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HARD CREEK NICKEL CORPORATION CODE OF ETHICS & INSIDER
TRADING POLICY

Directors' Conflict of Interest

- Directors have a fiduciary obligation to act in the best interests of the
  company.
- Directors may have a number of relationships that put them in a position
  of conflict, or give rise to an obligation to disclose a relationship.
- Directors who have an interest (direct or indirect) in a contract (or
  proposed contract) are under statutory obligation to disclose their interest,
  AND, refrain from voting. (There aresome very special situations
  where the director can vote; legal advice to be obtained beforethis is
  allowed).Directors must disclose their conflict in writing to the
  company, or request it be minuted at the board meeting.
- Directors who are substantial shareholders are not automatically in a
  position of conflict, but when voting as a director, must act in the best
  interests of the company.

Transactions with a Controlling Shareholder

- The company must strive to treat the controlling shareholder on the same
  basis as other shareholders.
- The company may share information with the controlling shareholder if it
  is considered in the best interests of the company, and it is satisfied the
  information will not be misused.
- The board will attempt to structure any transaction with a major
  shareholder on similar terms to those which would result from an arms length
  negotiation.
- The board may appoint a special committee to review transactions with a
  major shareholder, with a view to objectively assessing whether the
  transaction is in the bests interests of the company.

Corporate Opportunity

- Directors must avoid even the perception that they have appropriated an
  opportunity that belonged to the company, or that the company might
  conceivably have an interest.

Duty of Confidence

- Directors must not misuse information obtained from the company by virtue
  of their position on the board.
- Directors must keep in confidence information communicated in confidence.
- Directors must not trade the company's securities (or the securities of
  other companies) where they have information as a result of their position
  that has not been generally disclosed.

Adopted by the Board March 19, 2004

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HARD CREEK NICKEL CORPORATION CODE OF ETHICS &
INSIDER TRADING POLICY

Company Disclosure Obligations

- Timely disclosure.
- True and accurate disclosure.
- Disclosure of material changes/transactions.
- Financial statements.
- Annual Information Form ("AIF").
- Management Discussion and Analysis ("MD&A").

Insider Reporting

- Directors and officers are insiders of the company.
- Directors and officers are obligated to report their holdings and trades
  in company securities in compliance with securities regulations.
- The board has authorized the company secretary to assist and file insider
  reports on behalf of the directors and insiders.

Insider Trading

- Directors and officers must not buy or sell the company's securities when
  material information has not been disclosed.
- Directors and officers shall not inform others of undisclosed material
  information. Exceptions are available where disclosure is required, for
  example, consultation with employees, lawyers, geologists, etc. In these
  situations, the employee or outside advisor is also restricted from trading
  (deemed insider).
- Subsequent to the release of material information, insiders shall not
  trade until 24 hours subsequent to release of the information in order that
  the material information is widely disseminated.
- Employees of the company must agree to abide by the company's policy on
  trading restrictions, which policy shall forbid market activity in advance of,
  and immediately after, disclosure of material information (the 'restricted
  period').
- The president shall advise the directors, officers, consultants, and
  employees in writing when there is a restricted period.

Adopted by the Board March 19, 2004

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