Securities regulations applicable in Canada require registered firms to comply with certain rules in relation to client disclosure, especially with respect to disclosure regarding conflicts of interest and risks of investing. By signing the Acknowledgement of Client Disclosure Form, attached to this document, you are acknowledging that you have received, read and understood the contents of this document.

Information about WhiteHaven

WhiteHaven Securities Inc. (WHS) is an Exempt Market Dealer operating in the Province of Alberta, British Columbia, Ontario and Quebec and a Mutual Fund Dealer in the Province of Quebec.

WhiteHaven Asset Management Inc. (WHAM) is a Portfolio Manager in the Province of Alberta, British Columbia, Manitoba, Ontario and Quebec, a Derivatives Portfolio Manager in the Province of Quebec and an Investment Fund Manager in the Province of Ontario and Quebec.

Both WHS and WHAM are owned by WhiteHaven Holding Inc. (WHH). Athanasios Baltzis, the Ultimate designated Person of WHS and WHAM, controls and is the majority owner of WHH.

In this document, we will refer to WHS and to WHAM as “WhiteHaven”.

WhiteHaven is a member of the Investment Funds Institute of Canada (IFIC) with the Autorité des marchés financiers (AMF) in Quebec as its primary regulator. WhiteHaven endorses and adheres to the IFIC Code of Ethics and the IFIC Privacy Code. We meet or exceed the provincial securities regulator’s requirements for bonding insurance, protecting those investments administered by our firm. In addition each representative maintains an individual Errors and Omissions liability insurance coverage.

Conflict of Interest Disclosure

WhiteHaven wishes to inform its clients of how it identifies and responds to conflicts of interest in order to control their impact. We consider there to be a conflict of interest where the interests of different parties, such as interests of a client and those of WhiteHaven or any individual acting on its behalf could be inconsistent or divergent. We strive to identify all existing material conflicts of interest, and material conflicts of interest that we, in our reasonable opinion, would expect to arise. We are taking protective measures to anticipate reasonably foreseeable conflicts and assess the materiality of those conflicts.We then assess the level of risk associated with each conflict and address any conflict in the client’s best interest that is, putting the interests of clients first, ahead of WhiteHaven’s own interests and any other competing considerations. We avoid any situation that cannot be addressed in the best interest of the client, would entail a serious conflict of interest or represent too high a risk for clients or the integrity of the markets. In any other situation entailing a conflict of interest, we ensure that appropriate measures are implemented to control the conflict of interest effectively.

The following are some of the general conflicts of interest that may affect the service we provide to you.

We attach as Schedule B to the document, the most recent list of all conflicts of interests which provides more details as to the specific conflicts of interests that may affect you. Schedule B will be updated from time to time and an updated version will be posted on our website at www.whitehaven.ca/COID.

Disclosure in respect of securities of Associated, Related and Connected Issuers

WhiteHaven may deal in the securities of entities or people that are associated, related or connected to it.

When WHAM wishes to cause a portfolio managed by it to purchase a security of an issuer in which a Responsible Person (as such expression is defined in Schedule A hereto) or an associate of a Responsible Person is a partner, officer or director of this issuer (an “Associated Issuer”), National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations requires that (i) such fact be disclosed to the clients and (ii) before the purchase, a written consent of the client to the purchase be obtained.

WhiteHaven established the following policies aimed at avoiding any conflicts of interest that may arise as a result of WhiteHaven’s relationship with Related Issuers and Connected Issuers (as such expressions are defined in Schedule A hereto) and ensuring that all investment decisions and their execution are made in the best interest of WhiteHaven’s clients:

All investment decisions or trades relating to purchases and sales of client portfolio securities will be made in the ordinary course of business. WhiteHaven will maintain operational and decision- making autonomy in the management of clients’ funds and the selection of portfolio investments on the basis of the business judgment of responsible representative uninfluenced by considerations other than the best interest of the clients.

WhiteHaven may, from time to time, use its discretion to purchase or sell securities of any Related Issuer and/or Connected Issuer. However, WhiteHaven will only do so if:

  • it considers a purchase or sale to be in the best interests of its client;
  • any purchase will not give rise to any duplication of management fees for WhiteHaven, or an affiliate thereof; and
  • the prior client consent has been obtained.

