1. INTRODUCTION

Candlewick International Corporation Inc., including its subsidiaries, (“Candlewick” or the “Corporation”) has adopted this Code of Business Conduct and Ethics (the “Code”) to assist all directors, officers, employees (whether temporary, fixed-term or permanent) and, where applicable, certain contractors of Candlewick, including consultants and advisors, (collectively, the “Candlewick Representatives”) of the Corporation to maintain the highest standards of ethical conduct in corporate and business affairs. Individual contracts for contractors, where applicable, will make reference to the applicability of this Code, and may include further detailed requirements applicable in a particular contractual situation. All such contractors that are subject to this Code shall also be “Candlewick Representatives” for purposes of this Code.

The purpose of this Code is to encourage among Candlewick Representatives a culture of honesty, accountability and fair business practice as well as to establish fundamental standards applicable to all Candlewick Representatives. Each Candlewick Representative must adhere to this Code and co-operate fully in any investigations initiated by Candlewick under this Code or by securities regulators or other competent legal authorities.

This Code is not intended to limit, prevent, impede or interfere in any way with any Candlewick Representative’s right to, without prior notice to the Corporation, provide information to the government, participate in investigations, testify in proceedings regarding the Corporation’s past or future conduct, or engage in any activities protected under whistleblower statutes.

2. ADMINISTRATION

The board of directors of the Corporation (the “Board”) is ultimately responsible for the implementation and administration of this Code and has designated the current Chief Executive Officer and Chief Legal Officer (the “Compliance Officers”) for the day-to-day implementation and administration of this Code. From time to time, the Board may change this designation and may also designate one or more individuals to fill in at times when the Compliance Officers may be otherwise unavailable. The email contact information for the Compliance Officers is [email protected]. Candlewick Representatives should direct questions concerning this Code to the Compliance Officers.

While this Code is designed to provide helpful guidelines and establish fundamental standards, it is not intended to address every situation. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced in this Code. Candlewick Representatives should conduct their business affairs in such a manner that the Corporation’s reputation will not be impugned if the details of their dealings should become a matter of public discussion. Candlewick Representatives shall not engage in any activity that adversely affects the
reputation or integrity of Candlewick.

It is not intended that there be any waivers granted under this Code. In the unlikely event that a waiver is considered, in order to be granted, it must receive prior approval by the Board. Any waiver or amendment will be disclosed promptly, if required, in accordance with applicable laws and the Corporation’s Corporate Disclosure Policy.

Candlewick will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention. Any Candlewick Representative in a situation that he or she believes may violate or lead to a violation of this Code should follow the reporting procedures described in the section entitled “Reporting of Violations Procedure” below.

3. OVERVIEW

It is the policy of Candlewick to apply high standards of courtesy, professionalism and honesty in its interactions with, among others, shareholders, project partners, customers, suppliers, co-workers and the community. This Code governs the business-related conduct of all Candlewick Representatives

4. COMPLIANCE WITH THE CODE

Each Candlewick Representative will be provided with a copy of the Code (and the policies of the Corporation referred herein) and will be required to sign an acknowledgement in the form of the Statement of Compliance, included with and forming part of this Code as Schedule “A”.

5. LEGAL AND REGULATORY COMPLIANCE

Many of the Corporation’s activities are subject to complex and changing laws, rules and regulations. Ignorance of the law is not, in general, a defense to an action of contravention.

Each Candlewick Representative is expected to make every reasonable effort to become familiar with laws, rules and regulations affecting their activities and to exert due diligence in complying with these laws, rules and regulations. It is the Corporation’s objective to prevent willful or negligent violations of these laws, rules and regulations.

Each Candlewick Representative has a duty to report any violations of any laws, rules and regulations in accordance with the reporting procedures described in the section entitled “Reporting of Violations Procedure” below.

6. CONFLICTS OF INTEREST

Candlewick Representatives are expected to make or participate in business decisions and actions in the course of their relationship with the Corporation based on the best interests of Candlewick and not based on personal relationships or benefits. A conflict of interest, which can occur or appear to occur in a wide variety of situations, may compromise a Candlewick Representative’s ability to act ethically.

Generally speaking, a conflict of interest occurs when the personal interest of a Candlewick Representative, an immediate family member of a Candlewick Representative or a person with whom a Candlewick Representative has a close personal relationship, interferes with or has the potential to interfere with, the interests or business of the Corporation. A conflict of interest could make it difficult for a Candlewick Representative to perform corporate duties objectively and effectively because he or she is involved in a competing interest.

