Gold
Resource Corporation
 Code
of Ethics
 
 Adopted
by the Board of Directors on November 9, 2009
 
 Introduction
 
 In
keeping with our commitment to honest business practices, Gold Resource
Corporation, and its Mexican subsidiaries Golden Trump Resources S.A. de C.V.
and Don David Gold S.A. de C.V., (“GRC” or the “Company”) has adopted this
company-wide Code of Ethics to assist our directors, officers, consultants and
employees in complying with both our corporate policies and with the
law.
 
 Although
this Code of Ethics covers many different business practices and procedures, it
does not cover every issue that may arise.  Instead, our Code sets
forth the clear principles and standards that our directors, officers, and
employees are accustomed to following.  This Code also explains how we
enforce our Code.  At GRC, our goal is to conduct ourselves in a
manner that avoids even the appearance of impropriety.
 
 This
Code should be read in conjunction with our other corporate
policies.  If a law conflicts with a policy in this Code, you must
comply with the law.  If you have questions about this Code, other GRC
policies, or how to comply with the law in a certain situation, it is important
that you immediately bring your questions to one of GRC’s
officers.  If you
are in or observe a situation that you believe may violate or lead to a
violation of this Code, you should refer to section D of our Code for guidance
on how to report questionable behavior.
 
 Anyone
who violates the standards of this Code will be subject to disciplinary
action.  Such action may include termination of
employment.
 
 A.  Compliance
with All Laws, Rules and Regulations
 
 GRC
requires that all its directors, officers, consultants and employees strictly
adhere to local, state, and federal laws, as well as the laws of the other
countries in which we conduct business.  If you have questions about
what laws we are subject to, or about how to comply with certain laws, it is
important that you alert an officer of GRC to your question.  We rely
on you not only to act ethically, but also to assist your fellow employees and
management in following the law.  When appropriate, GRC will provide
information and training to promote compliance with laws, rules, and
regulations, including insider-trading laws. We strive to:
  ·
              maintaining
      a safe and healthy work
environment;
 ·
              promoting
      a workplace that is free from discrimination or harassment based on race,
      color, religion, sex, age, national origin, disability or other factors
      that are unrelated to the Company’s business
  interests;
 ·
              supporting
      fair competition and laws prohibiting restraints of trade and other unfair
      trade practices;
    
   ·
              conducting
      our activities in full compliance with all applicable environmental
      laws;
 ·
              keeping
      the political activities of our directors, officers and employees separate
      from our business;
 ·
              prohibiting
      any illegal payments, gifts, or gratuities to any government officials or
      political party;
 ·
              prohibiting
      the unauthorized use, reproduction, or distribution of any third party’s
      trade secrets, copyrighted information or confidential information;
      and
 ·
              complying
      with all applicable securities
laws.
 
 B.  Ethical
Conduct and Conflicts of Interest
 
 GRC’s
employees, consultants, officers, and directors are expected to make or
participate in business decisions and actions based on the best interests of GRC
as a whole, and not based on personal relationships or personal
gain.  As we define it, a “conflict of interest” exists when a
person’s private interest interferes in any way with the interest of the
Company, or creates an appearance of impropriety.  A conflict
situation can arise when you have interests that make it difficult for you to
perform your work objectively, or when a director, officer, consultant or
employee receives improper personal benefits as a result of his or her position
with the company.
 
 It
is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer, or supplier.  You should
avoid any relationship that would cause a conflict of interest with your duties
and responsibilities at GRC.  All directors, officers, consultants and
employees are expected to disclose to management any situations that may involve
inappropriate or improper conflicts of interest affecting them personally or
affecting other employees or those with whom we conduct business.
 
 Members
of our Board of Directors have a special responsibility to our Company and to
our shareholders.  To avoid conflicts of interest, Directors are
required to disclose to their fellow directors any personal interest they may
have in a transaction being considered by the Board and, when appropriate, to
recluse themselves from any decision involving a conflict of
interest.  Waivers of a conflict of interest or this Code involving
executive officers and directors require approval by the Board of
Directors.
 
 Any
discovery of a potential or existing conflict of interest should be immediately
disclosed to management in accordance with the procedures set forth in Section D
of our Code.
 
 C.  Our
Commitment to Full, Fair, Accurate, Timely and Plain English
Disclosure
 
 As
a respected public company, it is critical that GRC’s filings with the
Securities and Exchange Commission be complete, timely and accurate in all
material respects.  At GRC, all our employees, consultants, officers
and directors are charged with the responsibility of providing management with
accurate and complete information to assure we are complying with our public
disclosure requirements and our commitment to our shareholders.
   
 
 Commensurate
with these special duties, all members of Senior Financial Management and other
employees each agree that he or she will:
 
 1.  Act
honestly and ethically in the performance of their duties at GRC,
avoiding actual or apparent conflicts of interest in personal and
professional relationships.
 2.  Provide
information that is accurate, complete, objective, relevant, timely and
understandable to ensure full, fair, accurate, timely, and understandable
disclosure in reports and documents filed with or submitted to the SEC or
used in other public communications by the Company.
 
