govern the activities of the Compensation, Nomination and Governance Committee (the “CN&G Committee”) of the board of directors (the “Board”) of Reunion Gold Corporation (the “Company”).

Mandate

1. The CN&G Committee shall assist the Board in fulfilling its oversight duties and responsibilities with respect to: the Company’s policies, programs and procedures for compensating its senior management and directors; the identification of qualified individuals to serve as directors of the Company and on committees of the Board; developing governance and ethics guidelines applicable to the Company; and overseeing the evaluation of the Board and senior management. Composition 2. The CN&G Committee shall be comprised of three or more directors of the Company, all of whom are independent (as defined under applicable securities laws, instruments, rules and policies and applicable regulatory requirements) and free from any relationship that would interfere with the exercise of the director’s independent judgment. 3. The members of the CN&G 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 CN&G Committee or, if it fails to do so, the members of the CN&G Committee shall appoint the chair among its members. Meetings 5. The CN&G Committee shall meet at least twice a year, with the authority to convene additional meetings as circumstances require. A majority of the members of the CN&G Committee shall constitute a quorum. The CN&G Committee may also act by unanimous written consent of each of its members. 6. At each meeting, the CN&G Committee shall hold an in camera session without management present. 7. The CN&G Committee shall keep minutes of its meetings which shall be available for review by the Board. The CN&G Committee may appoint any person to act as the secretary at any meeting. 8. The CN&G Committee shall report its determinations to the Board at the next scheduled meeting of the Board, or earlier if the CN&G Committee deems necessary. Responsibilities – Compensation Related Matters 9. The duties and responsibilities of the CN&G Committee regarding compensation matters shall be as follows: a) to periodically review and make recommendations to the Board with respect to the Company’s overall compensation and benefits philosophies and employees’ programs, including base salaries, bonus and incentive plans, deferred compensation and retirement plans, equity-based plans, other benefits and perquisites, and employment and change of control agreements; b) to annually review and make recommendations to the Board with respect to the compensation of senior management including base salaries, bonuses and other performance incentives and equity-based grants and other benefits and perquisites considering the risks and responsibilities of such positions, the size and nature of the Company's business and compensation paid by companies of similar size and engaged in similar businesses; c) to review corporate goals and objectives and evaluate the performance of the senior management generally and in light of annual corporate goals and objectives under any incentive compensation plan, and make compensation recommendations accordingly; d) to oversee the administration of equity-based compensation plans adopted by the Company, and to review and make recommendations to the Board with respect to stock option and other equity-based awards; e) to review and recommend to the Board the compensation of non-executive directors of the Company, including annual Board and committee retainers, meeting fees, equity-based grants and other benefits conferred upon the Board;

f) to review and report to the Board on potential risks arising from the Company’s compensation policies and practices; and

g) to review the compensation sections of the management information circular and all other executive compensation disclosure before it is publicly disclosed.

Responsibilities – Governance and Nomination Related Matters

10. The duties and responsibilities of the CN&G Committee regarding governance and nomination matters shall be as follows:

a) to oversee the Company’s approach to corporate governance practices;

b) to annually assess the quality of the Company’s governance policies and make recommendations for any changes to those policies;

c) to review the report on corporate governance included in the management information circular and other governance related disclosure documents, and otherwise review all corporate governance disclosure before it is publicly disclosed;

d) to satisfy itself as to the integrity of the executive chairman, chief executive officer and other senior officers and that such officers and the Board create a culture of integrity throughout the organization;

e) to establish an appropriate orientation for new directors and an education program for Board members;

f) to annually review the size, composition and qualifications of the Board, committees of the Board, including assessment and determination of desired qualification, skills and expertise, and ensuring that an appropriate number of non-executive directors sit on the Board and its committees;

g) to annually evaluate the effectiveness of the Board as a whole, the committees of the Board (including the CN&G Committee) and the contribution of the Company’s executive chair, the lead director, chairs of the committees of the Board and individual directors;

h) to annually assess the Board’s membership needs and recommend to the Board the nominees to fill vacancies on the Board or to be proposed by the Board as candidates for election as directors at the annual meeting of shareholders of the Company;

i) to annually review this Charter and charters of other committees of the Board and making recommendations for any changes to the Board; and

j) to exercise such other powers and perform such other duties and responsibilities as may from time to time be delegated to the CN&G Committee by the Board.