Services Provided to the Exempt Market Issuers and Related Operating Entities

In connection with entities for which WHS acts as exempt market dealer, in addition to the compensation it receives as a selling agent in connection with the issuance of units of such entities, WHS, its subsidiaries and its affiliates may also provide services to such entities, their affiliates and/or related operating company, such as, though not limited to, the following services, for which they receive compensation:

  • Financing solutions services, such as raising new capital to support a growth or acquisitions, refinancing existing debt or accessing new debt including senior debt, mezzanine debt, high yield, realizing value through a recapitalization, or raising capital in situations involving financial stress;
  • Part time chief financial officer services, including financial management, strategic management, business development, taxation and legal support;
  • Strategic advice, including financial planning, advice in establishing a management framework, and business model innovation and operational efficiency advice;
  • Acquisition advisory services, including evaluating potential targets, assessing valuations, participating in negotiations and coordinating deals;
  • Divestiture advisory services, such as evaluating what business needs to be divested or carved-out, evaluating available strategic and financial options, helping identify potential buyers and coordinating the negotiation process; and
  • Administrative services, such as secretarial services, coordinating the provision of other services with service providers, concierge services, and the performance of any and all tasks, duties, responsibilities and actions necessary to administer the business a business.

It should be noted that such services are offered at market standard rates or at arm’s-length terms.

Specific disclosures regarding this matter are provide in the Schedule B to this document.

Supervision

Some members of WhiteHaven’s management team, directors or shareholders, including the ultimate designated person and chief compliance officer may act as representatives of WhiteHaven, while having compliance functions. WhiteHaven has taken measures to ensure that the supervision of these representatives remains as effective as possible notwithstanding their other functions for WhiteHaven. A list of the management functions which are held by people who also act as representative is included in Schedule B to this document.

Should Compliance identify, or be made aware of, any issue involving a representative who is also a member of management, such person shall report his findings straight to the board of directors of WHS or WHAM, as the case may be.

Fair Allocation Amongst Clients

WHS is engaged to act as an exempt market dealer and/or mutual fund dealer by various clients. At times, WhiteHaven may make the same investment for one or more of its clients or amongst its clients. Similarly, WHAM acts as portfolio manager for various accounts. As access to some of these investment may be limited or offered at different prices, conflicts between the treatment of different clients may occur.

In order to ensure fairness in the allocation of investment opportunities it offers to its clients, WhiteHaven will allocate investment opportunities with consideration to the prime determinants of market exposure, cash availability and industry sector exposure and with regard to the suitability of such investments to each client. Investment decisions and trades shall be made on the basis of the judgment of a responsible representative uninfluenced by considerations other than in the best interest of its clients.

Fees

WHS typically receives its fees from the manufacturer of the investment product it distributes. Such fees, which can take the form of up front commissions, deferred commissions and/or trail fees are described in the offering documents relating to each such investment product.

WHS receives a reimbursement of expenses from issuers to cover the costs of due diligence relating to WHS’s onboarding process. Issuers cover these due diligence expenses whether they are onboarded by WHS or rejected.

Should the mutual funds be held in a RRSP, RRIF or other tax deferral plans, the trustee of the plan may annually deduct a trustee fee from the funds. The trustee may also charge a deregistration fee and transfer out fee.

Personal Interests and Outside Business Activities

In the ordinary course of performing their duties, our directors, officers, employees, representatives and agents may find their personal interests are in potential conflict with those of a client. For example, our management team may, from time to time, personally wish to invest in certain investment products of issuers in which WhiteHaven is invested, may act as director or officer of such issuers or have business relationships with the issuers in which WhiteHaven invests or with advisors or service providers of such issuers.

We have developed a policy governing employees which state that our personnel must never put their own interests ahead of their responsibilities toward clients or WhiteHaven. It also reinforces the fact that any material conflict of interest must be addressed in a manner that is fair, equitable, transparent and consistent with the clients’ best interests.

When personnel engage in certain activities, interests or associations outside WhiteHaven, a conflict of interest may arise between the person’s personal interests and those of WhiteHaven and its clients. WhiteHaven has developed a policy that governs personnel’s outside business activities and to which all personnel must adhere. In few circumstances, an employee of WhiteHaven may serve on the board of directors or other governing body of a publicly traded company. Further, WhiteHaven has implemented a notification and pre-approval process to restrict any outside business activity that would interfere or give the appearance of interfering with an employee’s ability to act in the best interests of, or perform work for, WhiteHaven and its clients.

Employees are reminded quarterly regarding the importance of the reporting of outside business activities and are encouraged to communicate with Compliance if they have any questions regarding what constitutes a reportable outside business activity.

A list of the most important conflicts arising out of Personal Interests and Outside Business Activities is attached hereto as Schedule B.

Personal Trading

All WhiteHaven employees are required to put the interests of clients ahead of their own personal interests and must comply with the personal trading policy in effect. WhiteHaven believes that in order to avoid any potential for conflict of interest, its employees and other covered persons must not invest in any securities other than mutual funds, pooled funds, market indices and their derivatives (e.g. iShares, listed futures) of any equity asset class managed by WhiteHaven. Furthermore, if mutual funds or pooled funds managed by WhiteHaven are purchased, a one-month holding period applies. From time to time, some Representatives and employees of WhiteHaven may invest in exempt market products distributed by WhiteHaven, but WhiteHaven employees and Representatives are required to report all personal transactions to Compliance for pre-approval.

