Code de Conduite

The Company has adopted this Code of Conduct as part of its practice of good corporate governance. The purpose of the Code of Conduct (the "Code") is to assist all Company personnel in making decisions regarding the affairs of the Company (including its subsidiaries). The Code states basic principles that should guide the affairs of the Company and deals with certain specific situations but is not comprehensive. Personnel are encouraged to consult with the Chief Executive Officer for direction of specific issues on conflicts or potential conflicts.


The Company (including its subsidiaries) and its directors, officers, employees and consultants shall comply with the following obligations, under which Company personnel should:

BASIC PRINCIPLES
Conduct the Company's business and affairs honestly and with integrity, using high ethical standards.

ACCURATE FINANCIAL RECORDING AND DISCLOSURE
Maintain records that accurately reflect the Company's operations. Commencing with Q1 2011, financial statements are prepared in accordance with international financial reporting standards (IFRS) and applicable securities laws, using the highest standards of integrity and materiality.

COMPLIANCE WITH LAWS
Comply with the laws of each jurisdiction in which the Company does business.

OBLIGATIONS TO SHAREHOLDERS
Conduct the Company's affairs with a view to the best interests of the Company as a whole and to enhance shareholder value.

CONFLICT OF INTEREST
Avoid all situations that might reasonably be perceived to conflict or have the potential to conflict with their duties to the Company. If a member or a director's, officer's, employee's or consultant's immediate family holds a greater than 5% equity interest in, is a director, officer or employee of, or has a significant financial stake in a competitor to the Company, this will be considered a conflict situation that will be required to be disclosed. Where a conflict or potential conflict arises in the situation of a director or officer, such individual shall comply with applicable corporate laws with respect to such a conflict. If a conflict or possible potential conflict is identified involving an employee or consultant, the individual shall disclose same to the Chief Executive Officer and shall abide by the recommendation of Chief Executive Officer with respect to the potential conflict.

STOCK TRADING AND USE OF MATERIAL INFORMATION Comply with the Company's Policy on Stock Trading and Use of Material Information as established by the Board of Directors from time to time.

COMMUNICATIONS AND CORPORATE DISCLOSURE
Comply with the Company's Communications and Corporate Disclosure Policy

RESPECT AND TOLERANCE
Not tolerate discrimination, intimidation or harassment on the basis of race, colour, age, gender, sexual orientation, marital status, physical or mental disability, national or ethnic origin or religious beliefs. Employees are entitled to work in an environment which is respectful of their dignity, rights, needs and individual differences.

ENVIRONMENTAL STANDARDS
Conduct the Company's exploration, development and mining operations using environmental best practices with a goal to protecting human health, minimizing impact on the ecosystem and returning exploration and mining sites to a high environmental standard.

SAFETY
Provide safe and healthy working conditions and comply with all occupational health and safety laws and regulations CONTRIBUTION TO LOCAL COMMUNITIES - Conduct the Company's operations with a view to respecting and enhancing the economic and social situations of the communities in which the Company operates

DEALING WITH PUBLIC OFFICIALS
Not make any payment or confer any benefit on a public official to induce that official to misuse his or her position to the benefit of the Company

BENEFITS GIVEN
Not provide gifts or other personal benefit to others that would be considered extravagant or would reflect unfavourably on the Company, and not in compliance with anti-corruption laws of Canada.

BENEFITS RECEIVED
Not seek or receive gifts or other personal benefit from those doing or seeking to do business with the Company which might reasonably be perceived to have the ability to affect the recipient's judgment or conduct involving the Company.

OTHER ENTITIES
Use reasonable efforts to ensure that the companies and individuals with which the Company does material business also observe high ethical standards

COMPLIANCE WITH THE CODE
It is the responsibility of all directors, officers, employees and consultants to be aware of their obligations under and to comply with this Code. All breaches of this Code shall immediately be reported to the Chief Executive Officer. All reports by an individual of violations will be kept confidential except if otherwise required by law. Individuals who breach the Code may be subject to disciplinary action including dismissal.