Conflicts of interest may arise in a number of ways and may include the following categories or situations:

• a personal interest in a proposed business transaction involving Candlewick or in a business activity also conducted by Candlewick;

• use of Candlewick’s name in connection with outside political, charitable or other business activities;

• for a Candlewick Representative, an immediate family member of a Candlewick Representative or a person with whom a Candlewick Representative has a close personal relationship, to seek or accept from, or to offer or provide to, a third party (individual, client, broker, trustee or a bank, financial institution or company representative doing or seeking to do business with Candlewick) services, payments, excessive entertainment and travel, vacation or pleasure trips, any gift of
  more than nominal value, or gifts of money in any amount;

• investing in, or trading in the shares of, a competitor, supplier, customer or an actual or potential business partner of Candlewick where such investment or trading may influence our, or that of the Candlewick Representative’s, business decisions or compromise our, or that of the Candlewick Representative’s, independent judgment;

• for a Candlewick Representative, an immediate family member of a Candlewick Representative or a person with whom a Candlewick Representative has a close personal relationship, to have any interest, direct or indirect, in any organization which has business dealings with Candlewick, if such interest would be likely to adversely affect whether the person’s ability to exercise independent professional judgment on behalf of Candlewick or the quality of such person’s work;

• for a Candlewick Representative, including certain contractors where specified in their individual contract, during their employment or engagement, to serve as an officer, director, employee or consultant of another company or organization which is a competitor of Candlewick or which is doing or seeking to do business with Candlewick except that, with the knowledge and consent of the Board, such Candlewick Representative may serve as a director of a corporation which is doing business with Candlewick where no competitive situation is present (members of the Board have an obligation to advise the chairperson of the Board prior to becoming a director of another public company);

• for a Candlewick Representative to use or reveal, without authorization, to a third party, any confidential product information, data on decisions, plans, financial data, or any other information concerning Candlewick which might be prejudicial to the interest of Candlewick.

Candlewick Representatives must be able to recognize any situation that may raise conflict of interest issues. Any Candlewick Representative who becomes aware of a conflict or potential conflict should bring it immediately to the attention of one of the Compliance Officers and/or the Board, following the procedures described in the section entitled “Reporting of Violations Procedure” below. If a Candlewick Representative is uncertain as to whether a conflict of interest exists or could arise, the matter should be discussed with one of the Compliance Officers. Where there is still uncertainty, the Compliance Officers, with the Board, will determine whether a conflict of interest exists and what steps should be taken to address it.

7. INVENTIONS, BOOKS AND PUBLICATIONS

Candlewick Representatives must receive written permission from the Board before developing, outside of Candlewick, any literature, products, software or intellectual property that may be related to Candlewick’s current or potential business.

8. BRIBERY AND OTHER IMPROPER PAYMENTS 

This prohibition does not prevent a Candlewick Representative from accepting or providing modest gifts or entertainment that are customarily provided to foster important business relationships and which do not (and could not reasonably be perceived to) influence Candlewick’s business decisions or compromise Candlewick’s independent judgment. The following are guidelines regarding gifts and entertainment:

No Candlewick Representative may, offer, give, promise, accept or agree to give, offer or accept anything of value1 to or from any person in order to obtain or retain business or obtain any improper advantage or benefit2of any kind so as to induce or influence an action or decision. A third-party intermediary, such as an agent or a family member, cannot be used to further any bribe or improper payment or otherwise violate the spirit of this Code.

• modest gifts are acceptable if the cost is reasonable;

• reasonable invitations to business-related meetings, conventions, conferences or product training seminars may be accepted;

• invitations to social, cultural or sporting events may be accepted if the cost is reasonable and attendance by the Candlewick Representative serves a customary business purpose such as networking (e.g. meals, holiday parties and tickets); and

• invitations to golfing, fishing, sports events or similar trips that are usual and customary for the Candlewick Representative’s position within Candlewick and the industry and promote good working relationships with actual or potential project partners, customers and suppliers may be accepted.

1“anything of value” means anything that has value to the intended recipient or to family members or other persons designated by the intended recipient. It can include things such as: (i) cash or cash equivalents (e.g. gift cards); (ii) non-cash items (e.g. gifts, lodging, entertainment, dinners sport tickets); (iii) offers of employment or internships; (iv) forgiveness of debts; (v) favors or preferential treatment; and (vi) any other financial or nonfinancial advantage.