Privileged Information

The use of privileged information (also referred to as material non-public information) and the disclosure of such information to any person not entitled to receive it are prohibited. Moreover, no personnel of WhiteHaven may trade, either personally or on behalf of others (such as investment funds and private accounts managed by WhiteHaven), while in the possession of material, non-public information.

Gifts and Entertainment

Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest for WhiteHaven. The overriding principle is that all WhiteHaven employees should not accept inappropriate gifts, favours, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to an individual or firm.

WhiteHaven has adopted and implemented firm policies in order to prohibit any person acting on its behalf from paying or accepting any fee or commission, or providing or receiving any non- monetary benefit that is likely to conflict to a material extent with any duty that WhiteHaven owes to its clients or any duty which the recipient firm owes to its clients.

Referral Arrangements

WhiteHaven has referral arrangements with certain parties, pursuant to which that party may market, promote and introduce certain clients to WhiteHaven. Under these referral arrangements, the other party generally receives a referral fee from WhiteHaven for its referral services. Under Canadian regulations, WhiteHaven is required to disclose the nature of such referral arrangements, including the fees WhiteHaven pays such parties. Such disclosure is included in the document attached hereto as Schedule B.

Compliance is notified of the referral arrangements involving a shared commission. Prior to accepting to act in furtherance thereof, Compliance reviews the file to ensure that all conflict of interests are controlled. Compliance also ensures that Representatives are performing their duties adequately and that all regulatory requirements are met and that all internal policies are respected.

Proxy Voting

A Proxy Voting Policy was put in place for Clients of WHAM, who may always request to receive proxy- related materials if they wish to and may also request to obtain information on the manner in which their shares were voted in their favor.

Trading Error

WhiteHaven has the responsibility to effect orders correctly, promptly and in the best interests of its clients. Should any error occur in the handling of any client transactions due to WhiteHaven’s actions, inaction, or actions of others, WhiteHaven’s policy is to seek to identify and correct any errors as promptly as possible without disadvantaging the client or benefiting WhiteHaven in any way

Other conflicts of interest

Other potential or actual conflicts of interest may arise. We will continue to take the necessary steps to identify and respond to such situations fairly and reasonably, and update our policies as required. Where not avoided, any material conflicts of interest will be disclosed to you as they arise.

Risk of Investing

Investing in the Exempt Market

Exempt market products are a high-risk investment and are primarily available to accredited or eligible investors, as defined by securities regulation.

An investment in exempt market products may requires a long-term commitment with no certainty of return. An exempt market investment may not generate income. Therefore, the return of capital and the realization of gains, if any, from some exempt market investments can occur upon the partial or complete realization or disposition of such investments.

An investment in exempt market products is suitable only for certain investors that have no need for immediate liquidity in their investment, who understand that they may lose all or a significant portion of their invested capital.

Investing in a Mutual Fund

Mutual funds are a type of pooled investments. In other words, they own different types of investments, including, but not limited to stocks, bonds and cash or cash-equivalent securities. The value of these investments will change from day-to- day. Consequently, the value of the securities held by a mutual fund may go up and/or down and the value of your investment in a mutual fund may vary from when you purchased it. Past performance of mutual funds is not necessarily a guarantee of future performance.

Risk of Borrowing to Invest

If the investments go down in value and you have borrowed money, your losses would be larger than had you invested using your own money. Whether your investments make money or not you will still have to pay back the loan plus interest. You may have to sell other assets or use money you had set aside for other purposes to pay back the loan. If you used your home as security for the loan, you may lose your home. If the investments go up in value, you may still not make enough money to cover the costs of borrowing. You should only consider borrowing to invest if you are comfortable taking on debt to buy investments that may go up or down in value, you have a stable income allowing you to back the loan without relying on the return on the investments. You should not borrow to invest just to receive a tax deduction. Interest costs are not always tax deductible. You may not be entitled to a tax deduction and may be reassessed for past deductions. You may want to consult a tax professional to determine whether your interest costs will be deductible before borrowing to invest. Your advisor should discuss with you the risks of borrowing to invest.

Market Risk

The value of each type of financial instrument held in your managed account may fluctuate dramatically as a result of different market factors including the price or level of any underlying reference asset, the level of interest rates, credit quality of the issuer and, where applicable, the guarantor, foreign exchange rates, volatility, liquidity and, if relevant, the tenor remaining on the relevant financial instrument. The value of any financial instrument in your managed account may very quickly fall as well as rise and, can also become valueless. Investing in financial instruments is as likely to incur losses as it is to make profit. Past performance should not be an indicator of future performance.

Concentration Risk

In general, investing in funds with concentrated exposures to (i) particular asset class(es) and/or (ii) a particular sector and/or (iii) one or a select few markets involves greater risk than investing in funds that have greater diversification.

