policy on related

party transactions

Consistent with the Mission and Philosophy of Victorias Milling Company, Inc. (VMC) to be truthful, honest and transparent to its customers, business partners, employees, and stakeholders, VMC is committed to ensuring that its financial statements contain the disclosures necessary to draw attention to the possibility that its financial position and profit (or loss) may have been affected by the existence of related parties, and by the transaction and outstanding balances, including commitments, with such parties.

Definitions of terms

1. A "Related Party" is any person or entity that is related to the entity preparing its financial statements ("Reporting Entity").

a. A person or a close member of his family is related to a Reporting Entity if that person:

(i) has control or joint control over the Reporting Entity;

(ii) has significant influence over the Reporting Entity; or

(iii) is a member of the key management personnel of the Reporting Entity or of a parent of the Reporting Entity.

*Close members of the family of a person are those family members who may be expected to, or be influenced by, that person in their dealings with the entity and include:

a. individuals related by blood/legal action to the officer or employee

~ that person’s parents, children and spouse, and siblings and spouse;

~ that person’s grandparents, grandchildren and spouse, uncle or aunt and spouse, first cousin and spouse, and nephew or niece and spouse;

b. the officer’s or employee’s spouse and individuals related to the spouse

~ spouse, spouse’s parents, and children

~ spouse’s grandparents, grandchildren, aunt or uncle, first cousin, nephew or niece, and siblings.

c. An entity is related to a Reporting Entity if any of the following conditions apply:

(i) The entity and the Reporting Entity are members of the same group (which means that each parent, subsidiary, and fellow subsidiary is related to the others).

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

(iii) Both entities are joint ventures of the same third party.

(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

(v) The entity is a post-employment benefit plan for the employees of either the Reporting Entity or an entity related to the Reporting Entity. If the Reporting Entity is itself such a plan, the sponsoring employers are also related to the Reporting Entity.

(vi) The entity is controlled or jointly controlled by a person identified in (a).

(vii) A person identified in (a)(i) has significant influence over the entity, or is a member of the key management personnel of the entity (or of a parent of the entity).

2. A Related Party Transaction is any transfer of resources, services, or obligations between a reporting entity and a related party, regardless of whether or not a price is charged.

Disclosure and Review

A “Related Party” or “Corporation,” or any of its subsidiaries or affiliates shall disclose any related party transaction to VMC’s Risk & Corporate Governance Committee before entering into any transaction with VMC.

VMC’s Finance/Accounting Department shall be responsible for the disclosure of related party transactions and other applicable disclosure requirements of the Securities and Exchange Commission.

VMC shall review related party transactions and determine if these should be governed by its Policy on Conflict of Interest.