CODE OF CONDUCT | WHISTLE BLOWER | > DISCLOSURE & INSIDER TRADING DISCLOSURE POLICY Nordex is committed to providing timely, full, true and plain disclosure of all material information in compliance with legal and regulatory requirements. It will disseminate material news on a timely basis to keep its stakeholders fully informed. This policy defines the communication and disclosure policies and practices of Nordex Explosives Ltd. ("Nordex" or the "Corporation"). Its goal is to promote consistent disclosure practices aimed at accurate, informative, timely and broadly disseminated disclosure of material information to the market and to raise awareness of the Corporation's approach to disclosure and promote compliance among the board of directors (the "Board") and senior management, employees and consultants of Nordex. This policy covers all disclosures in documents filed with the securities commissions and stock exchanges in Canada and written statements made in Nordex's annual and quarterly reports, news releases, letters to shareholders and presentations by senior management. It also covers public oral statements made in circumstances in which a reasonable person would believe that the statement will become generally disclosed, including oral statements with analysts and investors, interviews with the media, speeches and press conferences. In addition, this policy addresses issues with respect to confidential information and trading restrictions. This policy extends to the Board and senior management of the Corporation, other insiders, employees or consultants of Nordex and, to the extent possible, others who have non-public information regarding Nordex. 1. Disclosure Committee The Corporation has established a disclosure committee (the "Disclosure Committee") responsible for all regulatory disclosure requirements and for overseeing Nordex' disclosure practices. The Disclosure Committee consists of all the members of the Board of Directors and the COO. The Disclosure Committee will be kept fully apprised of all pending material developments of Nordex in order to evaluate and discuss those events to determine the appropriateness and timing for public release of information. All employees are asked to alert any member of the Disclosure Committee if they become aware of any development that may be material to Nordex. The Disclosure Committee will use experience and judgment to determine the timing for public release of material information. The Disclosure Committee shall be responsible for implementing this policy and monitoring the effectiveness and compliance with the policy. The Disclosure Committee will review this policy on an annual basis and up-date as necessary to ensure the effectiveness of the policy and compliance with changing regulatory requirements and best practices. The Disclosure Committee will report to the Board annually with respect to the effectiveness and compliance with this Policy. 2. Designated Spokespersons The Chairman, the CEO and the COO are the primary media spokespersons for Nordex (the "Spokespersons") with the CEO being designated as the primary contact. The Disclosure Committee shall review presentation materials intended for the media or the investment community and brief the presenter on the limitations imposed by applicable securities laws on disclosure in the presentation and the potential for personal liability if statements are made which contain a misrepresentation of material information. Any persons who are not authorized spokespersons must not respond under any circumstances to inquiries from the media or the investment community. All such inquiries shall be referred to the CEO or in the absence of the CEO to the COO. Any Spokesperson may consult with legal counsel of Nordex as he or she considers necessary in connection with this policy. The Disclosure Committee will review all material disclosure documents prior to their release or filing, and the Audit Committee or the Board will review the Corporation's annual and interim financial statements and related financial reporting, including management's discussion and analysis, financial press releases and annual information forms prior to their release. Therefore, prior to the release of any such information, the Disclosure Committee shall ensure that it and, as applicable, the Board and/or the appropriate committee of the Board has reviewed and approved of such information being released. 3. Disclosure Record The Corporate Secretary will maintain a file containing all of its public information, including continuous disclosure documents, news releases, analysts' reports, transcripts or tape recordings of conference calls, debriefing notes, newspaper articles and notes from meetings and telephone conversations with analysts and investors, as appropriate. News releases and quarterly and annual reports shall be kept for a period of seven years, and all other material corporate information for two years. 4. Material Information For purposes of this policy, material information is any information relating to the business and affairs of Nordex that would reasonably be expected to affect the investment decisions of a reasonable holder of securities of Nordex or an investor or if the information would reasonably be expected to have a significant effect on the market price or value of the securities of Nordex. Without limiting the concept of material information, events requiring immediate disclosure include the items listed in the TSX Venture Exchange Policy 3.3 "Timely Disclosure" section 2.5. Once the Disclosure Committee has determined that a development is material, Nordex will promptly issue a news release in compliance with legal and regulatory requirements, unless it was determined that such developments must remain confidential as outlined in the following section. 5. Withholding of Confidential Information Once the Disclosure Committee has determined that a development is material the information shall be kept confidential temporarily only in circumstances outlined in Canadian securities laws. Even in circumstances where the material information is deemed to be confidential, material change reports shall be filed with RS and the TSX. In addition, appropriate precautions shall be taken to keep such information confidential. Should a material statement inadvertently be made in public, Nordex will halt trading in the securities of the Corporation, if necessary, and immediately issue a news release to fully disclose that information. 