Disclaimer

 

This website is provided as a convenience to Turmalina Metal’s shareholders and the public. While every effort is made to ensure the timeliness and accuracy of the material presented on this website users are advised to use materials filed with SEDAR for the most accurate and up to date information.

The statements and communications contained in the Turmalina Metals website are intended for information only. None of them constitutes a solicitation, an offer or a recommendation to buy or sell securities, or to conduct other transactions.

No warranty, either express or implied, is given for the information and opinions published on the Turmalina Metals website. Actions based on statements made therein are the responsibility of those who take them. Turmalina Metals therefore disclaims all liability for damage which may result directly and indirectly from the use, performance or consultation of the Turmalina Metals website, in connection with access to the website itself or other websites linked to it.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This website contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are sometimes identified by words such as “intends,” “anticipates,” “believes,” “expects” and “hopes” and include, without limitation, statements regarding Turmalina Metals plan of business operations, potential contractual arrangements, receipt of working capital, anticipated revenues and related expenditures and involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Such factors include, among others, the willingness and ability of third parties to honor their contractual obligations, the decisions of third parties over which Turmalina Metals has no control, commodity prices, environmental and government regulations, availability of financing, judicial proceedings, force majeure events, and other risk factors as described from time to time in Turmalina Metals filings with the Securities and Exchange Commission. Many of these factors are beyond Turmalina Metals ability to control or predict. Investors are cautioned not to put undue reliance on forward-looking statements. Except as otherwise required by applicable securities statutes or regulations, Turmalina Metals disclaims any intent or obligation to update publicly these forward looking statements, whether as a result of new information, future events or otherwise.

Nothing on this website is either an offer to purchase, or a solicitation of an offer to sell, shares of Turmalina Metals or any other entity. Nothing on this website is a solicitation of a proxy from a security holder of Turmalina Metals or any other company. If a transaction is agreed upon, or an offer commenced, Turmalina Metals will file a proxy statement/prospectus and any other relevant documents concerning the proposed transaction with the Securities and Exchange Commission and the securities commission or equivalent regulatory authorities in Canada. YOU ARE URGED TO READ ANY SUCH PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC AND THE SECURITIES COMMISSION OR EQUIVALENT REGULATORY AUTHORITIES IN CANADA, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain any such proxy statement/prospectus (if and when it becomes available) and any other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov . In addition, you may obtain the proxy statement/prospectus (if and when it becomes available) and the other documents filed by Turmalina Metals with the SEC by requesting them in writing from Turmalina Metals Attention: Corporate Communications.

ADJACENT PROPERTIES

This website may also contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC’s mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.

CAUTIONARY NOTE TO U.S. INVESTORS

The United States Securities and Exchange Commission permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms on this website, such as “reserves,” “resources,” “geologic resources,” “proven,” “probable,” “measured,” “indicated,” and “inferred,” that the SEC guidelines strictly prohibit us from including in our filings with the SEC. U.S. investors are urged to consider closely the disclosure in our Form SB-2, File No. 333-133228. You can review and obtain copies of these filings from the SEC’s website at http://www.sec.gov/edgar.shtml.

EXCLUSION OF LIABILITY

Turmalina Metals shall not be liable for any claims, expenses, damages (including direct, indirect, special or consequential damages), loss of profits, opportunities or information arising from:

the use of or reliance on information contained in this website;

any inaccuracy or omission in such information or failure to keep the information current;

use of any third party websites linked to this website;

any Internet software used in connection with this website or computer viruses or other destructive programs encountered as a result of using this website; and

any other matter connected with this website; even if Turmalina Metals is made aware of the possibility of such claims, expenses, damages or losses.

TURMALINA METALS IS NOT RESPONSIBLE FOR INTERNET SOFTWARE OR COMPUTER VIRUSES

Due to technical difficulties inherent in the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this website. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. Turmalina Metals shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.

TURMALINA METALS IS NOT RESPONSIBLE FOR LINKED WEBSITES

Turmalina Metals provides links to third party websites for your convenience only and the inclusion of these links does not imply that Turmalina Metals monitors or endorses these websites. Accordingly, Turmalina Metals accepts no responsibility for such websites.

WEBSITE IS PROVIDED AS A SERVICE ONLY

This website is not intended as a solicitation or offering of securities in any jurisdiction and the information contained herein in no way should be construed or interpreted as such. No securities commission or other regulatory authority in the United States, Canada or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by Turmalina Metals to that effect. The information on this website is not intended to modify, qualify, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to Turmalina Metals and should not be used for the purpose of making investment decisions concerning Turmalina Metals securities. Printed copies of public disclosure documents may be obtained from Corporate Communications.

STOCK QUOTES

All quotes are delayed at least [20] minutes unless otherwise stated. All stock quotes and historical stock price data are provided by third party service providers and are provided for informational purposes only, and are not intended for trading purposes. If you are contemplating trading in the securities of Turmalina Metals we strongly advise you to seek independent professional advice before making any investment decision.  Turmalina Metals makes no representation or warranty regarding the accuracy or completeness of any such stock price quotes or historical stock price data and has not taken any steps to verify the adequacy, accuracy or completeness of the information provided herein.

CORPORATE GOVERNANCE

Board of Directors

 The board of directors (the “Board”) is primarily responsible for supervising the management of the Corporation’s business and affairs. Its authority is determined by the provisions of the British Columbia Business Corporations Act and by the Corporation’s By-laws. In addition, the Board’s activities are governed by a set of procedural rules which are adopted by the Board. The Board regularly reviews its guidelines and policies and, not less than annually, considers how its corporate governance practices align with guidelines established by the Canadian regulatory authorities having authority, including the TSX Venture Exchange.

The Board meets as required to conduct its business, which includes the approval of the quarterly and annual audited consolidated financial statements of the Corporation.

The Board’s Chairman is responsible for the management, development and effective performance of the Board, for monitoring the Corporation’s development through regular contact with the President and CEO, and for ensuring that the Board regularly receives reports concerning the development of the Corporation’s business and operations.

Board Committees

Audit Committee:

Miguel Inchaustegui (Chair), Mark Eaton and Rohan Wolfe.

Compensation Committee:

Mark Eaton (Chair), Bryan Slusarchuk and Miguel Inchaustegui

Auditors

Davidson & Company LLP, Vancouver, British Columbia, Canada.

Audit Committee

The Audit Committee consists of three Board members, the majority which whom are, independent and financially literate. The audit committee reviews and reports to the Board on the integrity of the consolidated financial statements of the Company. The Audit Committee ensures the Corporation has designed and implemented effective internal financial controls and reviews the compliance with regulatory and statutory requirements as they related to the financial statements, taxation matters and disclosure of material facts.

Corporate Governance Committee

This Committee is comprised of three Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation’s shareholders on the Corporation’s system of corporate governance.

Compensation Committee

The Compensation Committee is comprised of three non-executive members of the Board. The Compensation Committee is responsible for administering the Corporation’s executive compensation program and implements and oversees human resources and compensation policies approved by the Board. The Committee meets not less than annually.