Exhibit 11.1

MFC INDUSTRIAL
LTD.CODE OF BUSINESS CONDUCT AND
ETHICS AND INSIDER TRADING POLICY

(October 26, 2013)

The Board of Directors (the Board) of
MFC Industrial Ltd. (the Company) has adopted this Code of Business Conduct
and Ethics (the Code). This Code applies to the directors, officers and
employees of the Company (the Covered Persons), and, for purposes certain
insider trading prohibitions, Restricted Persons (as defined below). This Code
covers a wide range of business practices and procedures. It does not cover
every issue that may arise, but it sets out basic principles to guide all
Covered Persons. All Covered Persons should conduct themselves accordingly and
seek to avoid the appearance of improper behavior in any way relating to the
Company.

If a law conflicts with a policy in the
Code, you must comply with the law. Any Covered Person who has any questions
about the Code should consult with such persons supervisor, the Chief Executive
Officer, the Board or the Companys audit committee (the Audit
Committee).

Those who violate the law or the
standards in the Code will be subject to disciplinary action, up to and
including immediate termination, and may be subject to substantial civil
damages, criminal fines and prison terms. The Company may also face substantial
fines and penalties and may incur damage to its reputation and standing in the
community.

The Company has adopted the Code for
the purpose of promoting honest and ethical behavior and conduct,
including:

- ethical handling of actual or apparent conflicts
  of interest between personal and professional relationships;
- full, fair, accurate, timely and understandable
  disclosure in all reports and documents that the Company files with, or submits to, the Securities and Exchange
  Commission (SEC), the Canadian securities regulatory authorities and in other public communications made by the
  Company;
- compliance with applicable governmental laws,
  rules and regulations;
- prompt internal reporting of violations of this
  Code to an appropriate person or persons identified herein; and
- accountability for adherence to the Code.

The Code is a statement of certain
fundamental principles, policies and guidelines that govern the Companys
Covered Persons in the conduct of the Companys business. It is not intended to
and does not create any rights in any employee, customer, supplier, competitor,
shareholder, or any other person or entity.

CONFLICTS OF INTEREST

Each Covered Person must adhere to a
high standard of business ethics and is expected to make decisions and take
actions based on the best interests of the Company, as a whole, and not based on
private relationships or benefits. A conflict situation can arise when a Covered
Person takes actions or has interests that may make it difficult to perform his
or her work for the company objectively and effectively.

Conflicts of interest also arise when a
Covered Person or a member of his or her family receives improper personal
benefits, including without limitation improper gifts, entertainment or other
benefits, as a result of his or her position in the Company. Members of his or
her family means a Covered Persons spouse, parents, children, siblings,
grandparents, stepmother, stepfather, stepsisters, stepbrothers, stepchildren,
uncles, aunts, nephews, nieces, cousins, in-laws within one of these categories,
or any other person with whom you have a significant close personal relationship
as determined by the Company. Loans by the Company to, or guarantees of
obligations of, such Covered Person or members of his or her family are of
special concern and could constitute improper personal benefits to the
recipients of such loans or guarantees, depending on the facts and
circumstances. Loans by the Company to, or guarantees by the Company of
obligations of, any director or officer or their family members are expressly
prohibited.

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Conflicts of interest may not always be
clear-cut. Any Covered Person who has any questions as to whether a conflict of
interest exists should consult with such persons supervisor, the Companys
Chief Executive Officer, the Board or the Audit Committee.

Examples of clear conflict of interest
situations that should always be raised with the chairperson of the Audit
Committee are listed below. These examples are not a comprehensive list of all
possible conflicts of interest.

- any significant ownership interest in any supplier
  or customer;
- any consulting or employment relationship with any
  supplier, customer or competitor;
- any outside business activity that detracts from a
  Covered Persons ability to devote appropriate time and attention to his or her responsibilities within the
  Company;
- the receipt of not insignificant gifts from any
  company or person with which the Company have current or prospective business dealing;
- being in the position of supervising, reviewing or
  having any influence on the job evaluation, pay or benefit of any immediate family member of a Covered Person; and
- selling anything to or buying anything from the
  Company, except on the same terms and conditions as comparable officers or directors are permitted to buy or sell.