6. Disclosure Procedures and News Releases Material information that is not subject to confidentiality will be disclosed via news release and broadly disseminated to the public. Unfavourable material information will be disclosed in the same manner as favourable information. Disclosure shall be consistent among all audiences, including the investment community, the media, customers and employees and shall not be disclosed selectively. Disclosure must include any information which, if omitted, would make the rest of the disclosure misleading. If determined appropriate, disclosure shall be updated if earlier disclosure has become misleading as a result of intervening events. News releases containing earnings guidance and financial results will be reviewed by the Audit Committee and approved by the Board before being released. The Board will continue to be kept aware of all material developments and significant information disseminated to the public. Copies of all disclosure documents which are publicly filed shall be sent to Board members. Board members will be apprised of material developments prior to their public announcement whenever practical. The Corporation uses a wire service to disseminate news releases that provides national simultaneous disclosure. In addition, news releases are simultaneously filed with the applicable regulatory authorities (via SEDAR). The Corporate Secretary is responsible for providing proper pre-notification of news releases to the Toronto Stock Exchange and monitoring all disclosures to ensure accurate reporting and taking corrective measures, if and when appropriate. When necessary, the Corporation will file a material change report with the Canadian securities regulators. In certain circumstances the Corporation will pre-file the news releases with RS prior to dissemination to the public. This will take place under the following circumstances: reverse takeovers, change of business or other corporate reorganizations; major transactions including corporate acquisitions or dispositions; change of control; future orientated financial information or other operating projections; and disclosure of mineral reserves/resources or oil and gas reserves. Furthermore, RS shall be advised in advance by the Corporation by telephone at 604-643-6505 if an announcement is ready to be made during trading hours followed with a written copy of the release faxed to RS at 604-602-6986. When an announcement is to be released after trading hours, the Corporation shall advise RS before trading commences on the next trading day. 7. Corrections To Previously Released Material Information If Nordex learns that earlier disclosure contained a misrepresentation (as defined in applicable securities laws) the disclosure must be corrected immediately. The Disclosure Committee shall ensure that a news release is issued as soon as possible to correct the misrepresentation and that appropriate notifications and filings are made. 8. Electronic Communications The CEO or a designated individual shall also be responsible for responses to electronic inquiries from analysts, investors and the media. Only public information or information which could otherwise be disclosed in accordance with this policy shall be utilized in responding to electronic enquiries. Directors and officers of the Corporation and employees and consultants of Nordex must not use the Internet to discuss in any form undisclosed material information about Nordex. Rumours about Nordex may appear on chat rooms and newsgroups from time to time. Directors, officers, employees or consultants who encounter such discussions shall advise a member of the Disclosure Committee immediately, so the discussion may be monitored. 9. Communication with Analysts and Investors Representatives of the Corporation will meet with analysts and investors on an individual or small group basis as needed and will initiate contact or respond to analyst and investor calls in a timely, consistent and accurate fashion in accordance with this policy. Communications with analysts and investors is limited to non-material information and an explanation or clarification of publicly available information. If material undisclosed information is to be announced at analyst or shareholder meetings, press conference or conference call, such announcement must be in conjunction with a general public announcement via news release. 10. Quiet Periods To avoid the potential for selective disclosure the Corporation will observe quiet periods prior to quarterly earnings announcements or when material changes are pending. Regular quiet periods will commence on the first day following the end of a quarter and end with the issuance of results for the quarter just ended. During a quiet period, the Corporation will not initiate any meetings or telephone contacts with analysts and investors, but will respond to unsolicited inquiries concerning publicly available or non-material information. 11. Forward Looking Information Nordex does not release budget information or make specific earnings projections. However, if the Corporation has determined that it will be reporting results materially different from market expectations, it may decide to disclose this information in a news release. To the extent that forward looking information is provided in the Corporation's news releases, or the Corporation's disclosure documents or in public oral presentations, the following guidelines will be observed: - All material forward-looking information will be broadly disseminated via news release; - The information will be clearly identified as forward looking; - The information will include assumptions used in the preparation of the forward-looking information; - The information will include the risks and uncertainties that may cause the actual results to differ materially from those projected in the statement; - The information will include a statement that the information is stated as of the current date and subject to change after that