Code of business conduct and ethics 

Contents

Purpose, p.2

Application, p.2

A commitment to ethical business conduct, p.3

Respect for the law, p.3

Contracts and fair dealing, p.4

Gifts and entertainment, p.4

Books and records, p.5

Dealing with public officials, p.6

Conflict of interest, p.8

Outside directorships, p.9

Information systems, p.9

Confidential and proprietary information, p.10

Corporate opportunities, p.11

Inside information and insider trading, p.11

Timely disclosure, p.12

Occupational health and safety, p.12

Sustainability, p.13

Human rights, employee harassment and discrimination, p.13

Compliance with the Code, p.14

Waivers of the code of business conduct and ethics, p.15

No third-party beneficiaries, p.15

Disclosure of Code, p.15

 

Code of business conduct and ethics 

Purpose

The Board of Directors ("Board") of Mariposa Resources, Ltd. ("Mariposa" or"company") is committed to excellence in all aspects of corporate governance andthe highest standards in ethical, principled and prudent business practices. 

This Code of Business Conduct and Ethics (the "Code") is intended to promoteprudent business practices, deter wrongdoing, and document and promote theprinciples of conduct and ethics to be followed by Mariposa. In so doing, thecompany is furthering its core values through commitments to the communitieswhere it operates, to employees, to business partners, to shareholders, to otherstakeholders, and to society.

Specifically, the purpose is to:

- promote honest and ethical conduct, including the ethical handling of  actual or apparent conflict of interest between personal and professional  relationships;

- promote compliance with applicable governmental laws, rules and  regulations;

- promote full, fair, accurate, timely and understandable disclosure in  reports and documents that Mariposa files with, or submits to, securities  regulators and in other public communications made by the company;

- promote the prompt internal reporting of violations of this Code;

- promote avoidance of conflicts of interest, including disclosure to an  appropriate person of any information, transaction or relationship that  reasonably could be expected to give rise to such a conflict; 

- provide guidance to employees, officers and directors to help them  recognize ethical issues;

- provide mechanisms to report unethical conduct and facilitate  accountability for adherence to the Code; and

- foster in Maiposa a culture of honesty and accountability.

The Code has been adopted pursuant to Section 406 of the Sarbanes-Oxley Actof 20021 and the Marketplace Rules of the NASDAQStock Market, Inc.2**Application**
This Code applies to Mariposa and its subsidiary and affiliated companies andjoint ventures worldwide, including all directors, officers, employees (whetherfull-time, part-time or contract), agents and contractors. For greatercertainty, it provides written standards and guidance to the company's principalexecutive officer, principal financial officer, principal accounting officer orComptroller or those performing similar functions, and any "executive officers"(as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934, asamended3) of the company not named above (collectively, "coveredpersons").

Insofar as other policies or procedures of Mariposa govern or purport togovern the behaviour or activities of directors, officers, employees, agents orcontractors, they are superseded by this Code to the extent that they areinconsistent or in conflict with provisions of the Code. 
**A commitment to ethical business conduct**
The Code affirms Mariposa's commitment to uphold high moral and ethicalprinciples and specifies the basic norms of behaviour for those making decisionsand conducting business on its behalf. While the company's business practicesmust be consistent with the business and social practices of the communities inwhich Mariposa operates, we believe that honesty and good faith is the essentialstandard of integrity in any locale. Thus, though local customs may vary,Mariposa's activities are to be based on honesty, integrity and respect. 

Some of the ethical standards to which Mariposa is committed, and for whichall covered persons are individually accountable, are:

- conducting the company's business in compliance with applicable  government laws, rules and regulations;

- dealing honestly and fairly in transactions with contractors, suppliers,  customers and others;

- avoiding situations where personal interests are, or appear to be, in  conflict with Mariposa's interests;

- responsibly using and protecting company assets, including property,  equipment, facilities, funds and information;

- maintaining confidentiality of non-public information and not acting on  such information for personal gain.

Directors, officers, employees, agents and contractors are not to engage inconduct or activity that could embarrass Mariposa or raise questions about itshonesty, impartiality and reputation. 

It is the duty of every director, officer, employee of the company, agent andcontractor to act honestly and in good faith with a view to the best interestsof Mariposa; and to exercise the care, skill, and diligence that a reasonablyprudent person would exercise in comparable circumstances. All are expected tolead by example and ensure their personal and business conduct meets thesestandards.
**Respect for the law**
The company and its employees shall comply with all laws, rules andregulations and governmental requirement of those jurisdictions in which itconducts business.
**Guidance**
Many of the company's activities are subject to complex, changing and, insome cases, conflicting laws, in the United States and abroad, affecting bothlocal and foreign operations. Ignorance of the law is not a defense and is notacceptable. Moreover, agreements or arrangements need not necessarily be inwriting for a contravention to be inferred from the conduct of the parties.

