**EXHIBIT
        99.1**
 
 
 **WHISTLEBLOWER
        PROTECTION POLICY**
  **PURPOSE**
 
 **Astris
        Energi Inc.** is
        committed to the highest possible standards of ethical, moral and legal business
        conduct. In line with this commitment and **Astris
        Energi Inc.** ’s
        commitment to open communication, this policy aims to provide an avenue for
        employees to raise concerns and reassurance that they will be protected from
        reprisals or victimization for whistleblowing in good
        faith.
 
 **SCOPE**
  The
        policy applies to all employees whether full-time or part-time, temporary
        or
        casual workers.
  The
        interests of all parties in the process will be taken into account and all
        parties will be treated fairly.
 
 **RESPONSIBILITY
        AND SAFEGUARDS**
  Each
        director, officer, manager and employee is responsible for ensuring that
        the
        principles outlined in this Statement of Policy and Procedure are adhered
        to throughout all business activities.
  **Reporting
        Responsibility**
 
 It
        is the
        responsibility of all directors, officers, managers and employees to report
        violations or suspected violations in accordance with this Whistleblower
        Policy
        to the Company’s audit committee, who has specific and exclusive responsibility
        to investigate all reported violations.
 
 **Audit
        Committee**
 
 The
        Company’s audit committee is responsible for investigating and resolving all
        reported complaints and allegations concerning violations and shall advise
        the
        board of directors. The Company’s audit committee consists of **Brian
        D. Clewes and Arthur Laudenslager** .
        Your
        contact at the audit committee is **Brian
        D. Clewes.**
 
 
 **Accounting
        and Auditing Matters**
 
 The
        audit
        committee of the board of directors shall address all reported concerns or
        complaints regarding corporate accounting practices, internal controls or
        auditing. The audit committee contact shall immediately notify the other
        member(s) of the audit committee of any such complaint and work with the
        committee until the matter is resolved.
  **Safeguards**
  i)
            Harassment
                or victimization of the complainant will not be
                tolerated.  ii)
            Every
                effort will be made to protect the complainant’s identity.  The
        policy encourages employees to put their names to allegations because
        appropriate follow-up questions and investigation may not be possible unless
        the
        source of the information is identified. Concerns expressed anonymously will
        be
        investigated, but consideration will be given to:
  ·
            The
                seriousness of the issue raised;  ·
            The
                credibility of the concern; and  ·
            The
                likelihood of confirming the allegation from attributable
                sources.  Malicious
        allegations will result in disciplinary action.
  **REFERENCES**
  Multilateral
        Instrument 52-110
   -2-
 **WHISTLEBLOWER
        PROTECTION POLICY**
 **PROCEDURE**
 
 **Process
        for raising a concern**
 
 The
        whistleblower procedure is intended to be used for serious and sensitive
        issues.
        Serious concerns relating to financial reporting, or unethical or illegal
        conduct should be reported directly to the audit committee at:
 
 **Brian
        D. Clewes**
 **Clewes
        & Associates Life Insurance Consultancy Inc.**
 **Suite
        803, 251 Queen St. South**
 **Mississauga,
        ON L5M 1L7**
 **Tel:
        416-493-5586**
 **Fax:
        416-493-5061**
 **clewesb@sympatico.ca** ****
 
 **Timing**
 
 The earlier
        a concern is expressed , the
        easier it is to take action.
 
 **Evidence**
 
 Although the
        employee is not expected to prove the truth of an allegation, the employee
        needs
        to demonstrate to the person contacted that there are sufficient grounds
        for
        concern.
 
 **Handling
        of Reported Violations**
 
 The
        audit
        committee will notify the sender and acknowledge receipt of the reported
        violation or suspected violation within five business days. All reports will
        be
        promptly investigated and appropriate corrective action will be taken if
        warranted by the investigation.
 
 **No
        Retaliation**
 
 No
        director, officer, manager, supervisor or employee who in good faith reports
        a
        violation of the Code shall suffer harassment, retaliation or adverse employment
        consequences. An employee who retaliates against someone who has reported
        a
        violation in good faith is subject to discipline up to and including termination
        of employment. This Whistleblower Policy is intended to encourage and enable
        employees and others to raise serious concerns within the Company prior to
        seeking a resolution outside the Company.
  
 -3-
 **Acting
        in Good Faith**
 
 Anyone
        filing a complaint concerning a violation or suspected violation must be
        acting
        in good faith and have reasonable grounds for believing the information
        disclosed indicates a violation. Any allegations that prove not to be
        substantiated, and that which prove to have been made maliciously, or are
        knowingly to be false, will be viewed as a serious disciplinary offense.
 
 **Confidentiality**
 
 Violations
        or suspected violations may be submitted on a confidential basis by the
        complainant or may be submitted anonymously. Reports of violations or suspected
        violations will be kept confidential to the greatest possible extent possible,
        consistent with the need to conduct an adequate investigation.
 
 **Initial
        Inquiries**
 
 Initial
        inquiries will be made to determine whether an investigation is appropriate,
        and
        the form that it should take. Some concerns may be resolved by agreed upon
        action without the need for investigation.
  **Report
        to Complainant**
  The
        complainant will be given the opportunity to receive follow-up on their concern
        in two weeks:
  ·
            Acknowledging
                that the concern was received;  ·
            Indicating
                how the matter will be dealt with;  ·
            Giving
                an estimate of the time that it will take for a final response;  ·
            Telling
                them whether initial inquiries have been made;  ·
            Telling
                them whether further investigations will follow, and if not, why
                not.  **Further
        Information**
  The
        amount of contact between the complainant and the body investigating the
        concern
        will depend on the nature of the issue and the clarity of information provided.
        Further information may be sought from the complainant.
  **Information**
  Subject
        to legal constraints, the complainant will receive information about the
        outcome
        of any investigations.
   -4-