Business decisions and actions must be
made in the best interests of the Company and should not be influenced by
private considerations or relationships. Relationships with the Companys
stakeholders, including suppliers, competitors and customers, should not in any
way affect a Covered Persons responsibility and accountability to the
Company.

Specifically, each Covered Person
must:

| | 1.  |  | act with integrity,
      including being honest and candid while still maintaining the
      confidentiality of information when required or consistent with the
      Companys policies;                                                         
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| |    
| | 2.  |  | avoid violations of
      the Code, including actual or apparent conflicts of interest with the
      Company in personal and professional relationships;                                                                                           
| |    
| | 3.  |  | disclose to the Board
      or the Audit Committee any material transaction or relationship that could
      reasonably be expected to give rise to a breach of the Code, including
      actual or apparent conflicts of interest with the Company;
| |    
| | 4.  |  | obtain approval from
      the Board or Audit Committee before making any decisions or taking any
      action that could reasonably be expected to involve a conflict of interest
      or the appearance of a conflict of interest;               
| |    
| | 5.  |  | observe both the form
      and spirit of laws and governmental rules and regulations, accounting
      standards and Company policies;                                                                                                             
| |    
| | 6.  |  | maintain a high
      standard of accuracy and completeness in the Companys financial
      records;                                                                                                                                               
| |    
| | 7.  |  | ensure full, fair,
      timely, accurate and understandable disclosure in the Companys periodic
      reports;                                                                                                                                    
| |    
| | 8.  |  | report any violations
      of the Code to the Board or Audit Committee;                                                                                                                                                                            
| |    
| | 9.  |  | proactively promote
      ethical behavior among peers in his or her work environment;
  and                                                                                                                                                        
| |    
| | 10. |  | maintain the skills
      appropriate and necessary for the performance of his or her
    duties.                                                                                                                                                   

In the event of a violation of the
conflicts of interest law, a Covered Person may, under applicable state law, not
be entitled to any indemnification payments by the Company. Further, insurance
coverage for directors and officers may not be applicable due to a traditional
exception with respect to any conduct in connection with a conflict of
interest.

DISCLOSURE OF COMPANY
INFORMATION

As a result of the Companys status as
a public company, it is required to file periodic and other reports with the SEC
and Canadian securities regulatory authorities. The Company takes its public
disclosure responsibility seriously to ensure that these reports furnish the
marketplace with full, fair, accurate and timely disclosure regarding the
financial and business condition of the Company. All disclosures contained in
reports and documents filed with or submitted to the SEC, Canadian securities
regulatory authorities, or other government agencies on behalf of

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the Company or contained in other
public communications made by the Company must comply with applicable U.S.
federal securities laws, applicable SEC rules and laws, applicable Canadian
securities laws, rules, policies and instruments, and the requirements of stock
exchanges applicable to the Company (collectively, the Securities Laws) and
must be complete and correct in all material respects. The Covered Persons, in
relation to his or her area of responsibility, must be committed to providing
timely, consistent and accurate information, in compliance with applicable
Securities Laws. It is imperative that this disclosure be accomplished
consistently during both good times and bad and that all parties in the
marketplace have equal or similar access to this information.

Each Covered Person who contributes in
any way to the preparation or verification of the Companys financial statements
and other financial information must ensure that all of the Companys books,
records, accounts and financial statements are accurately maintained in
reasonable detail, must appropriately reflect the Companys transactions, and
must conform both to applicable legal requirements and to the Companys system
of internal controls. Unrecorded or off the book funds, assets or liabilities
should not be maintained unless permitted by applicable law or regulation.
Covered Persons involved in the preparation of the Companys financial
statements must prepare those statements in accordance with the English language
version of International Financial Reporting Standards as issued by the
International Accounting Standards Board and applicable rules and regulations.
Further, it is important that financial statements and related disclosures be
free of material errors. 
Specifically, each Covered Person who is involved in
the Companys disclosure process must:

| | 1. |  | familiarize himself or
      herself with the disclosure requirements generally applicable to the
      Company including the Companys disclosure controls and procedures and its
      internal control over financial reporting;                                                                          
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| |   
| | 2. |  | not knowingly
      misrepresent, or cause others to misrepresent, facts about the Company to
      others, including the Companys independent auditors, governmental
      regulators, self-regulating organizations and other governmental
      officials;                                               
| |   
| | 3. |  | to the extent that he
      or she participates in the creation of the Companys books and records,
      promote the accuracy, fairness and timeliness of those
  records;                                                                                                                                  
| |   
| | 4. |  | in relation to his or
      her area of responsibility, properly review and critically analyse
      proposed disclosure for accuracy and completeness;                                                                                                                                                      
| |   
| | 5. |  | cooperate fully with
      the Companys accounting and internal audit departments, as well as the
      Companys independent public accountants and counsel; and                                                                                                                                           
| |   
| | 6. |  | take all necessary
      steps to ensure that all filings with the SEC and the Canadian securities
      regulatory authorities and all other public communications about the
      financial and business condition of the Company provide full, fair,
      accurate, timely and understandable disclosure.

CONFIDENTIAL
INFORMATION

Covered Persons must maintain the
confidentiality of confidential information entrusted to them by the Company or
its customers, suppliers, joint venture partners, or others with whom the
Company is considering a business or other transaction except when disclosure is
authorized by the Board or an executive officer or required or mandated by laws
or regulations. Confidential information includes, without limitation, all
non-public information that might be useful or helpful to competitors, or
harmful to the Company or its customers or suppliers, if disclosed. It also
includes information that suppliers, customers and other parties have entrusted
to the Company. The obligation to preserve confidential information continues
even after employment ends.

Records containing personal data about
employees or private information about customers and their employees are
confidential. They are to be carefully safeguarded, kept current, relevant and
accurate. They may be disclosed only to authorized personnel or as required by
law.

All inquiries regarding the Company
from non-employees, such as financial analysts and journalists, should be
directed to the Chief Executive Officer or the Board. The Companys policy is to
cooperate with every reasonable request of government investigators for
information. At the same time, the Company is entitled to all the safeguards
provided by law for the benefit of persons under investigation or accused of
wrongdoing, including legal representation. If a representative of any
government or government agency seeks an interview or requests access to data or
documents for the purposes of an investigation, the Covered Person should refer
the representative to the Chief Executive Officer, the Board or the Audit
Committee. Covered Persons also should preserve all materials, including
documents and e-mails that might relate to any pending or reasonably possible
investigation.

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COMPLIANCE WITH LAWS

The Covered Persons must respect and
obey all applicable foreign, federal, state and local laws, rules and
regulations of the jurisdiction in which the Company operates. Although not all
Covered Persons are expected to know the details of all such applicable laws,
rules and regulations, it is important to know enough to determine when to seek
advice from appropriate personnel. Questions about compliance should be
addressed to the Covered Persons supervisor or the Companys Chief Executive
Officer.

Securities Laws impose certain
obligations upon public companies, such as the Company, to disclose material
information. Persons who have knowledge of material nonpublic information
relating to public companies are prohibited from trading in shares and other
securities under several securities and criminal laws. All Covered Persons will
comply with the requirements of applicable law relating to trading shares and
other securities.

A Covered Person is prohibited from
trading in the Companys securities if he or she possesses material non-public
information or during a blackout period, as more fully described below.
Furthermore, if, during the course of a Covered Persons service with the
Company, he or she acquires material non-public information about another
company, such as one of our customers or suppliers, or learns that the Company
is planning a major transaction with another company (such as an acquisition),
the Covered Person is restricted from trading in the securities of the other
company if he or she possesses material non-public information regarding the
affairs of such other company.

Information about an entity is
material:

- if a reasonable investor would consider it
  important in making a decision to buy, sell or hold the entitys securities; or
- if a reasonable investor would view the
  information as significantly altering the total mix of information
  in the marketplace about the issuer of the
  security.

The fact that information has been
disclosed to a few members of the public does not make it public for insider
trading purposes. To be public the information must have been disseminated in
a manner designed to reach investors generally, and the investors must be given
the opportunity to absorb the information. Even after public disclosure of
information about the Company, a Covered Person must wait until the close of
business on the second trading day after the information was publicly disclosed
before he or she can treat the information as public. 
Non-public information may
include:

- information available to a select group of
  analysts or brokers or institutional investors;
- undisclosed facts that are the subject of rumors,
  even if the rumors are widely circulated; and
- information that has been entrusted to the Company
  on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the
  market to respond to a public announcement of
  the information (normally two or three days).

