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EXHIBIT 11.01

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NORTHERN DYNASTY MINERALS LTD.

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CODE OF ETHICS AND TRADING RESTRICTIONS









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Introduction

The Companys policy is to conduct its business in accordance
with the highest ethical and legal standards. To assist the Company in achieving
this policy, the Board of Directors has adopted this Code of Ethics and Trading
Restrictions. The Code is designed to deter wrongdoing and to promote:

| | (1) | Honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest;                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                   
| | (2) | Full, fair, accurate, timely and understandable
      disclosure in reports and documents that the Company submits to regulatory
      authorities and communicates to the public;
| |     |                                                                                                                                                                                   
| | (3) | Compliance with applicable governmental laws and
      regulations;                                                                                                               
| |     |                                                                                                                                                                                   
| | (4) | Prompt internal reporting of violations of the Code to
      appropriate persons identified in the Code; and                                                                      
| |     |                                                                                                                                                                                   
| | (5) | Accountability for adherence to the
  Code.                                                                                                                                       

The Code applies to all employees, officers, and directors of
the Company and its subsidiaries. Because Hunter Dickinson Services Inc.
(HDSI) employees and officers provide substantial services to the Company, the
Code also applies to all employees, officers and directors of HDSI with respect
to their activities relating to the Company. Depending on the circumstances, it
may also apply to agents and other representatives of the Company. ("You" as
used in this Code refers to all such persons, as appropriate.) In addition to
your complying with the Code, it is your responsibility to prevent others from
violating these standards if you are in a position to do so. If you are not in a
position to do so, it is your responsibility to bring the matter to the
attention of a member of senior management who is in a position to take
appropriate action, or to the attention of an independent member of the Board of
Directors.

|1. | Avoiding Questionable or Illegal
      Practices
|-- | ------------------------------------------------

The Companys policy is to comply with all laws and regulations
that apply to its business, and to avoid any activity that may be regarded as
questionable or unethical. Fraudulent, illegal or unethical acts will not be
tolerated. No action that would otherwise be questionable is permissible simply
because it is customary in a particular location or business.

If you are confronted with a situation that raises an issue
under this policy, ask yourself these questions:

| |  | Is the life, health or safety of anyone, or the
      environment, endangered by the action?                                           
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                        
| |  | Is it legal?                                                                                                                           
| |   |                                                                                                                                        
| |  | Does it feel honest, fair and ethical?                                                                                                 
| |   |                                                                                                                                        
| |  | Does it compromise anyones trust or integrity?                                                                                        
| |   |                                                                                                                                        
| |  | Would the public disclosure of the activity in
      any way be embarrassing to you, the Company or any other affected
      employees?

You should be sufficiently familiar with any laws and
regulations and Company policies and procedures that apply to your area of work
and responsibility. That will permit you to recognize possible breaches and to
know when to seek advice. If in doubt, you should discuss the matter with a
member of senior management.

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|2. | Honesty and Fair Dealing.
|-- | -------------------------

When representing the Company, it is important that you deal
honestly and fairly with the Companys joint venture partners, suppliers,
customers, professional advisors, competitors, other employees, and anyone else
with whom you have contact in the course of performing your job. You should not
take any advantage of anyone through actions such as manipulation, concealment,
misappropriation or abuse of confidential information, falsification,
misrepresentation of material facts, undue influence or any other unfair dealing
practice. You also should not give any advantage to anyone for reason of
personal relationship, personal benefit or other reasons not involving the best
interest of the Company.

|3. | Policy to Prevent the Corruption of Foreign
      Public Officials
|-- | ------------------------------------------------------------------

Both Canada and the United States have
laws making it illegal to corrupt officials of foreign governments or to engage
in certain related acts. In Canada, the law is entitled Corruption of Foreign
Public Officials Act and in the United States the law is entitled Foreign
Corrupt Practices Act. In the discussion that follows, we have always
adopted the more stringent requirement of the two laws.

(a)     Persons
to Whom the Laws Apply. Both laws apply to the Company and its subsidiaries;
their employees, officers and directors; and their agents and representatives.
For these purposes, action by a foreign agent or representative is the
equivalent of action by the Company.