Resources and Authority 11. The CN&G 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 fulfill its duties and responsibilities; b) approve and pay the compensation for any independent counsel and other experts and advisors retained by the CN&G Committee; and c) conduct any investigation appropriate to its responsibilities, and request any officer of the Company, or any other advisors for the Company, to attend a meeting of the CN&G Committee or to meet with any members of the CN&G Committee. Oversight Function 12. While the CN&G Committee has responsibilities set out in this Charter, the members of the CN&G Committee are members of the Board appointed to provide broad oversight of the Company’s affairs and are specifically not accountable or responsible for the day-to-day activities, nor the administration or implementation or arrangements relating thereto. *****




CHARTER OF THE SAFETY, ENVIRONMENT AND SOCIAL RESPONSIBILITY COMMITTEE


This charter shall govern the activities of the safety, environment and social responsibility committee (the “ Committee”) of the board of directors (the “ Board”) of Reunion Gold Corporation (the “ Company”). Mandate

The mandate of the Committee is to assist the Board in fulfilling its responsibilities to provide global oversight of the implementation and effectiveness of the health, safety, environmental and corporate social responsibility policies, programs, and management procedures of the Company and its subsidiaries health, safety, environmental and corporate social responsibility performance.

Composition
1. The Committee will consist of at least three directors, the majority of whom shall be independent. All Committee members should have a general familiarity with safety, environmental and/or social responsibility matters. 2. 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. 3. The Board shall designate one member to act as chair of the Committee or, if it fails to do so, the members of the Committee shall appoint the chair among its members.

Meetings 4. The Committee shall meet each quarter, with the authority to convene additional meetings as circumstances require. A majority of the members of the Committee shall constitute a quorum. The Committee may also act by unanimous written consent of each of its members. ​​ 5. At each meeting, the Committee shall hold an in camera session without management present. ​​ 6. The Committee shall keep minutes of its meetings which shall be available for review by the Board. The Committee may appoint any person to act as the secretary at any meeting. ​​ 7. 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
8. The duties and responsibilities of the Committee shall be as follows: a) to regularly review the appropriateness and effectiveness of the Company’s health, safety, environment and corporate social responsibility policies and programs, and associated processes and procedures, and make recommendations to management ​ b) to oversee the implementation of health, safety, environment and corporate social responsibility policies in line with the principles, guidelines and goals set out by the Company; ​​ c) to review reports on health, safety, environment and corporate social responsibility performance prepared by management; ​​ d) to review health, safety, environmental and corporate social responsibility compliance issues and incidents to determine, on behalf of the Board, whether the Company is taking all appropriate actions in respect of those matters and has been duly diligent in carrying out its responsibilities and activities in that regard; ​​ e) to review results of operational health, safety, environmental and corporate social responsibility audits and management’s activities; f) to review the principal areas of health, safety, environmental and corporate social responsibility risks and impacts identified by management and the adequacy of the resources allocated to address these; g) to review the scope of potential environmental liabilities and the adequacy of environmental management systems to manage those liabilities; h) to investigate, or cause to be investigated, any extraordinary negative health, safety, environment or corporate social responsibility performance and make recommendations to the Board where appropriate; i) to oversee management's reporting and disclosure with respect to health, safety, environmental and corporate social responsibility matters made in compliance with applicable laws and regulations; j) to make periodic visits, as individual members or as a Committee, to mineral properties of the Company to become familiar with the nature of the operations; k) to exercise such other powers and perform such other duties and responsibilities as may from time to time be delegated to the Committee by the Board. 9. The Committee and its members shall review their own performance and assess the adequacy of this charter at least annually and submit any proposed revisions to the Board for approval.
Resources and authority
10. 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 fulfill its duties and responsibilities; b) approve 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 any other advisors for the Company, to attend a meeting of the Committee or to meet with any members of the Committee. Oversight Function 11. While the Committee has responsibilities set out in this charter, the members of the Committee are members of the Board appointed to provide broad oversight of the Company’s affairs and are specifically not accountable or responsible for the day-to- day activities, nor the administration or implementation or arrangements relating thereto. *****




CODE OF BUSINESS CONDUCT AND ETHICS


INTRODUCTION
This Code of Business Conduct and Ethics (the " Code") embodies the commitment of Reunion Gold Corporation (“ Reunion”) and all its wholly-owned subsidiaries (the “ Subsidiaries”) to conduct their business in accordance with all applicable laws, rules and regulations and the highest ethical standards.
All directors, officers, employees and contractors engaged by Reunion or the Subsidiaries (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 Reunion (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 act 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 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 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, available on the Company’s website. 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 civil liability.
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 that might 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, receiptof 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, ENVIRONMENTAL AND SUSTAINABILITY RESPONSIBILITIES
The Company is committed to protect the health and safety of its directors, employees and contractors, and to conduct its business in a manner that promotes initiatives to enhance sustainability and improve environment performance.
You are expected to be alert to environmental issues and have a responsibility to work safely and in an environmentally responsible manner.
The Company has adopted a Health, Safety and Sustainability Policy to document its goals in this matter. All directors, employees and contractors must be aware of the Company’s policy. If you encounter an environmental or health issue or have a concern about workplace safety, you should contact your supervisor or notify management immediately.
13. USE OF DRUGS AND ALCOHOL
The Company is committed to maintaining a safe and healthy work environment free of substance abuse. Therefore, you are prohibited to report to work under the influence of alcohol, cannabis, illegal drugs or any other substance that could prevent you from conducting your work safely and effectively. Any violation can result in disciplinary action, including dismissal.
You are expected to discuss with your manager or supervisor the use of any over-the-counter or prescription drugs you are taking or plan to take that have the potential to impair your ability to perform your work safely or create a risk to yourself and your co-workers. You are also expected to report any use (or suspected use) of alcohol or drugs by other employees or contractors while at work. Employees with problems related to alcohol or drug use are encouraged to seek assistance from their supervisor or manager. An officer of the Company may exceptionally authorize the reasonable consumption of alcohol beverages as part of a social gathering on the Company premises.
14. COMPLIANCE AND REPORTING
The Company will provide this Code to all current directors, officers, employees and key contractors upon adoption, and to all future directors, officers, employees and key contractors 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, 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.
15. 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.
16. 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 A will be distributed annually to all persons subject to this Code. (Approved on August 16, 2018)