date, and the Corporation disclaims any intention to update or revise this statement of forward-looking information; - Once disclosed, the Corporation's practice for updating forward-looking information will be to regularly assess whether previous statements of forward-looking information should be replaced by new financial outlooks, and ensure that past disclosure of forward-looking information is accurately reflected in current MD&A; and - Public oral presentations which include forward looking information will be preceded by appropriate cautionary language which includes reference to readily available documents which contain information with respect to the material factors or assumptions referred to above. Projections and forecasts must be prepared in accordance with the Canadian Institute of Chartered Accountants Handbook and National Policy No. 48 (or any successor instrument). If Nordex has issued a forecast or projection in connection with an offering document covered by National Policy 48, the Corporation will update that forecast or projection periodically as required by National Policy 48. 12. Trading Restrictions It is illegal for anyone to purchase or sell securities of any public company with knowledge of material information affecting that company that has not been publicly disclosed. Except in the necessary course of business, it is also illegal for anyone to inform any other person of material non-public information (referred to as "tipping"). Insiders, employees and consultants with knowledge of confidential or material information about Nordex are prohibited from tipping or trading until the information has been fully disclosed and a reasonable period of time has passed for the information to be widely disseminated. For further information on trading restrictions, trading windows and blackout periods, refer to the Insider Trading Policy of Nordex. 13. Maintaining Confidentiality Any employee privy to confidential information is prohibited from communicating such information to anyone else, except in the necessary course of business. Efforts will be made to limit access to confidential information to only those who need to know the information and those persons will be advised that the information is to be kept confidential. No material information should be disclosed by directors, officers employees or consultants to outside parties except in the necessary course of business. Outside parties privy to undisclosed material information concerning Nordex will be told that they must not divulge this information to anyone else, other than in the necessary course of business and that they may not trade in the Corporation's securities until the information is publicly disclosed. If it is determined necessary, such outside parties may be asked to confirm their commitment to non-disclosure in the form of a written confidentiality agreement. To prevent the misuse or inadvertent disclosure of material information, the following procedures should be observed at all times: - Documents and files containing confidential information should be kept in a safe place, with access restricted to individuals who "need to know" that information in the necessary course of business. - Confidential matters should not be discussed in places where the discussion may be overhead, such as elevators, hallways, restaurants, airplanes or taxis. - Directors, officers, employees and consultants must ensure they maintain the confidentiality of information in their possession outside of the office as well as inside the office. - Unnecessary copying of confidential documents should be avoided and documents containing confidential information should be promptly removed from conference rooms and work areas after meetings have concluded. Extra copies of confidential documents should be shredded or otherwise destroyed. - Access to confidential electronic data should be restricted through the use of passwords. 14. Communication and Enforcement All directors and officers of the Corporation and employees and Consultants of Nordex will be advised of this policy and its enforcement. An employee or consultant who violates this policy may face disciplinary action up to and including termination of employment in the case of an employee, and, in the case of a consultant, termination of the consulting contract with Nordex. The violation of this policy may also violate certain securities laws. If the Corporation discovers that an employee has violated such securities laws, it may refer the matter to the appropriate regulatory authorities. INSIDER TRADING POLICY Securities laws prohibit "insider trading" and impose restrictions on trading in securities while in possession of material undisclosed information. The rules and procedures outlined in this Insider Trading Policy (the "Policy") have been implemented in order to prevent improper trading in securities of Nordex. This Policy is also intended to ensure that the directors, officers and employees of Nordex act, and are perceived to act, in accordance with applicable laws and high standards of ethical and professional behaviour. This Policy and the procedures set forth herein present a framework within which a person or company in a special relationship with the Corporation may purchase and sell securities of the Corporation without violating securities laws. You bear the ultimate responsibility for complying with securities laws. You should therefore view this policy and the attendant procedures as the minimum criteria for compliance with insider trading laws and should obtain additional guidance when uncertainty exists regarding a contemplated transaction. This Policy applies to directors and officers of Nordex and to any other employee who may be in possession of, or have access to, confidential, material information concerning Nordex. This Policy applies to the purchase or sale of any shares or other securities of Nordex and to any exercise of outstanding stock options. 