The laws may apply in whole or in part
to foreign companies and joint ventures if a U.S. or Canadian company controls
the foreign company or joint venture or otherwise authorizes, directs or
participates in activity by the foreign company or joint venture. Deciding
whether activities of a foreign company or joint venture are authorized,
directed or participated in by the Company in any particular instance will be an
uncertain exercise with uncertain results. In addition, allegations of illegal
conduct by any company or joint venture in which the Company has a significant
interest can only cause damage to the reputation of the Company. For this
reason, you should assume that any action of any foreign companies and joint
ventures in which the Company has a significant interest, including the actions
of the employees and agents of such foreign companies and joint ventures, will
be attributable to the Company.

(b)    
Prohibition.The laws make it illegal to offer or provide money or
anything of value for the personal benefit of (i) any foreign government
official or any official of a public international organization (such as the
International Monetary Fund, regional development banks or other multilateral
organizations) or (ii) any foreign political party or its officials or any
political candidate for the purpose of: influencing that official in the
exercise of his or her duties (or non-exercise of those duties); having any such
person influence foreign government activity; or otherwise securing an improper
advantage for the purpose of aiding the Company in obtaining, retaining or
directing business. The laws may be violated if the Company knows, or if it
should have been obvious to the Company, that the payments were made for an
illegal purpose.

The laws also apply to indirect
payments, i.e., where the Company offers or provides money or anything of
value to any person with the knowledge that the person will make a payment to a
foreign government official, official of a public international organization,
foreign political party or its officials, or any political candidate for such a
prohibited purpose.

The laws also make it illegal to
possess property or proceeds from property known to have been obtained as a
result of the bribery of a public official or to launder (i.e., deal
with intent to conceal) property or proceeds from property obtained as a result
of the bribery of a public official.

Foreign government-owned corporations
and other instrumentalities are generally treated as if they are governments,
and their employees, officers and directors are treated as government officials.

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(c)    
Exception to Prohibition. There is an exception in the laws for
facilitating payments. Facilitating payments are payments made to expedite
routine governmental action that does not involve obtaining, retaining or
directing business. Example include payments to (i) secure processing of papers
such as visas, work orders and permits, (ii) induce customs officials to process
legally transmitted goods, (iii) obtain police protection, (iv) obtain
installation and maintenance of utility connections, and (v) induce minor
government functionaries (government employees without discretionary authority
over a project or transaction) to complete their jobs in the manner required and
where the situation does not involve the securing of business.

There are three additional
exceptions:

| |  | It is an affirmative defence if it can be shown that the
      payment was legal under the written laws and regulations of the foreign
      country. As an example, in some foreign countries, the Company may be
      required by law to hire as an agent a national of that country who also is
      connected to the government of that country in some way or other.                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | It also is an affirmative defence if it can be shown that
      the payment was a reimbursement of travel, lodging and other reasonable
      and bona fide expenses directly related to the business promotion,
      demonstration or explanation of the Companys business, or the execution
      or performance of a contract with the foreign government. As an example,
      payment of the travel expenses of a foreign government official to visit
      one of our mines, as a part of an effort to promote the Company in that
      country, would fit into this category.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Unconditional gifts having nominal value, when made
      openly and as a social amenity, or as a token of esteem, regard or
      gratitude in accordance with local custom, generally will not be regarded
      as a bribe.                                                                                                                                                                                                                                                                                                                                                          

(d)     Company
Policy. The Companys policy is firm and unconditional. Under no
circumstances will the Company ever pay a bribe prohibited by the laws. If you
are ever solicited for such a bribe, or if you become aware of any instance
where any Company employee, officer, director, agent or representative of the
Company or its subsidiaries or its joint ventures proposes to offer such a bribe
or is otherwise involved in such illegal activity, you are to report the matter
to your immediate superior, or directly to the CEO or CFO of the Company. Any
employee, officer, director, agent or representative who participates in any
scheme to pay such an illegal bribe will be terminated immediately.

With respect to payments that fall
within the exceptions noted above:

| |  | No facilitating payments may be made without the prior
      written approval of the CEO.                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | No payment that would otherwise be an illegal bribe may
      be made on the basis that it is legal under the written laws and
      regulations of the foreign country without the prior written approval of
      the CEO.                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | No payment that would otherwise be an illegal bribe may
      be made on the basis that it is a reimbursement of travel, lodging or
      other reasonable and bona fide expenses directly related to the business
      promotion, demonstration or explanation of the Companys business or the
      execution or performance of a contract with the foreign government without
      the prior written approval of the CEO.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | With respect to unconditional gifts of nominal value made
      openly and as a social amenity, or as a token of esteem, regard or
      gratitude in accordance with local custom, the CEO will establish a
      monetary limit on the value of any such gift. Any gifts with a value in
      excess of that limit must be approved in advance by the CEO.                                                                  

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(e)    
Accounting Requirements. The Company and its affiliated foreign companies
and joint ventures must:

| |  | Keep financial records which, in reasonable detail,
      accurately and fairly reflect transactions; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Maintain a system of internal accounting controls
      sufficient to provide reasonable assurances that (i) transactions are
      executed in accordance with management authorization, (ii) transactions
      are properly recorded as needed to permit preparation of financial
      statements and to maintain accountability for assets, (iii) all assets are
      recorded on the books of the Company and access to assets is only
      permitted in accordance with management authorization, and (iv) periodic
      auditing is done at reasonable intervals and action is taken to resolve
      discrepancies.