Accordingly, our directors, officers, employees, agents and contractors mustdiligently seek to avoid conduct which might be interpreted as being incontravention of laws governing the affairs of the company in any jurisdictionwhere it carries on business. No one may permit their decisions to be improperlyinfluenced nor shall they improperly influence the decisions of others,irrespective of any perceived benefits to the company. Moreover, the companypromotes fair competition and requires its employees to avoid all actions whichcould be construed as being anti-competitive.

Compliance with the general laws and ethics of United States apply to alljurisdictions where the company conducts its operations. For example, bribery,sexual harassment, substance abuse, the exploitation of child labour or abuse ofhuman rights will not be tolerated, irrespective of the local laws governingsuch matters.

Each person is responsible for understanding the laws that govern his or herwork. Unlawful conduct will not be tolerated, even when the intent is to furtherother legitimate corporate objectives. If an employee is in doubt about theapplication of any legal requirement, they should refer the matter to his or hersupervisor who, if necessary, should seek the advice of the Vice-President orcorporate legal counsel. In those circumstances where timely legal advice isimpractical, employees should conduct themselves in a manner which they wouldnot hesitate to have fully and publicly disclosed.
**Contracts and fair dealing**
The company values its reputation for fair dealing and holds itself and itsemployees to the highest standard when contracting with others and fulfillingthose contracts.
**Guidance**
Mariposa honours its commitments, duly performs its obligations and treatswith respect those that are obligated to it. Employees should treat fairly thosethey have dealings with and be honest with the company, its suppliers,customers, partners and others in its employ as well as members of thecommunities in which it carries on its operations.

Employees are required to select and deal with suppliers, customers andothers doing or seeking to do business with Mariposa in a completely impartialmanner and be perceived by others to be acting in an impartial manner, withoutfavour or preference based upon any considerations other than the best interestsof Mariposa.

Negotiations must be carried out in good faith with no intention to mislead.Mariposa is proud of its efforts to be the "partner of choice" for jointventures, partnerships and other shared business operations with smaller orlarger companies as well as its peers and it relies on its employees, advisorsand agents to support and enhance these achievements.

Employees must refrain from disparaging competitors or their products andshould not improperly seek competitors' trade secrets or other confidentialinformation nor take improper or unlawful advantage of others in its businessdealings.
**Gifts and entertainment**
Employees, officers and directors shall not offer or give on behalf ofMariposa extravagant or excessive gifts, entertainment or benefits to others.

Mariposa discourages the receiving of gifts or entertainment by employees,officers and directors from persons outside the company, and discourages thegiving of gifts or entertainment by employees or agents on behalf of the companyto persons outside the company. Such practices are permissible only where theyinvolve modest values and conform to the following basic principles: they areinfrequent; they legitimately serve a definite business purpose; they areappropriate to the business responsibilities of the individuals; and they arewithin limits of reciprocation as a normal business expense.

Employees, officers and directors must not use their position to obtainpersonal gain or benefit from those doing or seeking to do business withMariposa.
**Guidance**
Mariposa strives to maintain the highest standards of ethics in its relationswith those with whom it does business. Secret commissions or other direct orindirect compensation to their parties or their family members, friends orassociates are contrary to these principles. Actions taken and decisions made bycompany employees should be on the basis of an impartial and objectiveassessment of the facts in each situation, free from influence by gifts, favoursand the like, which may adversely affect the judgements involved. While gifts ofservices may foster important business relationships, the company must avoideither the fact or the appearance of improper influence in its relationshipswith organizations or individuals with whom the company deals in the course ofits business.

No gift or entertainment shall be of such value as to constitute a realpersonal enrichment of the recipient or to be perceived as such. Cash or cashvalue vouchers are not to be given. Gifts or entertainment given on behalf ofMariposa should be of a nature and amount that avoid embarrassment and would notreflect unfavourably on Mariposa or the recipient, if subjected to publicscrutiny.

No gift, favour or entertainment received from business associates ofMariposa shall be of such a nature as might affect, or reasonably be perceivedto affect, an employee's, officer's or director's judgement or conduct inmatters involving Mariposa. Cash or cash value vouchers are not to be accepted.

