CODE
OF ETHICS





LEGEND MINING
INC.








SECTION
I





A.
            OVERVIEW





This Code
of Ethics and Business Conduct (the "Code") embodies the
commitment of Legend Mining Inc. (the “Company”) to conduct its
business in accordance with all applicable laws, rules and regulations and the
highest ethical standards.  All Executive Officers (as defined below) are
expected to adhere to the principles and procedures set forth in this Code that
apply to them.  For the purposes of this Code, the term "Executive Officer" is defined
to include the Company's President, Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer, Controller or other principal accounting
officer and any Vice-President of the Company who the board has determined is an
"Officer" for purposes
of rules promulgated under Section 16 of the Securities Exchange
Act of 1934
(the “Exchange Act”).
 This Code of Ethics has been adopted by the Board of Directors of the
Company in compliance with the rules adopted by the U.S. Securities and Exchange
Commission (the "Commission") for the purpose
of implementing Section 406 of the Sarbanes-Oxley Act of
2002.





B.
            BASIC
      STANDARD OF ETHICS





Executive
Officers shall observe the highest standards of ethical conduct.  In the
performance of their duties, they shall protect and foster shareholder value
through fair dealings, complete honesty and full disclosure in all manners of
business.  Executive Officers shall maintain the highest standards of
integrity, both in the workplace and outside the workplace, fully observing all
laws and applicable regulations.  Each Executive Officer is obligated
to:





·
            engage
      in honest and ethical conduct, by avoiding any actual or apparent
      conflicts of interest between personal affairs and relationships on the
      one hand and professional responsibilities to the Company on the other
      hand;





·
            promote
      full, fair, accurate, timely and understandable disclosure in reports and
      documents that the Company files with, or submits to, the Commission and
      in any other public communications made by the
  Company;





·
            comply
      with applicable governmental laws, rules and regulations;
    and





·
            promptly
      report any possible violation of this Code to the Audit Committee of the
      Board of Directors, or if there is no Audit Committee, to the Board of
      Directors.





Each
Executive Officer will be accountable to the Audit Committee, or if there is no
Audit Committee, to the Board of Directors, for any failure by him or her to
observe any term of this Code.  Failure to observe the terms of this Code
of Ethics may result in disciplinary action.  Violations of this Code also
may constitute violation of law.





No waiver
or amendment of this Code of Ethics shall be permitted unless approved by the
Audit Committee of the Board of Directors, or an independent director, if there
is no Audit Committee.  Any such waiver or amendment shall be publicly
disclosed to the extent required by the rules adopted by the
Commission.





C.
            CONFLICTS
      OF INTEREST





Executive
Officers shall avoid all conflicts of interest.  A "conflict of interest" occurs
when an individual's private interest improperly interferes with the interests
of the Company or when an Executive Officer faces a choice between what is in
their best personal interest (financial or otherwise) and the interest of the
Company.  In particular, an Executive Officer must never use or attempt to
use his or her position at the Company to obtain any improper personal benefit
for himself or herself, for his or her family members, or for any other person,
including loans or guarantees of obligations, from any person or
entity.




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An
Executive Officer should never take any action which would interfere with the
Company's contractual relationships or diminish or disparage the reputation of
the Company.  An Executive Officer should not have any personal financial
interest in a person or organization that supplies goods, property or services
to the Company or from which the Company obtains goods, property or services.
 This paragraph does not apply to ownership of publicly traded
securities.





Executive
Officers may not seek or accept personal gain, directly or indirectly, from
anyone soliciting business from, or doing business with, the Company.
 Executive Officers, and members of their immediate families, shall not
accept gifts from, or have and personal expenses paid for by, anyone soliciting
business from, or doing business with, the Company, except for gifts with an
annual value from any source not in excess of $250.





When a
conflict of interest arises, it is important that each Executive Officer act
with great care to avoid even the appearance that their actions were not in the
best interests of the Company.  If an Executive Officer is faced with a
situation in which their objectivity may be questioned because of individual
interests or family or personal relationships, the Executive Officer must
immediately notify an Ethics Contact (as defined in Section III
hereof).





Any
Executive Officer who is aware of a material transaction or relationship that
could reasonably be expected to give rise to a conflict of interest should
discuss the matter promptly with an Ethics Contact.





D.
            LOANS





The
Company does not make loans, in any form, of money to Executive Officers.
 This prohibition includes any guarantee by the Company of a loan to an
Executive Officer from a third party.





E.
            PUBLIC
      DISCLOSURE





It is the
Company's policy that the information in its public communications, including
all filings and periodic reports submitted to the Commission, be full, fair,
accurate, timely and understandable.  Executive Officers who are involved
in the Company's disclosure process are responsible for acting in furtherance of
these policies and procedures.  In particular, these individuals are
required to: (i) maintain familiarity with the disclosure requirements
applicable to the Company; (ii) oversee the Company's disclosure controls and
procedures to ensure that information required to be disclosed in the Company's
filings to the SEC is identified and processed on a timely basis; and (iii) take
steps to regularly obtain and evaluate information in their area of
responsibility. Executive Officers are prohibited from knowingly
misrepresenting, omitting, or causing others to misrepresent or omit, material
facts about the Company to others, whether within or outside the Company,
including the Company's independent auditors.  In addition, any
Executive Officer who has a supervisory role in the Company's disclosure process
has an obligation to discharge his or her responsibilities
diligently.





