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Viceroy Exploration Ltd.

CODE OF ETHICS

March 2004

Introduction

Viceroy Exploration Ltd. is committed to maintaining high
  ethical and moral standards of behaviour in conducting its business. We expect
  that all those who act on behalf of the Company, whether a director, officer,
  employee or contractor, will do so in a manner consistent with this Code. Reports
  of violations can be made, anonymously if desired, to any member of the Corporate
  Governance Committee (see "Reporting"). The Code will be reviewed and, if necessary,
  revised annually by the Board of Directors.

Compliance with Laws


We must comply with all laws, rules and governmental regulations
  applicable to the jurisdictions in which the Company operates. Each one of us
  is responsible for understanding the rules or laws that govern our work. If
  there is any doubt with respect to compliance, check with the Corporate Secretary
  who will make the necessary inquiries.

Human Rights

Every person associated with the Company, whether a director,
  officer, employee or contractor, is entitled to be treated fairly, respectfully,
  courteously and professionally. Harassment and discrimination will not be tolerated
  at any level.

The Company is committed to providing a safe and healthy work
  environment by developing and maintaining safe and productive work practices
  and by complying with all applicable occupational health and safety laws and
  regulations.

Confidentiality


The Company's records, reports, papers, plans and procedures
  are proprietary and confidential. The disclosure of such information to any
  outside entity (other than approved lawyers, auditors and banks) must be authorized
  by the Chairman or President of the Company. Disclosing such information without
  proper authorization is prohibited.

Insider Information


Trading, or encouraging others to trade, in securities of
  the Company while in possession of material information which has not been disclosed
  to the public is strictly prohibited. Information which could be considered
  material and confidential would include, but is not limited to, matters regarding
  significant assays, mineral discoveries, financial results, stock split, a major
  merger, acquisition or disposition, or take-over bid.

The Company will impose trading black-out periods when deemed
  necessary by the Chairman and/or President & C.E.O. However, even if a trading
  ban has not been imposed, each individual is responsible for ensuring that they
  do not violate insider trading rules.

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Timely Disclosure

The Company is committed to timely, full, plain and accurate
  disclosure in its news releases, reports and documents. Disclosure of such information
  to the public shall be authorized by the Chairman or President and made in accordance
  with the rules set by the securities commissions and other regulatory bodies.

Conflicts of Interest


Situations should be avoided where the best interests of the
  Company or the ability to objectively make decisions are compromised. The Company
  recognizes that directors, officers and employees have the right to participate
  in outside interests but such activities should not affect his or her ability
  to act solely in the best interest of the Company or to carry out duties properly.
  Where a potential conflict of interest may occur, it must be disclosed.

Financial Books & Records


Accounting and financial books and records must accurately
  reflect the Company's affairs and comply with all applicable accounting principles
  and legal requirements. Dishonest reporting is strictly prohibited. Directors,
  officers and employees have a responsibility to ensure that false or misleading
  information is not entered in the records and that full, accurate and timely
  disclosure is made in all periodic reports required to be filed with securities
  and other regulatory authorities. Any concerns regarding questionable accounting
  or auditing matters, should be addressed, confidentially and/or anonymously,
  to the Chairman of the Audit Committee (email: bobm@corp.intergate.ca).

Environment


The Company is committed to protecting the environment and
  being a responsible member of the communities in which we operate. It is our
  responsibility to understand how our activities may impact the environment and
  minimize the risks thereto.

Reporting

Compliance with this Code of Ethics protects all of us individually
  as well as the Company's assets and reputation. Everyone associated with the
  Company is expected to comply with this Code. Concerns or violations should
  be reported, anonymously and/or confidentially, to the Company's Chairman of
  the Corporate Governance Committee, Chairman of the Board or President. Financial
  or accounting concerns should be addressed to the Chairman of the Audit Committee.
  Reprisals or intimidation of those who report such violations will not be
  tolerated.

Any change or waiver to this Code of Ethics may be made only
  by the Board of Directors and will be promptly disclosed as required by law
  or regulation.

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