As an example, the accounting
provisions require that the Company properly record facilitating payments as
such and prohibit their characterization in some other form. The accounting
provisions also prohibit the Company from maintaining off-record cash slush
funds or cash that may be accessed without senior management authorization.

(f)     Things
to Look For. The following is a list of red flags that may indicate the
possible existence of corrupt practices:

| |  | Foreign agent with a poor reputation or with links to the
      government.                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                              
| |  | Unusually large commission payments or commission
      payments where the agent does not appear to have provided significant
      services.
| |   |                                                                                                                                              
| |  | Cash payments, or payments without paper trail or
      compliance with normal internal controls.                                            
| |   |                                                                                                                                              
| |  | Unusual bonuses to foreign personnel for which there is
      little support.                                                                
| |   |                                                                                                                                              
| |  | Payments to third country accounts.                                                                                                          

|4. | Corporate Opportunities and Duty of
      Loyalty
|-- | -------------------------------------------------

You have a duty of loyalty to the Company, which includes a
duty to advance the Companys legitimate interests when the opportunity to do so
arises. Accordingly, you may not use your position or the Companys name,
property, information or good will for personal gain or for the gain of others.
You are further prohibited from taking advantage of an opportunity that is
discovered through the use of any corporate property, information, contacts or
your position with the Company. All such opportunities, actual or perceived,
should be reported to your immediate supervisor.

Business opportunities that come to the employees, officers and
directors of HDSI are dealt with in accordance with the Services Agreement
between the Company and HDSI. . The Audit and Risk Committee of the Board of
Directors is charged with the responsibility of reviewing relationships with
HDSI, and it will consider such matters as a part of its periodic review of the
relationship. Directors of the Company who are also directors of HDSI
nevertheless have an overriding fiduciary duty to the Company that is governed
by Canadian law.

Outside directors of the Company may have a variety of other
business relationships involving duties of loyalty. In addition, outside
directors do not, as a general matter, have the same obligation as officers and
employees to bring corporate opportunities to the Company. For these reasons,
the Code does not apply to outside directors of the Company with respect to
issues involving duties of loyalty or corporate opportunities and such issues,
to the extent they arise, are to be resolved directly with the Board of
Directors.

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|5. | Avoiding Conflicts of Interest
|-- | ------------------------------

A conflict of interest occurs when your private interests, or
the private interests of your family, interfere, or appear to interfere, in any
way with the best interests of the Company. For these purposes, family would
generally include your parents and grandparents, spouse, children and
grandchildren, siblings, in-laws and other persons who share a residence with
you or another member of your family. You must take care to avoid any direct or
indirect involvement or understanding that might result in such a conflict or
create the appearance of such a conflict. Whether a situation involves a
conflict of interest depends on all of the circumstances. Generally, the Company
would not consider it a conflict of interest if an employees brother or sister
were an officer of a competitor. However, the Company would consider it a
conflict of interest if a Company employee in charge of procurement were to
purchase products or services from a company owned by the employees brother or
sister or from a company owned by a close personal friend of the employee. The
following are examples of conflict of interest situations which generally must
be avoided or which may raise a question:

| | Acting as an employee, officer or director of, or a
      consultant to, a competitor or potential competitor of the Company;                                                                                                                                                                                                                                                                                                          
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Having a financial interest in or loan from a business
      which is a joint venture partner, optionor or optionee, competitor,
      customer or supplier of the Company or which otherwise does business with
      the Company (an investment in the securities of a publicly traded company
      normally would not be considered to present a conflict of interest unless
      it represented a material part of your savings);
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Placing of Company business with any other company that
      is directly or beneficially owned or controlled by you or by members of
      your family.                                                                                                                                                                                                                                                                               

