INSIDER TRADING POLICY

Superior Plus Corp.

A fundamental principle of securities legislation is that everyone investing in securities should have equal access to information that may affect their decision as to whether to buy, sell or hold securities. Directors, officers and employees of a corporation and consultants sometimes acquire knowledge of Material Information concerning the business and affairs of the corporation (or a related corporation) which has not yet been disclosed to the public. If that is the case, they have an unfair advantage in buying or selling securities because the seller or buyer on the other side of the transaction may have made a different investment decision had they been aware of that information.

"Material Information" is any information relating to the business and affairs of a corporation and its subsidiaries that results in, or would reasonably be expected to result in, a significant change in the market price or value of any of the corporation's securities or would reasonably be expected to affect the investment decisions of a reasonable investor. Examples include release of quarterly financial results, acquisitions, dispositions, mergers, developments in operations, changes in capital structure, dividend announcements and significant changes in earnings or cash flow prospects.

Similarly, if such a person informs another person of undisclosed Material Information, and such person buys or sells securities on the basis of that information, the seller or buyer on the other side of the transaction is, once again, at a disadvantage.

Certain securities laws in Canada have been enacted so as to prevent and deter such inequitable trading in securities by providing that:

1. persons receiving undisclosed material information are prohibited from buying or selling securities of a corporation while in possession of such material information and prior to dissemination of such information to the public;
2. directors, officers and employees are prohibited from disclosing undisclosed material information relating to the corporation to third parties, other than when it is necessary to do so in the course of business of the corporation; and
3. significant shareholders, directors and officers must report their trades in securities of the corporation.

Superior Plus Corp. ("Superior") has formulated this policy to assist directors, officers, employees and consultants of Superior and its affiliates (collectively referred to as "Superior Plus")in complying with these laws. The purpose of this policy is to confirm in writing the existing policies and procedures and guidelines relating to trading by directors, officers, employees and consultants in securities of Superior. This policy, however, in no way reduces the obligations imposed by law on directors, officers and employees. Compliance with insider trading and disclosure requirements remains the personal responsibility of such persons.

1.   Application of the Policy

This policy applies to all directors, officers, employees and consultants of Superior Plus, as well as to securities over which such director, officer, employee or consultant exercises control or direction (such as in relation to a trust or in relation to minor children or spouse) and securities which are indirectly owned (such as in RRSPs or through a wholly-owned corporation). Directors, officers, employees and consultants are responsible for ensuring compliance by their families and other members of their households with the terms of this policy.

This policy applies to any transactions in all Superior's securities, including options, warrants, debentures, as well as other derivative securities that are not issued by Superior but are based on the value of Superior's securities.

In addition, this policy applies to Material Information relating to another company that directors, officers, employees or consultants of Superior Plus may learn in the course of a proposed or pending transaction.

2.   Trading Restrictions and Blackout Periods

Directors, officers, employees and consultants may trade in Superior's securities, either directly or indirectly, or may exercise direction or control over the trading of its securities, except as follows:

1. Trading by directors, officers, employees and consultants is prohibited when they are in possession of Material Information which is being kept confidential and which has not been made public. Except in the necessary course of business, it is also illegal for anyone to inform any other person of Material non-public information (referred to as "tipping"). Directors, officers, employees and consultants of Superior Plus, with knowledge of confidential or material information about Superior Plus are prohibited from tipping or trading until the information has been fully disclosed. Employees who are not sure whether they should be trading in securities at any particular time should contact the Chairman and Chief Executive Officer ("CEO") or the Corporate Secretary, or in the absence of either, the Vice-President, Investor Relations or the Executive Vice-President and Chief Financial Officer ("CFO"), collectively (the "Designated Officers").
   
   To protect the reputation of Superior Plus and avoid the appearance of impropriety, directors, officers and other insiders are required to inquire prior to making proposed trades in Superior's securities with the Chairman and CEO or one of the Designated Officers to determine if there is undisclosed Material Information about Superior Plus that is to be announced.
2. Under this policy, trading by directors, officers, employees and consultants should not take place until after the first full business day following a broadly disseminated news release of any Material Information.
3. No trading should take place by directors, officers, employees or consultants of Superior Plus who have access to undisclosed financial information during periods when financial statements are being prepared but results have not yet been publicly disclosed. With respect to proposed public announcements for quarterly financial results, the blackout period commences two weeks following the end of the fiscal quarter and ends after the first full business day following the issuance of a news release disclosing the quarterly financial results. With respect to proposed public announcements for annual financial results, the blackout period commences one month after the fiscal year end, and ends after the first full business day following the issuance of a news release disclosing the annual financial results. Directors, officers, employees and consultants should confirm the timing for issuance of financial results prior to engaging in a transaction involving securities of Superior.
4. Blackout periods may be prescribed from time to time as a result of special circumstances relating to Superior Plus pursuant to which all directors, officers, employees and consultants of Superior Plus may be precluded from trading in securities of Superior.
5. Ontario Securities Commission Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions ("OSC Rule 48-501") imposes restrictions on the ability of insiders of Superior Plus to purchase or sell securities of Superior during certain restricted periods including those during which Superior Plus is involved in an offering of its securities by way of a prospectus or a private placement. The Rule provides for a number of exemptions from the trading restrictions. Superior Plus will institute a blackout for such periods during which Superior Plus is in the course of distributing its securities. To the extent that you wish to rely on an exemption available to you pursuant to OSC Rule 48-501 you must first seek the prior approval of the Corporate Secretary or in the absence of the Corporate Secretary, of any one of the Designated Officers on your intended reliance on such exemption.
6. If you are uncertain as to your status as an "insider" of Superior Plus, you should enquire of the Corporate Secretary or one of the Designated Officers as to the existence of any trading restrictions before entering into a transaction.

