1. Honest and Ethical Conduct: Each Employee will act and conduct themselves honestly and ethically, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
2. Full, Fair, Accurate, Timely and Understandable Disclosure: Each Employee will make full, fair, accurate, timely and understandable disclosure in reports and documents prepared for the Company and which the Company files with, or submits to, the regulatory authorities and in other public communications made by the Company.
3. Expenses Reporting: Each Employee will exercise integrity, prudence and judgment in incurring and approving business expenses and ensure that business expenses are reasonable and serve the Company's business interests. Each Employee should ensure that all transactions and expenses are properly authorized and recorded accurately, completely and promptly.
4. Disclosure of Transactions and Expenses: No Employee shall conceal any funds, expenses or transactions from management, the Disclosure Committee or the Company's Auditors
5. Compliance with Applicable Laws: Each Employee will comply with applicable governmental laws, rules and regulations.
6. Accept or Offer to Bribes: No Employee shall attempt to improperly influence the decisions of any party dealing with the Company by offering or accepting gifts or bribes out of the ordinary course of business.
7. Intellectual Property: Each Employee shall take precautions to avoid inadvertent disclosure of the Company's confidential information and intellectual property by not discussing such information in public.
8. Reporting of Conflicts of Interest: Each Employee will promptly report any material transaction or relationship that reasonably could be expected to give rise to a "conflict of interest" to the Disclosure Committee. A "conflict of interest" occurs when an Employee's personal interests could compromise, or could reasonably appear to compromise, that Employee's ability to perform his/her responsibilities objectively and in the best interests of the Company. Even the perception of the conflict should be avoided as it may jeopardize the trust of the Company's stakeholders. Any situation which might constitute a potential conflict of interest should be reported to the Disclosure Committee.
9. Corporate Opportunity; No Employee will:

   i) take personally for his/her self or associates, the benefit of or from any business opportunity that is discovered by virtue of the Employee's position or through the use of the Company's property or information that may reasonably be expected to compete now or in the future with the business of the Company;

   ii) serve as a director or officer of, or work as an employee or consultant for, any competitor or business partner of the Company without first disclosing same to the Disclosure Committee in writing and abiding by their decision.

10. Consequences for non-adherence to the Code: Any violation of this Code, whether or not material, may have repercussions which could include termination of employment and or legal action to recover damages or property.

Issued by the Board of Directors