Covered Persons who are not sure
whether information is material or non-public information should consult
with the Companys Chief Executive officer or legal counsel for guidance before
engaging in a transaction or assume that the information is non-public and
treat it as confidential.

Covered Persons also are prohibited
from giving tips to other people on material non-public information, that is
directly or indirectly disclosing such information to any other person,
including family members, other relatives and friends, who may trade in shares
of the Companys stock or other securities on the basis of such information.
Securities Laws prohibit these tips, in addition to any trades that may
result.

Whether or not they are in possession
of material non-public information, Covered Persons shall not trade in shares
and other securities of the Company two trading days prior to the day of the
announcement of the Companys quarterly and annual financial results, or during
the two full trading days after the announcement is made. For example, if
quarterly results are announced on a Wednesday prior to market opening, trading
would be prohibited during the preceding Monday and Tuesday, and during
Wednesday and Thursday, being two trading days after the announcement. During
these periods, Covered Persons may possess, or be perceived as possessing,
material non-public information and any trading in shares or securities of the
Company may be, or may be perceived as being, improper. More stringent
restrictions, including quarterly trading blackout periods, are applicable to
the Companys directors, Chief Executive Office, Chief Financial Officer,
Principal Executive Officer, Principal Financial Officer, Principal Accounting
Officer, Controller, persons performing similar functions within the Company
(collectively, the Executive Officers), Vice Presidents, all other persons who
report directly to the

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Executive Officers, and all other
personnel with exposed and prominent functions in connection with the reports
filed by the Company designated as a Restricted Person from time to time by an
Executive Officer, a Vice President or director of the Company (collectively,
Restricted Persons).

Restricted Persons are prohibited from
engaging in transactions in the Companys securities during four annual
scheduled blackout periods. The blackout periods generally commence at the close
of business on the last business day of a quarter, including year-end, and
continue until the opening of trading on the third trading day following release
of the Companys financial results to the news media. Blackout periods may also
be prescribed from time to time as a result of special circumstances relating to
the Company, such as negotiation of mergers, acquisitions or dispositions). If
the Company imposes a special blackout period, it will notify the Restricted
Persons affected.

Transactions include virtually all
dealings in the Companys securities held by the Restricted Person. Therefore,
routine transactions, such as purchases and sales of common shares of the
Company and exercises of options, are all transactions prohibited during
blackout periods. Transfers to trusts and other changes in the nature of the
Restricted Persons ownership  for example, from direct to indirect  even if
there is no net change  are also transactions. Finally, Restricted Persons
are reminded that a transaction includes not only the Restricted Persons own
personal transactions, but also transactions in the Companys securities
beneficially owned by the Restricted Persons or over which the Restricted
Persons exercise control or direction.

In Canada, Covered Persons or
Restricted Persons who trade or inform in contravention of the above
prohibitions against insider trading may be subject to criminal, civil and
statutory penalties including fines of up to C$5 million or four times the
profit gained or loss avoided, imprisonment for up to ten years, and to civil
liability to sellers or purchasers of shares or securities. Penalties in the
U.S. for insider trading violations include fines up to US$5 million and
imprisonment for up to twenty years and to civil liability of up to three times
the profit gained or loss avoided. In addition to these and other potential
legal consequences, such persons would be accountable to the Company for any
benefit or advantage received by them, and subject to disciplinary action, which
may include immediate dismissal.

Directors, certain executive officers
and other designated persons of the Company (the Reporting Persons) are
subject to the insider reporting requirements of applicable Canadian securities
legislation and instruments. Under applicable Canadian securities legislation
and instruments, Reporting Persons must file certain forms on the System for
Electronic Disclosure by Insiders, commonly referred to as SEDI, when they
engage in transactions (including transactions involving a change beneficial
ownership of, or control or direction over, whether direct or indirect,
securities of the Company) in the Companys securities. Insider reports
disclosing changes in a Reporting Persons security ownership must be initially
filed within ten days following the date the person becomes a reporting
insider and then five days following the date of any subsequent transaction.
Reporting Persons must immediately notify the Company of sufficient details of
the transaction to allow time to prepare and file the required reports within
the required deadlines.

