Insider Trading Compliance Policy – FY23

Date of Last Review: January 2023. | Effective Date of this Version: January 2023.

The purpose of this policy is to codify Denver Gold Group’s compliance with all applicable insider trading laws, and to assist you in meeting your responsibility to comply with these laws.

This policy applies globally to all employees, contractors, and directors of Denver Gold Group (“DGG” or “Organization”). It also applies to other individuals and entities that Denver Gold Group may require to adhere to this policy.

For the purposes of this policy, material, non-public information is defined as follows: 1) Material Information. Material information is any information about any Member entity of DGG that a reasonable investor would consider important in the decision to buy, hold, or sell securities of a Member. Generally, it includes any information which could reasonably affect the price of a Member’s securities. Some examples of material information include: a) Information regarding unusual changes in participation status in DGG events; changes to key personnel at Member companies prior to public announcement; future earnings or losses; changes in dividend policies; declaration of a dividend; any pending or proposed merger, acquisition or tender offer; a significant sale of assets or sale of a subsidiary; significant management changes; labor negotiations; the offering of additional securities; information about the Member’s capital structure, including liquidity or other financial metrics; unusual gains or losses in major operations; major marketing changes; the gain or loss of a substantial customer or supplier; significant new products or discoveries. -These are only some examples of what may be considered material information. Either positive or negative information may be material. 2) Non-public information. Non-public information is any information about a Member that has not been publicly disclosed. Information ceases to be non-public when it has been broadly disclosed and investors in a Member’s securities have had sufficient time to assimilate and react to it. As a rule-of-thumb, information about a Member ceases to be non-public after the second business day following the date on which the Member has disclosed such information to the public.

As an employee, contractor to, or director of Denver Gold Group you may gain access to material, non-public information about Member corporations as well as vendors of DGG.

If you possess or become aware of material, non-public information about a Member, you must keep such information confidential. You must not disclose such information to anyone, including any person who may trade on such information. You must also refrain from suggesting or recommending that any person trade based on such information. This kind of disclosure is known as “tipping.”

If you possess any material, non-public information about the Company, you may not trade, (i.e., buy or sell) any securities of the Member or other entity, or engage in any action to take advantage of such information until such information ceases to be non-public. This policy applies to any of your family members, relatives or friends. See “Policy on Confidentiality and Tipping,” above. You are responsible for the compliance with this policy of your family members, relatives or friends. 1) No-Trade Window Periods: At Market trading of Member securities by any director, officer, key employee, or key contractor shall be prohibited from the first business day 10 days before a DGG event commences (first day of participant registration on site). Trades resulting from Limit and Stop orders are permitted provided that the order was initiated 20 days before a DGG event commences. 2) Policy and Insider Trading Prohibition Applicable to 401(k): “Trading” also includes making changes to investment elections of the DGG Profit Sharing Retirement Plan (401(k) Plan) based on material, non-public information relating to Members. 3) Prohibition on Insider Trading of other Companies: This policy also applies to material, non-public information about any other company (including customers or suppliers of DGG), which you may gain as an employee of the Organization, and trading in the securities of such other companies. This conduct is known as “misappropriation.”

Under federal and state securities laws, it is generally unlawful: 1) for any employee of the Organization to trade in securities of companies while in possession of material, non-public information. 2) to disclose or “tip” such information about the Company or other companies to others who may trade on it.

The Board of Directors of the Organization has approved DGG’s Insider Trading Compliance Program and directed that its provisions be implemented and maintained by the Company as part of its commitment to compliance with applicable federal and state insider trading laws and regulations. DGG has designated Timothy Wood, Executive Director, as the Program Coordinator. The Program Coordinator is responsible for developing and implementing appropriate methods for monitoring compliance with the DGG Insider Trading Compliance Policy.

Violation of this policy could result in both civil and criminal penalties, including fines and jail sentences for you, for the Company and for the person who trades based upon a tip. You can incur penalties for such violations by tipping information to others, even if you do not personally profit from the other person’s actions. In addition, violators of this policy will be appropriately disciplined, up to and including termination of employment.

By signing and dating this form, you agree that you have read and understood DGG’s Insider Trading Compliance Policy and agree to abide by it.