Credit Risk

When a company or government issues a fixed income security, it promises to pay interest and repay a specified amount on the maturity date. Credit risk is the risk that the company or government will not live up to that promise. Some companies and governments that borrow money, and the fixed income or debt securities they issue, are rated by specialized rating agencies. High- quality securities have high ratings, such as “A” or better. A rating of “A” or better indicates that an issuer’s capacity to meet its financial commitments on those obligations is extremely strong. The riskiest fixed income securities are those with a low credit rating or no credit rating at all. These securities usually offer higher interest rates to compensate for the increased risk.

Equity risk

The equity market will fluctuate based on a variety of factors including general economic and market conditions, interest rates, political developments, investor sentiment and changes within the company that issues the particular security.

Liquidity Risk

In relation to a financial instrument, liquidity is the possibility of purchasing or selling such financial instrument at any time at prices in line with the market. Where a financial instrument is liquid, this

means that there is sufficient supply and demand in the market for the transaction to be completed immediately. However, where a financial instrument is illiquid, this means that supply or demand is either insufficient or non-existent and, as a consequence, that the purchase or sale of such financial instrument may not be possible at the desired time and/or the desired price or at all. Liquidity can be an issue particularly in dealings in shares of small and medium sized companies, structured notes, fixed income securities, certain alternative investments such as hedge funds or commodities, investments with sales restrictions or in certain emerging markets. WhiteHaven is under no obligation to make a market price for you if a favourable price level cannot be obtained or if there is no buyer in the market or to buy back any financial instrument from you. Therefore, if a particular financial instrument proves to be illiquid and difficult or impossible to sell, you may have no option but to either sell such financial instrument at a loss (if it can be sold at all) or hold the financial instrument until its designated maturity date or until such time that it is possible to sell the financial instrument. This may entail the opportunity cost of having to forgo other attractive investment opportunities.

Exchange Rate Risk

(a) Where an investment in a financial instrument is denominated in a foreign currency or in a currency which is different from the currency in which you carry on your ordinary business or keep your accounts or (b) where an underlying investment transaction or reference asset is denominated in a currency which is different from the currency that you invested or transacted in, there is a risk that any exchange rate fluctuations or controls (where applicable) may (i) affect the applicable exchange rate and result in you receiving reduced coupons, cash settlement amounts and/or incurring a loss of principal when converted into your local currency and/or (ii) make it impossible or impracticable for the issuer or WhiteHaven (as applicable) to pay you in the original settlement currency.

Interest Rate Fluctuation and Inflation Risk

If you are invested in bonds and other fixed income securities, a significant influence on the value of your investments will vary according to the general level of interest rates. The general level of interest rates is in part affected by the rate of inflation. If interest rates fall, the value of your investments units will tend to rise. If interest rates rise, the value of your investments will tend to fall. The purchasing power of savings may decline due to a general rise in prices.

Derivatives risk

A derivative is an investment whose value is based on the performance of other investments or on the movement of interest rates, exchange rates or market indexes. Derivatives are often used for hedging against potential losses because of changes in interest or foreign exchange rates. Derivatives also allows investors to invest indirectly, for example to invest in the returns of a stock or index without actually buying the stock or all the stocks in the index. This would be done where it is cheaper for an investor to buy and sell the derivative or the derivative is safer.

Derivatives have their own special risks. Here are some of the common risks:

  • hedging with derivatives may not always work and it could restrict an investor’s ability to increase in value;
  • there is no guarantee that WhiteHaven will be able to obtain a derivative contract when it needs to, and this could prevent an investor from making a profit or limiting a loss;
  • a securities exchange could impose limits on trading of derivatives, making it difficult to complete a contract;
  • the other party in the derivative contract might not be able to honour the terms of the contract;
  • the price of a derivative might not reflect the true value of the underlying security or index;
  • the price of a derivative based on a stock index could be distorted if some or all of the stocks that make up the index temporarily stop trading;
  • derivatives traded on foreign markets may be harder to close than those traded in Canada; and
  • in some circumstances, investment dealers and futures brokers may hold some of an investor’s assets on deposit as collateral in a derivative contract. This increases risk because another party is responsible for the safekeeping of the assets.

Specific Disclosure in the Offering Documents

Before making an investment, the client must ensure to carefully review the risk disclosure provided in the offering documents (eg. prospectus, fund fact, offering document, investment policy statement) of the investment.

Account Related Disclosure

Suitability of Orders – Accepted / Recommendation Made

WhiteHaven Securities Inc. and your advisor are required under securities legislation Rules to ensure that each recommendation made to you is suitable based on your investment objectives, risk tolerance and other personal circumstances. We are also required to make a suitability determination on any proposed trades, including those proposed by you, the client.

