Exhibit 11.1

BIRCH MOUNTAIN RESOURCES LTD.

CODE OF BUSINESS CONDUCT AND ETHICS

IN COMPLIANCE WITH SEC REQUIREMENTS, THE BOARD OF DIRECTORSHAVE APPROVED THE FOLLOWING:

| **I.**    | **Purpose**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      | This Code of Business Conduct and Ethics (this "**Code**")    provides a general statement of Birch Mountain Resources Ltd.'s (the "**Corporation**")    expectations regarding the ethical standards that each director, officer and    employee should adhere to while acting on behalf of the Corporation. Each    director, officer and employee is expected to read and become familiar with    the ethical standards described in this Code and may be required, from time    to time, to affirm his or her agreement to adhere to such standards.                                                                                                                                                                                                                                                                                                                                           |
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|      | Through this Code, the Corporation endorses the following    principles:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | honest and ethical conduct, including the ethical        handling of actual or apparent conflicts of interest between personal        and professional relationships; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | full, fair, accurate, timely and understandable        disclosure in the Corporation's shareholder reports and in other public        communications and filings of the Corporation; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | compliance with applicable governmental laws, rules        and regulations; and |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | accountability by all of the Corporation's directors,        officers and employees for adherence to this Code. |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | This Code outlines the broad principles of legal and    ethical business conduct embraced by the Corporation. It is a not a complete    list of legal or ethical questions a director, officer or employee might    face in the course of business, and therefore this Code must be applied    using common sense and good judgment. Compliance with the spirit and intent    as well as with the letter of this Code is very important to the    Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| **II.**   | **Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      | The Corporation's Board of Directors is responsible for    setting the standards of business conduct contained in this Code and    updating these standards as it deems appropriate to reflect changes in the    legal and regulatory framework applicable to the Corporation, the business    practices within the Corporation's industry, the Corporation's own business    practices, and the prevailing ethical standards of the communities in which    the Corporation operates. While the Corporation's Chief Executive Officer    and Chief Financial Officer will oversee the procedures designed to    implement this Code to ensure that they are operating effectively, it is the    individual responsibility of each director, officer and employee of the    Corporation to comply with this Code. Those who violate this Code will be    subject to disciplinary action.                               |
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| **III.**  | **Compliance with Laws, Rules and Regulations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|      | Obeying the law, both in letter and in spirit, is the    foundation on which the Corporation's ethical standards are built. All    directors, officers and employees must respect and obey the laws and    governmental rules and regulations of the countries, provinces, states,    cities and local communities in which the Corporation operates. Although the    Corporation does not expect that all directors, officers and employees will    know and understand the details of all of these applicable laws, rules and    regulations, the Corporation does expect that all such persons will be    familiar enough with such laws, rules and regulations to determine when it    is appropriate to seek advice from supervisors, managers or other    appropriate personnel.                                                                                                                                 |
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| **IV.**   | **Conflicts of Interest; Corporate Opportunities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|      | The Corporation requires that its directors, officers and    employees, as well as its other agents and representatives, avoid any    activity which creates or gives the appearance of a conflict of interest    between their personal interests and the Corporation's interests. A conflict    of interest generally exists when a person has a direct or indirect personal    interest in a transaction or situation that affects or appears to affect his    or her judgment and/or divides his or her loyalties between two or more    competing interests. A conflict can arise when someone takes action or has    an interest that makes it difficult to perform his or her duties on behalf    of the Corporation, objectively and effectively. In particular, no director,    officer or employee shall:                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | be a consultant to, or a director, officer or        employee of, or otherwise operate an outside business: |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | - | that markets products or services in competition with theCorporation's current or potential products and services; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | - | that supplies products or services to the Corporation; or |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | - | that purchases products or services from the Corporation; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | have any financial interest, including shares        ownership, in any such outside business that might create or give the        appearance of a conflict of interest; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | seek or accept any personal loan or services from any        such outside business, except from financial institutions or service        providers offering similar loans or services to third parties under        similar terms in the ordinary course of their respective businesses; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | be a consultant to, or a director, officer or        employee of, or otherwise operate an outside business if the demands of        the outside business would interfere with the director's, officer's or        employee's responsibilities with the Corporation; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | accept any personal loan or guarantee of obligations        from the Corporation, except to the extent such arrangements are legally        permissible; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | conduct business on behalf of the Corporation with        immediate family members, which include spouses, children, parents,        siblings and persons sharing the same home whether or not legal        relatives; or |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | taking for themselves opportunities that are        discovered through the use of the Corporation's property, information or        position. |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | The appearance of a conflict of interest may exist if an    immediate family member of a director, officer or employee of the    Corporation is a consultant to, or a director, officer or employee of, or    has a significant financial interest in, a competitor, supplier or customer    of the Corporation, or otherwise does business with the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | Directors and officers shall notify the Chairman of the    Corporation's Audit Committee and employees who are not directors or    officers shall notify the Chief Financial Officer of the existence of any    actual or potential conflict of interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| **V.