CODE
OF ETHICS





CANTERBURY
RESOURCES, INC.


(the
“Corporation”)





The Board
of Directors of the Corporation has adopted the following Code of Ethics (the
“Code”) for directors and officers of the Corporation.  This purpose
of the Code is to:





1.
            focus
      the Board of Directors and each director and officer on areas of ethical
      risk;





2.
            provide
      guidance to directors to help them recognize and deal with ethical
      issues;





3.
            provide
      mechanisms to report unethical conduct;
and





4.
            help
      foster a culture of honesty and
accountability.





Each
director and officer of the Corporation must comply with the letter and spirit
of this Code.





No code
or policy can anticipate every situation that may arise or replace the
thoughtful behavior of an ethical director and officer. Directors and officers
are encouraged to bring questions about particular circumstances that may
implicate one or more of the provisions of this Code to the attention of the
Board of Directors.





A.
            CONFLICT
      OF INTEREST





Directors
and officers must avoid any conflicts of interest between the director or
officer and the Corporation unless the relationship is approved in advance by
the Board of Directors of the Corporation. Any situation that involves, or may
reasonably be expected to involve, a conflict of interest with the Corporation,
should be disclosed promptly to the Corporation’s Board of Directors. A
“conflict of interest” can occur when:





1.
            A
      director's or officer’s personal interest is adverse to—or may appear to
      be adverse to—the interests of the Corporation as a
  whole.





2.
            A
      director or officer, or a member of his or her immediate family, receives
      improper personal benefits as a result of his or her position as a
      director of officer of the
Corporation.





Some
      of the more common conflicts which directors should avoid are listed
      below:





a.  Relationship of Corporation
with Third-Parties





Directors
may not receive a personal benefit from a person or firm which is seeking to do
business or to retain business with the Corporation unless approved by the Board
of Directors of the Corporation. A director or officer shall withdraw him or
herself from any decision of the Board of Directors involving another firm or
corporation with which the director or officer is affiliated.





b.  Compensation from
Non-Corporation Sources





Directors
may not accept compensation (in any form) for services performed for the
Corporation from any source other than the Corporation unless approved by the
Board of Directors of the Corporation.





c.  Gifts





Directors
and officers may not offer, give or receive gifts from persons or entities who
deal with the Corporation in those cases where any such gift is being made in
order to influence the directors' or officer’s actions as a member of the Board
of Directors or the Corporation, or where acceptance of the gifts could create
the appearance of a conflict of interest.








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d.  Personal Use of Corporation
Assets





Directors
and officers may not use the Corporation’s assets, labor or information for
personal use unless approved by the Board of Directors in advance, or as part of
a compensation or expense reimbursement program available to all
directors.





B.
            CORPORATE
      OPPORTUNITIES





Directors
and officers are prohibited from:





1.
            Taking
      for themselves or their companies opportunities that are discovered
      through the use of Corporation’s property or information or their position
      as a director or officer;





2.
            Using
      the Corporation's property or information for personal gain;
      or





3.
            Competing
      with the Corporation for business opportunities. However, if the
      Corporation's disinterested directors determine that the Corporation will
      not pursue an opportunity that relates to the Corporation's business, a
      director or officer may then do so.





C.
            CONFIDENTIALITY





Directors
and officers must maintain the confidentiality of information entrusted to them
by the Corporation and any other confidential information about the Corporation
that comes to them, from whatever source, in their capacity as a director or
officer, except when disclosure is authorized or legally mandated.





For
purposes of this Code, “confidential information” includes all non-public
information relating to the Corporation.





D.
            COMPLIANCE
      WITH LAWS, RULES AND REGULATIONS; FAIR
DEALING





Directors
and officers must comply, and oversee compliance by employees, officers and
other directors and officers, with laws, rules and regulations applicable to the
Corporation, including insider trading laws.





Directors
and officers must deal fairly, and must oversee fair dealing by employees and
officers, with the Corporation's customers, suppliers, competitors and
employees.





E.
            ENCOURAGING
      THE REPORTING OF ANY ILLEGAL OR UNETHICAL
  BEHAVIOR





Directors
      and officers should promote ethical behavior and take steps to ensure the
      Corporation:





1.
            Encourages
      employees to talk to supervisors, managers and other appropriate personnel
      when in doubt about the best course of action in a particular
      situation.





2.
            Encourages
      employees to report violations of laws, rules, regulations or the
      Corporation's Code of Conduct to appropriate
  personnel;





3.
            Informs
      employees that the Corporation will not allow retaliation for reports made
      in good faith.





F.
            COMPLIANCE
      STANDARDS





Directors
and officers should communicate any suspected violations of this Code promptly
to the Board of Directors. Violations will be investigated by the board or by
persons designated by the board, and appropriate action will be taken in the
event of any violations of the Code.





G.
            WAIVER
      OF CODE OF BUSINESS CONDUCT AND
ETHICS





Any
waiver of this Code may be made only by the Board of Directors and must be
promptly disclosed to the Corporation’s shareholders.





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