If there is any doubt about the possible application of these principles tospecific circumstances, individuals may consult the President, Vice-President,Operations or corporate legal counsel.
**Books and records**
The company's books and records will reflect in an accurate and timelymanner, all company transactions in order to meet statutory requirements and toensure proper preparation of company financial statements.
**Guidance**
All financial statements and books, records and accounts of the company mustaccurately reflect transactions and events and conform both to legalrequirements and accounting principles and also to the company's system ofinternal accounting. Employees are responsible for ensuring that false orintentionally misleading entries are not made by them, or anyone reporting tothem, in the company's accounting records. Regardless of whether reporting isrequired by law, dishonest reporting within the company or to organizations orpeople outside the company is prohibited. 

All officers and employees of the company that are responsible for financialand accounting matters are also required to ensure the full, fair, accurate,timely and understandable disclosure in all periodic reports required to befiled by the company with securities and other regulatory authorities. Thiscommitment and responsibility extends to the highest levels of Mariposa'sorganization, including the President, Vice-President, Operations, andComptroller. 

There must be no concealment of information from (or by) management, or fromMariposa's auditors or legal counsel.

All employees, officers and directors are responsible for reporting toMariposa any questionable situation regarding Mariposa's accounting, internalaccounting controls or auditing matters, or a concern regarding questionableaccounting or auditing matters that come to their attention. Any individual maysubmit concerns, confidentially or anonymously, to the Chair of the AuditCommittee or the Chair of the Board.
**Dealing with public officials**
All dealings between officers, employees, agents and contractors of thecompany and public officials or other persons will be conducted in a manner thatwill not compromise the integrity or question the reputation of any publicofficial or other person, the company or its affiliates.
**Guidance**
Even the appearance of impropriety in dealing with public officials andothers is not consistent with this principle. Participation, whether directly orindirectly, in any bribes, kickbacks, contributions or similar payments is alsoprohibited, whether or not they might further the business interests of thecompany.
**1. Gifts, favours and bribery**
Public officials play a special role in society. Conduct that may beacceptable in the commercial business environment may not be acceptable inrelations with public officials. Mariposa employees, officers, directors, agentsand contractors may use only appropriate and lawful means to persuade publicofficials to render decisions or exercise discretion to the benefit of Mariposa.Efforts in matters affecting Mariposa's interests must be based solely on themerits and pursuant to proper procedures.

Employees, officers, directors, agents and contractors may not offer, provideor solicit, directly or indirectly, any special treatment or favour from apublic official in return for anything of economic value or the promise orexpectation of future value or gain. Further, because of the potential formisunderstanding, Mariposa may not confer special treatment, favours, benefitsor gifts upon public officials even if there is no matter pending before thepublic official. Often, individual agencies or governmental units have detailedwritten codes of conduct relating to relations between public officials andtheir constituency. Some allow acceptance of gifts or entertainment of nominalvalue, such as a lunch or other entertainment, but many do not. Individualsshould familiarize themselves with and adhere to the written codes of conduct,rules and regulations of the governmental units within their area ofresponsibility. "Unwritten" custom and practice may not conform to written codeor law.
**2. Foreign Corrupt Practices Act**
The Foreign Corrupt Practices Act sets forth additional requirements forMariposa's relationships with non-U.S. government representatives. As a UnitedStates based company, Mariposa is required to adhere to all standards set forthin the Foreign Corrupt Practices Act regardless of the nationality of theindividual acting on behalf of Mariposa. 

First, the Act sets forth financial recording requirements. It requires thatMariposa maintain books and records that accurately and fairly reflect alltransactions, that Mariposa maintain a system of internal accounting controls toensure that assets are safeguarded, that transactions to management'sauthorizations and that Mariposa's accounting records are accurate. Noindividual may falsely report transactions or fail to report the existence offalse documentation in the accounting records. An example of such improperdocumentation would be the disguising of an illegal bribe as a consulting fee.Individuals certifying the correctness of records, including vouchers or bills,must have a reasonable basis to believe that the information is correct andproper.

The Foreign Corrupt Practices Act also requires that U.S. business relationswith foreign government representatives conform to the standards that exist inthe U.S., even if a different business ethic is prevalent in the other country.Accordingly, no person or enterprise acting on behalf of Mariposa, directly orindirectly, may offer a gift, payment or bribe, or anything else of value,whether directly or indirectly, to any foreign official, foreign political partyor party official, or candidate for foreign political office for the purpose ofinfluencing an official act or decision (such as the issuance of an explorationpermit or concession), or seeking influence with a foreign government in orderto obtain, retain or direct business to Mariposa or to any person. In short,such activity cannot be used to improve the business environment for Mariposa inany way.

