Corporate Governance

At Strategic Mining Corporation, we aim to lead by example and are committed to sound and effective corporate governance. We set high standards for our people at all levels and strive to consistently meet them.

Code of Business Conduct and Ethics

This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for employees, officers and directors of Strategic Mining Corporation (the “Company”). We also expect the consultants we retain generally to abide by this Code. Strategic Mining is committed to conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code applies to the Company, all of its subsidiaries and all other business entities that it controls worldwide.

No statement of principles and procedures can offer a complete guide to cover all possible situations. However, Strategic Mining’s directors, officers and employees are expected to observe both the spirit and the letter of this Code and to consult this Code or an appropriate representative of Strategic Mining when faced with an ethical issue.

This Code is a living document. As governance standards change and our corporation grows, the governance practices defined herein may be reassessed and modified as needed.

If you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor or the Company’s General Counsel and Compliance Officer.

Compliance and Reporting

The Company requires that all directors, officer and employees comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgement and take all responsible steps to prevent a violation of this Code, to identify and raise potential issues before they lead to problems and to ask for advice when you are uncertain.

Any director, officer or employee who becomes aware of any existing or potential violation of the Code is responsible for notifying their supervisor or a member of the senior management team. All reports will be treated confidentially, and it is the Company’s policy not to allow retaliation against anyone for reports of misconduct made in good faith. While it is the Company’s desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority.

Conflicts of Interest

Directors, officers and employees must act in the best interests of the Company. A conflict of interest can occur whenever you, as director, officer or employee, take action or have an interest that prevents you from performing your Company duties and responsibilities honestly, objectively and effectively.

For example:

• an individual’s personal interests interfere, or appear to interfere, in any way, with the interests of the Company;
• an individual takes action for his or her direct or indirect benefit or the direct or indirect benefit of a third party that is inconsistent with the interests of the Company; or
• an individual, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

Conflicts of interest are prohibited as a matter of policy, unless they have been approved by the Company. It is your responsibility to disclose to your supervisor any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. If you are an executive officer or director, you must disclose to the Board of Directors, which shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.

Outside Business Activities and Other Interests

When directors, officers and employees engage in certain activities, interests or associations outside of Strategic Mining, a conflict of interest may arise between the individual’s personal interests and those of the Company and its clients. The Company recognizes and respects the right of directors, officers and employees to take part in financial, business and other activities outside their jobs. However, these activities must be free of conflict with their responsibilities with the Company

Directors, officers and employees must obtain express written permission from their immediate supervisor prior to taking on or engaging in any business, commercial or financial interests or activities that might reasonably be regarded as creating an actual or potential conflict with their duties of employment.

Public Disclosure

Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions and to meet our reporting obligations to our stakeholders. This includes both the Company’s financial reporting and ongoing disclosure requirements under applicable securities and stock exchange requirements. The Company’s accounting and other records are relied upon to produce reports for the Company’s management, shareholders, creditors, governmental agencies and others.

Full, fair, accurate, timely and understandable disclosure in the reports and other documents that we file with, or submit to, securities regulators and stock exchanges and in our other public communications is critical for us to maintain our good reputation, to comply with our obligations under the securities laws and to meet the expectations of our shareholders and other members of the investment community. In preparing such reports and documents and other public communications, the following guidelines should be adhered to:

• all accounting records, and the reports produced from such records, must be in accordance with all applicable laws;
• all accounting records must fairly and accurately reflect the transactions or occurrences to which they relate;
• all accounting records must fairly and accurately reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses;
• no accounting records should contain any false or intentionally misleading entries;
• no transactions should be intentionally misclassified as to accounts, departments or accounting periods;
• all transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;
• no information should be concealed from the internal auditors or the independent auditors; and
• compliance with the Company’s system of internal controls is required.

If any director, officer or employee of the Company has concerns or complaints regarding accounting or auditing issues, he or she is encouraged to submit those concerns to a member of the Board of Directors.

Business records and communications often become public through legal or regulatory investigations or the media. It is the firm’s policy that the information in its public communications be full, fair, accurate, timely and understandable. We should avoid exaggeration, derogatory remarks, legal conclusions or inappropriate characterizations of people and companies. This applies to communications of all kinds, including e-mail and informal notes or interoffice memos. Records should be retained and destroyed in accordance with the Company’s records retention policy in effect from time to time.