In addition to assessing suitability at the time of the account opening, the following circumstances will trigger an assessment of the suitability of the investments in your account:

  • If you transfer assets from another institution into your account with WhiteHaven Securities Inc.;
  • When we become aware of a material change in your personal and financial situation;
  • If you change financial advisors with WhiteHaven Securities Inc.

The Dealing Representative has the right, solely for their own protection, to determine in their discretion whether or not any order for transactions in mutual funds or exempt products is acceptable and whether to execute said order.

Account Statements and Reporting

WhiteHaven will provide you with a quarterly statement for each of your accounts, which will contain information about your investment holdings and any transactions that occurred during the period. On an annual basis, as part of your year-end account statement, WhiteHaven Securities Inc. will provide you with annual reporting on the performance of your Investments Every statement, confirmation or other communication sent by WhiteHaven to you shall be deemed to have been acknowledged as correct, approved and consented to by you unless WhiteHaven shall have received written notice to the contrary within thirty days after it is sent to you.

Personal Information

All personal information provided by you will solely be used for the purpose of administering your account(s), evaluating your needs and corresponding with you. Access to your personal information at WhiteHaven Securities Inc will be limited to:

  • Employees, dealing representatives of WhiteHaven Securities and affiliates;
  • Mutual fund companies and third-party intermediaries who administer your accounts;
  • Regulatory bodies authorized by law;
  • Those to whom you have granted permission.

Members of WHS, mutual fund companies and third-party intermediaries are prohibited from disclosing your personal information to unauthorized parties. Under the Personal Information Protection and Electronic Documents Act (PIPEDA), you have the right to request access to your personal information. You also have the right to correct any inaccurate information.

If you wish to access your personal information, please submit your request in writing via fax, email or regular mail to:

Privacy Officer

1595 Daniel-Johnson Boulevard, Suite 300 Laval (Quebec), H7V 4C2

Fax: (514) 800-2145

compliance@whitehaven.ca

WHS is committed to protecting your personal information and will responsibly collect and use this information for the purposes intended. WhiteHaven Securities Inc. is also committed to being as open and transparent in the way we handle your personal information.

Client Assets

WHS does not act as a custodian or an intermediary, and as such all client assets are held in client name.

WHAM clients may hold their accounts with the custodian of their choice, and may give permission to WHAM to issue trading instructions on their behalf.

Under no circumstances are assets held by or at WhiteHaven, nor are any cheques, withdrawals, payments, or other such disbursements of funds made payable to WhiteHaven, its advisors, or any other employees or representatives of WhiteHaven.

Benchmarks

Comparing your portfolio’s performance to that of an appropriate benchmark is a useful exercise for monitoring purposes. Benchmark comparisons can help you determine if your investment approach is delivering the desired results, or whether changes might be called for. Investment benchmarks are also helpful for developing realistic expectations about returns your portfolio can generate over the long term.

Procedure Regarding the Handling of Cash and Cheques

WhiteHaven cannot under any circumstance accept cash for the purchase of securities. Your purchase can be done using a personalized cheque made payable to either the “issuer” or the fund management company from which you are purchasing your securities. Under no circumstance should a cheque be made payable to your advisor or another person.

Account Closing

WhiteHaven may at its sole discretion terminate this agreement and require that you close or transfer your account to another dealer within a reasonable time limit, as determined by WhiteHaven. If you fail to do so, WhiteHaven may, without notice to you, deliver your account assets to you or liquidate your account, pay all outstanding payments owed to WhiteHaven and forward any balance to you. You acknowledge that the liquidation of your account may result in significant tax and other consequences to you. You accept full responsibility for such consequences and hereby waive any claim or right you have or may have against WhiteHaven with respect to the termination of this agreement and the closure, transfer or liquidation of your account.

Limited Authorization

You may, if you deem necessary, authorize WhiteHaven to arrange the execution on your behalf, on all current and future accounts that you conduct with WhiteHaven of orders for: purchases, switches or redemptions of mutual fund securities set out in the current prospectus of the mutual fund concerned. The Limited Authorization Form (LAF) will be provided to you by your representative and must be signed prior to execution of any trade. The Limited Authorization allows WhiteHaven to relay your instructions to a Fund company. WhiteHaven may not authorize any transactions on your behalf without specific instructions in each case. No discretionary trading may be carried out under the authority of the LAF.

Electronic Delivery of Documents

You have the option to receive electronic delivery of documents and/or statements. If you wish to consent to the electronic delivery, you will need to provide your acknowledgement and consent through WhiteHaven’s secure online website and by reviewing and signing the “E-delivery Consent Form” with your representative or acknowledge that option in the New Client Application Form.