2“obtain an improper advantage or benefit” means obtaining an advantage for Candlewick that may not be offered to its competitors or some advantage that is only available to Candlewick if it makes an illegal or improper payment. It can also include situations where there is no advantage to Candlewick, but the individual is being induced or rewarded for acting improperly in the performance of his or her functions. Generally, it includes any commercial or financial benefit such as: (i) a favorable decision relating to a bid, potential contract or government decision; (ii) access to confidential or proprietary information that would not otherwise be available to Candlewick; (iii) provision of preferential terms in an agreement or transaction; (iv) non-enforcement of applicable law or regulations; and (v) benefits for the involved individual or their family members.

9. PUBLIC DISCLOSURE

Candlewick has an obligation, incompliance with applicable laws, to make full, fair, accurate, timely and understandable disclosure of its financial and business records, statements, reports and documents that it files with or submits to securities regulatory authorities and in its public communications.

Each Candlewick Representative who is responsible for the preparation of the Corporation’s public disclosures, or who provide information as part of the process, has a responsibility to ensure that disclosures and information are made honestly, accurately and in compliance with the Corporation’s disclosure controls and procedures, including the Corporation’s Corporate Disclosure Policy. In furtherance of this obligation, each Candlewick Representative in performing his or her duties shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.

Each Candlewick Representative has a responsibility to submit good faith questions and concerns regarding accounting, auditing or disclosure matters. Complaints and concerns related to such matters include, among others, actions involving:

For further information on the Corporation’s public disclosure policies and procedures, please refer to the Corporation’s Corporate Disclosure Policy and the Corporation’s Whistleblower Policy.

10. ACCURACY OF BOOKS AND RECORDS

The books and records of the Corporation must reflect in reasonable detail all its transactions in a timely and accurate manner in order to, among other things, permit the preparation of accurate financial statements in accordance with generally accepted accounting principles. All assets and liabilities of the Corporation must be recorded as necessary to maintain accountability for them.

All business transactions must be properly authorized. All transactions must be supported by accurate documentation in reasonable detail and recorded properly. The recorded value for assets must be compared to existing assets at reasonable and appropriate intervals and appropriate action taken with respect to any differences.

No information may be concealed from auditors, the internal audit function, the Audit Committee of the Board or the Board.

11. HANDLING OF CONFIDENTIAL INFORMATION 

Except where authorized or legally required, Candlewick Representatives must keep confidential and not use for themselves or other persons including relatives or friends, all information concerning the Corporation or its business that is not generally available to the investing public. Candlewick Representatives should observe the confidentiality of information that they acquire by virtue of their relationship with Candlewick, including information concerning Candlewick’s project partners, customers, suppliers, other Candlewick Representatives and other companies, except where disclosure is authorized or legally required.

In addition, Candlewick Representatives must safeguard proprietary information, which includes information that is generally known to the public and has commercial value in Candlewick’s business. Proprietary information includes, among other things, business methods, analytical tools, software programs, source and object codes, trade secrets, ideas, techniques, inventions (whether patentable or not) and information relating to economic analysis, designs, algorithms and research. It also includes information relating to marketing, pricing, project partners, suppliers, clients, and terms of compensation for Candlewick Representatives. The obligation to preserve proprietary information continues even after service with the Corporation ends.

12. USE OF CANDLEWICK ASSETS 

Candlewick’s assets, including funds, materials, supplies, time, information, intellectual property, software, corporate opportunities and other assets owned or leased by Candlewick, or that are otherwise in Candlewick’s possession, may be used only for legitimate business purposes of Candlewick. Candlewick’s assets are not to be misappropriated, loaned to others, donated, sold or used for personal use, except for any activities that have been approved in writing by the Corporation in advance, or for personal usage that is minor in amount and reasonable. Candlewick Representatives are to report any theft or suspected theft by following the procedures described in the section entitled “Reporting of Violations Procedure” below.

13. FAIR DEALING

Each Candlewick Representative should deal fairly and in good faith with other Candlewick Representatives, security holders, customers, suppliers, regulators, business partners and competitors. No Candlewick Representative may take unfair advantage of anyone through manipulation, concealment, misrepresentation, inappropriate threats, fraud, abuse of confidential information or any other intentional unfair-dealing practice.

14. HEALTH AND SAFETY

Candlewick strives to provide each Candlewick Representative with a safe and healthy work environment. While every attempt is made to meet and exceed the health and safety requirements for each applicable jurisdiction, it is each Candlewick Representative’s responsibility to help in this effort by following all safety and health rules and practices and promptly reporting accidents, injuries and unsafe equipment, practices and conditions. Violence and threatening behavior will not be tolerated. Candlewick Representatives are required to report to work in a condition to perform their duties, with or without a reasonable accommodation.