Compliance with Laws, Rules and Regulations

The Company will conduct its business in full compliance with all applicable governmental laws, rules and regulations. Compliance with both the letter and spirit of the law is important for our reputation and continued success. Each director, officer and employee of the Company is expected to adhere to the standards and restrictions imposed by those laws, rules and regulations. For greater certainty, bribery (either providing a bribe or receiving a bribe) is against the law and is strictly prohibited. Individuals who fail to comply with this Code and applicable laws will be subject to disciplinary measures, up to and including discharge from the Company.

Accountability

Each director, officer and employee of the Company is personally responsible and accountable for their adherence to the provisions of this Code. Any violation of this Code may result in disciplinary action, up to and including termination. The Company may impose such sanctions for violations of this Code as it determines, under the circumstances, to be in the best interests of the Company and its shareholders. The Audit Committee will report any violations to the Board, and recommend appropriate actions to be taken in the event of violations of these procedures by a Senior Financial Officer.

Corporate Opportunities

Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors, officers and employees may not take for themselves (or direct to a third party) a business opportunity that arises through the use of the Company’s property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, directors, officers and employees are prohibited from using corporate property, information or position to compete with the Company.

Sometimes the line between personal benefits and those of the Company is difficult to draw, and sometimes both personal benefits and benefits to the Company may be derived from certain activities. If a directors, officers or employees have any questions that a personal use of the Company’s property or services may not solely be for the benefit of the Company, he or she should discuss the matter with Appropriate Ethics Contact.

Confidentiality

Directors, officers and employees of the Company must preserve and protect the confidentiality of information entrusted to them by the Company or that otherwise comes into their possession in the course of their employment, except when disclosure is expressly authorized or legally mandated. Unless previously published, the Company’s records, reports, papers, devices, processes, plans, methods and apparatus are considered by the Company to be secret and confidential and should not be revealed without proper authorization.

Ore Reserves

The calculation of ore reserves and other mineral resources is to be made in a manner consistent with applicable laws, and the Company’s policies and procedures. Ore reserve and other mineral resource estimates are considered confidential until made public by an officer with proper authority. Compliance with all legal requirements for the delineation of ore reserves and other mineral resources is critical.

Ore reserves are one of the primary bases for the valuation of the Company’s securities. Accurate and timely disclosure of ore reserve and mineral resource data is critical to the integrity of the Company within the investment community.

Public Relations

The Company’s President is the only official spokesperson for the Company and is responsible for all public relations, including all contact with the media, shareholders, analysts and other members of the investment community.

Company Time and Assets

Directors, officers and employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incidents of fraud or theft should be immediately reported to an individual’s supervisor or to a member of senior management for investigation. All Company assets should be used for legitimate business purposes only. Each employee must use Company time solely for work-related purposes and not for personal purposes.

E-mail and Internet

E-mail and Internet systems are provided to help us do our work. You should not access, send or download any information that could be insulting or offensive to another person, such as sexually explicit messages, ethnic or racial slurs, or messages that could be viewed as harassment. Remember that the use of e-mails is not entirely secure and may be susceptible to interception and creates a permanent record. Therefore, employees should exercise the same care, caution and etiquette in sending an e-mail message as they would in normal written business communications.

Your messages (including voice mail) and computer information are considered the property of the Company and you should not have any expectation of privacy. Unless prohibited by law, the Company reserves the right to access and disclose this information as necessary for business purposes. Use good judgment, and do not access, send messages or store any information that you would not want to be seen or heard by other individuals. Violation of these policies may result in disciplinary actions up to and including discharge from the Company.

Giving and Receiving Gifts or Benefits

Business gifts and entertainment are designed to build goodwill and sound working relationships among business partners. These courtesies include such things as meals and beverages, tickets to sporting or cultural events, discounts not available to the general public, travel, accommodation and other merchandise or services. In some cultures, such courtesies play an important role in business relationships. However, under certain circumstances, offering them may be attempts to ‘purchase’ favorable treatment and accepting them may appear to compromise our ability to make objective and fair business decisions. No gift or entertainment should be of such value as to constitute a real personal enrichment of the recipient or to be perceived as such. Cash or cash value vouchers are not to be given or accepted. Gifts or entertainment given or received on behalf of the Company should be of a nature and amount that avoid embarrassment and would not reflect unfavourably on the Company or the recipient, if subjected to public scrutiny. Giving or receiving gifts or benefits of a more substantial nature is not encouraged. However, occasionally there are special circumstances that may apply and, in such cases, permission must be obtained from the Appropriate Ethics Contact.

Payments to Domestic and Foreign Officials

Employees and officers of the Company must comply with all applicable laws prohibiting improper payments to domestic and foreign officials, including the Corruption of Foreign Public Officials Act (Canada) (the “Act”).