**    | **Insider Trading**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      | Directors, officers and employees are expected to fully    comply with Canadian and United States securities laws with respect to the    disclosure of "material" corporate information and with respect to trading    in the Corporation's securities. These laws provide for substantial civil    and criminal penalties for individuals who fail to comply. Information that    reasonably can be expected to have a significant effect on the market price    or value of the Corporation's shares or to influence an investor's decisions    regarding securities transactions is considered "material." Such information    may include financial and key business data; merger, acquisition or    divestiture discussions; award or cancellation of a major contract;    forecasts of future results; significant litigation; and/or gain or loss of    a significant customer or supplier. |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | Insiders are prohibited from transacting in the    Corporation's shares with knowledge of material information that has not    been disclosed to the public. For purposes of these restrictions, an    "insider" includes not only directors, officers and employees of the    Corporation, but also anyone else with non-public material information about    the Corporation. You may be deemed to have violated these laws even if you    innocently pass on non-public information about the Corporation to a friend    or family member who then acts on such information and buys or sells the    Corporation's shares. To avoid inadvertent disclosure of non-public material    information, directors, officers and employees should not discuss such    information with or in the presence of any unauthorized persons, including    family members and friends.                                  |
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| **VI.**   | **Confidentiality; Protection and Proper Use of the Corporation's Assets**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|      | Directors, officers and employees shall maintain the    confidentiality of all information entrusted to them by the Corporation or    its suppliers, customers or other business partners, except when disclosure    is authorized by the Corporation or legally required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|      | Confidential information includes (1) information marked    "Confidential," "Private," "For Internal Use Only," or similar legends, (2)    technical or scientific information relating to current and future products,    services or research, (3) business or marketing plans or projections, (4)    earnings and other internal financial data, (5) personnel information, (6)    supply and customer lists and (7) other non-public information that, if    disclosed, might be of use to the Corporation's competitors, or harmful to    the Corporation or its suppliers, customers or other business partners.    Confidential information also includes information that the Corporation's    customers, suppliers and other third parties have entrusted to it.                                                                                                                |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | To avoid inadvertent disclosure of confidential    information, directors, officers and employees shall not discuss    confidential information with or in the presence of any unauthorized    persons, including family members and friends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|      | The obligation to preserve confidential information    continues even after your employment or other relationship with the    Corporation ends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|      | This Code is not intended to modify any separate    confidentiality agreement to which a director, officer or employee may be    subject.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| **VII.**  | **Fair Dealing**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|      | The Corporation is committed to promoting the values of    honesty, integrity and fairness in the conduct of its business and    sustaining a work environment that fosters mutual respect, openness and    individual integrity. Directors, officers and employees are expected to deal    honestly and fairly with the Corporation's customers, suppliers, competitors    and other third parties, including governmental agencies. To this end,    directors, officers and employees shall not:                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | make false or misleading statements to customers,        suppliers or other third parties; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | make false or misleading statements about        competitors; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | solicit or accept from any person that does business        with the Corporation, or offer to extend to any such person, |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | - | cash of any amount; or |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | - | gifts, gratuities, meals or entertainment that could influence orreasonably give the appearance in influencing the Corporation's businessrelationship with that person or go beyond common courtesies usually associatedwith accepted business practice; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | solicit or accept any fee, commission or other        compensation for referring customers to third-party vendors; or |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | otherwise take unfair advantage of the Corporation's        customers or suppliers, or other third parties, through manipulation,        concealment, abuse of privileged information or any other unfair-dealing        practice. |
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| **VIII.** | **Discrimination and Harassment**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      | The Corporation is committed to providing a collegial    working environment in which all individuals are treated, and treat each    other, with respect. Each individual has the right to work in a professional    atmosphere which promotes equal opportunity and prohibits discriminatory    practices and harassment on prohibited grounds, which prohibited grounds    include race, ancestry, place or origin, colour, ethnic origin, citizenship,    creed (religion), gender, sexual orientation, age, marital status,    same-gender partnership status, and metal or physical handicap. Improper    conduct such as derogatory comments based on racial or ethnic    characteristics or religious preferences and unwanted sexual advances, will    not be tolerated.                                                                                                                                       |