HEALTH, SAFETY & SUSTAINABILITY POLICY


Reunion Gold Corporation (“Reunion” or the “Company”) exploration operations are in Guyana and French Guiana, in remote areas of the rain forest of Northern South America. Reunion recognizes the challenges that this implies for the health and safety for its workforce and for the impact its operations may have on the environment and local communities. Reunion is committed to sustainable development and recognizes that long-term success is linked to our ability to operate in a socially and environmentally responsible manner. Reunion is committed to the protection of its entire workforce from injury and workplace related illness. Reunion will integrate continuous improvement in environmental and social performance and safe working practices into all their activities to preserve the health, safety and well-being of its workforce, local communities and the environment.
Health and Safety
Reunion is committed to provide a safe and healthy workplace for all its people. The health and safety of Reunion’s employees, contractors and affected communities are essential to the long-term success of the Company. Reunion expects a strong commitment to health and safety from all employees and contractors, and every reasonable effort is made to implement best practice health and safety policies and procedures. To achieve this Reunion commits to:

  • Make zero injury safety culture a primary goal in all our places of work
  • ​​Train and continually motivate our people to work in a safe and responsible manner, in line with company policies and procedures
  • Hold all our people and contractors accountable for unsafe working practices by making safe working practices a condition of employment and contracting
  • Ensure that all workers and contractors wear and use appropriate personal protective equipment at all times
  • Continuously review and improve our health and safety record
  • ​​Assign employee responsibility and develop accountability mechanisms for health and safety performance within the Company, and motivate them to identify, assess and report on potential hazards to minimize and manage risks in the workplace
  • Thoroughly investigate accidents, incidents and near misses and implement procedures and policies in a timely fashion to prevent re-occurrence
  • Prepare for and maintain capabilities to respond to emergencies
  • ​​Comply with legislation and regulations, and relevant industry standards

Sustainability
Reunion believes a commitment to sustainability from all its employees and contractors is fundamental to the long-term success of its business. Reunion is committed to minimizing impacts on, and conserving the quality of, the natural environment in the areas in which it operates. To fulfill this responsibility, Reunion strives to:
  • Be vigilant in protecting the environment and seek ways to minimize environmental impacts in line with the mitigation hierarchy (avoid, minimize, mitigate, offset)
  • ​​Proactively identify and manage environmental risks
  • ​Promote responsibility and accountability of managers, employees and contractors to protect the environment and local biodiversity through the development of internal management systems, and through the development of long term plans for reclamation and restoration
  • ​​Make environmental performance an essential part of the management/contractor review and contracting process
  • ​​Establish and maintain appropriate emergency response plans for all activities and facilities
  • ​​Maintain a self-monitoring program at each project to monitor compliance and to proactively address plans to correct potential deficiencies
  • ​​Thoroughly investigate environmental accidents and incidents and implement procedures and policies in a timely fashion to prevent re-occurrence
  • ​​Comply with or exceed applicable environmental regulatory requirements
  • ​​Observe reasonable best practices and adopt technologies that minimize impacts on the environment
Reunion is committed to making a positive impact in our locally affected communities. Reunion will strive to:
  • ​Understand the local social, cultural, economic, political and institutional context in which it works
  • ​​Conduct its business and operations in accordance with high ethical standards, transparency and fair dealing
  • ​​Maintain open communications and cooperative working relationships with government, local communities and other stakeholders in the area where it operates, in a manner which is consistent, honest and transparent
  • ​​Consistently respect human rights and the rights of indigenous peoples, local cultures and cultural heritage
  • ​​Create locally adapted engagement and impact management plans
  • ​​Challenge and encourage all employees and contractors to demonstrate leadership and commitment towards continual improvement in environmental protection, pollution prevention and community engagement
  • ​​Encourage all employees, contractors and stakeholders to report to management any known or suspected departures from this policy
​​ *****




