**HERITAGE
      EXPLORATIONS, INC.**


(the
      “Company”)





**Code
      of Ethics and Business Conduct**


**For
      Directors, Senior Officers and Employees of the Company**


**(the
      “Code”)**




This
      Code
      applies to the Chief Executive Officer, President, Chief Financial Officer,
      Principal Executive Officer, Principal Financial Officer, Principal Accounting
      Officer, Controller and persons performing similar functions (collectively,
      the
“Senior Officers”) along with all directors and employees within the Company
      (the Senior Officers, directors and employees are hereinafter collectively
      referred to as the “Employees”).  This Code covers a wide range of
      business practices and procedures.  It does not cover every issue that
      may arise, but it sets out basic principles to guide all Employees of the
      Company.  All Employees should conduct themselves accordingly and seek
      to avoid the appearance of improper behaviour in any way relating to the
      Company.




Any
      Employee who has any questions about the Code should consult with the Chief
      Executive Officer, the President, the Company’s board of directors (the “Board”)
      or the Company’s audit committee (the “Audit Committee”).




The
      Company has adopted the Code for the purpose of promoting:




·
            honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;




·
            full,
                fair, accurate, timely and understandable disclosure in all reports
                and
                documents that the Company files with, or submits to, the Securities
                and
                Exchange Commission (“SEC”) and in other public communications made by the
                Company that are within the Senior Officer’s area of
                responsibility;




·
            compliance
                with applicable governmental laws, rules and
                regulations;




·
            the
                prompt internal reporting of violations of the Code;
                and




·
            accountability
                for adherence to the Code.




**HONEST
      AND ETHICAL CONDUCT**




Each
      Senior Officer and member of the Board owes a duty to the Company to act with
      integrity.  Integrity requires, among other things, being honest and
      candid. Employees must adhere to a high standard of business ethics and are
      expected to make decisions and take actions based on the best interests of
      the
      Company, as a whole, and not based on personal relationships or
      benefits.  Generally, a “conflict of interest” occurs when an
      Employee’s personal interests is, or appears to be, inconsistent with,
      interferes with or is opposed to the best interests of the Company or gives
      the
      appearance of impropriety.
















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Business
      decisions and actions must be made in the best interests of the Company and
      should not be influenced by personal considerations or relationships.
      Relationships with the Company’s stakeholders - for example suppliers,
      competitors and customers - should not in any way affect an Employee’s
      responsibility and accountability to the Company. Conflicts of interest can
      arise when an Employee or a member of his or her family receive improper gifts,
      entertainment or benefits as a result of his or her position in the
      Company.




Specifically,
      each Employee must:




1.
            act
                with integrity, including being honest and candid while still maintaining
                the confidentiality of information when required or consistent with
                the
                Company’s policies;




2.
            avoid
                violations of the Code, including actual or apparent conflicts of
                interest
                with the Company in personal and professional
                relationships;




3.
            disclose
                to the Board or the Audit Committee any material transaction or
                relationship that could reasonably be expected to give rise to a
                breach of
                the Code, including actual or apparent conflicts of interest with
                the
                Company;




4.
            obtain
                approval from the Board or Audit Committee before making any decisions
                or
                taking any action that could reasonably be expected to involve a
                conflict
                of interest or the appearance of a conflict of
                interest;




5.
            observe
                both the form and spirit of laws and governmental rules and regulations,
                accounting standards and Company
                policies;




6.
            maintain
                a high standard of accuracy and completeness in the Company’s financial
                records;




7.
            ensure
                full, fair, timely, accurate and understandable disclosure in the
                Company’s periodic reports;




8.
            report
                any violations of the Code to the Board or Audit
                Committee;




9.
            proactively
                promote ethical behaviour among peers in his or her work environment;
                and




10.
            maintain
                the skills appropriate and necessary for the performance of his or
                her
                duties.




**DISCLOSURE
      OF COMPANY INFORMATION**




As
      a
      result of the Company’s status as a public company, it is required to file
      periodic and other reports with the SEC.  The Company takes its public
      disclosure responsibility seriously to ensure that these reports furnish the
      marketplace with full, fair, accurate, timely and understandable disclosure
      regarding the financial and business condition of the Company.  All
      disclosures contained in reports and documents filed with or submitted to the
      SEC, or other government agencies, on behalf of the Company or contained in
      other public communications made by the Company must be complete and correct
      in
      all material respects and understandable to the intended recipient.
















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The
      Senior Officers, in relation to his or her area of responsibility, must be
      committed to providing timely, consistent and accurate information, in
      compliance with all legal and regulatory requirements. It is imperative that
      this disclosure be accomplished consistently during both good times and bad
      and
      that all parties in the marketplace have equal or similar access to this
      information.




All
      of
      the Company’s books, records, accounts and financial statements must be
      maintained in reasonable detail, must appropriately reflect the Company’s
      transactions, and must conform both to applicable legal requirements and to
      the
      Company’s system of internal controls.  Unrecorded or “off the book”
funds, assets or liabilities should not be maintained unless permitted by
      applicable law or regulation. Senior Officers involved in the preparation of
      the
      Company’s financial statements must prepare those statements in accordance with
      generally accepted accounting principles, consistently applied, and any other
      applicable accounting standards and rules so that the financial statements
      materially, fairly and completely reflect the business transactions and
      financial statements and related condition of the Company.  Further,
      it is important that financial statements and related disclosures be free of
      material errors.