Thus, even if such payment is customary and generally thought to be legal inthe host country, it is forbidden by the Foreign Corrupt Practices Act andviolates U.S. law, unless it is (1) expressly authorized by a written law of thehost country, or (2) a reasonable and bona fide expenditure, such as travel andlodging expenses that is directly related to the promotion, demonstration orexplanation of products or services; or the execution or performance of acontract with a foreign government or government agency. As is the case underU.S. law, even inexpensive gifts to government or political party officials,such as tickets to sporting events, may be prohibited under foreign local lawand therefore could constitute a violation of the Foreign Corrupt Practices Act.If questions arise with respect to expenses to be incurred on behalf of foreignofficials, all employees, officers or directors shall consult with the Presidentor the Vice-President, Operations before Mariposa pays or agrees to pay suchexpenses. 

Some "expediting" payments are authorized under the Foreign Corrupt PracticesAct. Such payments must be directly related to nondiscretionary conduct by lowerlevel bureaucrats and unrelated to efforts by Mariposa or its affiliates orsubsidiaries to obtain significant concessions, permits or approvals. Examplesinclude permits relating to qualifying to do business in a foreign country,processing of visas and work orders, or obtaining police protection. Suchpayments do not include payments of any kind relating to terms of continuing ornew business agreements. Because a recent United States Court of Appealsdecision has created considerable uncertainty as to what constitutes apermissible "expediting" payment, no employee, officer or director shall makeany such payment without first having submitted to the President or theVice-President, Operations a complete and accurate description of the proposedpayment and received written authorization from the President or Vice-Presidentto make the proposed payment.

A violation of the Foreign Corrupt Practices Act can result in criminalcharges against Mariposa, its officers, its directors and the individualsdirectly and/or indirectly committing the violation, regardless of the person'snationality.
**3. Political contributions**
Mariposa may, from time-to-time, make contributions to candidates, theircampaigns or political parties, where permitted by law, but only with the priorapproval of the Board.

Each employee is encouraged to participate in the electoral process as acitizen and fully exercise his or her right to vote, provided that this does notinvolve the use of company funds, time, equipment, supplies, facilities, orother resources. When employees, officers, directors or agents participate inpersonal political activities, they should ensure it is clear they are acting ontheir own behalf and not as a representative of the company.
**Conflict of interest**
Employees must avoid all situations in which their personal interestsconflict or might appear to conflict with their duties to Mariposa.

A fundamental duty of directors, officers and agents is to act in the bestinterests of the company. Therefore, each must avoid any situation in whichthere is a conflict between his or her duty to the company and his or herprivate interest, including duties to others. 
**Guidance**
Employees and officers should avoid acquiring interests or participating inany activities that would tend to deprive the company of the time or attentionrequired to perform their duties properly or to create an obligation ordistraction which would affect their judgement or ability to act solely inMariposa's best interest.

Opportunities which become available to an employee, officer or director byreason of his or her job, position, or employment activities must be disclosedto the company and be treated as belonging to Mariposa even if they ariseoutside of normal working hours.

Ownership or an ownership interest in a competing or complementary businessmight create, or appear to create, a conflict. Employees and officers mustdisclose to their supervisor or the President, in writing, all business,commercial or financial interest or activities where their activities mightreasonably be regarded as creating an actual or potential conflict with theiremployee or officer duties.

Every employee of Mariposa who has executive or managerial responsibility isrequired to see that actions taken and decisions made within his or herjurisdiction are free from the influence of any interests that might reasonablybe regarded as conflicting with those of Mariposa. Employees must do more thanmerely act within the law. They must act in such a manner that their conductwill bear the closest scrutiny should circumstances demand that it be examined.Not only actual conflicts of interests, but the very appearance of conflict,must be avoided.

If a "conflict of interest" exists, and there is no failure of good faith onthe part of the employee or officer, it is Mariposa's policy to allow areasonable amount of time for the individual to correct the situation in orderto prevent undue hardship or loss. Decisions in this regard shall, however, bewithin the discretion of Mariposa management, whose first concern must be theinterests of Mariposa. 

Each director and officer must disclose all circumstances that constitute aconflict of interest or might be perceived by a reasonable, well-informed personto constitute a conflict of interest. A conflict may exist where a person closeto the director or officer, such as a relative, partner, client or employer willbenefit, even though the director or officer will not realize any personalprofit or financial advantage. 

