Candlewick International Corporation Inc., including its subsidiaries, (“Candlewick” or the “Corporation”) is committed to providing timely, accurate and balanced disclosure of material information about Candlewick, consistent with statutory and regulatory requirements. Adherence to this corporate disclosure policy (this “Policy”) will help Candlewick maintain credibility in the marketplace by ensuring that all investors in securities of Candlewick have equal access to information that may affect their investment decisions

This Policy confirms in writing Candlewick’s existing policies and practices. Its goal is to raise awareness of Candlewick’s approach to disclosure and confidentiality of information and to promote compliance among the board of directors (the “Board”), officers, employees (whether temporary, fixed-term or permanent), and, where applicable, certain contractors of Candlewick, including consultants and advisors, (collectively, the “Candlewick Representatives”) in order to preserve the reputation and integrity of the Company, as well as that of all persons affiliated with it. Individual contracts for contractors, where applicable, will make reference to the applicability of this Policy, and may include further detailed requirements applicable in a particular contractual situation. All such contractors that are subject to this Policy shall also be “Candlewick Representatives” for purposes of this Policy. Notwithstanding the foregoing, all contractors should be aware of their obligations pursuant to applicable securities laws.

1. Scope

This Policy covers disclosures in documents filed with the securities regulatory authorities and stock exchanges, written statements made in Candlewick’s annual and quarterly reports, news releases, letters to shareholders, speeches by Candlewick Representatives and information contained on Candlewick’s website and other electronic communications. This Policy extends to verbal statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as press conferences and conference calls.

2. Disclosure Committee

Candlewick shall have a standing disclosure committee (the “Disclosure Committee”), the members of which shall be the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and the Chief Legal Officer (“CLO”) and/or such other Candlewick.

Representatives as the CEO may designate from time to time. The Disclosure Committee shall be responsible for ensuring compliance with the policies and procedures contained herein regarding the review and release of any information concerning Candlewick to the public. The Disclosure Committee shall ensure, at a minimum, that: (i) all documents filed with securities regulatory authorities and stock exchanges are made in compliance with applicable statutory and regulatory requirements and are approved by at least two of the CEO, CFO or CLO prior to filing; and (ii) in addition, all preliminary prospectuses, prospectuses, information circulars, take-over bid circulars, issuer bid circulars, directors’ circulars, rights offering circulars, financial statements, management’s discussion and analyses and annual information forms are approved by the Board and its committees, as applicable, prior to filing.

As soon as Candlewick Representatives become aware of pending material developments that may have an impact on the disclosure requirements, they are required to inform the Disclosure Committee.

3. Designated Spokespersons

The Disclosure Committee shall be responsible for communication with the media, investors and analysts. Members of the Disclosure Committee shall be the official spokespersons of Candlewick. The Disclosure Committee may, from time to time, designate others within Candlewick to speak on behalf of Candlewick as back-ups, or to respond to specific inquiries from the investment community or the media.

Candlewick Representatives who are not authorized spokespersons must not respond, under any circumstances to inquiries from the investment community or the media, and are prohibited from otherwise publicly communicating information about Candlewick unless specifically asked to do so by the Disclosure Committee. All such inquiries shall be referred to the Disclosure Committee.

4. Electronic Communications

The Disclosure Committee is responsible for: (i) updating the investor relations section of Candlewick’s website, www.candlewickinternational.com; (ii) maintaining Candlewick’s social media accounts; and (iii) monitoring all company information placed on the website and social media accounts to ensure that it is accurate, complete, up-todate and in compliance with relevant securities laws and stock exchange requirements.

All continuous disclosure documents will be posted on the investor relations section of Candlewick’s website. All information posted, including text and audiovisual material, will show the date the material was issued. Any material changes in information must be updated immediately following issuance of a news release. Candlewick will maintain an appropriate warning on its website concerning the content of the site. The website will include a notice that advises the reader that the information was accurate at the time of posting, but may be superseded by subsequent disclosures.

Disclosure on the website or any social media sites does not constitute adequate disclosure of information that is considered non-public material information. Therefore, any disclosure of non-public material information on the website or social media accounts will be preceded by the issuance of a news release.

The Disclosure Committee must approve all links from Candlewick’s website to third party websites. The website will include a notice that advises readers they are leaving Candlewick’s website and that Candlewick is not responsible for the contents of the other sites.

The Disclosure Committee is responsible for responses to electronic inquiries. Only public information shall be utilized in responding to electronic inquiries.

To ensure no material undisclosed information is inadvertently disclosed, Candlewick Representatives are prohibited (except as specifically authorized by the Disclosure Committee) from participating in internet chat rooms, blogs, news group discussions or social media forums or posting information on matters pertaining to Candlewick or to the securities of Candlewick.