CORPORATE DISCLOSURE POLICY


1. PURPOSE OF THIS POLICY
The purpose of this corporate disclosure policy (the “ Policy”) is to summarize Reunion Gold Corporation (“ Reunion”) corporate disclosure and communication practices and to provide guidance to the directors and officers and certain employees and consultants of Reunion and its subsidiaries (together with Reunion, the “ Company”) who may, from time to time, possess confidential information. The objectives are (i) for the Company to make timely, informative and accurate disclosure of material information, (ii) prevent disclosure of such material information being made on a selective basis and (iii) provide guidance to the Company’s directors, officers and employees to preserve the confidentiality of undisclosed material information. Any questions regarding this Policy should be addressed to a member of the Disclosure Committee.
2. APPLICATION OF THIS POLICY This Policy applies to all directors, officers, employees and certain consultants of the Company, as well as those persons authorized to speak on behalf of the Company. This Policy covers disclosure in documents filed with the securities regulators and written letters to shareholders, presentations by senior management, information contained on the Company’s website and other electronic communications. It also covers any oral communication with the public in general, including investors, brokers, analysts, interviews with the media as well as speeches, press conferences, conference calls and webcasts. A copy of this Policy will be distributed from time to time to all directors, officers, employees and certain consultants of the Company, as well as any other person authorized to speak on behalf of the Company to ensure they are all aware of this Policy. As well, this Policy will be made available on the Company’s website. All directors, officers, employees and certain consultants will be informed whenever significant changes are made to this Policy. New directors, officers, employees and certain consultants will be provided with a copy of this Policy and educated about its importance.
3. DISCLOSURE COMMITTEE
A disclosure committee (the " Disclosure Committee") oversees the Company’s disclosure practices, including monitoring the effectiveness of and compliance with this Policy. The Disclosure Committee consists of the Chief Executive Officer (“ CEO”), the Chief Financial Officer (“ CFO”), the Chief Operating Officer (“ COO”) and the Corporate Secretary. The Chair of the Disclosure Committee is the CEO. In carrying out its functions, the Disclosure Committee may meet by telephone, and it may act by majority decision. The Disclosure Committee is responsible for reviewing and authorizing all disclosure (including electronic, written and prepared oral disclosure) in advance of its public release, as well as for monitoring the Company’s website.
4. DESIGNATED SPOKESPERSONS
The primary spokespersons for the Company are the Executive Chairman, President and CEO, CFO, COO and Corporate Secretary (“ Designated Spokespersons”). Spokespersons may, from time to time, designate others to speak on behalf of the Company or to respond to specific inquiries. Employees who are not authorized spokespersons must not respond under any circumstances to inquiries from the public, shareholders, the investment community, the media or others if the inquiries pertain to a development or event that may be Material Information. All such inquiries should be referred to the Executive Chairman or CEO.
5. OBLIGATIONS TO DISCLOSE MATERIAL INFORMATION
The Company is subject to continuous disclosure and reporting obligations under Canadian securities laws and the TSX Venture Exchange (“ TSXV”) policies. These obligations require the Company to provide appropriate disclosure of material information, and to ensure that employees and others do not benefit from having and using undisclosed material information. “ Material Information” is any fact, event, circumstances or change in the activities, business or assets of the Company that is not known to the public and that results in, or would reasonably be expected to result in, a significant change in the market price or value of the securities of Reunion; it also means any information that would reasonably be expected to have a significant influence on any reasonable investor’s decision to buy, sell or hold securities of Reunion. All employees have the responsibility to inform senior management on a timely basis of events or developments that might constitute Material Information. As soon as senior management of the Company becomes aware of a potential development that may require the Company to disclose Material Information, they must inform a member of the Disclosure Committee. The Disclosure Committee (or a majority of its members) will then meet as promptly as practicable and determine if the development constitutes Material Information that must be disclosed. At all times, the Company shall act to disclose Material Information in accordance with all applicable securities laws, rules and regulations, and in accordance with this Policy. Unfavourable Material Information must be disclosed as promptly and completely as favourable Material Information.
6. TIMELY DISCLOSURE OF MATERIAL INFORMATION
The Company must disclose Material Information concerning its business and affairs forthwith upon the information becoming known to management, or upon it becoming apparent that the information is material. The Company shall immediately issue and file a news release disclosing the nature and substance of the Material Information. If Material Information constitutes a material change, a material change report must be filed within the prescribed period. Where the nature of the Material Information to be disclosed in a news release requires pre-filing under the policies of the TSXV, prior notice of the news release must be provided to Market Surveillance of Investment Industry Regulatory Organization of Canada (“ IIROC”) to seek approval of the news release, to watch for unusual trading and to determine if a halt in trading is required. All news releases announcing Material Information must be approved by the Disclosure Committee. News releases announcing Material Information must be disseminated through a news wire service approved by the TSXV that provides simultaneous national distribution to stock exchange members, relevant regulatory bodies and appropriate financial media.
7. EXCEPTION TO TIMELY DISCLOSURE REQUIREMENT
In restricted circumstances, securities legislation and TSXV policies allows Material Information to be kept confidential for a limited period of time if early disclosure would be unduly detrimental to the Company’s interests (for example, if release of the information would prejudice negotiations in a corporate transaction). In such a case, the Company shall immediately file a confidential material change report, and may otherwise keep news of the material change confidential until the Disclosure Committee determines that it is appropriate to disclose it publicly, or the Company is compelled to disclose it under applicable continuous disclosure obligations. If disclosure of Material Information is delayed, complete confidentiality must be maintained. That is, the Material Information should not be disclosed to anybody, inside the Company or outside, except those who have need to know in the necessary course of the Company’s business.
8. SELECTIVE DISCLOSURE
This Policy strictly prohibits selective disclosure of Material Information. It is the responsibility of the Company to ensure that undisclosed Material Information is disseminated in such a way that all members of the public have equal access to the information. Substantial security holders and analysts in particular must not receive preferential treatment in the matter of information disclosure. Unless otherwise directed by the Disclosure Committee, the Company will publicly disclose Material Information first before selectively disclosing it to any person, unless disclosing such information to the person prior to public dissemination is “in the necessary course of business.” Consultation with the Company’s legal counsel is recommended before making selective disclosure considered to be “in the necessary course of business.” If previously undisclosed Material Information has been inadvertently disclosed to an analyst or investor, or any other person not bound by an express confidentiality obligation, the person responsible for the disclosure, and any other employee, officer or director learning of it, must contact a member of the Disclosure Committee which will ensure that the information is broadly disclosed immediately via news release.
9. RESTRICTIONS ON TRADING
Securities laws prohibit any insider or anyone having a close or special relationship with the Company from purchasing or selling securities of the Company when any such person has knowledge of material non-public information about the Company’s activities, business, operations and assets. Securities laws also prohibit the communication of material non-public information to any person except on a need-to-know basis in the necessary course of business. For more detailed information, definitions, and procedures regarding insider trading, refer to the Company’s Insider Trading Policy.
10. TECHNICAL INFORMATION The Company shall disclose to the public the results of all exploration and development activity on the Company’s projects in accordance with applicable securities laws, TSXV requirements (including Policy 3.3— Timely Disclosure and Appendix F-Mining Standards Guidelines) and the applicable requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects, the Canadian Institute of Mining, Metallurgy and Petroleum Exploration Best Practices Guidelines and Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines.
11. PROVISION OF FORWARD-LOOKING INFORMATION
To help the investor community, the Company sometimes discloses forward-looking information. Where it does so, the Company shall ensure that prospective statements are clearly identified as forward looking and are accompanied by meaningful cautionary language identifying important factors that could cause actual results to differ materially from those projected in the statements.

