Taken from the Carnavale Resources announcement today. Hope this...

Taken from the Carnavale Resources announcement today. Hope this highlights or clarifies why our directors have difficulty buying shares. I hope this will put an end to comments and discussion about their lack of ownership! I noticed it was raised, yet again, earlier today. Apologies for the length of post.

SECURITIES TRADING POLICY
1 PURPOSE
In order to preserve the reputation and integrity of Carnavale Resources Limited (CAV), it is vital that when people
associated with CAV deal in CAV securities those dealings are not only fair, but are seen to be fair. When directors
and employees deal in securities of CAV they must be sure that it does not reflect badly on them or CAV. The
following policy is designed to avoid the possibility that misconceptions, misunderstandings or suspicions might
arise.
The general scheme of this policy regarding allowable dealings by directors, employees, advisers and consultants
(Applicable Persons) and their related parties (spouses, de facto spouses, parents and children) (Related
Persons) in CAV securities is that those persons should:
? never engage in short term trading of CAV securities;
? not deal in CAV securities while in possession of Inside Information (defined below);
? in the case of key management personnel, notify the company secretary of any intended transactions
involving CAV securities; and
? in the case of key management personnel, ensure any of their buying or selling of CAV securities occurs
outside of Prohibited Periods (defined below) unless prior written clearance is obtained in accordance with
this policy.
2 OVERVIEW OF INSIDER TRADING PROVISIONS OF THE CORPORATIONS ACT
Under the Corporations Act 2001 (Cth) (Corporations Act), it is illegal for anybody to deal in any securities of a
body corporate (including CAV), when in possession of information that the person knows, or ought reasonably to
know:
? is not generally available (including information that CAV has not disclosed to the market in accordance with
CAV?s disclosure policy); and
? might have a material effect on the price or value of those securities if it was generally available,
(Inside Information).
This prohibition extends to procuring another person to deal, and, in the case of securities of listed corporations,
extends to communicating the Inside Information to another person, if the person knows, or ought reasonably to
know, that the other person would, or would be likely to, deal in the securities in question or procure another person
to do so.
Examples of information that may be Inside Information include:
? the status of major regulatory approvals sought by CAV;
? the outcome of studies related to CAV?s assets;
? drilling results;
? the financial performance of CAV;
? CAV?s capital structure, such as a proposed dividend or issue of securities;
? actual or proposed major acquisitions and disposals of CAV?s assets;
? an actual or proposed takeover or merger;
? major claims against CAV; or
? entering into or terminating a major contract. For the purpose of this policy:
? dealing includes applying for, acquiring or disposing of, or entering into an agreement to apply for, acquire
or sell, securities, and ?deal? has a corresponding meaning;
? securities include shares, derivatives and other financial products that can be traded on a financial market
including financial products issued or created over CAV securities by third parties and products which
operate to limit economic risk in securities holdings in CAV; and
? key management personnel means a director, the managing director, the company secretary, employees
with the title ?Manager? and any other person from time to time notified by the Board.
3 CONFIDENTIALITY AND INSIDE INFORMATION
While in possession of Inside Information about CAV, Applicable Persons must not:
? deal in the Company?s securities; or
? procure, encourage, incite or induce any other person to deal in the Company?s securities.
While it is acknowledged that Applicable Persons may have no control over Related Persons, dealings in CAV
securities by Related Persons has the potential to cause reputational damage to CAV. As a result, Applicable
Persons are encouraged to counsel their Related Persons to comply with the restrictions set out above.
4 DEALING WITH SECURITY ANALYSTS, INSTITUTIONAL INVESTORS AND
JOURNALISTS
Applicable Persons may be exposed to persons outside CAV such as security analysts, institutional investors and
journalists. It is important that Applicable Persons are aware that selective disclosure of non-public information may
result in a breach of the insider trading rules. Thus, if a report containing material non-public information concerning
CAV was communicated only to local or trade journalists and if full public disclosure of the information was not
made at the same time, it is possible that this may give rise to breach of the Corporations Act.
It is important to stress that it is the mere fact of conveyance of the material non-public information that gives rise to
liability, not the manner in which it is conveyed. For example, the confirmation of an analyst?s educated guess about
a situation not known to the general public may be just as much a violation as the direct conveyance of information
to an analyst. This is clearly the case even if the analyst?s case is based upon his or her independent and creative
analysis of publicly available information.
Expressing subjective attitudes about CAV?s performance or by calling attention to disparate pieces of information
not available as an aggregate to the general public may also be a breach of this policy or the Corporations Act. It is
essential to avoid the indirect conveyance of information by any means whatsoever.