See also Section 10 “News Releases”, below, regarding electronic transmissions of news releases.

5. Material Information

Material information consists of both material changes and material facts. A “material change” in relation to the affairs of Candlewick, means a change in the business, operations or capital of Candlewick that would reasonably be expected to have a significant effect on the market price or value of any of the securities of Candlewick, or a decision to implement such a change made by: (i) the Board or (ii) senior management of Candlewick, who believe that confirmation of the decision by the Board is probable. A “material fact” in relation to securities issued or proposed to be issued by Candlewick, means a fact that would reasonably be expected to have a significant effect on the market price or value of such securities.

In making a materiality judgment, it is necessary to take into account a number of factors that cannot be captured in a simple bright-line standard or test. These include, among other things, the nature of the information itself, the volatility of the Corporation’s securities and prevailing market conditions. The materiality of a particular event or piece of information may vary between companies according to their size, the nature of their operations and many other factors. Any event that is “significant” or “major” for a small company may not be material to a larger company.

A good rule of thumb is that if the information would influence an employee’s decision to buy or sell securities of Candlewick, the information is likely material information. If an employee is unsure whether or not information is material, they should immediately contact a member of the Disclosure Committee before disclosing it to anyone.

6. Principles of Disclosure of Material Information

In complying with the requirement to disclose forthwith all material information under applicable laws and stock exchange rules, the following basic disclosure rules will be observed:

The Disclosure Committee will determine whether the material information constitutes a material change, in which case, Candlewick will file a material change report with the relevant securities regulatory authorities within the required time period (currently 10days).

7. Expertized Disclosure

Prior to any public statement or disclosure or a filing with a securities regulatory authority by Candlewick, the Disclosure Committee shall make reasonable efforts to determine that Candlewick or the relevant person does not know and has no reasonable grounds to believe that there is a misrepresentation in the applicable statement, disclosure or filing made on the authority of the expert and to determine that it fairly represents the report, statement or opinion made by the expert.

8. When Information May Be Kept Confidential 

Where the immediate disclosure of material information concerning the business and affairs of Candlewick would be unduly detrimental to the interests of Candlewick, its disclosure may be delayed and kept confidential temporarily, provided that Candlewick complies with any applicable requirements under Philippine securities laws, which may include the filing of a confidential material change report. Keeping information confidential can only be justified where the potential harm to Candlewick or to investors which could be caused by immediate disclosure may reasonably be considered to outweigh the undesirable consequences of delaying disclosure. Examples of circumstances in which disclosure might be unduly detrimental to the interests of Candlewick include:

In the event of any unintentional selective disclosure of non-public material information, Candlewick shall make immediate public disclosure of such information, including contacting the market surveillance department of Investment Industry Regulatory Organization of Canada, or such other regulation services provider retained by the stock exchange (“Market Surveillance”) to advise them of the same. Pending the public release of the material information, Candlewick will tell those parties who have knowledge of the information that such information is material and has not been generally disclosed.

The Disclosure Committee will be responsible for ensuring that any required confidential material change report is properly filed with the applicable securities regulatory authorities and ensuring compliance with applicable securities laws pertaining to confidential material change reports.

9. News Release

Once the Disclosure Committee determines that a development contains material information, it will authorize the drafting of a news release, unless such development must remain confidential for a certain time. In such circumstances, appropriate control of the non-public material information will be enforced and such information must not be disclosed to any Candlewick Representative except as is necessary. Should material information be disclosed in a selective forum, a news release will be issued immediately in order to fully publicly disclose that information.

Candlewick will ensure that the Board and the audit committee of the Board, as applicable, review any news releases containing financial results and that its legal counsel review all news releases where the subject matter has been determined to be material to ensure that the disclosure is factual and balanced and complies with applicable securities laws and stock exchange requirements.

In approving a press release, the Disclosure Committee will be guided by the principles in Section6 “Principles of Disclosure of Material Information”, above. Once approved by the Disclosure Committee, news releases will be disseminated through a newswire service that provides national disclosure. Concurrently, news releases will be filed with the applicable regulatory bodies and on the Corporation’s website, www.candlewickinternational.com.

If the stock exchange listing Candlewick’s shares is open for trading at the time of a proposed announcement, prior notice will be provided, where practicable and required by law, to Market Surveillance. If the announcement is issued outside of normal trading hours, Market Surveillance may be notified where practicable before the market opens.

10. Conference Calls

Conference calls may be held for quarterly and annual earnings and major corporate developments, whereby discussion of key aspects is accessible simultaneously to all interested parties by telephone and/or webcast over the internet. The call will be preceded by a news release containing all relevant material information. At the beginning of the call, a Candlewick spokesperson will provide appropriate cautionary language.

