Wallace Hill Partners Ltd.

(the “Company”)

TRADING POLICY

The Company is an investment company whose investment thesis is to allocate capital towards North-American businesses that are early-stage or private, alongside a conservative allocation towards Blue-Chip American companies.
. Certain affiliates of the Company: Gold Standard Media, LLC, Future Money Trends LLC, Wealth Research Group, LLC, Portfolio Wealth Global, LLC, Crush the Street, and SHTFPlan (collectively, the “Marketing Companies”), are in the business of providing marketing and investor relations campaigns (a “Campaign”) on behalf of reporting issuers (each an “Issuer”). As an investment company, the Company may buy or sell shares of such Issuers in accordance with its investment philosophy, specifically:

  • The Company may routinely sell the securities of an Issuer before, during, or after a Campaign.
  • Selling of an Issuer’s securities may result in substantial profits to the Company.
  • The Company’s buying and selling activities may result in increases in the total trading volume of the securities of an Issuer, which may prove advantageous to the Company’s selling activities.
  • The Company’s buying and selling activities may result in the investing public having to sell at lower trading process, especially if the Company is selling material amounts of an Issuer’s shares.

In light of the foregoing, the procedures and restrictions set forth in this Policy are only a general framework to assist Company in ensuring that any purchase or sale of securities of an Issuer during a Campaign or otherwise occurs without actual or perceived violation of applicable Canadian securities laws.

APPLICATION

Persons who are Subject to this Policy

All the following persons are in a “special relationship” with the Company and are required to observe and comply with this Policy:

  1. all directors, officers and employees of the Company;
  2. any other person retained by or engaged in business or professional activity with or on behalf of the Company or any of its subsidiaries (such as a consultant, independent contractor or adviser) who routinely comes into contact with Inside Information (as defined herein);
  3. any family member, spouse or other person living in the household or a dependent child of any of the individuals referred to in subsection 2(a) and (b) above; and
  4. partnerships, trusts, corporations, registered plans or other equivalent over which any of the above- mentioned individuals exercise control or direction.

For the purposes of this Policy, the persons listed above are collectively referred to as “Company Affiliates”. Part (c) and (d) should be carefully reviewed by Company Affiliates; those parts have the effect of making various family members or holding companies or trusts of the persons referred to in parts (a) and (b) subject to the Policy.

Trades that are Subject to this Policy

Under this Policy, all references to trading in securities of an Issuer includes any sale or purchase of securities of the Issuer, including the exercise of stock options granted under an Issuer’s long-term incentive plan or the exercise of share purchase warrants.

INSIDE INFORMATION

“Inside Information” means:

  1. a change in the business, operations or capital of an Issuer that would reasonably be expected to have a significant effect on the market price or value of the securities of the Issuer which includes any decision to implement such a change by the board of directors of Issuer (the “Board”) or by senior management who believe that confirmation of the decision by the Board is probable);
  2. a fact that would reasonably be expected to have a significant effect on, the market price or value of the securities of the Issuer; or

any information which is not generally available to the public that a reasonable investor would be likely to consider important in deciding whether to buy, hold or sell securities of the Issuer.

in each case, which has not been generally disclosed. Examples of information that may constitute Inside Information are set out in Schedule A attached hereto.

PROHIBITION AGAINST TRADING ON INSIDE INFORMATION

During the course of a Campaign, Company Affiliates may come into contact with undisclosed inside information with respect to an Issuer. Company Affiliates must not engage in the trading of securities of an Issuer with the knowledge of Inside Information until:

  1. such Inside Information has been generally disclosed, including by way of press release distributed through a widely circulated news or wire service or through a filing made with a securities regulatory authority; or
  2. the Inside Information ceases to be material.

In addition, Company Affiliates must not make any trades in securities of an Issuer during the black- out periods described under the heading “Restrictions on Trading of Company Securities” below.

RESTRICTIONS ON TRADING OF COMPANY SECURITIES

Black-out Periods

Neither the Company nor any Company shall not trade in securities of an Issuer which has been engaged by one of the Marketing Companies during the period commencing on the date that agreement for the provision of marketing services is entered into until the date that is three (3) trading days from the date that such marketing engagement is disclosed in a news release by the Issuer.

SCHEDULE A

Common Examples of Possible Inside Information (this list is not exhaustive):

  1. Proposed changes in capital structure including stock splits and stock dividends
  2. Proposed or pending financings
  3. Material increases or decreases in the amount of outstanding securities or indebtedness
  4. Proposed changes in corporate structure including changes in share ownership that may affect control of the company, amalgamations, and major reorganizations
  5. Acquisitions of other companies, including a take-over bid for, or merger with, another company
  6. Significant exploration results
  7. Material increases, decreases and reclassifications of mineral reserves or resources
  8. Material acquisitions or dispositions of assets
  9. Material changes or developments in products or contracts which would materially affect earnings upwards or downwards
  10. Material changes in the business of an Issuer
  11. Changes in senior management or control of an Issuer
  12. Bankruptcy or receivership
  13. Changes in an Issuer’s auditors
  14. The financial condition and results of operations of an Issuer
  15. Material changes in projections of future earnings or losses
  16. Indicated changes in revenues or earnings upwards or downwards of more than recent average size
  17. Material legal proceedings
  18. Defaults in material obligations
  19. Proposed transactions with directors, officers or principal securityholders
  20. Proposed granting of options or payment of other compensation to directors or officers outside of the publicly disclosed compensation policy