12. CORRECTIONS

The Company shall immediately correct disclosure where it subsequently learns that the earlier disclosure contained a material error at the time it was given and the correction would constitute Material Information. The Disclosure Committee shall ensure that a news release is issued immediately to correct the error and that appropriate notifications are made to the TSXV so that a halt to trading may be instituted, if necessary.

13. WEBSITE AND PRESENTATIONS
The Company shall post on its website all supplemental information provided by the Company to analysts, institutional investors and other market professionals, including fact sheets, slides of investor presentations and other materials distributed at analyst or industry presentations. Any new documents or information items to be added to the Company’s website will be referred to the Disclosure Committee for review before being posted or made public. The Company shall ensure that the website is up-to-date and accurate.
14. CHAT ROOMS, BULLETIN BOARDS AND EMAILS
Company directors, officers and employees are prohibited from discussing corporate matters in Internet chat rooms or bulletin boards. Any director, officer or employee discovering discussion about the Company on the Internet shall report that fact to a member of the Disclosure Committee. When responding to emails received through the Company website, the person responding should be mindful of the risk of selective disclosure of Material Information, and if in doubt, refer the email correspondence to a member of the Disclosure Committee for appropriate response.
15. RUMOURS

The Company will not comment, affirmatively or negatively, on rumours, including those rumours disseminated on the Internet. The Company’s spokespersons will respond consistently to those rumours, saying “It is our policy not to comment on market rumours or speculation.” If a stock exchange or securities regulatory authority requests the Company to make a statement in response to a market rumour, the Disclosure Committee will consider the matter and decide whether to issue a press release. If the rumour is true in whole or in part, this may be evidence of a leak, and the Company will immediately issue a news release disclosing the relevant Material Information.

16. DEALING WITH REGULATORS

The CEO, CFO and Corporate Secretary will be responsible for receiving inquiries from the IIROC with respect to unusual trading activity or market rumours.

