Terraquest Ltd. Anti-Bribery and Anti-Corruption Policy

1. PURPOSE

Terraquest Ltd. (“Terraquest” or the “Company”) is committed to conducting its business in accordance with all applicable laws, rules and regulations and the highest ethical standards.

The purpose of this Anti-Bribery and Anti-Corruption Policy (the “Policy”) is to reiterate Terraquest’s commitment to full compliance by the Company, and its officers, directors, employees and agents with Canada’s Corruption of Foreign Public Officials Act (“CFPOA”), the U.S. Foreign Corrupt Practices Act (“FCPA”), and any local anti-bribery or anti-corruption laws that may be applicable. This Policy provides guidelines for compliance with the CFPOA, FCPA, and Company policies applicable to Terraquest’s operations world-wide.

For the purposes of this Policy, a “contractor” or “supplier” is defined as a third-party entity or individual who provides, and receives payment for, services or goods related to any aspect of a Terraquest operation, and includes consultants and subcontractors. A “non-supplier vendor” is defined as a third-party individual, company, organization, and/or Government or Government- related entity that will receive payment from Terraquest but will not provide goods or services in return.

2. SCOPE

This Policy is applicable to every employee of Terraquest, including senior executive and financial officers, and to members of Terraquest’s Board of Directors. The reporting requirement of this Policy is also applicable to Terraquest’s contractors and suppliers. This Policy is intended to supplement all applicable laws, rules, and other corporate policies. It is not intended to supplant any local laws.

3. DEFINITION

Corruption is the misuse of public power for private profit, or the misuse of entrusted power for private gain. Bribery is the offer, promise, or payment of cash, gifts, or even excessive entertainment, or an inducement of any kind offered or given to a person in a position of trust to influence that person’s views or conduct or to obtain an improper advantage. Bribery and corruption can take many forms, including the provision or acceptance of:

  • Cash payments;
  • Phony jobs or “consulting” relationships;
  • Kickbacks;
  • Political contributions;
  • Charitable contributions;
  • Social benefits; or
  • Gifts, travel, hospitality, and reimbursement of expenses

4. POLICY REQUIREMENTS

Terraquest personnel and agents are strictly prohibited from offering, paying, promising, or authorizing:

  • any payment or other thing of value;
  • to any person;
  • directly or indirectly through or to a third party;
  • for the purpose of (i.e., in exchange for);
  • causing the person to act or fail to act in violation of a legal duty;
  • or for causing the person to abuse or misuse their position; or for securing an improper advantage, contract or concession;
  • for Terraquest or any other party

any such payment or activity, is deemed an “Improper Payment Activity”

To promote compliance with anti-corruption laws in Canada, the United States, and other applicable jurisdictions, no Terraquest personnel shall undertake any Improper Payment Activity in respect of a foreign official, a domestic official, or a person doing business in the private sector.

In addition, Terraquest’s books and records must correctly record both the amount and a written description of any transaction. Terraquest personnel must ensure that there is a reasonable relationship between the substance of a transaction and how it is described in the Company’s books and records.

It is contemplated that Terraquest will institute detailed procedures and standards related to training, due diligence, the recording of transactions, and other areas, to implement the terms of this Policy. In particular, Terraquest will institute standards and procedures for:

  • Sponsoring travel of government or government officials;
  • Direct and in-kind support for government or government officials;
  • Security support for public law enforcement;
  • Per diems for government officials;
  • Agreements with government-affiliated third parties, including those who may interact with the government on Terraquest’s behalf or benefit;
  • Meals, gifts, and entertainment for government officials;
  • Charitable and cultural donations to government or government officials, or to those parties affiliated with them; and
  • Political contributions.

5. AUDITS

Audits of Terraquest operating units, and contractors may be conducted periodically to ensure that the requirements of this Policy and applicable procedures and guidelines are being met. Audits may be conducted internally by Terraquest, or externally by retained third parties. Audit documentation shall include performance improvement action plans.

6. WAIVER

There is no permitted deviation or waiver from this Policy. All employees and contractors of Terraquest will read this Policy and execute the attached Certification.

7. DISCIPLINE

Any employee or contractor who violates the terms of this Policy will be subject to disciplinary action or termination, as applicable. Any employee who has direct knowledge of potential violations of this Policy but fails to report such potential violations to Company management will be subject to disciplinary action. Any employee who misleads or hinders investigators inquiring into potential violations of this Policy will be subject to disciplinary action. In all cases, disciplinary action may include termination of employment. Any third party agent who violates the terms of this Policy, who knows of and fails to report to Terraquest management potential violations of this Policy, or who misleads investigators making inquiries into potential violations of this Policy, may have their contracts re-evaluated or terminated.

8. REFERENCES

For reference: