Insider

trading policy

This policy applies to any director, officer, executive, employee, consultant, or relative of these persons who have access to material, non-public information regarding the securities of Victorias Milling Company, Inc. (VMC).

What is an “insider?”

An Insider, as defined in Section 3.8 of the Securities and Regulations Code (SRC), is any of the following:

1. The issuer;

2. A director or officer (or person performing similar functions) of the issuer (or a person controlling the issuer);

3. A person whose relationship or former relationship to the issuer gives or gave him access to material information about the issuer, or information about securities that is not generally available to the public;

4. A government employee, director, or officer of an exchange, clearing agency, and/or a self-regulatory organization who has access to material information about an issuer, or information about securities that is not generally available to the public; or

5. A person who learns of such information through communication with an Insider.

What is considered “material nonpublic” information?

1. Information that has not been disclosed to the public and would likely affect the market price of securities if the said information is disseminated to the public

2. Information that would be considered by a reasonable person as important when deciding on whether to buy, sell, or hold securities

Acts of Insider Trading

1. It shall be unlawful for an Insider to sell or buy the securities of an issuer while in possession of material nonpublic information, unless:

2. It shall be unlawful for any Insider to communicate material nonpublic information about the issuer or the securities to any person if the Insider communicating the information knows (or has reason to believe) that such person will likely buy or sell the securities while in possession of such information.

3. Where a tender offer has commenced or is about to commence, it shall be unlawful for:

a. any person (other than the one offering), who is in possession of material nonpublic information relating to such tender offer, to buy or sell the securities of the issuer if this person knows (or has reason to believe) that the information is nonpublic and has been acquired directly or indirectly from the one who made the tender offer, those acting on its behalf, the issuer of the securities, or any Insider of such issuer; and

b. any one making the tender offer, those acting on its behalf, the issuer of the securities sought or to be sought by such tender offer, and any Insider of such issuer to communicate material nonpublic information relating to the tender offer to any other person when such communication is likely to result in a violation of the preceding SRC Rule.

*The term "securities of the issuer sought or to be sought by such tender offer" shall include securities convertible into such securities, or any options or rights to any of these securities.