CORPORATE
OPPORTUNITIES

Covered Persons are prohibited from:
(a) taking for themselves personally opportunities that are discovered through
the use of corporate property, information or position; (b) using Company
property, information or position for personal gain; and (c) competing with the
Company. Covered Persons owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.

FAIR DEALING

Each Covered Person should endeavor to
deal fairly with the Companys customers, suppliers, competitors and employees.
No Covered Person should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair dealing practice.

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PROTECTION AND PROPER USE OF COMPANY
ASSETS

Covered Persons should protect the
Companys assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Companys profitability. All listed company assets
should be used for legitimate business purposes. To ensure the protection and
proper use of the Companys assets, each Covered Person should:

- exercise reasonable care to prevent theft, damage
  or misuse of Company property;
- report the actual or suspected theft, damage or
  misuse of Company property to a supervisor;
- use the Companys telephone system, other
  electronic communication services, written materials and other property primarily for business-related
  purposes;
- safeguard all electronic programs, data,
  communications and written materials from inadvertent access by others; and
- use Company property only for legitimate business
  purposes, as authorized in connection with such Covered Persons job responsibilities, or as otherwise permitted
  herein.

Company property includes all data and
communications transmitted or received to or by, or contained in, the Companys
electronic or telephonic systems. Company property also includes all written
communications. Covered Persons and other users of this property should have no
expectation of privacy with respect to these communications and data. To the
extent permitted by law, the Company has the ability, and reserves the right, to
monitor all electronic and telephonic communication. These communications may
also be subject to disclosure to law enforcement or government
officials.

REPORTING ACTUAL AND POTENTIAL
VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR COMPLIANCE WITH THE
CODE

The Company, through the Board or the
Audit Committee, is responsible for applying this Code to specific situations in
which questions may arise and has the authority to interpret this Code in any
particular situation. This Code is not intended to provide a comprehensive
guideline for Covered Persons in relation to their business activities with the
Company. Any Covered Person may seek clarification on the application of this
Code from the Board or the Audit Committee.

Each Covered Person must:

| | 1. |  | notify the Audit
      Committee of any existing or potential violation of laws, rules,
      regulations or this Code by a director or executive officer and such
      Covered Persons supervisor or the Chief Executive Officer of any existing
      or potential violation of this Code, and failure to do so is itself a
      breach of the Code; and
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| |   
| | 2. |  | not retaliate,
      directly or indirectly, or encourage others to do so, against any employee
      or Covered Person for reports, made in good faith, of any misconduct or
      violations of the Code solely because that employee or Covered Person
      raised a legitimate ethical issue.                                                           

The Board or the Audit Committee will
take all action it considers appropriate to investigate any breach of the Code
reported to it. All Covered Persons, directors and employees are required to
cooperate fully with any such investigation and to provide truthful and accurate
information. If the Board or the Audit Committee determines that a breach has
occurred, it will take or authorize disciplinary or preventative action as it
deems appropriate, after consultation with the Companys counsel if warranted,
up to and including termination of employment. Where appropriate, the Company
will not limit itself to disciplinary action but may pursue legal action against
the offending Covered Person involved. In some cases, the Company may have a
legal or ethical obligation to call violations to the attention of appropriate
enforcement authorities.

Compliance with the Code may be
monitored by audits performed by the Board, the Audit Committee, the Companys
counsel and/or by the Companys outside auditors. All Covered Persons, directors
and employees are required to cooperate fully with any such audits and to
provide truthful and accurate information.

Any waiver of this Code for any Covered
Person may be made only by the Board or the Audit Committee and will be promptly
disclosed in accordance with applicable Securities Laws.

This Code of Business Conduct and
Ethics is not a contract of employment or a guarantee of continuing policy of
the Company. The Company may amend, supplement or discontinue this Code of
Business Conduct and Ethics or any part of it at any time in its sole
discretion.

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