1. Trading Procedures In order to prevent insider trading violations and to avoid any perception of impropriety, the following procedures must be followed by all directors and officers of Nordex. Prior Notification. Prior notice of the intention to carry out a trade (including the exercise of any stock option or any other purchase or sale of any securities of Nordex) must be provided to the Corporation's Secretary who also acts as General Counsel for Nordex. No trade shall be carried out without the approval of the General Counsel. Any approval granted for any proposed trade will be valid for a period of 7 days, unless revoked prior to that time. No trade may be carried out after the expiry of 7 days following the receipt of approval unless such approval is renewed. Blackout Periods. Directors and officers are subject to blackout periods surrounding the release of financial results. No trades shall be carried out by directors or officers during the period commencing on the first day of the month following the end of each fiscal quarter (April 1, July 1, October 1 and January 1) and ending forty-eight hours following the issuance of an earnings news release., or the filing of the Corporations financial statements on SEDAR. Additional "blackout periods" due to material developments which may arise, as specified by the CEO or CFO, may be imposed from time to time. All directors, officers and employees with knowledge of such special circumstances will be covered by the blackout. Notice of any such blackout may or may not be communicated by issuance of a formal notice. In some circumstances such blackout may be communicated on a case-by-case basis. Accordingly, it is imperative that directors and officers observe the pre-clearance procedures set out above. 2. Insider Trading Laws The following is a summary of applicable insider trading restrictions, reporting requirements and penalties. 2.1. Trading and Tipping Prohibitions Those who are in a special relationship with Nordex may not purchase or sell securities of Nordex (including through the exercise of stock options) if they possess material information relating to Nordex that has not been generally disclosed until the material information has been fully disclosed to the public and a reasonable period of time has passed for the information to be disseminated. In addition, those who are in a special relationship with Nordex who possess material information relating to Nordex that has not been generally disclosed may not pass any such information onto others. Those in a special relationship with Nordex include insiders; directors, officers and employees; persons engaged in professional or business activities for or on behalf of Nordex; and anyone (tippee) who learns of material information from someone that the tippee knows or should know is a person in a special relationship with Nordex. 2.2. Material Information. Material information is any information relating to the business and affairs of Nordex that results in or would reasonably be expected to result in a significant change in the market price or value of Nordex's securities. Examples of potentially material information include: - changes in ownership of securities that may affect control of Nordex - changes in the structure of Nordex, such as reorganizations or amalgamations - take-over bids or issuer bids - major acquisitions or dispositions - changes in capital structure - significant borrowings - public or private sale of additional securities - developments affecting Nordex resources, technology, products or market - entering into or loss of significant contracts - firm evidence of significant increases or decreases in near term earnings prospects - changes in capital investment plans or objectives - significant changes in management - significant litigation - major labour disputes and disputes with major contractors or suppliers - events of default under financing or other agreements 2.3. Insider Reporting Requirements All directors, officers and insiders are required to electronically file insider reports through the System for Electronic Disclosure by Insiders ("SEDI"). Such reports are due within 10 days of becoming an insider disclosing such person's beneficial ownership of or control or direction over securities of Nordex and within 10 days of the date on which a change in such ownership occurs. Before an insider can file insider reports on SEDI, they must register with CDS Inc. and file an insider profile. Insiders can take these steps themselves or use an agent to register and file their insider profiles and insider reports for them. SEDI is the insider trade reporting system available over the Internet at www.sedi.ca. As an insider of Nordex Corporation, you need to: - register on SEDI - file an insider profile And then, on a continuous basis: - file insider reports within 10 days of any change in your ownership - amend your profile if there is a change in the information disclosed The Canadian Securities Administrators Staff Notice 55-310 - Questions and Answers on the System for Electronic Disclosure by Insiders (SEDI) can be reviewed by clicking here. For a complete listing of requirements, please consult National Instrument 55-102 System for Electronic Disclosure by Insiders ("NI 55-102"). A copy of NI 55-102, as well as other useful information regarding the use and operation of SEDI, can be reviewed by clicking here. 2.4. Penalties Failure to comply with this Policy or the procedures set out herein may result in disciplinary action, which may include termination of employment. Canadian securities laws provide that breach of the prohibition against trading in securities with knowledge of undisclosed material information or providing undisclosed material information to others, in addition to civil liability for damages, may result in imprisonment for up to five years less a day and/or a fine of up to the greater of: (i) $5 million; and (ii) an amount equal to three times the profit obtained or loss avoided by reason of the contravention. Penalties may also be levied by Canadian securities regulatory authorities for not complying with the requirements to file insider reports. 3. Questions and Suspected Violations Any questions concerning this Policy should be directed to the President and Chief Executive Officer or the Secretary and General Counsel. Violations or suspected violations of this Policy should be reported to Nordex's General Counsel who is responsible for investigating all complaints.

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