Complaint & Claims Information

Clients who are not satisfied with a financial product or service have a right to make a complaint and to seek resolution of the problem. WhiteHaven takes client’s complaints seriously and wishes to resolve any dispute amicably, fairly and promptly. The following is to guide you on how to address any issues or concerns you might have with WhiteHaven or one of our representatives as well as provide you with all options available to you. Hereunder is a summary of WhiteHaven complaint handling policy and procedures (WH Complaint Policy). To obtain the full version, you can ask your representative for a copy or go to the following address: https://whitehaven.ca/en/complaints-policy/

You may consider retaining a lawyer to assist with the complaint. A lawyer can advise you of your options and recourses including filing a civil lawsuit. You should be aware that there are legal time limits for taking civil action. Once the applicable limitation period expires, you may lose rights to pursue some claims. Please note that filing a complaint and the examination process does not interrupt nor suspend the prescription period for bringing a court action.

How to File a Complaint With WhiteHaven

We encourage clients to make their complaint in writing or by email* where possible. Where client has difficulty putting their complaint in writing, they should advise us so that we can provide assistance. For confidential reason we will only deal with the client or another individual who has the client’s express written authorization to deal with us.

We advise you to gather and send us with your complaint all the documents and information relevant to your situation. Preparing yourself adequately will likely allow your problem to be resolved promptly and to your satisfaction.

Your complaint should be directed to the compliance department at:

1595 Daniel Johnson Boulevard, Suite 300, Laval, Quebec, H7V 4C2

Tel : (514) 875-9900

Fax: (514) 800-2145

compliance@whitehaven.ca

*Client who chooses to communicate by email should be aware of possible confidentiality issues regarding internet communications.

WhiteHaven’s Complaint Handling Procedure

WhiteHaven will provide you with an acknowledgment letter within 10 business days of receipt of your complaint. In the letter, we will specify the compliance officer responsible for the handling of your complaint and the contact information. We will also provide you with WH Complaint Policy (by including a copy of it or the link to the complaint page of our website where it is accessible)

Should we find it necessary for the assessment of your complaint, we might require of you to provide us documents or contact you in order to obtain certain information. Clients may contact us at any time to provide further information or to inquire as to the status of their complaint by contacting the individual handling their complaint or the compliance department.

Within 60 days of receipt of your complaint, upon conclusion of the investigation, WhiteHaven will provide you with a response letter. Should the investigation require more than 60 days, WhiteHaven will advise you of the timeline required.

We will provide you with a substantive response that will summarize your complaint, contain our findings and indicate our conclusion. It will also include a link to WH Complaint Policy on our website and a reminder about your options should your complaint not be handled or resolved to your satisfaction, including asking for the transfer of your complaint to the AMF (described hereafter). Our response to your complaint may be a resolution offer, a denial with reasons or another appropriate conclusion. If we offer you a financial settlement, we may ask you to sign a release and waiver for legal reasons.

We will respond to communications you send us after the date of our response to the extent necessary to implement a resolution or to address any new issues or information you provide.

Other Available Options

Autorité des marchés financiers (AMF)

*Quebec resident only*

In Quebec, the AMF, the regulatory body charged with administering the regulatory framework governing the financial sector, has as its mission to provide assistance to consumers and users of financial products and services, and to see to the implementation of protection and compensation programs for these consumers. The AMF operates an Information Centre to answer investors’ questions and provide information regarding their investments or the services provided to them in that matter.

How to reach AMF Information Centre:

by telephone at 1-877-525-0337 (toll free)

or, for more options, consult the AMF website at https://lautorite.qc.ca/en/general-public/contact-us

As the regulatory entity in Quebec, you may choose to report any situation to the AMF at any time, whether or not you have complained to WhiteHaven. They can help you and they will inform you on what form their intervention will take.

Addressing your situation to the AMF before filing a complaint to WhiteHaven

You may choose to entrust the AMF with your complaint, rather than to file your complaint directly with WhiteHaven (as prescribed above), by completing the Complaint Form accessible on the AMF website https://services-en-ligne.public.lautorite.qc.ca/1A/scp/DemandeAssistance?langue=en. Depending on the nature of your complaint, the AMF may:

  • Forward your complaints and any related documents to WhiteHaven in order for us to assess it and provide you with a response. They will assist you throughout the complaint process (including, offering conciliation or mediation services or, if the situation remains unresolved, asking us to transfer your file to the AMF)
  • Examine the situation in the course of its financial market oversight activities.

Should you choose to first submit your complaint to the AMF, take note that the delay for acknowledging receipt and responding to your complaint by WhiteHaven will start upon the moment we are made aware of your complaint (i.e., notify by the AMF) rather than the reception of your complaint by the AMF.

Addressing your situation to the AMF after filing your complaint to WhiteHaven and undergoing the compliant process

In the event you are not be satisfied with our assessing of your complaint or the result of it, you can request to have your complaint file transferred to the AMF. To do so, you will have to complete and send to WhiteHaven Compliance the Complaint Transfer Form available on the AMF website https://lautorite.qc.ca/fileadmin/lautorite/formulaires/grand-public/GP-plainte_formulaire-transfert-dossier-an.pdf. Upon receiving the form, we will forward the file to the AMF and notify you that we comply with your request

The AMF will review the file and, if it deems appropriate, offer mediation or conciliation services. The AMF cannot compel a party to participate in them as participation is voluntary and requires both yours and WhiteHaven’s consent. These services are free.

