Business conduct and ethics policy

1. Introduction

Citland Group, its branches and affiliated (the “Corporation”) requires that its directors, officers, employees and contractors (“Responsible Persons”) maintain the highest level of integrity in their dealings with each other and with the public on behalf of the Corporation. This Business Conduct & Ethics Policy (the “Policy”) is intended to document some of the specific principles of conduct and ethics which will be followed by the Responsible Persons in the performance of their responsibilities with respect to the Corporation’s business. It is intended to:

• Promote honest and ethical conduct and manage conflicts that may arise;
• Promote full, fair, accurate, timely and understandable disclosure to the public including our periodic reports required to be filed with the Canadian securities regulatory authorities (the “Commissions”);
• Promote compliance with applicable governmental rules and regulations;
• Provide guidance to Responsible Persons of the Corporation to help them recognize and deal with ethical issues;
• Provide a mechanism to report unethical conduct; and
• Help foster a culture of honesty and accountability.

Our directors have committed that they will comply at all times with the principles set forth in this Policy and they expect each of our officers, employees and contractors to do likewise. The Corporation may require that such persons undertake periodic training with respect to this Policy and will ensure that all new joiners are notified as to its requirements. A copy of this Policy is available to any interested party on request to the Corporation’s Corporate Secretary (hikoki83@gmail.com). Additionally, a copy of the Policy will be posted at every branches operated by the Corporation.

2. Ethical conduct

Each of our Responsible Persons will:

• Manage all conflicts of interest that may arise;
• Provide, or cause to be provided, full, fair, accurate, timely and plain disclosure in reports and documents that the Corporation files with, or submits to, the Commissions and in other public communications made by the Corporation;
• Comply, and take reasonable actions to encourage others within the Corporation to comply, with applicable governmental laws, rules and regulations; promptly report violations of this Policy; and
• Promote accountability for adherence to this Policy.

Our Corporation's records must be prepared accurately and maintained properly in accordance with our audit committee policies/charter and with all applicable laws, rules and regulations. No false, artificial or deceptive entries may be made in the Corporation’s records for any reason. In addition, the Corporation's records belong to the Corporation. Therefore, the Corporation's records should not be removed from the Corporation’s property except for a legitimate business reason, and any documents so removed should be returned to the Corporation’s property as soon as practical.

Accounting procedures and controls are prescribed by policies set out in the Audit Committee. Within these policies, the senior officers of our Corporation have the primary responsibility for establishing and monitoring adequate systems of internal accounting and controls in accordance with sound accounting principles, and all Responsible Persons must adhere to these controls. The Corporation’s auditors will be asked from time to time to monitor and report upon these internal controls. Our Responsible Persons are required to cooperate completely and forthrightly with the Corporation’s external auditors. No Responsible Person may engage in, allow or conceal any financial or bookkeeping irregularity.

3. Conflicts of interest ando board procedures for resolution of the same

All Responsible Persons have an obligation to act in the best interests of the Corporation. A "conflict of interest" occurs when an individual's private interest improperly interferes, or could be deemed to interfere, with the interests of the Corporation. A conflict situation can arise when a director, officer, employee or contractor takes actions or has private interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may cause a director, officer, employee or contractor to make decisions based on personal gain rather than in the best interests of the Corporation.

Responsible Persons should avoid conflicts of interest. In particular, you may not use or attempt to use your position at the Corporation to obtain any improper personal benefit for yourself. If you are aware of a material transaction or relationship (including those involving family members) that could reasonably be expected to give rise to a conflict of interest, you should discuss the matter promptly with the Chairman of the Corporate Governance & Nominating Committee of the Board of Directors (the “Committee Chair”), the relevant mine General Manager, the head of Internal Audit or any Executive Committee members, each of whom will report any such transaction or relationship back to the Committee Chair.

Responsible Persons will not accept board positions with any public company or with any private entity that is, or likely to be, active in the natural resource sector without prior approval from the Corporation.

Any director, officer, employee or contractor will, when requested, promptly supply the Committee Chair with all relevant documentation in respect of any transaction in which the Committee Chair perceives a conflict may have been present.

The Committee Chair shall make a report to the Corporate Governance & Nominating Committee of the Board of Directors of any transactions in contradiction with this Policy that have been reported. Members of the Corporate Governance & Nominating Committee who are uninvolved in the circumstances giving rise to the potential or actual conflict of interest will review the matter.