If during the course of a discussion with an analyst, journalist or other outsider, material non-public information
concerning CAV is disclosed, inadvertently or otherwise, the recipient of the information should be informed of its
non-public nature and cautioned against its use unless and until CAV has made full public disclosure of that
information. The company secretary should be notified of the situation immediately so that a decision can be made
regarding disclosure of the information. In view of the pitfalls inherent in responding to analysts? projections and
questions regarding previously undisclosed operating results or other developments, no comment at all should be
made on these matters except to correct serious factual errors in situations in which the facts are in the public
domain.
5 RESTRICTION ON TRADING
There is an overriding prohibition on dealing in CAV securities when a person is in possession of Inside Information.
In addition, key management personnel are at all times prohibited from dealing in CAV securities for:
? each period of 1 week before and 24 hours after each date upon which CAV gives to the ASX its quarterly,
half yearly or annual report. (Closed Periods).
Prohibited Period means (i) any Closed Period; or (ii) additional periods which are imposed by the entity as soon as
senior management is aware of a matter that is considered to be price sensitive (or which the Chairman or the MD
deem to be price sensitive).
The Board may seek information from key management personnel about their level of ownership of CAV securities
and about any encumbrances or margin loans given in respect of those securities. The Board may also require
them to keep the company secretary informed of changes to information provided.
6 SHORT-TERM TRADING
In order to prevent the unfair use of information, key management personnel and their Related Persons are
generally prohibited from short-term trading at all times. Short-term trading is a purchase and sale of the same
securities within a three month period.
The Board may, on application, exempt a key management personnel or their Related Persons from this prohibition
in exceptional circumstances (see section 8).
7 CERTAIN DEALINGS EXCLUDED FROM POLICY
The following dealings in CAV securities involving key management personnel (and/or their Related Persons) are
excluded from the operation of this policy:
? being issued securities in CAV under:
o a rights issue;
o a dividend reinvestment plan;
o a security purchase plan; or
o an employee option plan, employee share acquisition scheme, executive share acquisition plan or
similar arrangement;
? disposing of securities:
o under a buy back or capital reduction made available to most or all CAV security holders; or
o as a result of a secured lender exercising their right under a margin lending arrangement;
? disposing of entitlements under a renounceable pro rata rights issue;
? accepting (or undertaking to accept) an offer under a takeover bid, disposing of securities under a scheme
of arrangement or agreeing to cancel options over unissued shares in CAV in conjunction with a change of
control transaction;
? transferring CAV securities to a superannuation fund or other saving scheme in which the Applicable
Person or Related Person is a beneficiary;
? investing in, or trading in units of, a fund or other scheme (other than a scheme investing only in CAV
securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
? entering into a transaction where the beneficial interest in CAV securities will not change; and
? exercising an option over CAV shares, exercising a right under an employee incentive scheme or
converting a convertible security in CAV:
o outside a Prohibited Period; or
o where the final date for exercising the option or right falls during a Prohibited Period and the key
management personnel or Related Person could not reasonably have been expected to exercise the
option or right at a time outside of a Prohibited Period.
8 EXEMPTION TO DEAL DURING A PROHIBITED PERIOD
8.1 KEY MANAGEMENT PERSONNEL
The Board may, in exceptional circumstances only, give prior written clearance to any member of key management
personnel or their Related Persons to deal in CAV securities during a Prohibited Period.
The Board may provide a written clearance by:
? resolving to approve the clearance at a Board meeting and authorising a person (such as the company
secretary) to provide the relevant member of key management personnel with written details of the
confirmation, including any terms approved by the Board; ? each director signing a written resolution approving the clearance on the same terms; or
? each director confirming by email that they consent to the clearance on the same terms.
8.2 EXCEPTIONAL CIRCUMSTANCES
Examples of exceptional circumstances include, but are not limited to:
? severe financial hardship; or
? court orders requiring the sale of the securities in question.
8.3 REQUESTS FOR PRIOR CLEARANCE
A request for prior clearance must be made by the relevant key management personnel and provided to the
company secretary for distribution to the Board. If the relevant key management personnel (and/or their Related
Persons) is granted clearance, the relevant key management personnel must comply (or procure that their Related
Persons comply) with any terms imposed by the Board or relevant CAV officers (such as the effective period of the
clearance).
Prior clearance will not be granted if the Board or relevant CAV officers (as applicable) consider that CAV is
currently in possession of Inside Information.
All key management personnel and Related Persons that are granted prior clearance must promptly provide the
company secretary with full details of any dealing made in reliance of the clearance