All of WhiteHaven response to a complaint will include a reminder of a plaintif’s right, in the event of dissatisfaction with the handling or the result of the examination of the complaint by WhiteHaven, to have their complaint file transferred to the AMF.

Financial services compensation fund:

The AMF pays indemnities to victims of fraud, fraudulent tactics or embezzlement where those responsible are individuals or firms authorized to practice under the legislation governing the provision of financial services in Quebec (insurance, mutual fund or scholarship plan representatives; claims adjusters; or financial planners). It also rules on the eligibility of claims and sets the amount of the indemnities to be paid to victims. Consumers can thus be compensated to a maximum of $200,000 per claim, through funds accumulated in a financial services compensation fund. For more information or to file a compensation claim, please visit: https://lautorite.qc.ca/en/general-public/compensation-and-deposit-protection/submit-a-claim-to-the-fonds-dindemnisation-des-services-financiers

Chambre de la sécurité financière (CSF)

*Quebec resident only*

The mission of the CSF is to ensure consumer protection by maintaining discipline among, and overseeing the training and business ethics of its members who practice in one or more of the following sectors: insurance of persons group insurance of persons financial planning group savings plan brokerage investment contract brokerage scholarship plan brokerage The professionals, members of the CSF, must satisfy proficiency requirements in order to assure consumers that their interests are the overriding concern. They are subject to very stringent rules of ethics resulting from Bill 188, the regulations of the AMF, and the code of ethics of the CSF. In order to ensure compliance with this code of ethics and the regulations, the Law has empowered the CSF’s syndic and co-syndic to supervise, investigate and take disciplinary action.

The CSF can be contacted:

by telephone at (514) 282-5777, or toll free at 1-800-361-9989,

by email at renseignements@chambresf.com or at www.chambresf.com under Consumer Protection

Ombudsman for Banking Services and Investments (OBSI)

*Out-of-Quebec resident*

You may make a complaint to OBSI after first filing your complaint with WhiteHaven, at either of the following times:

  • If we have not responded to your complaint within 90 days of the date you complained, or;
  • After we responded to your complaint and you are not satisfied with the response. Please note that you have 180 calendar days to bring your complaint to OBSI after receiving WhiteHaven’s response.

OBSI provides an independent and impartial process for the investigation and resolution of complaints about the provision of financial services to clients. OBSI can make a non-binding recommendation that you be compensated (up to $350,000) if it determines that you have been treated unfairly, taking into account the criteria of good financial services and business practice, relevant codes of practice or conduct, industry regulation and the law. The OBSI process is free of charge and is confidential.

OBSI can be contacted:

by telephone in Toronto at (416) 287-2877, or toll free at 1-888-451-4519

by e-mail at ombudsman@obsi.ca

_________________________________________

The securities laws of Canadian provinces require securities dealers and dealing representatives, when they trade in or advise with respect to their own securities or securities of certain other issuers to which they, or certain other parties related to them, are related or connected, to do so only in accordance with particular disclosure and other rules. These rules require dealers and dealing representatives, prior to trading with or advising their customers or clients to inform them of relevant relationships and connections with the issuer of the securities. Clients and customers should refer to the applicable provisions of these securities laws for the particulars of these rules and their rights or consult with a legal adviser.

 

SCHEDULE A

GLOSSARY

DISCLOSURE FORM AND OTHER WHITEHAVEN

 

Associated Issuers

If any of the following persons is a partner, officer or director of an entity that issues or trades in its own securities (i.e. a securities issuer – including mutual fund securities, securities of pooled funds, exempt market securities, shares, etc.), such person should be considered an “Associated Issuer” of WHAM :

  1. A director of WHAM
  2. An officer of WHAM
  3. An employee or agent of WHAM who has access to, or participates in formulating, an investment decision made on behalf of a client of WHAM or advice to be given to a client of WHAM
  4. An affiliate* of WHAM who has access to, or participates in formulating, an investment decision made on behalf of a client of WHAM or advice to be given to a client of WHAM
  5. A partner, director, officer, employee or agent of an affiliate* of WHAM

An affiliate of WHAM would be its controlling company (directly or indirectly), if any, its subsidiary, if any, or an entity controlled by the same person who controls (directly or indirectly) WHAM.