Disclosure may be made by directors to the Board at the meeting. However, itis better if disclosure is made as early as possible and in advance of ameeting. Such advance disclosure should be made by directors and officers to thecorporate secretary or the chair. Any such advance disclosure must be reportedto the Board by the secretary or chair. After disclosing the conflict, directorsand officers must abstain from voting or otherwise participating in thediscussion and decision-making process related to the matter in conflict andmust excuse themselves from that portion of the meeting related to the matter.The disclosure and abstention shall be recorded in the minutes of the meeting.

If any director or officer is concerned that he or she or another director orofficer may have a conflict of interest, he or she is encouraged to raise thatconcern with the corporate secretary or the chair who will investigate theconcern and recommend actions needed to eliminate or address an actual orperceived conflict of interest. 

Conflicts of interest relating to entities supplying, purchasing from orcompeting with Mariposa may include:

- the holding, directly or indirectly by a member of the employee's or  officer's immediate family, of a substantial financial interest in any  business entity that does or seeks to do business with, or is in competition  with, Mariposa;

- a partnership, profit-sharing arrangement, creditor/debtor relationship  with such an entity;

- an employee or member of the employee's or officer's immediate family  serving as an agent, representative, director, officer or employee of, or  consultant to, such an entity; and

- the acceptance of any loan, service or other benefit from any such entity  (other than borrowing on commercial terms from entities who are in the  business of lending).
**Outside directorships**
Employees and officers of the company may not serve as directors of anyoutside business organization unless such service is specifically approved bysenior management or the Board respectively.
**Guidance**
There are a number of factors and criteria that the company will use indetermining whether or not to approve an employee or officer's request for anoutside business directorship. Directorships in outside companies should satisfya number of business considerations including furthering the interests of thecompany, not detracting in any material way for the person's ability to fulfillhis or her commitments to the company, and, not raising the possibility of aconflict of interest. When evaluating requests the company will also take intoconsideration the time commitment and potential personal liabilities arisingfrom the responsibilities associated with a particular outside directorship.
**Information systems**
Mariposa's computer and information systems are valuable assets of thecompany. Consequently, their use must be in accordance with company policies andpractices designed to protect the integrity of those systems and associateddata.
**Guidance**
Mariposa employees, officers, directors, agents and contractors must adhereto the following policies when conducting business on the information systemsthe company uses (such as voice mail, electronic mail, the internet, facsimile):

(a) Said persons are responsible for protecting and maintaining the  confidentiality of Mariposa information which is communicated or stored using  these systems, including use of passwords and properly secured communication  methods;

(b) Said persons have access to Mariposa information systems to assist them  in performing their responsibilities. Modest personal use is permitted if it  is unrelated to outside business activities, does not interfere with Mariposa  business or the performance of work responsibilities, and is not performed  during working hours;

(c) All computer software used on Mariposa's information systems must be  properly licensed;

(d) Messages created, distributed or stored on either the electronic mail  or automated voice mail systems are considered the property of Mariposa.  Mariposa reserves the right to access messages. This access is necessary for  many reasons, including the investigation of breaches of security or corporate  procedures or to respond to external requests for information that Mariposa is  legally required to provide. It is Mariposa's policy not to indiscriminately  access a person's electronic or voice mail messages;

(e) Offensive material (such as pornography, hate literature, etc.) is not  permitted on Mariposa's information systems; and

(f) Sensitive transactions (such as take-over bids, acquisitions, etc.)  must not be conducted electronically unless an appropriate level of security  is implemented to protect the confidentiality of the material.
**Confidential and proprietary information**
Unless previously published, the company's records, reports, papers, devices,processes, plans and methods are proprietary and confidential and should not berevealed without proper authorization. The control and release of informationmay be subject to privacy and other laws in the jurisdictions in which Mariposais operating.

Mariposa retains the exclusive proprietary right to any information developedby employees, officers, agents or contractors in the course of their work withMariposa. Examples may include inventions, designs, discoveries or softwareprograms.
**Guidance**
Customers, employees, investors and the public should have such informationabout the company as is necessary for them to judge adequately the company andits activities. The company believes that full and complete reporting toregulatory agencies, and the provision only by properly authorized officers oremployees of information required by the public, constitute a responsible andworkable approach to the interests of disclosure. However, the company, exceptas required by law, should not disclose information which might impair its owncompetitive effectiveness or which might violate the private and privacy rightsof employees, other individuals, joint venture entities or institutions.