Some conflicts are clear-cut; others are less obvious. In
addition, there may be circumstances where it is necessary or in the best
interests of the Company to have a business relationship with a business or
company in which an employee or officer, or his or her family, may have an
interest. For example, where Company operations are in a remote location, it may
be necessary from time to time to enter into a business relationship with a
business controlled by an employees family members. For these reasons, you must
fully disclose to your supervisor, the CEO or the CFO all circumstances that
could be perceived as involving a conflict of interest between the Company and
you or members of your family. Full disclosure enables the Company to resolve
unclear situations and to ethically handle conflicts of interest before any
difficulty can arise. To the extent a conflict of interest cannot be avoided in
a reasonable fashion, then appropriate procedures will be put in place to ensure
that there is full disclosure and to minimize the involvement of the conflicted
individuals in the relationship giving rise to the conflict.

The Company recognizes that there is a potential for a conflict
of interest inherent in the Companys relationship with HDSI. The Board of
Directors believe that the Company derives substantial benefits on a
cost-effective basis from its continuing relationship with HDSI. The Audit
Committee of the Board of Directors will periodically (not less than annually)
review the service agreements with HDSI and transactions under such agreements
to confirm the fairness to the Company.

Outside directors of the Company are not expected to devote
their time and effort solely on behalf of the Company, and they may have a
variety of other business relationships that could give rise to a conflict of
interest. Any such potential conflicts of interest are not subject to the Code
and are to be resolved directly with the Board of Directors.

|6. | Giving or Accepting Gifts
|-- | -------------------------

The giving or accepting of gifts can adversely affect the
Companys reputation for fair dealing and also create conflicts of interest. You
should avoid:

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| | Giving or offering to give any gift, favour,
      entertainment, reward, or any other thing of value that might influence or
      appear to influence the judgment or conduct of the recipient in the
      performance of his or her job. This includes transactions with government
      personnel, customers and suppliers. Such action may damage the Companys
      reputation for fair dealing and may be illegal.                     
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Accepting or soliciting a gift, favour, or other thing of
      value that is intended to, or might appear to, influence your
      decision-making or professional conduct. In addition to damaging the
      Companys reputation for fair dealing, receipt of such gifts could
      interfere with your ability to make judgments solely in the best interest
      of the Company, and thus create the appearance of a conflict of interest.

You may give or receive unsolicited gifts or entertainment only
in cases where the gifts or entertainment are of nominal value, are customary to
the industry, will not violate any laws, and will not influence nor appear to
influence the recipients judgment or conduct.

|7. | Outside Activities
|-- | ------------------

Outside activities must not conflict with the proper
performance of your duties.

(a)Other Business Activity. Full-time employees and officers are
expected to devote substantial effort and attention to the furtherance of the
Companys business. In the usual case, this would make it difficult for you to
properly perform your duties while also being engaged in other business
ventures. For this reason, you may not serve as the proprietor, general partner,
officer or director of any other business without first obtaining the written
consent of the CEO or CFO. In the case of family owned businesses, the CEO or
CFO will normally grant such consent if he or she is satisfied that the
involvement in the family business will not conflict with your duties and will
not involve any conflict with the interests of the Company. In addition, the CEO
may grant consent to an officer or employee serving as a member of the board of
directors of another company in special circumstances. (The Board of Directors
will consider any proposal for the CEO or the CFO of the Company to serve on the
board of another entity, other than not-for-profit entities or family businesses
that in no material way compete with the Company or do any material business
with the Company.)

This policy does not apply to employees
or officers who are also employees or or officers of HDSI with respect to
services performed by them for other companies.

(b)   
 Professional Associations and Charitable Organizations. The Company
encourages employees and officers to participate in geological, engineering and
other professional associations and activities that do not conflict with their
duties for the Company and do not involve conflicts of interest. The Company
also encourages officers and employees to participate in charitable
organizations and activities. However, you should consult with the CEO or CFO
before you undertake any such outside activities requiring a substantial amount
of time. In addition, you should not accept a position as an officer or director
of a professional or charitable organization without prior consultation with the
CEO or CFO, so that they can be satisfied that your activity on behalf of such
organizations cannot be attributed to the Company.

(c)   
 Political and Government Affairs. No Company contributions may be
made, directly or indirectly, to any election or issue campaign in any
jurisdiction or circumstance that would be unlawful. Corporate contributions may
be made in appropriate cases where and when permitted by applicable law, but
only with the approval of the CEO. Use of Company equipment, supplies or
facilities to support any political party, candidate or campaign, as well as
employee activity during normal business hours, may constitute a political
contribution. You may not engage in any such activity where it involves Company
equipment, supplies or facilities or activity during normal business hours
without the prior approval of the CEO. In addition, no action which presents, or
may appear to present, the position of the
Company with respect to any political or governmental matter may be taken
without the prior approval of the CEO.