15. DISCRIMINATION AND HARASSMENT

Candlewick is firmly committed to providing a safe and respectful work environment free of unlawful harassment, discrimination and retaliation. In furtherance of this commitment, Candlewick strictly prohibits all forms of unlawful harassment and discrimination, including harassment or discrimination on the basis of: race, gender, sex, pregnancy, sexual orientation, colour, national or ethnic origin, religion, marital status, family status, genetic information, citizenship status, veteran status, age, disability, or any other category protected by applicable law.

Candlewick Representatives may not harass any other Candlewick Representatives, project partners, vendors, suppliers, visitors or any other person on the Corporation’s premises or any other location while doing business for the Corporation. Candlewick likewise prohibits its project partners, vendors, suppliers, visitors, and any other person on the Corporation’s premises or any other location while doing business for the Corporation from harassing Candlewick Representatives.

Examples of Prohibited Sexual Harassment: Sexual harassment includes a broad spectrum of conduct, including harassment based on sex, gender, and sexual orientation. By way of illustration only, and not limitation, some examples of unlawful and unacceptable behavior include:

Other Examples of What Constitutes Prohibited Harassment: In addition to the above listed conduct, Candlewick strictly prohibits harassment concerning any other protected characteristic. By way of illustration only, and not limitation, such prohibited harassment includes:

The Corporation is committed to supporting an inclusive and diverse workplace that recognizes and values difference.

16. REPORTING OF VIOLATIONS PROCEDURE

Candlewick Representatives have a duty to report any contravention of this Code that comes to their attention, and to cooperate in any investigation relating to possible breaches of this Code. Any Candlewick Representative who becomes aware of any violation of this Code must report it to one of the Compliance Officers and/or the Board. If any violation of this Code involves a Compliance Officer, such violation should be reported to the chair of the audit committee of the Board. Candlewick Representatives may also utilize the reporting procedures set out in the Corporation’s Whistleblower Policy.

17. NO RETALIATION

Candlewick will not retaliate against any Candlewick Representative for reporting any contravention of this Code in good faith, or for participating in any investigation of any such report in good faith, and will not tolerate or permit retaliation by any Candlewick Representative. Such retaliation constitutes a violation of this Code, and may result in disciplinary action, as explained in Section 18 below. If a Candlewick Representative believes he or she was improperly retaliated against, that individual is encouraged to immediately report the retaliation.

18. COMPLIANCE

All Candlewick Representatives have a responsibility to understand and follow this Code. In addition, all Candlewick Representatives are expected to perform their work with honesty and integrity in all areas not specifically addressed in this Code.

Records of all violations of this Code and the disciplinary action taken will be maintained by the Compliance Officers and will be placed in the Candlewick Representative’s personnel or contractor file.

Violations of this Code may result in a Candlewick Representative being disciplined by Candlewick, or constitute a breach of contract. Discipline will depend on the circumstances and can include, but is not limited to:

Candlewick will notify and co-operate with the police or other governmental authorities regarding acts of Candlewick Representatives involving violations of law. In addition, some violations may result in Candlewick bringing a claim against former or current or former employees or contractors to defend its rights vigorously.

19. COMMUNICATIONS

Candlewick strongly encourages dialogue among Candlewick Representatives and their supervisors to make everyone aware of situations that give rise to ethical questions and to articulate acceptable ways of handling those situations. The Compliance Officers shall provide an annual report to the Board on investigations and other significant matters arising under this Code, including any breach of this Code and the action taken in each situation.

20. RELATED CANDLEWICK POLICIES

This Code should be read in conjunction with Candlewick’s other related policy documents, including the Corporation’s Environmental, Social and Corporate Governance Policy, Whistleblower Policy, and Corporate Disclosure Policy.

21. LEGALNOTICE

The Corporation reserves the right to modify, suspend or revoke this Code and any and all policies, procedures and programs in whole or in part, at any time. The Corporation also reserves the right to interpret and amend this Code and these policies in its sole discretion as it deems appropriate. Any amendments to this Code will be disclosed and reported as required by applicable law.

This Code supplements any contractual obligation any person may have under the terms of any agreements with the Corporation. This Code is not intended to create any contract (express or implied)with any person, including, without limitation, any employment or consulting contract, or to constitute any promise that a person’s employment or consulting arrangement will not be terminated except for cause.

22. CURRENCY OF THE CODE AND UPDATES 

This Code was adopted by the Board on March 1, 2022.