Bardoc Gold : Securities Trading Policy

23 SEPTEMBER 2020

ASX RELEASE

REVISED SECURITIES TRADING POLICY

Bardoc Gold Limited (ASX:BDC) (Company) advises that in accordance with ASX Listing Rule 12.10, the Company revised its Securities Trading Policy which forms part of the Company's Corporate Governance charter.

A copy of the revised Securities Trading Policy is attached.

Authorised for Release

Robert Ryan

Chief Executive Officer

For further information contact:
INVESTORS:		MEDIA:
Robert Ryan	Bardoc Gold Limited	Nicholas Read	Read Corporate
Telephone:	[phone]	Telephone:	0419 929 046
Email:	[e-mail]	Email:	[e-mail]

Bardoc Gold Limited | ABN 40 125 578 743

130 Stirling Highway, North Fremantle WA 6159 | Locked Bag 4, North Fremantle WA 6159 | Australia Tel [phone] | Fax [phone]

www.bardocgold.com

SECURITIES TRADING POLICY

INTRODUCTION

These guidelines set out the policy on the sale and purchase of securities in Bardoc Gold Limited (ACN 125 578 743 (Company)) by its Directors and employees.

Directors of the Company and employees are encouraged to be long-term holders of the Company's securities. However, it is important that care is taken in the timing of any purchase or sale of such securities.

The purpose of these guidelines is to assist Directors and employees to avoid conduct known as 'insider trading'. In some respects, the Company's policy extends beyond the strict requirements of the Corporations Act 2001 (Cth).

Additional trading restrictions apply to:

• All directors (and any of their associates);
• Key management personnel ("KMP"), as defined in Australian Accounting Standard AASB 124: Related Party Disclosure; and
• Any other employees, contractors or consultants of the Company considered appropriate by the Managing Director and Company Secretary from time to time.

WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY?

This policy applies to both the sale and purchase of any securities of the Company and its subsidiaries on issue from time to time.

WHAT IS INSIDER TRADING?

PROHIBITION

Insider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of insider trading if:

1. that person possesses information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the
   Company's securities (i.e. information that is 'price sensitive'); and
2. that person:
3. 1. buys or sells securities in the Company; or
   2. procures someone else to buy or sell securities in the Company; or
   3. passes on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell the securities or procure someone else to buy or sell the securities of the Company.

Bardoc Gold Limited | ABN 40 125 578 743

130 Stirling Highway, North Fremantle WA 6159 | Locked Bag 4, North Fremantle WA 6159 | Australia Tel [phone] | Fax [phone]

www.bardocgold.com

EXAMPLES

To illustrate the prohibition described above, the following are possible examples of price sensitive information which, if made available to the market, may be likely to materially affect the price of the Company's securities:

1. the Company considering a major acquisition or disposal of assets;
2. the threat of major litigation against the Company;
3. the Company's sales and profit results materially exceeding (or falling short of) the market's expectations;
4. a material change in debt, liquidity or cash flow;
5. a significant new development proposal (e.g. new product or technology);
6. the grant or loss or a major contract;
7. a management or business restructuring proposal;
8. a share issue proposal;
9. an agreement or option to acquire an interest in a mining tenement, or to enter into a joint venture or farm-in or farm-out arrangement in relation to a mining tenement; and
10. significant discoveries, exploration results, or changes in reserve/resource estimates from mining tenements in which the Company has an interest.

DEALING THROUGH THIRD PARTIES

A person does not need to be a Director or employee of the Company to be guilty of insider trading in relation to securities in the Company. The prohibition extends to dealings by Directors and employees through nominees, agents or other associates, such as family members, family trusts and family companies (referred to as "Associates" in these guidelines).

INFORMATION HOWEVER OBTAINED

It does not matter how or where the person obtains the information - it does not have to be obtained from the Company to constitute inside information.

EMPLOYEE SHARE SCHEMES

The prohibition does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. However, the prohibition does apply to the sale of shares acquired under an employee share scheme and also to the sale of shares acquired following the exercise of an option granted under an employee option scheme.

BDC Corporate Governance | Securities Trading Policy

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GUIDELINES FOR TRADING IN THE COMPANY'S SECURITIES - CLOSED

PERIODS

Additional restrictions on trading in the Company's securities apply to directors of the Company, all key management personnel and any other employees of the Company considered appropriate by the Managing Director/Chief Executive Officer and Company Secretary from time to time (Restricted Persons).

GENERAL RULE

The time for any Director or KMP (Restricted Persons) to buy or sell Company securities is not permitted during:

1. the period commencing on the fifteenth (15th) day of the month in which the Company is required to release its Quarterly Activities Report and Quarterly Cashflow Report to the Australian Securities Exchange (ASX) (Quarterly Reports) in accordance with the ASX Listing Rules, and ending one (1) days following the date of release of the Quarterly Reports.
2. the period commencing one week prior to the release of the Company's half year results;
3. the period commencing one week prior to the release of the Company's full year results.

The Company may at its discretion vary this rule in relation to a particular period by general announcement to all KMP either before or during the period.

However, if a Director, KMP or any employee of the Company is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company's securities at any time.

NO SHORT-TERM TRADING IN THE COMPANY'S SECURITIES

Directors and KMP should never engage in short-term trading of the Company's securities except for the exercise of options where the shares will be sold shortly thereafter.

SECURITIES IN OTHER COMPANIES

Buying and selling securities of other companies with which the Company may be dealing is prohibited where an individual possesses information which is not generally available to the market and is 'price sensitive'. For example, where an individual is aware that the Company is about to sign a major agreement with another company, they should not buy securities in either the Company or the other company.

EXCEPTIONS

1. Directors and all employees may at any time:
2. 1. acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares;
   2. acquire Company securities under a bonus issue made to all holders of securities of the same class;
   3. acquire Company securities under a dividend reinvestment, or top-up plan that is available to all holders or securities of the same class;
   4. acquire, or agree to acquire or exercise options under a Company Share Option Plan;
   5. withdraw ordinary shares in the Company held on behalf of the employee in an employee share plan where the withdrawal is permitted by the rules of that plan;

BDC Corporate Governance | Securities Trading Policy

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