The duty of directors and officers to act in the best interests of thecompany requires them to maintain the confidentiality of all confidentialinformation and records of the company and to not use or disclose theinformation or records, except in the course of the performance of their dutiesto the company. 

Directors should assume that information given to the Board is confidentialuntil it is disclosed by management in the ordinary course of business. If indoubt, directors should consult with the Chair or the President forclarification. 

Directors and officers must not use or disclose confidential informationobtained from the company to further their private interests or the interests oftheir friends, relatives, or employers, or any other person or organization. 

As part of due diligence the company should execute confidentialityagreements with significant contractors, consultants, agents, partnerships andjoint venture entities.

Proprietary information developed or acquired by Mariposa, including tradesecrets and other mineral resource/reserve, technical, financial and businessinformation, is a valuable asset that must be kept confidential and protectedagainst theft, loss or misuse. Confidential information (including privateinformation such as employee personal information and information acquired fromthird parties pursuant to a confidentiality agreement) must be used forauthorized purposes only. Information that is not generally available to thepublic concerning the activities, results or plans of Mariposa must also be usedonly for authorized purposes. Confidential or proprietary information must neverbe used for personal gain.

The disclosure of Mariposa's confidential or proprietary information toexternal entities (other than approved auditors, lawyers or bankinginstitutions) must be authorized by the President or Vice-President, Operationsof Mariposa and should be limited to those who have a strict "need-to-know"requirement. Any disclosure to these external entities must be made subject tothe completion of a confidentiality agreement restricting the recipient fromdisclosing or using the information in an unauthorized manner.

In most jurisdictions, the law requires that if personal financial benefit isgained by the use or misuse of Mariposa property or of information that isconfidential to Mariposa's business, then the employee must account to thecompany for any benefit.
**Corporate opportunities**
Directors, officers, employees and agents owe a duty to the company toadvance its legitimate interests when the opportunity to do so arises.
**Guidance**
Directors, officers, employees and agents are prohibited, without the consentof the Board from (1) taking for themselves opportunities that are discoveredthrough the use of corporate property, information or their position, (2) usingcorporate property, information or their position for personal gain, and (3)competing with the company directly or indirectly.
**Inside information and insider trading**
Inside information obtained, as a result of a director's, officer's orindividual's service and/or employment with the company will not be disclosed toothers nor used for personal financial gain.

Except as may be explicitly authorized in a compensation agreement for anofficer or employee lawfully approved by the Board or shareholders asapplicable, no employee, officer or director shall purchase or sell securitiesof Mariposa Resources, Ltd., or securities of a company in a "specialrelationship" with Mariposa, while in possession of material informationconcerning Mariposa or such a company that has not previously been generallydisclosed to the investing public for at least two business days. Nor shall anemployee inform any individual or entity of any such material information,except in the necessary course of business.
**Guidance**
Directors, officers, employees, agents and contractors may find themselves inviolation of applicable securities laws if they misuse information not generallyknown to the public or if, while possessing specific confidential information,they either trade or induce others to trade in the company's stock or in thestock of another corporation. Specific confidential information would includeinformation concerning significant discoveries, sales or earnings figures, orinformation concerning major contracts, proposed acquisitions or mergers.Particular care must be exercised in connection with exploration, developmentand mining matters such as acquisitions, work programs, grades, tonnages,resources and/or reserves of properties owned or managed by the company or inwhich it may be interested.

Employees are encouraged to invest in Mariposa shares, but must avoid tradingwhen in possession of confidential material information, which, if generallyavailable, would reasonably be expected to either have an effect on the marketprice or value of those shares or affect an investor's decision as to whether tobuy, sell or hold Mariposa's shares. Such activity is self-evidently unethical,and in many jurisdictions, illegal. Penalties for violating insider trading lawscan be severe.

These laws often apply equally to persons to whom an employee may pass on theinformation (such as, spouse, family member or friend). These individuals areoften subject to the same penalties as the employee who passed on theinformation. Accordingly, employees must exercise the highest degree of cautionif they are aware of price-sensitive information. If in doubt, advice should besought from corporate legal counsel.

Specific confidential information that could be considered material, that is,likely to change the market price or value of Mariposa's shares or affect aninvestor's decision as to whether to buy, sell or hold those shares, includesunpublished information concerning a significant mineral discovery; operatingand financial results; a major merger, acquisition or take-over bid; or atechnical advance of unusual economic significance.