17. DEALING WITH THE INVESTMENT COMMUNITY

General

In communicating with investment analysts, security holders, potential investors and the media, the following practices must be avoided:

  • Announcing Material Information that has not been previously announced in a news release;
​​
  • Selective disclosure;
​​
  • Distribution of investment analyst reports; and
​​
  • Commenting on unreleased technical information or current period earnings estimates and financial assumptions other than those already publicly disclosed.

Conference Calls and Webcasts

The Company may hold investor conference calls with investment analysts and other interested parties as soon as practicable (usually within one business day) after the release of quarterly financial results or significant technical or other material news. Media are invited to listen to investor conference calls and investors are able to listen to media conference calls. Conference calls may also be held following announcements of Material Information and events. The Company will issue a news release containing all relevant Material Information prior to all conference calls.

Analyst Meetings The Company’s executives may meet with analysts and portfolio managers on an individual or small group basis, as required, and initiate or respond to analyst and investor calls in a timely manner. The executive attending such meetings shall keep detailed records and/or transcripts of all meetings, and ensure that selective disclosure Material Information does not occur and to allow follow-up cross-briefing with other Spokespersons to ensure that communication is consistent amongst all Spokespersons. All analysts that cover the Company shall receive fair and equitable treatment regardless of whether they are recommending buying or selling the Company’s securities. In general, conversations with analysts should be limited to explanations or clarifications of publicly disclosed Material Information or other non-material information or non-confidential information. The Company will keep a written log of these meetings, which will be maintained for at least five years and be included in the Company’s formal disclosure record. It is not required to capture the various non-material discussions held formally. If for any reason Material Information is selectively disclosed to analysts, investors or media in any forum, the Disclosure Committee should be notified immediately, and the Company will immediately disclose such Material Information in a news release, and take any other steps the Disclosure Committee deem appropriate.
Analyst Reports and Models
When reviewing analysts’ reports, comments of directors, officers, employees and consultants must be limited to identifying factual information that has been generally disclosed that may affect an analyst’s model and pointing out inaccuracies or omissions with respect to factual information that has been generally disclosed. Any comments must contain a disclaimer that the report was reviewed for factual accuracy only. No comfort or guidance shall be expressed on the analysts’ earnings models or earnings estimates and no attempt shall be made to influence an analyst’s opinion or conclusion. Analysts’ reports shall not be posted on or linked from the Company’s website. The Company shall not distribute analysts’ reports to any third parties. However, the Company will post, on its website, a complete listing of the analysts who have reports available for their retail clients (regardless of their recommendation) and their firm. The Company will not provide a link to their website or publications and will not post copies of analyst reports on its corporate website. The Company Spokespersons responding to inquiries by analysts regarding the Company’s rate of expenditures, cash forecasts, revenues and earnings, and other estimates will be limited to: company forecasts and guidance already publicly disclosed and the range and average of estimates made by other analysts. The Company must not guide analysts with respect to financial estimates. Should management determine that future results likely will be materially out of range of any previously issued guidance by the Company, the Company will disclose such information in a news release, and take any other steps the Disclosure Committee deems appropriate, including a conference call to explain the change.
Industry Conferences

The Company may participate in various industry conferences in Canada and elsewhere. In general, conversations with interested parties should be limited to discussions on or clarifications of publicly disclosed Material Information or other non-material information or non-confidential information. The Disclosure Committee should approve brochures or other material prior to dissemination to the public. If unintentional selective disclosure non public Material Information occurs, the Disclosure Committee should be notified immediately, and the Company will immediately disclose such Material Information in a news release, and/or take any other steps the Disclosure Committee deems appropriate.

18. POLICY REVIEW
The Company’s Board of Directors will review and evaluate this policy annually to determine if the Policy effectively ensures accurate and timely disclosure in accordance with its disclosure obligations.
19. ADOPTION
This Policy was adopted by the Board on June 23, 2011 and reapproved, with clerical changes, on August 16, 2018. *****