F.
            COMPLIANCE
      WITH LAWS, RULES AND REGULATIONS





It is the
Company's policy to comply with all applicable laws, rules and regulations.
 It is the personal responsibility of each Executive Officer to adhere to
the standards and restrictions imposed by those laws, rules and
regulations.





Generally,
it is both illegal and against Company policy for any Executive Officer who is
aware of material non-public information relating to the Company, or any other
private or governmental issuer of securities to buy or sell any securities of
those issuers, or recommend that another person buy, sell or hold the securities
of those issuers.





Any
Executive Officer who is uncertain about the legal rules involving his or her
purchase or sale of any Company securities or any securities in issuers that he
or she is familiar with by virtue of his or her work for the Company should
consult with the Company's outside counsel that prepares its periodic reports
under the U.S. securities laws before making any such purchase or
sale.





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G.
            PROTECTION
      AND PROPER USE OF COMPANY ASSETS





All
Executive Officers should protect the Company's assets and ensure their
efficient use.  All Company assets should be used for legitimate business
purposes only.  The Company's Executive Officers must ensure the
maintenance of internal controls to provide guidance and overall protection of
company assets, financial integrity and reporting accuracy.





Executive
Officers may not: (i) make personal use of Company assets which create any
additional cost for, interfere with work duties or violates any Company
policies;  (ii) manipulate financial accounts, records or reports for
personal gain or otherwise; or (iii) maintain off-the-book
accounts.





Executive
Officers must: (i) prepare all corporate and governmental reports and documents
with accurate information (such documents shall include periodic reports and
other filings in connection with the U.S. securities laws); (ii) maintain books,
accounts and records according to generally accepted accounting principles,
using enough detail to reflect accurately and fairly company transactions; (iii)
record transactions in a timely manner, so that no misleading financial
information is created (these transactions include income, expense,
indebtedness, obligation, reserves and acquisition or disposition of assets);
and (iv) establish internal financial controls that are documented and reviewed
for their integrity and application quarterly by the appropriate Executive
Officers before submission of quarterly Commission filings.





Should
any irregularities, non-compliance with internal controls or abuses be observed,
the observing Executive Officer should report such directly to an Ethics
Contact.








SECTION
II





A.
            CORPORATE
      OPPORTUNITIES





Executive
Officers owe a duty to the Company to advance the Company's legitimate business
interests when the opportunity to do so arises.  Executive Officers are
prohibited from taking for themselves (or directing to a third party) a business
opportunity that is discovered through the use of corporate property,
information or position, unless the Company has already been offered the
opportunity and declined to accept it.  More generally, Executive Officers
are prohibited from using corporate property, information or position for
personal gain or competing with the Company.  Any use of Company property
or services that is not solely for the benefit of the Company must be approved
beforehand through the Ethics Contact.





B.
            CONFIDENTIALITY





In
carrying out the Company's business, Executive Officers often learn confidential
or proprietary information about the Company or other third parties.
 Executive Officers must maintain the confidentiality of all information so
entrusted to them, except when disclosure is authorized or legally mandated.
 Confidential or proprietary information includes, among other things, any
non-public information concerning the Company, including its businesses,
financial performance, results or prospects, and any non-public information
provided by a third party with the expectation that the information will be kept
confidential and used solely for the business purpose for which it was
conveyed.





C.
            FAIR
      DEALING





Each
Executive Officer should endeavor to deal fairly with the Company's service
providers, suppliers, competitors and employees.  No Executive Officer
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any unfair
dealing practice.  Executive Officers shall not engage in practices or
enter into arrangements which would violate anti-trust laws.





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SECTION
III





A.
            INTERPRETATION
      OF THE CODE





Executive
Officers should strive to identify and raise potential ethical issues before
they lead to problems, and should ask about the application of this Code
whenever in doubt. Any questions relating to how the policies and procedures
contained in this Code should be interpreted or applied should be addressed to
an Ethics Contact. For purposes of this Code, an “Ethics Contact” is any of the
following:





·
            any
      member of the Audit  Committee of the Company's Board of
      Directors;





·
            the
      Company's outside counsel that prepares its periodic reports under the
      U.S. securities laws;





·
            a
      meeting of the full Audit Committee;
or





·
            a
      meeting of the full Board of  Directors, provided at least two
      independent directors are present.





Decisions
in such a case shall be made by a majority of the independent directors present.
 Any Ethics Contact may refer any issue to, or seek assistance on any issue
from, the outside counsel who prepares the periodic reports under the U.S.
securities laws.





B.
            REPORTING
      VIOLATIONS





All
Executive Officers are duty bound to report any irregularities or breaches of
this Code of Ethics to an Ethics Contact.  To the extent possible, such
reports will be treated confidentially.  The Company will take such
disciplinary or preventive action as it deems appropriate to address any
existing or potential violation of this Code brought to its
attention.





Any
Executive Officer who ignores or violates any of the principles or procedures in
this Code, or any Executive Officer who penalizes another Executive Officer or
other Company personnel for following these standards will be subject to
appropriate disciplinary action, which may include immediate
dismissal.





C.
            WAIVERS
      OF THIS CODE





From time
to time, the Company may waive certain provisions of this Code.  Any
Executive Officer or Director who believes that a waiver may be called for
should discuss the matter with an Ethics Contact.  Waivers may be made only
by the Board of Directors with the affirmative vote of a majority of the
independent directors, or by the Audit Committee (if any) of the Board of
Directors.














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