A company is deemed to be in a "special relationship" with Mariposa if anyone of the following conditions are met: (a) Mariposa owns directly orindirectly 10% or more of the shares of that company; (b) Mariposa is proposingto make a take-over bid for that company, effect a merger or businesscombination with it, acquire a substantial interest in that company or itsproperty, or otherwise enter into a transaction that is material to thatcompany; or, (c) Mariposa is party to an earn-in option agreement or relatedjoint venture.
**Timely disclosure**
The company is committed to full, fair, accurate, timely and understandabledisclosure in the reports and documents that it files with, or submits to,securities and regulatory authorities and in other shareholder and publiccommunications made by the company.
**Guidance**
Each director, officer, and employee involved in the company's disclosureprocess (including the President, Vice-President and Comptroller) is required tobe familiar with and comply with the company's disclosure policy as well as theinternal controls over financial reporting, and ensure that the company's publiccommunications and regulatory filings comply with all applicable securities lawsand regulations and constitute full, fair, accurate, timely and understandabledisclosure to the public.
**Occupational health and safety**
Mariposa will provide safe and healthy working conditions and, develop,maintain and promote safe and productive work practices in all aspects of itsbusiness, while meeting or exceeding all occupational health and safety laws andregulations governing its activities.
**Guidance**
Mariposa considers the safety and health of its employees and contractors tobe of utmost importance in the effective and efficient conduct of its business,and believes that management and each and every employee and contractor have ashared responsibility in the uncompromising promotion and practice of health andsafety in the workplace.

Mariposa's health and safety policy states that:

(a) safety and occupational health considerations are an integral part of  all business activities;

(b) safe work practices and procedures be established for each activity  where potential risks occur, and that each employee and contractor be required  to follow those practices and procedures;

(c) each employee and contractor is provided with appropriate information,  training and protective equipment so that assigned work can be carried out in  a safe and productive manner.

Directors, officers and employees are directed to the company's policyrespecting occupational health and safety.
**Sustainability**
Mariposa is fully committed to maintaining ecological viability and willensure that all phases of its business activities follow this approach forresource development. This includes sound management practices that preserve andprotect the environment. 
**Guidance**
Mariposa is committed to demonstrating it can contribute to corporatecompetitiveness and long-term improvements in quality of life while acting asstewards of the environment and meeting or exceeding all applicableenvironmental laws, regulations and responsible standards and best practices.Key elements of this policy include:

* corporate commitment: An effective, integrated management system based on  ethical conduct and a commitment to continuously improving performance;  integration of sustainability in the duties of all employees; and  encouragement of the adoption of the company's sustainability principles by  joint venture partners;

* public responsibility: Communication with stakeholders and working  towards consensus based on honest discussion and mutual understanding of  concerns and needs;

* environmental stewardship: Incorporation of aboriginal traditional  knowledge, protection of human health, proactive contributions to  environmental initiatives in Mariposa's operating areas, and reduction of the  company's impact on the ecosystem, including energy conservation and  efficiency;

* economic benefits: Integration of the company's activities with the  socio-economic objectives of local communities and First Nations in the  countries in which the company operates.

Directors, officers and employees are directed to the company's policyrespecting the environment and sustainable development.
**Human rights, employee harassment and discrimination**
Mariposa supports and promotes a work environment within which individualsare treated with respect, experience an equality of opportunity based on meritand are kept free of all forms of discrimination.
**Guidance**
Mariposa will not permit discrimination, intimidation or harassment of, orby, employees, officers or directors on the basis of race, gender, maritalstatus, national origin or religious beliefs or on the basis of any otherpersonal characteristics protected by law. 

Employees are entitled to freedom from sexual and all other forms of personalharassment.

Employees can expect to have their dignity honoured and their rightsprotected.

Discrimination is not permitted at any level of the company or in any part ofthe employment relationship. This includes areas such as recruitment, promotion,training opportunities, salary, benefits and terminations. Employees will betreated as individuals and given opportunities based on merit and ability to dothe work.

Mariposa is committed to, and employees are required to sustain, anenvironment that encourages personal respect and mutual trust. Differencesbetween individuals (such as in race, gender, religion and physical limitations)are to be respected. 
**Compliance with the Code**
Compliance with Mariposa policies protects all directors, officers,employees, agents and contractors as well as the value of the company's assetsand operations and its reputation for acting properly. Identifying problems orviolations to enable them to be quickly and properly resolved or to prevent themfrom escalating or recurring, benefits all and enhances the workplace for thebetterment of all concerned.