INSIDER TRADING POLICY


1. PURPOSE OF THIS POLICY
The purpose of this insider trading policy (the “ Policy”) is to summarize the insider trading restrictions to which directors, officers, employees, and others having access to material non public information (collectively referred to as “ Insiders”) about Reunion Gold Corporation (“ Reunion”) and its subsidiaries (together with Reunion, the “ Company”) are subject under securities laws and to provide guidelines for trading Reunion’s shares or other securities. This Policy should be read in conjunction with the Corporate Disclosure Policy adopted by Reunion.
2. PROHIBITED TRADING
Securities laws prohibit anyone having a close or special relationship with the Company from purchasing or selling securities of Reunion when any such person has knowledge of material non public information about the Company. At the appropriate time, the Company discloses material information publicly via news release or otherwise. However, prior to such public disclosure, Insiders may have knowledge of material non-public information and, under any such circumstances, they must exercise the utmost care in handling such material non public information to avoid legal and ethical violations. A material non public information about the Company means any fact, event, circumstances or change in the activities, business or assets of the Company that is not known to the public and that results in, or would reasonably be expected to result in, a significant change in the market price or value of the securities of Reunion; it also means any information that would reasonably be expected to have a significant influence on any reasonable investor’s decision to buy, sell or hold securities of Reunion.
This would include, but is not limited to, non public information regarding: 1. acquisition or disposition of material assets; ​​ 2. mineral discoveries or material developments affecting the Company’s resources or exploration results; ​​ 3. take-overs, mergers, consolidations, amalgamations or reorganizations; 4. changes in the capital structure and changes in share ownership that may affect control of Reunion; 5. public or private sale of securities of Reunion; 6. changes in capital expenditure plans or corporate objectives; 7. significant changes in the Company’s management or board of directors; 8. significant litigation; 9. major labour disputes or disputes with major contractors, suppliers, or customers; 10. events of default under financing or other material agreements; and 11. any other change in the business, affairs or property of the Company that could reasonably be expected to materially affect the price or value of the securities of Reunion or have an influence on a reasonable investor’s investment decision. Securities laws also prohibit “tipping”, defined as communicating material non-public information to another person (including family and friends), except on a need-to-know basis in the necessary course of business. All Insiders must ensure that they do not divulge such material non-public information to any unauthorized person, whether or not such person may trade on the information. They are also responsible for ensuring compliance by their families and other members of their households and entities over which they exercise voting or investment control.
3. TRADING GUIDELINES
All those with access to material undisclosed information are prohibited from using such information in trading in the Company's securities until the information has been fully disclosed and a reasonable period of time has passed for the information to be disseminated. This prohibition applies not only to trading in the Company’s securities, but also to trading in other securities whose value may be affected by such material undisclosed information. In order to ensure that perceptions of improper insider trading do not arise, Insiders should not “speculate” in securities of the Company. For the purpose of this Policy, the word “speculate” means the purchase or sale of securities with the intention of reselling or buying back in a relatively short period of time in the expectation of a rise or fall in the market price of such securities. Speculating in such securities for a short-term profit is distinguished from purchasing and selling securities as part of a long-term investment program. Insiders shall not at any time sell securities of the Company short or buy or sell a call or put option in respect of securities of the Company or any of its affiliates. Insiders should also avoid putting open orders to purchase or sell securities of Reunion but in the event they need to do so, the open order shall expire no later than the close of trading on the last trading day of the week the open order was entered into. In addition, Insiders may not trade at any time without prior clearance. Clearance must be obtained in writing from the General Counsel or the Chief Financial Officer before buying or selling securities of Reunion or exercising any of Reunion's stock options. Unless it is clear that there is no undisclosed material information concerning the Company, clearance to complete a proposed trade will be denied. The Company's policy is to be cautious and conservative when granting or denying trading clearance to avoid embarrassment and tarnish the Company's reputation, especially among its shareholders and analysts. Clearance, if granted, will be effective for five business days provided such Insider is not otherwise in possession of material, non-public information. If for any reason the trade is not completed within five (5) business days, clearance must be obtained again before stock may be traded. The Company reserves the right to revoke the clearance, if necessary.
4. BLACKOUT PERIODS
The Company may from time to time impose a trading blackout if there is a pending material development. All persons receiving notice of a trading blackout or having knowledge of a trading blackout are prohibited from trading in securities of Reunion. The blackout period will commence at the time that the Company’s General Counsel, or another individual designated by the CEO, disseminates an email to confirming same. The Company must allow the market time to absorb the information before Insiders can resume trading after the release of material information. In general, the Company has stipulated that a minimum of one clear trading day be allowed after the earlier of (i) the announcement of the material information and (ii) the dissemination of an email from the General Counsel or designated individual confirming that the trading blackout is lifted. The existence of a blackout is in itself an item of confidential information that is not to be disclosed to persons outside of the Company. During blackout periods, Insiders must also avoid discussions with analysts, private briefings and interviews to the maximum extent reasonable. During a blackout period, the Company, through its Disclosure Committee (formed under the Company’s Corporate Disclosure Policy), may, under certain circumstances, permit the exercise of options or warrants provided that the common shares acquired upon exercise of such options or warrants are not traded until the blackout period expires.

5. LIABILITY FOR INSIDER TRADING

Under Canadian securities laws, persons who violate “insider trading” and/or “tipping” prohibitions may be subject to a number of criminal sanctions and civil liabilities including being liable: (i) to compensate the seller or purchaser of the securities for damages resulting from the trade; (2) to account to the relevant entity for any benefit or advantage received or receivable by the insider resulting from the trade on the basis of undisclosed material information and (3) for substantial fines (for example, under the Ontario Securities Act, up to the greater of $5 million and triple the amount of the profit made or the loss avoided by the person by reason of the violation) and imprisonment (for example, under the Ontario Securities Act, to a maximum term of not more than five years less a day).

