ZORO MINING
CORP.


(the
“Company”)









CODE OF BUSINESS CONDUCT FOR
DIRECTORS, OFFICERS AND EMPLOYEES









The Board
of Directors of the Company adopted the following Code of Business Conduct (the
“Code”) for all directors, officers and employees of the Company.  The
“Company” includes Zoro Mining Corp. and all of its subsidiaries.




While
there cannot be a specific rule for every situation you may encounter in your
workday, we have adopted this Code to provide certain principles for the
business conduct of the Company’s directors, officers and employees. In addition
to this Code, you are expected to be familiar with and comply with the Company’s
other policies and procedures, as well as adhere to the highest ethical
standards in all your business dealings.




A
violation of the law or this Code is a serious matter.  A director,
officer or employee that violates a law, government regulation or this Code will
face appropriate disciplinary action, which may include demotion or immediate
termination of employment for cause.




The
provisions of this Code may be amended or waived only by the Company’s Board of
Directors.




1.
            Criteria
      for Ethical Decision Making




Before
embarking on any course of action, you need to ask yourself these
questions:




·
            Is
      the life, health or safety of anyone, including patients who receive our
      drugs, or the environment endangered by the
  action?;




·
            Is
      it legal?;




·
            Does
      it feel fair and honest?;




·
            Does
      it compromise trust or integrity?;
and




·
            Could
      I justify it to the public?




You are
required to promptly discuss any questions or concerns you may have about this
Code or the correctness of any past, present or anticipated conduct with a
member of the executive team or a Human Resources Manager.




2.
            Ethical
      Business Practices




Each
employee is to be accountable to adhere to and advocate high standards of honest
and ethical conduct as outlined in this Code.


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3.
            Fair
      Dealings  Deal
fairly and honestly with the Company’s collaborators, suppliers, competitors,
other employees, and anyone else with whom you have contact in the course of
performing your job. You should not take unfair advantage of anyone through
manipulation, concealment, misappropriate or abuse of confidential information,
falsification, misrepresentation of material facts or any other unfair dealing
practice.




The
Company requires that all contracts, agreements and other documents correctly
set forth the terms of the underlying business arrangement and that any such
documents are reviewed and approved through established Company policy and
procedures.




4.
            Corporate
      Opportunities and Duty of Loyalty




You have
a duty of loyalty to the Company, which includes a duty to advance the Company’s
legitimate interests when the opportunity to do so arises. Accordingly, you may
not use your position or the Company’s name, property, information or good will
for personal gain or for the gain of others. You are further prohibited from
taking advantage of a personal opportunity that is discovered through the use of
corporate property, information or your position with the Company.




5.
            Conflicts
      of Interest




A
conflict of interest arises when your private interests interfere, or appear to
interfere, in any way, with the interests of the Company as a whole. You are to
take care to ensure that you identify and avoid any situation of actual or
apparent conflict of interest.




Some
conflicts are clear-cut; others are less obvious. For that reason, you must
fully disclose to a member of the executive team all circumstances that could be
construed or perceived as a conflict of interest. Full disclosure enables us to
resolve unclear situations and create an opportunity to dispose of or ethically
handle conflicts of interest before any difficulty can arise. To the extent a
conflict of interest cannot be avoided in a reasonable fashion then appropriate
procedures must be put in place to minimize the involvement of any conflicted
individuals in the relationship or interaction, giving rise to the conflict.
Failure to make required disclosures or resolve conflicts of interest
satisfactorily can result in discipline up to and including termination of
employment.




Any
employment agreement with the Company may appropriately prohibit an employee’s
employment or engagement in any capacity in any other business without the prior
permission of the Company. This provision broadly addresses potential conflicts
of interest. Specific examples include, but are not limited to:




·
            Acting
      as an employee, director or officer of or a consultant to a competitor or
      potential competitor of the Company, regardless of the nature of the
      employment or consulting
relationship;


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·
            Holding
      a substantial interest in a business which is a customer, competitor or
      supplier of the Company or which otherwise does business with the
      Company;




·
            The
      purchase of merchandise or services for the Company from, or placement of
      other business with, a company directly or beneficially owned or
      controlled by an employee, director or officer of the Company, his or her
      spouse, relative, in-law or co-habitant;
and




·
            Serving
      as a proprietor, general partner, officer or director of any business
      (except charitable organizations or family businesses that in no way
      compete with the Company or do business with the Company) without first
      obtaining written consent of the CEO of the
  Company.