3.   Prohibition on Short Selling

A director, officer, employee or consultant must not, at any time, enter into a sale of the Superior's securities where such person does not own or has not fully paid for the securities being sold.

4.  Insider Reporting Requirements

The following is a general overview of obligations regarding insider trading reporting.

Who is an Insider?

You are deemed to be an "Insider" of Superior Plus, for reporting purposes, if you are a director or senior officer of Superior or if you are a shareholder that controls 10% or more of the securities of Superior. The definition of the term "insider" in securities legislation is very technical and you are encouraged to contact the Corporate Secretary if you are unsure whether you qualify as an insider of Superior Plus.

"Senior Officer" includes a chair or vice-chair of the board of directors, a CEO, Chief Operating Officer, CFO, president, vice-president, secretary, assistant secretary, treasurer and general manager of a corporation. It also includes any other individual who performs functions similar to those normally performed by an individual occupying such office. In addition, each of the five highest paid employees of an issuer, including any individual referenced above, is deemed to be an insider for insider trading purposes. Thus if you do not hold a senior office title, but are one of the top five highest paid employees of Superior Plus, you are considered to be an insider.

Pursuant to National Instrument 55-101 Insider Reporting Obligations, subject to certain exceptions, certain directors and senior officers of Superior Plus who would otherwise be subject to the insider reporting obligations prescribed by securities legislation by virtue of being a senior officer or director of any of its subsidiaries or divisions, are exempt from the reporting requirements. The exemption is only available to officers of Superior Plus' operating divisions other than the president and vice-president of finance of any such operating division. To the extent that you wish to rely on the exemption set out in National Instrument 55-101 please sign the Notice of Exemption attached hereto as Schedule A and return it to Heather McMaster of Superior Plus, via fax at 403-218-2973.

Filing of an Initial Insider Report

Securities regulations stipulate that, within 10 days of becoming an insider insiders of Superior Plus must file an initial insider report with the securities commissions in certain of Superior's reporting jurisdictions. Irrespective of the fact that not all jurisdictions require the filing of an initial insider report, it is prudent to file an initial insider report with all jurisdictions to which Superior is subject upon becoming an insider of Superior Plus, even though the insider may not hold securities of Superior at that time. The initial insider report will show the insider's holdings in Superior's common shares, securities including options, warrants, debentures and other debt instruments.

Filing of a Subsequent Insider Report

Reports should be filed for all purchase and sale transactions of the company's securities, option grants and exercises of options, changes in the nature of ownership within 10 days of the trade.

Preparation and Filing of Insider Reports

Insider trading reports are required to be filed electronically on the "System for Electronic Disclosure by Insiders" or "SEDI". SEDI is an Internet-based system for reporting insider trading information and can be located at www.sedi.ca. Insider reports (excluding certain personal information) that are filed on SEDI are accessible to the public via the Internet.

To assist insiders with their reporting obligations, Superior Plus will prepare and file insider trading reports on behalf of insiders. In order for Superior Plus to prepare an insider's initial insider report, insiders are asked to provide the number of securities of Superior held by them on the date they became an insider of Superior Plus and any subsequent trades made in such securities by e-mailing or telephoning Heather McMaster of Superior Plus, at hmcmaster@superiorplus.com or (403) 218-2968 with the required information.

5.  Insider Liability

Both the British Columbia and Ontario Securities Commissions levy fees for late filing of insider reports. In British Columbia, the late payment fee is currently $50 per late report and in Ontario, the late payment fee is $50 per business day, subject to a maximum of $1,000 per issuer per financial year. It is the insider's obligation to pay any late payment fees.

Each insider who fails to comply with insider trading laws is exposed to potential civil liability to third parties, fines of up to $1 million, and/or imprisonment up to five years less one day, in addition to general embarrassment and damage to his or her reputation. Further, the reputation of Superior Plus may be damaged, and it may be exposed to liability. A breach of this policy is considered a breach of the employment contract with Superior Plus and as such, violators may be immediately dismissed for cause.

6.   Further Information

Any questions concerning insider trading matters should be directed to any one of the Disclosure Policy Officers.

This policy was approved by the Board of Directors on February 18, 2009.

SCHEDULE A

Notice of Intention to Rely on Exemption pursuant to

National Instrument 55-101 Insider Reporting Exemptions

To: Superior Plus Corp.

The undersigned, being an insider of Superior Plus Corp. ("Superior"), hereby gives notice to Superior that the undersigned intends to rely on the exemption contained in Part 2 of National Instrument 55-101 - Insider Reporting Exemptions, as amended from time to time, from the insider reporting requirement otherwise applicable to the undersigned pursuant to securities legislation.

The undersigned hereby acknowledges that Superior has provided the undersigned with a copy of Superior's Insider Trading Policy.

Signature of insider

 

Name of insider

 

Date

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