EXHIBIT
14


CODE
OF ETHICS





Wilson
Creek Mining Corp. (the “Company” as “We”) will conduct its business honestly
and ethically wherever we operate in the world.  We will constantly
improve the quality of our products and operations and will create a reputation
for honesty, fairness, respect, responsibility, integrity, trust and sound
business judgment.  No illegal or unethical conduct on the part of
officers, directors, employees or affiliates is in the Company’s best
interest.  The Company will not compromise its principles for
short-term advantage.  The ethical performance of this Company is the
sum of the ethics of the men and women who work here.  Thus, we are
all expected to adhere to high standards of personal integrity.




Officers,
directors, and employees of the Company must never permit their personal
interests to conflict, or appear to conflict, with the interests of the Company,
its clients or affiliates.  Officers, directors and employees must be
particularly careful to avoid representing the Company in any transaction with
others with whom there is any outside business affiliation or
relationship.  Officers, directors, and employees shall avoid using
their company contacts to advance their private business or personal interests
at the expense of the Company, its clients or affiliates.  In
particular:




·
            Employees
      who deal with parties doing or seeking to do business with the Company, or
      who make recommendations with respect to such dealings or pass judgment
      upon them, shall not own any interest in or have any personal agreement or
      understanding with such third parties that might tend to influence the
      decision of the employee with respect to the business of the Company,
      unless expressly authorized in writing by the Company’s Chief Executive
      Officer after the interest, agreement or understanding has been
      disclosed.




·
            No
      employee shall seek or accept, directly or indirectly, any personal loan
      or services from any individual or business concern doing or seeking to do
      business with the Company expect from financial institutions or service
      providers offering like loans or services to third parties under similar
      terms in the ordinary course of their respective
    businesses.




·
            No
      employee shall do business with his or her relative on behalf of the
      Company unless expressly authorized in writing by the Company’s Chief
      Executive Officer after the relationship has been fully
      disclosed.




·
            The
      requirement of freedom from conflicting interests that applies to all
      employees of the Company extends also to situations involving their
      relatives.







·
            The
      Chief Executive Officer of the Company has the ultimate authority and
      responsibility to determine what remedial steps should be taken in
      situations involving an actual or potential conflict of
      interest.




No
bribes, kickbacks or other similar remuneration or consideration shall be given
to any person or organization in order to attract or influence business
activity.  Non cash gifts, favors and entertainment may be given at
Company expense or accepted by Company employees from an individual or firm
doing or seeking to do business with the Company only if they (i) are consistent
with customary business practices and do not violate applicable law or ethical
standards; (ii) are not excessive in value; (iii) cannot be construed as a
bribe, payoff or improper inducement and (iv) public disclosure of the facts
would not embarrass the Company or the employee.




Payments
or gifts of cash (or of cash equivalents such as liquid securities) to or from
an individual or firm doing or seeking to do business with the Company
(including any regulatory personnel) are never permitted and may not be
solicited, offered, made or accepted by Company employees.




Officers,
directors and employees of the Company will often come into contact with, or
have possession of, proprietary, confidential or business-sensitive information
and must take appropriate steps to assure that such information is strictly
safeguarded.  This information—whether it is on behalf of our company
or any of our clients or affiliates—could include strategic business plans,
operating results, marketing strategies, customer lists, personnel records,
upcoming acquisitions and divestitures, new investments, and production costs,
processes and methods.  Proprietary, confidential and sensitive
business information about this company, other companies, individuals and
entities, should be treated with sensitivity and discretion and only be
disseminated on a need-to-know basis.




Misuse of
material inside information in connection with trading in the Company’s
securities can expose an individual to civil liability and penalties under the
Securities Exchange Act.  Under this Act, directors, officers, and
employees in possession of material information not available to the public are
“insiders.” Spouses, friends, suppliers, brokers, and others outside the Company
who may have acquired the information directly or indirectly from a director,
officer or employee are also “insiders.”  The Act prohibits insiders
from trading in, or recommending the sale or purchase of, the Company’s
securities, while such inside information is regarded as “material”, or if it is
important enough to influence you or any other person in the purchase or sale of
securities of any company with which we do business, which could be affected by
the inside information.  The following guidelines should be followed
in dealing with inside information:




·
            Until
      the material information has been publicly released by the Company, an
      employee must not disclose it to anyone except those within the Company
      whose positions require use of the
information.




·
            Employees
      must not buy or sell the Company’s securities when they have knowledge of
      material information concerning the Company until it has been disclosed to
      the public and the public has had sufficient time to absorb the
      information.







·
            Employees
      shall not buy or sell securities of another corporation, the value of
      which is likely to be affected by an action by the Company of which the
      employee is aware and which has not been publicly
    disclosed.




All
employees who are involved in the Company’s public disclosure process are
responsible for acting in furtherance of the policy that the information in the
Company’s public disclosure communications, including SEC filings, be full,
fair, accurate, timely, and understandable.  In particular, these
individuals are required to maintain familiarity with the disclosure
requirements applicable to the Company and are prohibited from knowingly
misrepresenting, omitting, or causing others to misrepresent or omit, material
facts about the Company to others, whether within or outside the Company,
including the Company’s independent auditors.  In addition, any
employee who has a supervisory role in the Company’s disclosure process has an
obligation to discharge his or her responsibilities diligently.




Waivers




Any
waiver of any provision of the Code for the Company’s executive officers or
directors may be made only by its board of directors.




Reporting
and Responsibilities





Any
employee having information, knowledge or suspicion of any actual or
contemplated activity which is or appears to be in violation of this Code shall
promptly report it to the Company’s Chief Executive Officer.  If any
such transaction involves an executive officer of the Company, the matter shall
be reported directly to the Company’s Board of Directors.




The
Company’s Chief Executive Officer has overall responsibility for matters
involving the Code.  His responsibilities include providing for prompt
and consistent enforcement of the Code, clear and objective standards for
compliance with the Code and a fair process for determining whether violations
of the Code have occurred.




Employees
who make reports of suspected violations of this Code will be protected from
retaliation, such as discipline or involuntary termination of employment, as a
result of their reports.  With the cooperation of the employee,
management will promptly investigate every reported allegation of illegal or
unethical behavior, expect that the employee will not participate where he or
she has made an anonymous report.




Penalties
for Violations




Violation
of the Code will result in appropriate, case specific, discipline which may
include demotion or discharge.  Penalties may also include civil
and/or criminal prosecution.