6.
            Accepting
      or Giving Gifts




You must
avoid activities or relationships that conflict with the Company’s interests or
adversely affect the Company’s reputation. The types of activities and
relationships you must avoid include, but are not limited to:




·
            Accepting
      or soliciting a gift, favor or service that is intended to, or might
      appear to, influence the employee’s decision-making or professional
      conduct; or




·
            Giving
      or offering to give any gift, gratuity, favor, entertainment, reward,
      “bribe” or “kickback” or any other thing of value that might influence or
      appear to influence the judgment or conduct of the recipient in the
      performance of his or her job. This includes transactions with government
      personnel, customers and suppliers.




You may
give or receive unsolicited gifts or entertainment only in cases where the gifts
or entertainment are of no monetary value, are customary to the industry, will
not violate any laws and will not influence or appear to influence the
recipient’s judgment or conduct at his or her employer’s business.




7.
            Fraud,
      Theft or Dishonesty




You will
not commit any acts of fraud, theft, dishonesty, embezzlement, misappropriation
or falsification in connection with the performance of your duties for the
Company. The Company reports any suspicion of fraud or theft to the applicable
law enforcement agency.




8.
            Compliance
      with Laws, Regulations and Rules




You will
at all times obey and comply with all federal, provincial, state and local laws,
regulations and ordinances of the countries in which we operate, including but
not limited to:




·
            Health
      and safety laws concerning the
workplace;




·
            Civil
      rights laws concerning harassment and job
  discrimination;


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·
            Employment
      laws concerning payment of minimum wage, overtime requirements, child
      labor and general working
conditions;




·
            Immigration
      related laws concerning the hiring of legally documented
      workers;




·
            Laws
      concerning racketeering and corrupt
practices;




·
            Laws
      concerning the proper maintenance of books, records and internal
      controls;




·
            Laws,
      regulations, and accepted industry practices concerning drug development
      and commercialization;




·
            Laws
      prohibiting illegal payments, gifts, bribes or kickbacks to governmental
      officials, political parties or
others;




·
            Privacy
      laws;




·
            Environmental
      laws;




·
            Laws
      prohibiting misappropriation, unauthorized use, reproduction or
      distribution of any third party’s trade secrets, copyrighted information
      or confidential proprietary
information;




·
            Antitrust
      and other laws prohibiting unfair competition or restraint of trade;
      and




·
            Any
      other applicable law or regulation
ordinance.




You will
not commit or condone an unethical or illegal act nor instruct another employee,
consultant, contractor, supplier or representative of the Company to do so. You
will not authorize or permit any consultant, contractor, distributor or
representative of the Company to have authority to enter into, incur, make,
change, enlarge or modify any contract, liability or agreement, obligation,
representations, guarantee, warranty or commitment on behalf of the Company or
its affiliated companies unless expressly approved by duly authorized
representatives of the Company in the performance of the services contemplated
under their respective agreement.




You are
expected to be sufficiently familiar with any laws that apply to our work, to
recognize potential breaches and to know when to seek legal advice. If in doubt,
you should discuss the matter with a member of the executive team.




9.
            Insider
      Information and Tipping




Securities
laws prohibit the buying and selling of any securities, including Company
securities, as well as securities of partners, contractors, suppliers and all
other corporations, by anyone who possesses material, non-public information
relating to the issuer of the securities. Material non-public information is
information which, if disclosed, would reasonably be expected to have a
significant impact on the market value of such securities or which would be
likely to influence an investor’s decision to purchase or sell a
security.


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From time
to time the Company implements stock trading blackout periods during which time
directors, officers and employees are restricted from buying or selling shares.
Background information on blackouts will be made available to employees on the
Company’s Intranet site.




Also
prohibited is “tipping” – the disclosure of material, non-public information to
anyone other than in the necessary course of business. “Tipping” is a violation
of the law and may result in civil or criminal liability of the person who
passes material non-public information to another person who buys or sells
securities while in possession of the information.




