**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









**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.










**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.