Failure by any employee to comply with the laws, regulations or rulesgoverning the company's business, this Code or any other company policy orrequirement may result in disciplinary action including termination and, ifwarranted, legal proceedings. All officers, employees, agents and contractorsare required to cooperate in any internal investigations of misconduct.
**Guidance**
The Board is ultimately responsible for the application of this Code to theaffairs of the company.

Any person who becomes aware of any breaches of this Code is required toreport the matter promptly to their supervisor or Mariposa's President orVice-President, Operations, and if they wish, any report can be forwardedanonymously.

No retaliatory action will be taken or permitted against an employee, officeror director making good faith reports of a suspected breach of the Code.Wherever possible, Mariposa will keep confidential the identity of anyonereporting a possible violation.

Employees may submit concerns regarding questionable accounting and auditingmatters, confidentially or anonymously to Chair, Audit Committee, c/o 11923 SW37 Terrace, Miami FL, USA 33175. Envelopes should be marked "Personal andConfidential."

The Board or its designate shall take all action it considers appropriate toinvestigate any violations of this Code, and, if a violation is found to haveoccurred, will take appropriate disciplinary action.

Every employee who has executive or managerial responsibility is expected toensure that the Code is communicated to and understood by employees, agents orcontractors reporting to him or her and is required to sign an annualacknowledgement of adherence to the Code.

Ethical considerations often go beyond what is lawful and it is occasionallydifficult to determine whether an action is ethical or not. Directors should askthe corporate secretary or chair for advice about issues with which they are notcomfortable. And officers and employees should ask their supervisor about issueswith which they are not comfortable. Proactive consultation is encouraged. Insome cases there are more detailed guidelines or procedures available from othercompany sources. Good intentions and failure to seek timely advice will notexcuse violations of the Code.
**Waivers of the code of business conduct and ethics**
Any change in or waiver of this Code for directors or executive officers,including the President, Vice-President, Operations, and Comptroller, may bemade only by the Board, and will promptly be disclosed within five business daysas required by law, regulation and rule. 
**No third-party beneficiaries**
No statement contained in this Code is intended to create, either directly orindirectly, any duty or obligation on the part of Mariposa which does nototherwise exist or arise under applicable law, or otherwise to alter existinglegal rights, duties and obligations of the company, including, but not limitedto, those in respect of employees (such as "at will" employment arrangements).
**Disclosure of Code**
Management shall ensure the posting of current policy on the company websitenormally used for investor relations and so indicate this in annual report(s)along with the website address. 

Management shall coordinate each year having every director, officer,employee, agent or contractor sign an acknowledgement that they have read,understood and complied with the Code of Business Conduct and Ethics.

The Code may be obtained in hard copy by contacting the company.
**Endnotes**
1 Mariposais required to take certain actions pursuant to rules issued by the Securitiesand Exchange Commission requiring disclosures in its annual reports filed onForms 10-K and 10-KSB pursuant to the Securities Exchange Act of 1934 (Item 406of Regulation S-B) and Sections 406 of the Sarbanes-Oxley Act of 2002 requiringdisclosure of whether the company has adopted a code of ethics that applies toits principal executive officer, principal financial officer, principalaccounting offer or Comptroller, or persons performing similar functions. Mariposais also required to promptly, within five business days, disclose amendments to,and waivers from, the code of ethics relating to any of its directors or thosespecific company officers on a Form 8-K or via internet dissemination, alongwith the reasons for the waiver.
2Rule 4350(n) of the NASDAQ Stock Market Marketplace Rules requiresadoption of a code of conduct (cross reference - IM-4350-7, Code of Conduct)that is applicable to all directors, officers and employees, which shall bepublicly available, and comply with the definition of a "code of ethics" underSection 406(c) of the Sarbanes-Oxley Act of 2002 and regulations promulgatedthereunder by the Securities Exchange Commission. The code must include anenforcement mechanism that ensures prompt and consistent enforcement of thecode, protection for persons reporting questionable behaviour, clear andobjective standards for compliance, and a fair process by which to determineviolations. 

3Rule 16a-1(f): The term "officer" shall mean an issuer's president,principal financial officer, principal accounting officer (or, if there is nosuch accounting officer, the Comptroller), any vice-president of the issuer incharge of a principal business unit, division or function (such as sales,administration or finance), any other officer who performs a policy-makingfunction, or any other person who performs similar policy-making functions forthe issuer. Officers of the issuer's parent(s) or subsidiaries shall be deemedofficers of the issuer if they perform such policy-making functions for theissuer.
***Adopted by the Board of Directors***
***/s/ Nanuk Warman***