Exhibit 1.4



Loncor
Resources Inc.



Business Conduct Policy



|May 22, 2009
|------------





Ethical Behaviour



| | · | legality
| | - | --------



| | · | honesty
| | - | -------



| | · | fair dealing
| | - | ------------



All activities by Loncor Resources Inc.
(the "Company") and its employees must be lawful.



Lawfulness, however, is merely a starting
point. It is equally important that all activities be conducted in an ethical manner. Ethical conduct means conduct that is honest,
fair and free from deception and impropriety. Employees and other representatives of the Company must, at all times, act in accordance
with a high standard of ethical behaviour and with constant regard for the Company’s reputation. As discussed in the next
several pages, these requirements apply to dealings with the Company, fellow employees, shareholders, other businesses and the
community at large.



Ultimately, each individual should test
his or her own behaviour by asking: “Is there any reason why I would not want another person - the Company, a co-worker,
a business associate, the government - to be fully aware of my conduct and motives?” If this question causes any discomfort
the individual should reconsider his or her conduct.



Ethical Business Practices



For the Company’s reputation in the
business community to be maintained, all dealings on the Company’s behalf must reflect high standards of ethical behaviour.
In particular, the following specific principles must be observed:



| | A. | Compliance with Laws
| | -- | --------------------



The Company must be aware of
and comply with all relevant laws and regulations in all jurisdictions in which it conducts business. Individual employees have
a duty to inform themselves of any laws relevant to their particular activities. Anyone with questions regarding legal issues should
consult with the Chief Executive Officer, who will consult with our counsel.



| | B. | Integrity in Business Dealings
| | -- | ------------------------------



Employees must act with integrity
in dealings with all persons inside and outside the Company, including government officials, customers, suppliers and members of
the community. Employees must follow established standards in procurement, and must treat tenderers fairly and equally.











| | C. | Gifts
| | -- | -----



No person may give to outside
companies or individuals, or accept from them, any material gift or extravagant entertainment, or any similar benefit. (A “material”
gift is one of such value that it constitutes a personal enrichment for the recipient such that it could be a factor in influencing
that person’s behaviour. Entertainment will be considered “extravagant” if it would appear excessive to an objective
observer and would typically be of a value greater than US$500). Employees must properly record in the Company’s accounts
any amounts spent on gifts or entertainment.



| | D. | Questionable or Improper Payments
| | -- | ---------------------------------



Where commissions, consultants’
fees, retainers and similar payments are required to be made and can be justified in the normal course of business, those payments
must be clearly commensurate with the services performed and must be properly recorded in the accounts of the Company. No other
payments may be given or received. In particular, no employee may, in the context of his or her employment, receive any payment
that is not for the direct and exclusive benefit of the Company.



| | E. | Political Donations
| | -- | -------------------



All political contributions made
on the Company’s behalf will be made directly by the Company’s Chief Executive Officer, provided that any amount greater
than US$500 will be approved by the Company's Board of Directors.



| | F. | Compliance with Accounting Policies
| | -- | -----------------------------------



Employees must comply strictly
with prescribed accounting policies, audit procedures and other such controls. All accounts must properly describe and accurately
reflect the transactions recorded and all assets, liabilities, revenues and expenses must be properly recorded in the books of
the Company. No secret or unrecorded funds or other assets are to be established or maintained.



| | G. | Contract Workers
| | -- | ----------------



The Company considers that the
compliance obligations arising out of this Policy apply not only to employees of the Company, but also to independent contract
workers to the extent that they conduct activities on the Company’s behalf. The Company therefore expects all such contractor
personnel to familiarize themselves with this Policy, and to comply with it, in the same manner as is expected of Company employees.



| | H. | Business Associates
| | -- | -------------------



The Company will make all reasonable
efforts to promote the application of these ethical business practices by our third party suppliers.



2







International
Business



The Company’s activities expose the
Company to legal and ethical issues arising in international business activities.



| | A. | Compliance with Anti-Bribery Legislation
| | -- | ----------------------------------------



The Company is subject to legislation
in Canada that prohibits corrupt practices in dealing with foreign governments. The Corruption of Foreign Public Officials Act
makes it an offence to make or offer a payment, gift or benefit to a foreign government official in order to induce favourable
business treatment, such as obtaining or retaining business or some other advantage in the course of business. Violation of this
legislation may result in substantial penalties to the Company and to individuals.