Specifically,
      each Senior Officer must:




1.
            familiarize
                himself or herself with the disclosure requirements generally applicable
                to the Company;




2.
            not
                knowingly misrepresent, or cause others to misrepresent, facts about
                the
                Company to others, including the Company’s independent auditors,
                governmental regulators, self-regulating organizations and other
                governmental officials;




3.
            to
                the extent that he or she participates in the creation of the Company’s
                books and records, promote the accuracy, fairness and timeliness
                of those
                records; and




4.
            in
                relation to his or her area of responsibility, properly review and
                critically analyse proposed disclosure for accuracy and
                completeness.




**CONFIDENTIAL
      INFORMATION**




Employees
      must maintain the confidentiality of confidential information entrusted to
      them
      by the Company of its customers, suppliers, joint venture partners, or others
      with whom the Company is considering a business or other transaction except
      when
      disclosure is authorized by an executive officer or required or mandated by
      laws
      or regulations.  Confidential information includes all non-public
      information that might be useful or helpful to competitors or harmful to the
      Company or its customers or suppliers, if disclosed.  It also includes
      information that suppliers, customers and other parties have entrusted to the
      Company.  The obligation to preserve confidential information
      continues even after employment ends.
















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Records
      containing personal data about employees or private information about customers
      and their employees are confidential.  They are to be carefully
      safeguarded, kept current, relevant and accurate.  They should be
      disclosed only to authorized personnel or as required by law.




All
      inquiries regarding the Company from non-employees, such as financial analysts
      and journalists, should be directed to the Board or the Audit
      Committee.  The Company’s policy is to cooperate with every reasonable
      request of government investigators for information.  At the same
      time, the Company is entitled to all the safeguards provided by law for the
      benefit of persons under investigation or accused of wrongdoing, including
      legal
      representation.  If a representative of any government or government
      agency seeks an interview or requests access to data or documents for the
      purposes of an investigation, the Employee should refer the representative
      to
      the Board or the Audit Committee.  Employees also should preserve all
      materials, including documents and e-mails that might relate to any pending
      or
      reasonably possible investigation.




**COMPLIANCE
      WITH LAWS**




The
      Employees must respect and obey all applicable foreign, federal, state and
      local
      laws, rules and regulations applicable to the business and operations of the
      Company.




Employees
      who have access to, or knowledge of, material nonpublic information from or
      about the Company are prohibited from buying, selling or otherwise trading
      in
      the Company’s stock or other securities.  “Material nonpublic”
information includes any information, positive or negative, that has not yet
      been made available or disclosed to the public and that might be of significance
      to an investor, as part of the total mix of information, in deciding whether
      to
      buy or sell stock or other securities.




Employees
      also are prohibited from giving “tips” on material nonpublic information, that
      is directly or indirectly disclosing such information to any other person,
      including family members, other relatives and friends, so that they may trade
      in
      the Company’s stock or other securities.




Furthermore,
      if, during the course of an Employee’s service with the Company, he or she
      acquires material nonpublic information about another company, such as one
      of
      our customers or suppliers, or you learn that the Company is planning a major
      transaction with another company (such as an acquisition), the Employee is
      restricted from trading in the securities of the other company.




**REPORTING
      ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR COMPLIANCE
      WITH THE CODE**




The
      Company, through the Board or the Audit Committee, is responsible for applying
      this Code to specific situations in which questions may arise and has the
      authority to interpret this Code in any particular situation.  This
      Code is not intended to provide a comprehensive guideline for Senior Officers
      in
      relation to their business activities with the Company.  Any Employee
      may seek clarification on the application of this Code from the Board or the
      Audit Committee.
















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Each
      Employee must:




1.
            notify
                the Company of any existing or potential violation of this Code,
                and
                failure to do so is itself a breach of the Code;
                and




2.
            not
                retaliate, directly or indirectly, or encourage others to do so,
                against
                any Employee for reports, made in good faith, of any misconduct or
                violations of the Code solely because that Employee raised a legitimate
                ethical issue.




The
      Board
      or the Audit Committee will take all action it considers appropriate to
      investigate any breach of the Code reported to it.  All Employees are
      required to cooperate fully with any such investigations and to provide truthful
      and accurate information.  If the Board or the Audit Committee
      determines that a breach has occurred, it will take or authorize disciplinary
      or
      preventative action as it deems appropriate, after consultation with the
      Company’s counsel if warranted, up to and including termination of
      employment.  Where appropriate, the Company will not limit itself to
      disciplinary action but may pursue legal action against the offending Employee
      involved.  In some cases, the Company may have a legal or ethical
      obligation to call violations to the attention of appropriate enforcement
      authorities.




Compliance
      with the Code may be monitored by audits performed by the Board, Audit
      Committee, the Company’s counsel and/or by the Company’s outside auditors. 
All Employees are required to cooperate fully with any such audits and to
      provide truthful and accurate information.




Any
      waiver of this Code for any Employee may be made only by the Board or the Audit
      Committee and will be promptly disclosed to stockholders and others, as required
      by applicable law.   The Company must disclose changes to and
      waivers of the Code in accordance with applicable law.