Whistle Blower Policy

Purpose

Any employee, ex-employee, or other stakeholder who has reasonable cause to suspect acts of fraud, accounting irregularities, material omissions of public disclosure, conflicts of interest, or other wrongdoing (a "Whistle Blower") on the part of the Carmanah Technology Corporation ("Carmanah" or the "Company") may report, in confidence, such acts to our designated service provider, Whistleblower Security.

Responsibility of the Service Provider

Upon receipt of a report from a Whistle Blower, the representative will attempt to obtain factual information to clarify, confirm or disprove any allegations, and will use good judgment to determine whether to proceed with further investigation.

For greater clarity, such initial communication need not contain details which may reveal the identity of the Whistle Blower. The representative will carefully consider the materiality of the allegation, paying special attention to allegations of fraud and other deliberate acts which may result in serious harm to the Company or its shareholders. Further investigation, if any, will begin with a conference between the representative and at least one other independent Board member, after which a decision will be made by these independent Board members on appropriate action. All investigations will proceed in a timely manner. Should the Board deem it necessary, outside legal counsel will be consulted. If the allegation is against or implicates any Board member, these Board members will not participate in any related Board-level investigation or decisions.

The representative is instructed to exercise discretion at all times and to hold any information obtained about the identity of a Whistle Blower in strict confidence until the Whistle Blower agrees otherwise, and then to only disclose such information on a need to know basis. The representative will ensure that no repercussions are forthcoming upon with Whistle Blower as a result of contacting the representative, and that anonymity is maintained where possible.

Responsibility of the Whistle Blower

The Whistle Blower shall use good judgment and factual information in reporting suspected acts of wrong-doing in order to avoid unnecessary and damaging allegations. Should the Whistle Blower wish to remain anonymous, the onus is on them to take necessary precautions, and to clearly state this intention to the representative.

Responsibility of the Company

Carmanah's website has the contact information and procedures available for filing a whistle blowing claim. Carmanah will reimburse the Board of Directors and the Whistle Blower for all reasonable legal fees or other costs incurred during the investigation of the Whistle Blower's allegations.

Whistle Blower Representative Contact Information

Procedure

1. The Whistle Blower contacts the representative. The report may be made anonymously, or Whistle Blower contact information may be provided so that the representative may follow up with further questions.
2. The representative will interview the Whistler Blower (if possible) or otherwise attempt to ascertain the factuality of the allegations presented.
3. Using the facts presented, good judgment, considering the materiality of the effect of the allegation(s) and if necessary seeking the advice of outside advisors, the Board of Directors will decide to either initiate a formal inquiry or to cease further action, with the option of re-opening the matter at a later date should further information come to light. A decision to cease further action will be communicated to the Whistle Blower and the Company's outside legal counsel.
4. Should the matter progress to a formal inquiry, outside legal counsel will become involved and an inquiry panel comprising all independent Board members will be assembled. The panel will investigate the allegations as it seems fit, consider the recommendations of legal counsel, deliberate on the matter, and take appropriate action expeditiously.