The
Company does not condone, nor assist others in conducting activities which
contravene the securities laws.




10.
            Accounting
      and Recordkeeping




Many
people associated with the Company, not just accountants and controllers,
participate in the financial control and reporting processes of the Company. If
you have ANY responsibility for any aspect of the Company’s financial activities
(including, but not limited to, processing of cash receipts or processing or
approval of payments; creation, processing or approval of invoices and credit
memos; payroll and benefits decisions; approval of expense reports and any and
all other transactions; or the estimation of reserves or other claims or the
amount of any accrual of deferral; or the recording of any of the foregoing in
the Company’s ledgers) and/or the preparation of the Company’s financial
statements or other reports, you must ensure your involvement complies with
complete and accurate procedures as per established Company
practice.




You shall
not subvert the Company’s established systems of internal management and
accounting controls, maintain funds or assets for any illegal or improper
purposes or make false or misleading statements in any Company documents,
reports or records. No undisclosed or unrecorded accounts may be established
using the Company’s funds or other assets. All accounting records and the
financial reports produced from those records must be kept and presented in
accordance with applicable law, must accurately and fairly reflect in reasonable
detail the Company’s assets, liabilities, revenue and expenses, and must be in
accordance with generally accepted accounting principles.




Transactions
must be supported by accurate and reasonably detailed documentation and recorded
in the proper account. Best efforts are to be made to record transactions in the
proper accounting time period. To the extent that estimates are necessary, they
must be based on your good faith judgment and be supported by appropriate
documentation. No payment or the related accounting entry may be approved or
made with the intention or understanding that any part of the payment will be
used for any purpose other than that described by the document supporting the
entry or payment.




If you
receive inquiries from the Company’s independent accountants, you must respond
promptly, fully and accurately.


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11.
            Use
      of Company Property  You are
entrusted with the care, management and cost-effective use of the Company’s
property and you will not to make use of these resources for your own personal
benefit or purposes or for the personal benefit of anyone else.




You will
ensure that all Company property assigned to you is maintained in good condition
and you should be able to account for such equipment. Any dispositions of
Company property should be for the benefit of the Company and not for personal
benefit.




Access to
the Company’s computer systems is restricted where computer systems are defined
as any combination of hardware, programs, applications, peripheral devices,
personnel and/or associated documentation.




Passwords
are to be kept confidential and use of the computer systems is limited to
authorized business purposes with the exception of nominal personal use of email
and voicemail which does not interfere or conflict with business
use.




12.
            Proprietary
      and Confidential Information, Intellectual Property and
      Inventions




We want
our employees to be well informed about our business, our plans for the future
and the successes and challenges we have along the way. In return for this
openness, the Company places trust in its employees to maintain, absent a court
order or other legal requirement, the confidentiality of our proprietary
information and those aspects of our business that we have not yet shared with
shareholders and the general public.




You are
to take all reasonable measures to protect the confidentiality of non-public
information about the Company obtained or created in connection with your
activities and to prevent the unauthorized disclosure of such information unless
required by applicable law or regulation of legal or regulatory process. You
must use proprietary information only for the Company’s legitimate business
purposes, and not for your personal benefit or the personal benefit of anyone
else.




To
provide the Company with reasonable protection against disclosure of trade
secrets and confidential information, all employees may be required to sign an
employment agreement prior to their start with the Company that includes clauses
addressing confidential information, invention assignment and a prior invention
declaration. These clauses state in part that the Company retains exclusive
ownership of all inventions and discoveries arising out of employment and any
information pertaining to the business or research activities of the
Company.




Proprietary
and confidential information is any information about the Company that has not
been disclosed to the public and includes, without limitation:




·
            The
      Company’s ideas, discoveries, inventions, formulae, algorithms,
      techniques, processes, know how, trade secrets, research, laboratory
      notes, data, analysis, assays, designs,
      methods, flow charts, drawings, specifications, plans, prototypes,
      apparatus, devices, specimens, manufacturing and production
      processes;


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·
            Regulatory
      filings  and
correspondences;




·
            Software;




·
            Information
      concerning actual or projected sales, earnings or operating results or
      business transactions;




·
            Customer
      and supplier lists, relationship with consultants, contracts, business
      plans and marketing strategies; and




·
            Personnel
      information.




