1. INTRODUCTION

This Code for Trading in Securities (Code) sets out the requirements for Employees trading
in Company Securities. In order to ensure that Employees do not inadvertently breach the
insider trading provisions of the Corporations Act, Employees are only permitted to trade in
Company Securities in limited circumstances determined by this Code. The circumstances
in which Employees are not permitted to trade in Company Securities are called ‘closed
periods’ and are determined by the provisions of this Code.

Even outside closed periods, Employees are required to seek the written approval of the
Chair or his or her delegate prior to any trading in Company Securities.

The provisions allowing trading in Company Securities by Employees are subject to the
overriding restriction that persons may not trade in any Securities when they are in
possession of inside information.


2. DEFINITIONS

Associate includes:

For the purposes of this definition, ‘control’ means the ability (whether or not based on a
legal right) to determine the outcome of a decision about the relevant entity’s financial and
operating policies.

ASX Business Day has the same meaning as the term 'business day' as defined in the ASX
Listing Rules.

Company means De Grey Mining Limited ACN 094 206 292.

Employees means the directors, and employees (full time and part time) and long term
consultants and contractors of the Company.

Securities includes options, shares and other securities, including, without limitation,
debentures, derivatives and warrants issued or made available by the Company.

Trading includes applying for, acquiring or disposing of securities, entering into an
agreement to apply, acquire or dispose of securities and granting, accepting, acquiring,
disposing or discharging an option or other right or obligation to acquire or dispose of
securities, and includes procuring or causing other persons to trade.

Written approval includes approval by email.


3. PROHIBITED CONDUCT UNDER INSIDER TRADING PROVISIONS

3.1. The Company

As a matter of law, all Employees must not trade in Company Securities where:

3.2. Examples of price sensitive information

The sort of information which might have a material effect on the price of Company
Securities includes, but is not limited to:

3.3. Other Companies

The laws regarding insider trading extend to trading in Securities of any companies about
which a person possesses material price sensitive information which is not generally
available including, for example, companies in a joint venture with the Company.
 

4. POLICY FOR TRADING IN SECURITIES

4.1. Trading With Clearance
Subject to the restriction that no Employee must trade in any Securities when they are in
possession of inside information, and subject to clause 5, Employees may only trade in
Securities if the Employee has complied with clause 5.

4.2. Closed Periods

An Employee may not trade in Company Securities if:

5. CLEARANCE REQUESTS

All Employees wishing to trade in Company Securities are required to seek written approval
from the Chair of the Board or his or her delegate. The Chair must seek written approval
from the Chair of the Board Audit Committee.
 

6. EXCEPTIONAL CIRCUMSTANCES WHEN TRADING MAY TAKE PLACE

In exceptional circumstances where, as a result of demonstrable financial hardship (such as
the threat of foreclosure on the residence in respect of a person or mortgage, a judgement in
respect of a debt being obtained by a creditor, or a court order in a family law matter), an
Employee is obliged to dispose of Company Securities during a closed period, the Chair
and/or Managing Director may give written approval to proceed to sell an agreed number of
Company Securities within a specified time frame. The Employee seeking approval to trade
must satisfy the Chair and/or Managing Director that he or she is in severe financial hardship
or that their circumstances are otherwise exceptional and that the proposed sale or disposal
of the relevant securities is the only reasonable course of action available.

A limited period in which to trade should be granted (eg 7 ASX Business Days) and the
closing date during which Securities can be traded should be notified to the individual and
the Company Secretary. The Company may require the Employee to swear a statutory
declaration in support of their claim of financial hardship.


7. SHORT TERM TRADING IN COMPANY SECURITIES

The purchase and sale of Company Securities by Employees within one month is prohibited.


8. PASSIVE TRADING IN COMPANY SECURITIES

Employees may participate during closed periods in the passive acquisition of Company
Securities in plans approved by the Company’s Board, such as dividend reinvestment plans,
share purchase plans and rights issues, with the proviso that an election to participate, once
given, cannot be revoked during a closed period.

The exercise of options is permitted during a closed period in accordance with the terms and
conditions of those options, however, the Securities issued in respect of such options or
share purchase plan are subject to this Code and may not be traded during a closed period,
including the closed period in which the Securities have been acquired.


9. PROHIBITION OF CREDIT

Broker credit (beyond T+3), margin lending or leveraged equity providers (by whatever name
and under whatever guise) must not be used in relation to Company Securities without the
fully informed consent of the Board.

Employees must inform the Board of all details concerning any broker credit, margin lending
or leveraged equity arrangements in place in respect of any trading (including, without
limitation, prospective trading) in Company Securities.


10. HEDGING
Employees are prohibited under this Code from entering into any schemes or arrangements
that protect the value of Securities allocated under Company incentive schemes prior to
them becoming fully vested. Any breach of this prohibition will also constitute a breach of
the conditions of grant and could result in the forfeiture of the Securities.


11. BREACH OF POLICY

A breach of this policy by an employee or a contractor can be expected to:

12. DISCLOSURE

Any trading in Securities by directors must be notified to the Company Secretary within 3
days of such trading, including whether the Securities were traded during a closed period,
and the details of the prior written clearance obtained in accordance with clause 5.


13. GENERAL OBSERVATIONS

If any Employee possesses inside information that is not generally available, such person is
prohibited from procuring any other person to trade in those Securities and from directly or
indirectly communicating the information to another person who the Employee believes is
likely to trade in, or procure another person to trade in, those Securities.

It is important that any Employee who possesses inside information that is not generally
available does not pass that information on to any other party or person or recommend or
otherwise suggest to any person or Associates to trade in Company Securities.

Accordingly, this Code applies equally to persons acting for Employees or with whom it may
appear Employees may communicate the inside information that is, the spouse, children,
family trusts, family companies of Employees or other Associates of Employees must not
trade in Company Securities otherwise than in accordance with this Code.

Employees should also ensure that, before any external body of which they are a member,
director, representative or trustee (for example, personal or family superannuation funds)
undertakes any transaction regarding Company Securities, any trading in Company
Securities complies with this Code.

This Code will be administered by the Company Secretary with input from the Chair. The
Company Secretary will be available to answer any questions any Employee may have in
relation to the Code. However, neither the Company nor the Company Secretary is to be
held responsible for any answers or any act or omission by any Employee in reliance on
those answers. It is each Employee’s responsibility to comply with the law, so if any
Employee is in any doubt legal advice should be obtained.

This Code is subject to regular review by the Board and will be amended as and when
appropriate.