 3.  Comply
with rules and regulations of federal, state, provincial, local and overseas
governments, as well as those of other appropriate private and public
regulatory agencies that affect the conduct of the Company’s business and
the Company’s  financial reporting.
 
 4.  Act
in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing one’s independent
judgment to be subordinated.
 
 5.  Respect
the confidentiality of information acquired in the course of one’s
work, except when authorized or otherwise legally obligated to disclose
such information.  Further, confidential information acquired in the
course of performing one’s duties for GRC will not be used for personal
advantage.
 
 6.  Share
knowledge and maintain skills relevant to carrying out the member’s
duties within the Company.
 
 7.  Proactively
promote and set an example of ethical behavior as a responsible
partner among peers and colleagues in the work environment and
community.
 
 8.  Achieve
responsible use of and control over all assets and resources of the Company
to which they are entrusted.
 
 9.  Promptly
bring to the attention of the Chief Executive Officer, any
information concerning (a) any conduct believed to be a violation of law or
business ethics, or this Code, including any transaction or relationship that
reasonably could be expected to give rise to such a conflict, (b) significant
deficiencies in the design or operation of internal controls which could
adversely affect the Company’s ability  to record, process, summarize
and report financial data or (c) any fraud, whether or not material, that
involves management or other employees who have a significant role in GRC’s
financial reporting, disclosures, or internal controls.
 D.  Reporting
and Treatment of Violations
 
 Persons
who become aware of suspected violations of this Code should report such
suspected violations promptly to any member of the Company’s Board of Directors.
If the reporting person feels uncomfortable reporting suspected violations to
the Board of Directors they may report matters to our outside legal counsel.
Persons who want to report any alleged violation should use the contact
information that is listed in the attachment to this Code.
   
 To
assist in the response to or investigation of the alleged violation, the report
should contain as much specific information as possible for proper assessment of
the nature, extent and urgency of the alleged violation.  Without
limiting the foregoing, the report should, to the extent possible, contain the
following information:
 
 ·
              the
      alleged event, matter or issue that is the subject of the alleged
      violation
 ·
              the
      name of each person involved;
 ·
              if
      the alleged violation involves a specific event or events, the approximate
      date and location of each event;
and
 ·
              any
      additional information, documentation or other evidence available relating
      to the alleged violation.
 ·
              any
      questions or violation reports can be made
  anonymously
 
 The
Board of Directors has the power to monitor, investigate, make determinations
and take action with respect of violations of this Code.  In
determining whether a violation of this code has occurred, the Board of
Directors may take into account:
 
 ·
              the
      nature and severity of the
violation;
 ·
              whether
      the violation was a single occurrence or involved repeated
      occurrences;
 ·
              whether
      the violation appears to have been intentional or
    inadvertent;
 ·
              whether
      the person in question had been advised prior to the violation as to the
      proper course of action;
 ·
              whether
      the person in question had committed other violations in the past;
      and
 ·
              such
      other facts and circumstances as the Board of Directors shall deem
      advisable in the context of the alleged
  violation.
 
 
 
 Acknowledgement.  Each
employee, consultant, officer, and director of GRC and its Mexican subsidiaries,
must acknowledge that he or she has received a copy of this Code of Ethics and
has reviewed this Code of Ethics.  This acknowledgement will be
maintained in your employee files.
 
 Acknowledged:
 
 
 
 ____________________________________________
 (name and
title)                                                    Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Names and
Addresses of contacts
    Reporting
      Contacts:
                  Board
      of Directors:
                  Bill
      Reid & David Reid
                  222
      Milwaukee St #301
                  Denver,
      CO USA 80602
                  303-320-7708
                  billreid@goldresourcecorp.com
                  davidreid@goldresourcecorp.com
              Audit
      Committee Chairman
                  Bill
      Conrad
                  5525
      Erindale Dr  #201
                  Colorado
      Springs, CO USA 80918
                  719-260-8509
                  bmconrad108@yahoo.com
  Isac
Burstein
 Hochoschild
Mining Holdings Ltd
 Calle La
Colonia 180
 Surco,
Lima, Preu
 011 51
1317 2000 ext 2380
 iasc.burstein@hocplc.com
  
 Our
outside Legal Counsel:USA
 Dufford
and Brown
 Attn:
David Babiarz or Jessica Browne
 1700
Broadway, Suite 2100
 Denver,
CO USA 80290
 303-861-8013
  
 Our
outside Legal Counsel: Mexico
 Vazquez
Servicios Legales, SC
 Attn:
Alberto M. Vazquez
 Paseo de
las Palmas 755-902
 Col.
Lomas de Chapultepec
 11000
Mexico, D.F.
 52 55
5540-3020
 avazquez@avazquezabogados.com