It is
each employee’s responsibility to know what is confidential or proprietary and
ensure that they use it only in the performance of duties with the Company. If
unsure, consider the information to be confidential until you obtain
clarification.




13.
            Reporting
      and Compliance Procedures




Every
employee, officer and director has the responsibility to ask questions, seek
guidance, report suspected violation and express concern regarding compliance
with this Code, including but not limited to questionable accounting, internal
accounting control or auditing matters.




Any
employee, officer or director who knows or believes that any other employee or
representative of the Company has engaged or is engaging in Company-related
conduct that violates applicable law or this Code has the responsibility to
report such information.




You
should first talk to any member of the executive team or a Human Resources
Manager.




If you
are not comfortable reporting to the above, it is not feasible, or such
reporting has resulted in unsatisfactory results, you are to report such
suspected violations to an independent member of the Board’s Audit Committee as
set out below.




Failure
to comply with the standards outlined in this Code will result in disciplinary
action including, but not limited to, reprimands, warnings, probation or
suspension without pay, demotions, reductions in salary, discharge and
restitution. Certain violations of this Code may require the Company to refer
the matter to the appropriate governmental or regulatory authorities for
investigation or persecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.




14.
            Whistle-blower
      Protection




Any
employee, officer, stockholder or third party who has a concern about the
Company’s business conduct or any possible violations of law, or of this Code,
or about its accounting, internal accounting controls or financial or auditing
matters may communicate that concern directly to the Chairman of the Board of
the Company or Chairman of the Audit Committee of the Board.


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Such
communication may be confidential. You may also contact these persons to report
any issues, complaints or concerns about potential breaches in ethics,
compliance requirements or company policy.




Contact
information:


Andrew
      Brodkey
              Chairman
      of the Board
              c/o
      3430
      East Sunrise Drive, Suite 160, Tucson, AZ 85718(Address)
              Tel:
      (520)
      299-0390
              Email: ____________
            ___________________________
              Board
      member and Chair of the Audit Committee
              c/o _______________________(Address)
              Tel: _______________________
              Email:
      _____________________




All such
concerns will be forwarded to one or more appropriate individuals, inside or
outside of the Company, for their review. The status of all outstanding concerns
addressed to the Chairman of the Board or the Chairman of the Audit Committee
will be reported to the Audit Committee periodically. The non-employee directors
of the Audit Committee may direct specialized support, including the retention
of outside advisors or counsel with payment by the Company, for any concern
addressed to them.




No
adverse action or retribution of any kind (i.e., discharge, demotion,
suspension, threat, harassment or in any other manner discrimination against an
employee in the terms and conditions of employment) will be taken by the Company
against any employee because he or she reports in good faith a suspected
violation of this Code or other irregularity by any person other than the
reporting employee.




15.
            Waivers
      and Amendments




While
some of the policies contained in this Code must be strictly adhered to and no
exception can be allowed, in other cases exception may be possible. Any
executive officer or director who seeks an exception to any of these policies
should contact the Chairman of the Board of Directors. Any waiver of this Code
for executive officers and directors or any change to this Code that applies to
executive officers or directors may be made only by the Board of Directors of
the Company and will be disclosed as required by law or stock market
regulations.




Any other
employee or officer who believes that an exception to any of these policies is
appropriate in his or her case should first contact his or her immediate
supervisor. If the supervisor agrees that an exception is appropriate, the
approval of the Chief Executive Officer must be obtained. The Chief Executive
Office shall be responsible for maintaining a complete record of all requests
for exceptions to any of these policies and the disposition of such
requests.


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16.
            Administration
      and Distribution  The
Company’s Board of Directors and Audit Committee have established the standards
of business conduct contained in this Code and oversees compliance with this
Code.




This Code
shall be distributed to each new employee, officer and director of the Company
upon commencement of his or her employment or other relationship with the
Company. It will also be made available via the Company’s Intranet
site.




Strict
adherence to this Code is vital. Managers are responsible for ensuring that
employees are aware of and understand the provisions of the Code. For
clarification or guidance on any point in the Code of Business Conduct, please
consult a member of the executive team or a Human Resources
Manager.



















































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