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The Company encourages employees and
officers, as individuals, to take part in political and governmental affairs to
the extent that such activity does not interfere with the proper performance of
their duties or involve the use of Company assets or a conflict of interest.
However, if you wish to run for public office or hold an appointed public
position, you must confer with the CEO and counsel for the Company to ensure
that the proposed activity is consistent with your duties to the Company and
does not involve a conflict of interest.

The outside directors of the Company are not expected to devote
their full time and effort solely on behalf of the Company and accordingly this
policy does not apply to them.

|8. | Accounting and Recordkeeping, Internal
      Accounting Controls and Auditing Matters.
|-- | --------------------------------------------------------------------------------------

Many employees of the Company, not just accountants and
controllers, participate in the financial control and reporting processes of the
Company. If you have ANY responsibility for any aspect of the Companys
financial activities (for example: processing or approval of payments; creation,
processing or approval of invoices and credit memos; payroll and benefits
decisions; approval of expense reports and other transactions; the estimation of
financial reserves or other claims or the amount of any accrual of deferral; or
the recording of any of the foregoing in the Companys records) and/or the
preparation of the Companys financial statements or other financial reports,
you must ensure your involvement complies with complete and accurate procedures
as per established Company practice.

(a)    
Accounting and Recordkeeping. You may not maintain funds or assets for
any improper purposes or make false or misleading statements in any Company
documents, reports or records. No undisclosed or unrecorded accounts may be
established using the Companys funds or other assets. All accounting records
and the financial reports produced from those records must be kept and presented
in accordance with applicable law, must accurately and fairly reflect in
reasonable detail the Companys assets, liabilities, revenue and expenses and,
where applicable, must be in accordance with applicable accounting
principles.

Transactions must be supported by
accurate and reasonably detailed documentation and recorded in the proper
account. Best efforts are to be made to record transactions in the proper
accounting time period. To the extent that estimates are necessary, they must be
based on your good faith judgment and be supported by appropriate documentation.
No payment or the related accounting entry may be approved or made with the
intention or understanding that any part of the payment will be used for any
purpose other than that described by the document supporting the entry or
payment.

(b)     Internal
Accounting Controls. Internal accounting controls have been established to
provide reasonable assurances that (i) transactions are executed in accordance
with management authorization, (ii) transactions are properly recorded as needed
to permit preparation of financial statements and to maintain accountability for
assets, (iii) all assets are recorded on the books of the Company and access to
assets is only permitted in accordance with management authorization, and (iv)
periodic auditing is done at reasonable intervals and action is taken to resolve
discrepancies. You must comply with all internal control requirements and ensure
that no action is taken to avoid the internal controls requirements.

(c)    
Auditing. The Company employs a firm of independent chartered accountants
to audit the Companys annual financial statements. The annual audit has a
number of purposes, including (i) compliance with regulatory requirements, (ii)
providing an independent assessment of whether the Companys financial
statements fairly present the financial condition, results of operations and
cash flow of the Company, (iii) assessment of the accounting principles used and
significant estimates made by the Company in preparing its financial statements,
and (iv) assessment of the Companys system of internal controls over financial
reporting as required by applicable law and regulatory policies. Each employee is responsible for providing whatever
assistance may be required by the auditors. If you receive inquiries from the
Companys independent accountants, you must respond promptly, fully and
accurately.

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If you have any concerns as to weaknesses in the Companys
accounting system or in the Companys internal controls; or if you believe that
any instances of fraud,* or incorrect or questionable accounting practices may
have occurred; or if you believe that any instances of fraudulent, incorrect or
questionable practices may have occurred in connection with the annual audit of
the Companys financial statements, you should consult with your immediate
supervisor or with the Companys CEO or CFO. Alternatively, you may contact the
Audit Committee of the Board of Directors using the procedures outlined below
under the heading Reporting of Possible Violations or Other Questionable
Practices - Procedures to Submit a Report. Those procedures include a procedure
for confidential, anonymous submission of concerns.

|9. | Use of Company Property
|-- | -----------------------

You are entrusted with the care, management and cost-effective
use of the Companys property and you are not to make use of these resources for
your own personal benefit or for the personal benefit of anyone else. Passwords
are to be kept confidential and use of the computer systems is limited to
authorized business purposes, although occasional personal use of the internet,
e-mail and voice mail will normally be permitted unless your supervisor believes
that this privilege is being abused.