4. Gifts

Responsible Persons will exercise discretion and good judgment in accepting gifts from companies (or from the directors, officers, employees, contractors, agents or representatives of companies) with which the Corporation does business or competes, and will only do so in connection with a legitimate business promotional activity or the performance of an existing contract where permitted under local law and otherwise in accordance with the Corporation’s business practices. Responsible Persons and their immediate family will not accept any gift or gifts, including hospitality, greater than what is normal or customary in the mining business and permitted by local law, and in no case exceeding US$100 per individual. Responsible Persons must record any gift, hospitality or entertainment accepted, rejected or returned on the Corporation’s logs established and maintained for such purpose.

5. Corporation assets

Responsible Persons of the Corporation shall take reasonable steps to protect the Corporation’s assets and ensure their efficient use, in addition to ensuring the Corporation’s assets are used only for the Corporation’s legitimate business purposes.

6. Corporate opportunities

Responsible Persons are prohibited from taking for themselves personal opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Responsible Persons are also prohibited from competing with the Corporation directly or indirectly and owe a duty to the Corporation to advance the legitimate interests of the Corporation when the opportunity to do so arises.

7. Confidentiality

1. 1. CONFIDENTIAL CORPORATE INFORMATION: Responsible Persons of the Corporation must maintain the confidentiality of all information entrusted to them by the Corporation, unless disclosure is authorized by the Corporation or is legally required. Confidential information includes all non-public information relating to the Corporation that may prejudice the ability of the Corporation to pursue certain objectives, be of use to competitors or harmful to the Corporation if disclosed.
   2. INSIDER INFORMATION: Confidential information also includes any information relating to the Corporation’s business and affairs that results in, or would reasonably be expected to result in, a material change in the market price or value of the Corporation’s securities or any information a reasonable investor would consider important in making and investment decision. Responsible Persons of the Corporation shall comply with confidentiality provisions contained in agreements to which they or the Corporation is a party and shall not use confidential information for their own advantage or profit.

8. Equal opportunity

The Corporation will not discriminate against a director, officer, employee, contractor or applicant because of race, religion, colour, sex, sexual orientation, age, national or ethnic origin or physical handicap (unless demands of the position are prohibitive). The Corporation will maintain a work environment free from discriminatory practice of any kind in which individuals are treated with dignity and respect. The Corporation expects that all relationships among persons in the workplace will be professional and free of bias and harassment.

9. Fair dealing

Responsible Persons of the Corporation are required to deal honestly and fairly with the Corporation’s business partners, competitors, shareholders and other third parties. No director, officer, employee or contractor of the Corporation should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair practice.

10. Compliance with laws, rules and regulations

Responsible Persons of the Corporation and its subsidiaries must comply, at all times and in all material respects, with all laws, rules and regulations applicable to the Corporation, including, but not limited to, any laws prohibiting insider trading, money laundering, bribery and improper payments or relating to the protection of workers’ health and safety and the environment, and must report any suspected violations in accordance with Section 11 “Reporting Illegal or Unethical Behavior”. In addition to this Policy, the Corporation has adopted an Anti-Bribery and Anti-Corruption Policy. The directors, officers, employees, contractors and consultants of the Corporation and its subsidiaries are required to comply with both Policies at all times.

11. Reporting illegal or unethical behavior or concerns

Anyone who seeks advice, raises a concern or reports misconduct or a violation of this Policy is following the requirements of this Policy and the desires of our Board of Directors. We encourage such action. The Corporation will not permit retaliation for reports made in good faith about violations of the law, rules, regulations or this Policy.

US regulators have also established specific rules requiring public companies to establish procedures for:

1. The receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
2. The confidential anonymous submission by directors, officers, employees, contractors and consultants of the Corporation of concerns regarding potential fraud, questionable accounting or auditing matters. The Corporation has adopted a Whistleblower Policy which allows directors, officers, employees, contractors and consultants of the Corporation and its subsidiaries to make complaints and report concerns on a confidential basis, both in relation to accounting issues and other concerns. A copy of this policy is available in each branch, and/or may be obtained from the Corporation’s Corporate Secretary (hikoki83@gmail.com). Persons wishing to make complaints or report concerns on a confidential basis are encouraged to use the following mail Hikoki83@gmail.com

12.  Amendment to, or waiver of, this policy

Any amendment to, or waiver of, any provision of this Policy with regard to any person to whom it applies must be approved by the Board of Directors. In the event that members of the Board of Directors will be personally affected by a waiver of this Policy, such waiver shall be approved by a committee consisting entirely of members of the Board of Directors who will not be personally affected by such waiver.

The Board of Directors of the Corporation will review and evaluate this Policy on an annual basis to determine its efficacy.

13.  Compliance certification

All Responsible Persons specified by the Board shall provide a certification of compliance with this Policy.

Last Approved: Nov 2021

Approved by:  Corporate Governance & Nominating Committee