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| **IX.**   | **Health and Safety**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|      | The Corporation strives to provide each of its employees    with a safe and healthy workplace. Each employee has responsibility for    maintaining a safe and healthy workplace for other employees by following    health and safety rules and practices instituted by the Corporation and by    reporting accidents, injuries and unsafe equipment, practices or conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | Violence and threatening behavior are not permitted.    Employees should report to work in condition to perform their duties, free    from the influence of illegal drugs or alcohol. The use of illegal drugs in    the workplace will not be tolerated. The use of alcohol in the workplace,    other than during social occasions endorsed by the Corporation, will not be    tolerated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| **X.**    | **Record Keeping**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      | The Corporation requires honest and accurate recording    and reporting of information in order to make responsible business    decisions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | All of the Corporation's books, records, accounts and    financial statements must be maintained in reasonable detail and must    conform both to applicable legal requirements and to the Corporation's    system of internal controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | Business records and communications often become public,    and exaggeration, derogatory remarks and other inappropriate statements    about people and other companies must be avoided. This applies to e-mail,    internal memos and formal reports. Records should always be retained or    destroyed in accordance with the Corporation's record retention policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| **XI.**   | **Accurate and Timely Periodic Reports**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|      | The Corporation is committed to providing investors with    full, fair, accurate, timely and understandable disclosure in the periodic    reports that it is required to file. To this end, the Corporation shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | comply with generally accepted accounting principles        at all times; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | maintain a system of internal accounting controls        that will provide reasonable assurances to management that all        transactions are properly recorded; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | maintain books and records that accurately and fairly        reflect the Corporation's transactions; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | prohibit the establishment of any undisclosed or        unrecorded funds or assets; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | maintain a system of internal controls that will        provide reasonable assurances to management that material information        about the Corporation is made known to management, particularly during        the periods in which the Corporation's shareholder reports are being        prepared; and |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |  ⇒                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | present information in a clear and orderly manner in        the Corporation's periodic reports. |
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| **XII.**  | **Political Contributions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|      | No Corporation assets, including employees' work time,    use of the Corporation's facilities or equipment or direct monetary payment,    may be contributed to any political candidate, party, political action    committee or ballot measure without the permission of the Corporation's    Board of Directors. This does not preclude individuals from participating in    any political activities of their choice on an individual basis, with their    own money and on their own time.                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| **XIII.** | **Reporting and Effect of Violations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|      | Directors officers and employees are encouraged to report    any conduct which they believe in good faith to be violation or apparent    violation of this Code. If you believe a violation has occurred, please    contact the Corporation's Chief Financial Officer. If you are concerned    about maintaining anonymity, you may send correspondence to Suzanne L. Loov    at Borden Ladner Gervais LLP, Calgary. Your calls and correspondence, to the    extent permitted by law, will be kept confidential.                                                                                                                                                                                                                                                                                                                                                                                                      |
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|      | The Corporation will not allow any retaliation against a    director, officer or employee who acts in good faith in reporting any such    violation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|      | The Corporation's Audit Committee will investigate any    reported violations and will oversee an appropriate response, including    corrective action and preventative measures. Directors, officers and    employees who violate any laws, governmental regulations or this Code will    face appropriate, case specific disciplinary action, which may include    demotion or discharge.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|      | As part of the Corporation's procedure for receiving and    handling complaints or concerns about the Corporation's conduct, the Audit    Committee of the Corporation's Board of Directors has established procedures    for the receipt, retention and treatment of complaints received by the    Corporation regarding accounting, internal auditing controls or auditing    matters. The process and procedures that have been established by our Audit    Committee for the receipt, retention and treatment of such complaints may be    obtained from the Chief Financial Officer.                                                                                                                                                                                                                                                                                                                              |
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| **XIV.**  | **Waivers**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|      | The provisions of this Code may be waived for directors    or officers only by a resolution of the Corporation's independent directors.    The provisions of this Code may be waived for employees who are not    directors or officers by the Corporation's Chief Executive Officer. Any    waiver of this Code granted to a director or officer will be publicly    disclosed as required by the securities exchange or association on which the    Corporation's securities are listed for trading. Any change in or waiver of    this Code for senior financial officers will be publicly disclosed as    required by the United States Securities and Exchange Commission.                                                                                                                                                                                                                                        |