Connected Issuer

If an entity that issues or trades in its own securities (i.e. an securities issuer – including mutual fund securities, securities of pooled funds, exempt market securities, shares, etc.) corresponds to any of the following criteria, it should be considered a “Connected Issuer” of either WHAM or WHS :

  1. An issuer or a selling security holder distributing securities, or a Related Issuer thereof that has indebtedness to WhiteHaven
  2. An issuer or a selling security holder distributing securities, or a Related Issuer thereof that has indebtedness to a Related Issuer of WhiteHaven
  3. An issuer or a selling security holder distributing securities, or a Related Issuer thereof that has indebtedness to a director, officer or partner of WhiteHaven
  4. An issuer or a selling security holder distributing securities, or a Related Issuer thereof that has indebtedness to a director, officer or partner of a Related Issuer of WhiteHaven
  5. An issuer with any other type of relationship with (i) WhiteHaven, (ii) a Related Issuer of WhiteHaven, or (iii) a director, officer or partner of WhiteHaven or (iv) a director, officer or partner of a Related Issuer of WhiteHaven that would be material to a prospective purchaser of such securities.

Investment Knowledge

  • Novice : You have little to no knowledge of finances, investments and the
  • Fair : You are familiar with some of the basics and understand the difference between stocks, bonds and mutual funds. You have had a little experience in investing.
  • Good : You are aware of different investment options and risk levels associated with You have had average to more than average experience in investing.
  • Sophisticated : You have a thorough understanding of investments, investment strategies, market risks and market volatility. You have had extensive experience in investing.

Investment Objectives

  • Balanced: Your need cannot be categorized as one singular type; it is a mix of all the other needs. You desire a diversity in your investment in the matter of the strategies and objectives.
  • Growth: Your need is capital appreciation and current income from investments is not a primary requirement. You would generally have medium to medium-high-risk tolerance. This may lead you to hold a relatively high proportion of funds that invest in equities.
  • Income: Your need is to generate current income from your investments and you are less concerned with capital appreciation. Investments that will satisfy this objective include fixed income investments such as funds that invest in bond or money market instruments or some dividend funds.
  • Safety: Your primary need is safety of capital. You desire stability and you often hold a high concentration of fixed- income (e.g., GIC’s) or money market investments to help protect your capital. You often desire minimal volatility. Typically, you are willing to accept lower returns as a trade-off for lower risk and you might only be investing your money for the short-term.
  • Speculation: Generally you desire higher-risk investments which generally have a higher volatility with the expectation, but not guarantee, of higher returns in capital appreciation.

Related Issuer

If an entity that issues or trades in its own securities (i.e. an securities issuer – including mutual fund securities, securities of pooled funds, exempt market securities, shares, etc.) corresponds to the following criteria, it should be considered a “Related Issuer” of either WHAM or WHS :

  1. the issuer is an influential securityholder of WhiteHaven,
  2. WhiteHaven is an influential securityholder of the issuer or
  3. WhiteHaven and the issuer are related issuers of the same third person or

In this context, “influential security holder” means having the power to exercise a controlling influence over the management and policies of a person or company, whether alone or in combination with one or more other persons or companies, whether through ownership of voting securities or otherwise. The threshold to consider is 20% of the securities entitling to dividends or distributions, the amount to be distributed to the holders upon liquidation, or cast more than 20% of the votes for the election or removal of directors.

Responsible Person

In respect of WHAM, WHAM itself, a partner, director or officer of WHAM, and each of the following who has access to, or participates in formulating, an investment decision made on behalf of a client of WHAM or advice to be given to a client of WHAM: (i) an employee or agent of WHAM; (ii) an affiliate of WHAM; (iii) a partner, director, officer, employee or agent of an affiliate of WHAM.

There no equivalent for WHS as it is not registered as an adviser.

Risk Profile

Should be considered to be the lower of your willingness to accept risk and your ability to withstand declines in the value of your plan

  • Low : Low risk investments demonstrate a low volatility and are for investors who are willing to accept lower returns for greater safety of capital and may include such investments as Canada Savings Bonds, GICs and money market mutual funds.
  • Low-Medium : Low to Medium risk investments demonstrate a low to medium volatility but a higher volatility than those described above and may include bond or balance funds.
  • Medium : Medium risk investments demonstrate a medium volatility and are for investors that are looking for moderate growth over a longer period of time and may include Canadian dividend, Canadian equity, U.S. equity and certain international equity funds.
  • Medium-High : Medium to High risk investments demonstrate a medium to high volatility and are for investors that are looking for long term growth and may include funds that invest in smaller companies, specific market sectors or geographic areas.
  • High : High risk investments demonstrate a high volatility and are for investors who are growth oriented and are willing to accept significant short term fluctuations in portfolio value in exchange for potentially higher long term returns. This may include labour-sponsored venture capital funds or funds that invest in specific market sectors or geographic areas such as emerging markets, science and technology, or funds that engage in speculative trading strategies including hedge funds that invest in derivatives, short sell or use leverage.

Time Horizon

The period from now to when you will need to access your money.

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