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          GOLDBELT RESOURCES LTD.         

CODE OF CONDUCT FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS 

The attitude and actions of the ChiefExecutive Officer (the "*CEO*"), ChiefFinancial Officer (the "*CFO*") and Corporate Controller of GoldbeltResources Ltd. (the "*Company*") are crucial for maintaining the Company'scommitment to (i) honest and ethical conduct, (ii) full, fair, accurate, timelyand understandable disclosure in the Company's public reports andcommunications, and (iii) compliance with applicable governmental laws, rulesand regulations. Accordingly, the Company's Board of Directors has developed andadopted this Code of Conduct applicable to its CEO, CFO and Corporate Controllerwith the goal of promoting the highest moral, legal and ethical standards andconduct within the Company. 

Honest and Ethical Conduct 

While the Company expects honest and ethicalconduct in all aspects of the Company's business from all employees, the Companyexpects the highest possible honest and ethical conduct and integrity from theCEO, CFO and Corporate Controller. These officers must set an example for theCompany's employees and the Company expects these officers to foster a cultureof transparency, integrity and honesty. Integrity requires adherence to both theform and the spirit of technical and ethical accounting standards andprinciples. 

Conflicts of Interest 

Service to the Company should never besubordinated to personal gain and advantage. If any of the CEO, CFO or CorporateController becomes aware that he or she is in a situation that presents anactual or apparent conflict of interest (*i.e.*, any situation where thatindividual's private interest or personal gain interferes or appears tointerfere with the interests of the Company), or is concerned that an actual orapparent conflict of interest might develop, he or she is required to discussthe matter with the Chairman or the Chairman of the Executive Compensation andCorporate Governance Committee ("ECCGC") for the purpose of developing a meansfor the ethical handling of that situation. 

Disclosure 

The CEO, CFO and Corporate Controller, amongothers, have a supervisory role with respect to the preparation of the Company'sreports and documents filed with or submitted to the securities regulatoryauthorities and the Company's other public communications and are responsiblefor taking all steps reasonably necessary to cause the disclosure in thesereports, documents and other communications to be full, fair, accurate, timelyand understandable. Adequate supervision includes closely reviewing andcritically analyzing the financial information to be disclosed, ensuring thatproper accounting controls have been applied, that transactions are properlyauthorized and recorded, and that relevant records have been properly retained.Full, fair and accurate disclosure includes the full reporting of facts,professional judgments and opinions, whether favorable or unfavorable. 

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**GOLDBELT RESOURCES LTD. Code of Conduct For Chief Executive and Senior Financial Officers Page 2**
Each of the CEO, CFO and Corporate Controllershall promptly bring to the attention of the Audit Committee any information heor she may have concerning (i) significant deficiencies in the design oroperation of internal controls which could adversely affect the Company'sability to record, process, summarize and report financial data, or (ii) anyfraud, whether or not material, or any actual or apparent conflicts of interestbetween personal and professional relationships, involving any management orother employees who have a significant role in the Company's financialreporting, disclosure or internal controls. 

In the performance of their duties, the CEO,CFO and Corporate Controller are prohibited from knowingly misrepresentingfacts. The CEO, CFO or Corporate Controller will be considered to have knowinglymisrepresented facts if he or she knowingly (i) makes, or permits or directsanother to make, materially false or misleading entries in financial statementsor records; (ii) fails to correct materially false and misleading financialstatements or records; (iii) signs, or permits another to sign, a documentcontaining materially false and misleading information; or (iv) falselyresponds, or fails to respond, to specific inquires of the Company's externalauditors. 

The CEO, CFO and Corporate Controller areprohibited from directly or indirectly taking any action to interfere with,fraudulently influence, coerce, manipulate or mislead the Company's independentpublic auditors in the course of any audit of the Company's financial statementsor accounting books and records. 
**Compliance with Law**
It is the Company's policy to comply with allapplicable laws, rules and regulations. It is the personal responsibility of theCEO, CFO and Corporate Controller to adhere to the standards and restrictionsimposed by those laws, rules and regulations, and in particular, those relatingto accounting and auditing matters. Each of the CEO, CFO and the CorporateController shall promptly bring to the attention of the Chairman or the ECCGCChairman any information he or she may have concerning evidence of a materialviolation of securities or other laws, rules or regulations applicable to theCompany and the operation of its business, by the Company or any agent thereof,or of a violation of the Company's Code of Conduct. 
**Accountability**
The Board of Directors shall determine, ordesignate appropriate persons to determine, appropriate actions to be taken inthe event of violations of this Code of Conduct by the CEO, CFO or CorporateController with the goal of deterring wrongdoing and promoting accountabilityfor adherence to this Code of Conduct. Actions may include written notice,censure, demotion or re-assignment, suspension with or without pay or benefitsand termination of employment. 

Violations of this Code of Conduct may also constituteviolations of law and may result in civil and criminal penalties for theviolator, the violator's supervisors and the Company. 

**GOLDBELT RESOURCES LTD. Code of Conduct For Chief Executive and Senior Financial Officers Page 3 

COMPLIANCE CERTIFICATE**
I have read and understand the GoldbeltResources Ltd. Code of Conduct (the "*Code*"). I will adhere in allrespects to the ethical standards described in the Code. I further confirm myunderstanding that any violation of the Code will subject me to appropriatedisciplinary action, which may include demotion or discharge. 

I certify to Goldbelt Resources Ltd. that I am not inviolation of the Code, unless I have noted such violation in a signed Statementof Exceptions attached to this Compliance Certificate. 
Date:__________________________________________________________ Name: Title/Position: President & CEO
**Check one of the following:**

 AStatement of Exceptions is attached. 

 NoStatement of Exceptions is attached.