The Company, as well as individual
employees, must take all reasonable steps to ensure that the requirements of this legislation are strictly met. No payments, material
gifts or other benefits are to be given, directly or indirectly, to foreign government officials, political parties or political
candidates for the purpose of influencing government decisions in the Company’s favour. Furthermore, no such payments are
to be made to agents or other third parties in circumstances where it is likely that part or all of the payment will be passed
on to a foreign government official, political party or political candidate. For the purpose of this paragraph, a material gift
or benefit has a value in excess of US$500.



| | B. | "Facilitation" Payments
| | -- | -----------------------



There are certain types of payments
to foreign government officials that are allowed under the legislation, called “facilitation” or “facilitating”
payments. These are small payments or tips that are accepted custom in certain foreign countries in the context of having routine
administrative actions performed by government officials. Employees should be aware that such payments are permissible only under
very limited circumstances and must be properly documented. As well, they must advise the Chief Executive Officer in advance of
any anticipated payments and provide written request for reimbursement of any such payment. If there are any questions regarding
the permissibility of any particular payment, advice should be sought from the Chief Executive Officer. Moreover, employees must
ensure that any such payments are properly recorded in accordance with the Company’s accounting procedures.



A copy of the foreign corrupt
practices legislation is available from the Chief Executive Officer. Anyone with questions regarding these legal issues should
consult the Chief Executive Officer.



Personal
Conduct



| | A. | Work-related Conduct and Conflicts of Interest
| | -- | ----------------------------------------------



The Company's employees must
comply with the standards of ethical behaviour in all aspects of their employment. This includes their dealings with people outside
the Company as well as their relationships with their fellow employees and with the Company as their employer. In addition, the
Company expects that employees will act with loyalty to the Company at all times.



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In particular, individuals must
not:



| | · | pursue personal gain or advantage from their
employment activities;
| | - | -------------------------------------------------------------------



| | · | misuse Company resources, including computer
systems;
| | - | -----------------------------------------------------



| | · | engage in insider trading;
| | - | --------------------------



| | · | compromise the confidentiality of corporate
information; and
| | - | ------------------------------------------------------------



| | · | permit any actual or perceived conflict
of interest between their personal interests and those of the Company. Employees must not enter into outside activities, including
business interests or other employment, that might interfere with or be perceived to interfere with their performance at the Company
or otherwise compromise their duty of loyalty to the Company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | Personal Conduct
| | -- | ----------------



In general, the Company does
not wish to dictate the personal conduct of individual employees outside working hours. Nevertheless, it expects employees to act
lawfully at all times and to conduct their personal affairs as good and responsible citizens, in such a manner that reflects well
on the Company.



Employment
Practices



The Company recognizes that it must earn
the loyalty that it expects from its employees. The Company is committed to treating its employees ethically and fairly. In particular,
the Company strives to ensure the following:



| | · | no discrimination on the basis of gender,
physical or mental disability, age, marital status, sexual orientation, religious belief, race, colour, ancestry or place of origin;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | fair and competitive compensation;
| | - | ----------------------------------



| | · | fairness in performance appraisals and job
advancement;
| | - | -------------------------------------------------------



| | · | protection of employees from harassment;
and
| | - | --------------------------------------------



| | · | confidentiality of employee records.
| | - | ------------------------------------



All employees, and particularly managers,
must maintain and promote these principles in their hiring practices and in their relationships with other employees.



4







Disclosure
of Information



All corporate information is the property
of the Company. Corporate information includes strategic and operational knowledge, trademarks, software developments and financial
information. It also includes any confidential information received by the Company from third parties.



Employees are in a position of trust with
respect to corporate information in the same manner as with any other corporate property. Employees must take care to protect the
confidentiality of corporate information. In particular:



| | · | employees must not use corporate information
for personal gain;
| | - | ---------------------------------------------------------------



| | · | employees may not disclose corporate information
other than for legitimate Company purposes and with appropriate safeguards, unless written approval is obtained from the appropriate
manager;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | media and investor communications are to
be handled by the Chief Executive Officer;
| | - | -----------------------------------------------------------------------------------



| | · | employees must not disclose undisclosed
corporate information in public speeches. Employees who give public speeches on behalf of the Company must remit to the Company
any payments or material gifts received.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Ensuring
Compliance with this Policy



| | A. | Compliance
| | -- | ----------



As part of its efforts to ensure
compliance with this Policy, the Company requires that each employee complete an annual Compliance Certificate certifying compliance
with this Policy. Employees whose positions may include involvement with foreign operations may be asked to complete more frequent
Compliance Certificates so as to ensure corporate compliance with anti-bribery legislation (see previous section entitled “International
Business”). Completed certificates are to be returned directly to the Chief Executive Officer.



Any proposed non-compliance such
as a proposed material gift, must be pre-approved by the Company's Board of Directors.



The Company demands that employees
report any observed breaches of this Policy to the Chief Executive Officer.



An employee or consultant
who violates this Policy may face disciplinary action up to and including termination of employment, in the case of an employee,
and, in the case of a consultant, termination of the consulting contract with the Company. Violation of this Policy may also
cause violation of certain laws. If it is discovered that laws have been violated, this matter may be referred to the appropriate
regulatory authorities. Questions with respect to this Policy may be referred to the Company's Corporate Secretary.



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