Candlewick will provide advance notice of the conference call and webcast by issuing a news release announcing the date and time and providing information on how interested parties may access the call and webcast. In addition, Candlewick may send invitations to analysts, institutional investors, the media and others invited to participate.

11. Rumors

Provided it is clear that Candlewick and related entities are not the source of the market rumor, spokespersons will consistently respond by saying “It is our policy not to comment on market rumors or speculation.” In some instances when a rumor can be traced to a statement previously made by the Corporation, or when a persistent rumor is affecting the price of the Corporation’s securities, it may become necessary for the Corporation to correct an inaccuracy or deny or confirm the rumor. The Disclosure Committee will be responsible for making such determination. If a stock exchange on which the Corporation’s securities are listed or a securities regulatory authority requests the Corporation to issue a statement in response to a rumor, the Disclosure Committee will consider the matter and authorize the appropriate response in accordance with this Policy.

12. Forward-Looking Information

Candlewick should only release forward-looking information in limited circumstances, to enable the investment community to better evaluate Candlewick and its prospects. Candlewick will not disclose significant data, and, in particular, financial information or earnings forecasts which would be material information, to analysts or investors unless such data or information had previously been publicly disseminated.

Should Candlewick elect to disclose forward-looking information in public disclosure documents, speeches, conference calls, etc., the following guidelines will be observed.

13. Contacts with Analysts and Investors

Analysts are important for disseminating corporate information to the investing public and play a key role in interpreting and clarifying existing public data, as well as providing investors with background information and details that cannot practically be put in public documents. Candlewick Representatives will meet with analysts and investors from time-to-time, and will initiate contacts or respond to analyst and investor calls in a timely, consistent and accurate fashion in accordance with this Policy. Any meeting with analysts and investors shall be attended by a member of the Disclosure Committee or such other individual as the Disclosure Committee may designate.

Candlewick will provide only non-material information or publicly disclosed information to analysts or investors and will provide the same information that has been provided to analysts to individual investors who request it. It is recognized that analyst disclosure does not constitute adequate disclosure of information that is considered non-public material information. If material information is to be announced at an analyst or shareholder meeting or press conference, its announcement must be preceded or accompanied by a news release.

14. Analyst Reports and Models

Candlewick shall refrain from commenting on analyst’s models, draft research reports or earnings estimates, but may review draft research reports to identify publicly disclosed factual information that may affect an analyst’s model or to identify inaccuracies or omissions with reference to publicly available information about Candlewick. Candlewick will not confirm, or attempt to influence, an analyst’s opinions or conclusions and will not express comfort with the analyst’s model and estimates.

If Candlewick determines that earnings will likely be out of the range of the estimates for the current quarter, then it may, but is not required to, consider issuing a broadly disseminated news release, followed by, at management’s discretion, individual or group calls to analysts and significant investors to further explain the reason or reasons why. This would be done to avoid “surprises” to the extent possible.

Candlewick will not post or provide links to analyst reports on its website, although Candlewick may elect to post on its website or otherwise publish the names of all analysts who cover Candlewick and/or their recommendations.

15. Protection of Confidential Information

All Candlewick Representatives privy to confidential information are prohibited from communicating such information to anyone else unless it is necessary to do so in the course of business. Efforts will be made to limit access to such confidential information to only those who need to know the information to perform their duties, and such persons will be advised that the information is to be kept confidential. The following non-exhaustive procedures should be followed:

No material non-public information should be disclosed by Candlewick Representatives to outside parties except in the necessary course of business. Outside parties privy to undisclosed material non-public information concerning Candlewick will be told that they must not divulge such information to anyone else, other than in the necessary course of business, and that they may not trade in securities of the Candlewick until the information is generally disclosed. Please also refer to Candlewick’s Code of Business Conduct and Ethics.

16. Communication and Enforcement

All Candlewick Representatives will be advised of this Policy and its importance. This Policy will be brought to the attention of all Candlewick Representatives on an annual basis

Should a Candlewick Representative become aware of the disclosure of material nonpublic information in contravention of this Policy, such Candlewick Representative has the obligation to immediately notify any member of the Disclosure Committee.

Anyone who violates this Policy may face disciplinary action up to and including termination of employment or contract with Candlewick. Violation of this Policy may also cause violation of certain securities laws. If it is discovered that securities laws may have been violated, this matter may be referred to the appropriate regulatory authorities. This may lead to fine, imprisonment or other penalties.

17. Currency of the Policy

This Policy was approved by the Board on March 1, 2022.