Code of Ethics

1. INTRODUCTION

1.1 This Code of Business Conduct and Ethics is intended as an overview of the Company's guiding principles. This Code cannot and is not intended or to cover every applicable law provide answers to all questions that might arise. Each person must in the end rely on their good sense of what is proper, which includes the ability and willingness to seek advice and help from others on what is the appropriate course of conduct.

1.2 Our business depends upon the reputation of the Company and its directors, officers and employees for integrity and principled business conduct. This Code is a statement of goals and expectations for individual and business conduct. It is the obligation of each and every director, officer and employee of the Company to become familiar with the goals and policies of the Company and apply them in every aspect of our business.


2. CONFLICTS OF INTEREST

2.1 Directors and officers and employees of the Company have a duty of loyalty to the Company, and must therefore avoid any actual or apparent conflict of interest with the Company. A conflict can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when an employee, officer, or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. If such a situation arises, this must immediately be reported to the Chief Executive Officer who will report any such circumstances to the next meeting of the Board.


3. CORPORATE OPPORTUNITIES

3.1 No director, officer or employee may:
(a) Take for himself or herself personally opportunities that are discovered through the use of Company property, information or position;
(b) Use Company property, information or position for personal gain; or
(c) Compete with the Company.
Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.


4. FAIR DEALING

4.1 Each director, officer and employee must endeavour to deal fairly and in good faith with the Company, customers, employees, suppliers, regulators, business partners, competitors and others. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation, fraudulent behaviour or any other unfair dealing practice.


5. CONFIDENTIALITY

5.1 All directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company, its business partners, suppliers, customers or others related to the Company's business. Such information must not be disclosed to others, except when disclosure is authorised by COMPANY or required by law. Confidential information includes all information that might be of use to competitors or harmful to the Company, or its customers, if disclosed.


6. PROTECTION AND USE OF COMPANY ASSETS

6.1 ‘he Company's assets, such as information, materials, supplies, time, intellectual property, software, hardware, and facilities, among other property, are valuable resources owned, licensed, or otherwise belonging to the Company. Safeguarding the Company's assets is the responsibility of all directors, officers and employees. All Company assets should be used only for legitimate business purposes. The personal use of Company assets without permission is prohibited.


7. ENVIRONMENTAL ISSUES

7.1 ‘he Company's commitment to the environment is paramount. ‘he Company and its subsidiaries will comply with best practice in the industry in protecting the environment. It is the Company's policy to meet or exceed all applicable regulatory requirements and to comply with best practice in the industry. Each director, officer and employee of COMPANY should work with respect for the environment and in accordance with this environmental policy.


8. ACCOUNTING PRACTICES

8.1 It is the policy of the Company to disclose the financial condition of the Company in full compliance with applicable accounting principles, laws, rules and regulations. All books and records of the Company must be kept in such a way as to properly reflect all Company transactions.


GMT