The Act makes it illegal for any person, in order to obtain or retain an advantage in the course of business, directly or indirectly, to offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a public official. Foreign public officials include persons holding a legislative, administrative or judicial positions of a foreign state, persons who perform public duties or functions for a foreign state (such as persons employed by board, commissions or government Companies), officials and agents of international organizations, foreign political parties and candidates for office.

Although “facilitated payments” or certain other transactions may be exempted or not illegal under applicable law, the Company’s policy is to avoid them. If any employee or officer has any questions about the application of this policy to a particular situation, please report to the President, the Corporate Secretary or such other senior officer as may be designated by the Company from time to time who, with the advice of counsel as necessary, will determine acceptability from both a legal and a corporate policy point of view, and any appropriate accounting treatment and disclosures which are applicable to the particular situation.

Violation of either of the Acts is a criminal offence, subjecting the Company to substantial fines and penalties and any officer, director or employee acting on behalf of the Company to imprisonment and fines. Violation of this policy may result in disciplinary actions up to and including discharge from the Company.

Fair Dealing

Our policy is to compete vigorously, aggressively and successfully in today’s increasingly competitive business climate and to do so in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate. We do not seek competitive advantages through illegal or unethical business practices. Stealing proprietary information, possessing or using trade secrets obtained without the owners’ consent, or inducing such disclosures by past or present employees of other companies is prohibited.

Each employee and director is expected to deal fairly with the Company’s service providers, suppliers, competitors and employees. No employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Political and Charitable Activities

Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns. In accordance with these laws, Strategic Mining does not make direct contributions to any candidates for national or local offices where applicable laws make such contributions illegal.

Strategic Mining recognizes the legitimate interests of employees in being involved in political activities, including the support of political candidates and the expression of opinions on political or public issues. Similarly, the Company recognizes and encourages employees’ involvement in charity and community service and the making of charitable donations. However, employees should make it clear that they are acting or speaking on their own behalf and not on behalf of Strategic Mining in engaging in such activities or making such donations unless they are authorized by the Company to act on its behalf. Donations of the Company’s funds or assets and the use of its name in support of political or charitable causes may only be made with proper authorization.

Equal Employment Opportunity and Harassment

We value the diversity of our employees and are committed to providing equal opportunity in all aspects of employment. We make personnel decisions on the basis of merit and contribution to the success of our organization. Concern for the personal dignity and individual worth of every person is an indispensable element in our standard of conduct. We do not tolerate or condone any type of discrimination prohibited by law, including harassment. Employees who experience or observe work-related discrimination, harassment or similar problems are urged to report them to the Appropriate Ethics Contact.

Insider Trading

Insider trading is unethical and illegal. Securities laws provide for criminal and civil liability for anyone who trades in the securities of any company while in possession of material non-public information regarding that company. These sanctions are intended to ensure that no one who is in possession of or has knowledge of undisclosed material information takes advantage of such information by trading in securities of Strategic Mining or such other entities. It is also illegal to ‘tip’ or pass on inside information to any other person who might make an investment decision based on that information or pass the information on further. In addition, insiders of Strategic Mining who do not have personal knowledge of material undisclosed information could nonetheless put themselves and the Company in an embarrassing position and could be subject to legal liability should they trade in securities of the Company coincidently before the public announcement of material information. Strategic Mining has therefore adopted a formal Insider Trading and Reporting Policy, which must be reviewed by all insiders and which, among other things, requires pre-clearance of any proposed trades in Strategic Mining securities.

Compliance Procedures

Every director, officer and employee has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. This Code cannot, and is not intended to, address all of the situations you may encounter. There will be occasions where you are confronted by circumstances not covered by policy or procedure and where you must make a judgment as to the appropriate course of action. In those circumstances or if you have any questions concerning your obligations under this Code, we encourage you to use your common sense and seek guidance from your supervisor or a member of the senior management team. Any director, officer or employee who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code should report such information to his or her supervisor or a member of the senior management team. You may choose to remain anonymous in reporting any possible violation of this Code, and all reports will remain confidential. Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reduction in salary, discharge and restitution. Violations of this Code may also constitute violations of law and may result in civil or criminal penalties for you, your supervisors and/or the Company.

Waivers of the Code of Ethics

While some of the policies contained in this Code must be strictly adhered to, there are exceptions when it would be appropriate for the Company’s Board of Directors to grant a director, officer or employee a waiver. Any director, officer or employee who believes that an exception to any of these policies is appropriate in his or her case should first contact his or her immediate supervisor. Waivers will be disclosed as required under applicable securities commission and stock exchange rules.