6. INSIDER REPORTING
Reporting insiders are required to electronically file insider reports through the System for Electronic Disclosure by Insiders (“SEDI”). An initial report must be filed within 10 days of becoming a reporting insider and report on all trades made in the securities of Reunion must be filed within 5 days of the day any trade is made. Trades include the grant of options or exercise thereof as well as a change in nature of the ownership of the securities (e.g. a disposition to a company controlled by the insider or a determination that the securities are to be held in trust for another person). Failure to file a report on time will result in late fees being levied on the reporting insider. It is each reporting insider's personal responsibility to ensure that all requisite insider trading reports are filed on SEDI within the statutory time limits.
7. POLICY REVIEW AND DISTRIBUTION
The Company’s Board of Directors will review and evaluate this policy annually to determine if the Policy effectively ensures accurate and timely disclosure in accordance with its disclosure obligations. A copy of this Policy will be distributed from time to time to all Insiders to ensure they are all aware of this Policy. As well, this Policy will be made available on the Company’s website. New Insiders will be provided with a copy of this Policy and educated about its importance. Any questions regarding this Policy should be addressed to the Company’s General Counsel or Chief Financial Officer.
8. ADOPTION
This Policy was adopted by the Board on June 23, 2011 and reapproved, with clerical amendments only, on August 16, 2018 *****




WHISTLEBLOWER POLICY


Reunion Gold Corporation (“Reunion Gold”) and all its subsidiaries and controlled entities (collectively the “Company") are committed to the highest standards of professional and ethical conduct in all activities. The purpose of this whistleblower policy (the “Policy”) is to establish procedures and provide direction to all employees, officers and members of the board of directors of the Company for: (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) the submission, on a confidential and anonymous basis, of events/occurrences or concerns with respect to issues of integrity and honesty and, in particular, of questionable accounting, financial or auditing matters. The audit committee (the “ Audit Committee”) of the board of directors (“ Board”) of Reunion Gold has the responsibility of overseeing this Policy. REPORTING RESPONSIBILITY It is the responsibility of all directors, officers, employees, including contract employees and consultants, to comply with the law and the policies of the Company, and to report any wrong doing or violations or suspected violations including those relating to accounting, internal accounting controls, questionable accounting or auditing matters in accordance with this Policy.
REPORTING PROCEDURE Any directors, officers or employees of the Company wishing to submit a complaint or report a concern (such complaints and concerns are referred to as " Complaints" in this Policy) relating to any of the matters described above including, for example, questionable accounting practices, deficiencies in or non-compliance with internal accounting controls, misrepresentations or false statements regarding a matter contained in the Company’s financial disclosure records and reports, misappropriation of the Company’s funds or properties or other suspected unethical or fraudulent activities, should contact their supervisor or manager. Recognizing however that the reporting of such questionable event to your supervisor may not be appropriate depending on the seriousness and sensitivity of the issues involved and who is suspected of wrongdoing, you should contact the General Counsel, the Chief Financial Officer or the Whistleblower Hotline. CarolePlante General Counsel Phone: +1 450-677-2065 Email: carole_plante@reuniongold.com Alain Krushnisky Chief Financial Officer Phone: +1 450-677-2759 Email: alain_krushnisky@reuniongold.com The Whistleblower Hotline is provided through Whistleblower Security Inc., an independent third-party reporting service, retained by the Company for reporting services only. All Complaints received by Whistleblower Securities Inc. will be forwarded directly to the Chair of the Audit Committee of Reunion Gold for further investigation.

Whistleblower Securities Inc. may be contacted in any of the following ways:

Callers to the hotline and submissions online to Whistleblower Securities Inc. will have the ability to remain anonymous if they choose so. The service is offered in English or French.

Handling of Reports

All Complaints should contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the Complaint. All Complaints will be reported to the Chair of the Audit Committee.

Depending on the nature of a Complaint, and its materiality, investigations will be conducted as quickly as possible using internal and external resources, as appropriate. All employees, officers and directors, including the complainant, are expected to cooperate fully. Appropriate corrective action will be taken if warranted by the investigation.

Confidentiality

The Company will treat all Complaints as confidential to the fullest extent permitted by law. Generally, a report of a Complaint will only be disclosed to those persons who have a need to know in order to properly carry out an investigation of such Complaint.

No Retaliation

This Policy protects any employee who in good faith submits any Complaint with respect to any matters described in this Policy in accordance with the procedures set forth herein. The Company shall not retaliate against anyone who in good faith makes a Complaint. An employee who retaliates against someone who has made a Complaint in good faith is subject to discipline up to and including termination of employment.

Acting in Good Faith

Any person submitting a Complaint or reporting a concern must be acting in good faith and have reasonable grounds for believing the information disclosed. In the event that an investigation reveals that a 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.

Retention

Records of any Complaints shall be retained for a period of no less than seven years.

*****

(Approved on June 20, 2019)





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