However, in order to protect the Companys interests -
including for example, to ensure that the Companys computers and voice mail are
not being used for improper purposes, such as sexual harassment - the Company
reserves the right to review the contents of the Companys computers, its e-mail
system, and its voice mail system. No employee has a right of personal privacy
with respect to information that is placed in the Companys computers, the
e-mail system, or the voice mail system.

You are responsible to ensure that all Company property
assigned to you is maintained in good condition, and you should be able to
account for such equipment. Any disposition of Company property should be for
the benefit of the Company and not for personal benefit.

Company letterhead stationery is to be used only for
correspondence related to the Companys business. Do not use it for personal
correspondence or charitable solicitation.

You are to return all documents and property in your possession
upon termination of your employment for any reason.

__________

*For purposes of the Code, fraud includes any deliberate
misstatements or omissions in connection with preparation or reporting (internal
or external) of financial and/or operating information about the Company,
whether or not material and without regard to whether the employee receives any
personal benefit.

|10. | Proprietary Information
|--- | -----------------------

We want our employees to be well informed about our business,
our plans for the future, and the successes and challenges we have along the
way. In return for this openness, the Company places trust in its employees to
maintain the confidentiality of our proprietary information without need for
court orders or other legal requirement.

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You are to take all reasonable measures to protect the
confidentiality of proprietary information obtained or created by you, or
otherwise made known to you, in connection with your activities on behalf of the
Company. In addition, you must use proprietary information only for the
Companys legitimate business purposes, and not for your personal benefit or the
benefit of anyone else.

To provide the Company with reasonable protection against
unauthorized disclosure or unauthorized use of its proprietary information, all
employees are required to sign an employment agreement prior to their start with
the Company that includes provisions addressing confidentiality. These
agreements state in part that the Company retains exclusive ownership of all
project information and opportunities arising out of employment or consulting
relationships and any information pertaining to the exploration plans of the
Company.

For these purposes, proprietary information means information
developed or secured for use of the Company in its business, where that
information is not generally known to or otherwise readily available to the
public and members of our industry. Proprietary information includes, without
limitation:

| | The Companys ideas, discoveries, projects, data, contact
      information and production processes.                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                
| | Information concerning actual or projected expenditures,
      corporate transactions, earnings or operating results or business
      transactions that has not been disclosed by the Company.
|  |                                                                                                                                                                                                
| | Investor lists, relationships with consultants,
      contracts, business plans and strategies.                                                                                                
|  |                                                                                                                                                                                                
| | Personnel information.                                                                                                                                                                         

It is your responsibility to know what information is
proprietary and ensure that you use and disclose it only in the performance of
your duties with the Company. If you are unsure, consider the information to be
confidential until you obtain clarification.

If your employment terminates, you will continue to be bound to
your obligations of confidentiality to the maximum extent permitted by law.

|11. | Outside Ideas
|--- | -------------

The purpose of this policy is to avoid the risk of allegation
of unauthorized use or disclosure of another persons proprietary rights, ideas
or information.

When an idea, prospect, opportunity, or other confidential or
proprietary information is submitted to the Company by an outsider, care must be
taken to ensure that the outsider signs an agreement defining the Companys
rights and obligations before the idea or prospect or information is disclosed
to employees qualified to evaluate it or use it. Outsiders who propose to submit
information should be told to submit the information in writing. Outsiders
should also be told that any submission constitutes their agreement that the
Companys brief review to determine possible interest will not create any
non-use, confidentiality or area of interest agreement or obligation of the
Company. If they do not so agree, they should be told not to submit their
information.

On its receipt, any such information should be sent to the CEO
or CFO or persons authorized by them to evaluate outside submissions. No one
other than the CEO or CFO and persons authorized by them are to evaluate any
outside submission.

Each written submission will first be reviewed to see if it
purports to impose non-use, confidentiality or area of interest obligations. If
it does, no further review should be made and, unless the CEO upon being
notified otherwise directs, the material should be returned without further
review. If the material does not purport to impose such an obligation, it should
be reviewed briefly to see if it might be of interest. If it is not of interest,
it is to be returned with a letter stating that the information
was briefly reviewed to determine possible interest, that the information is not
of interest, and that the Company has no non-use, confidentiality or area of
interest agreement or obligation to the sender. If the sender was previously so
informed, the letter should also refer to that prior advice. If the material
appears to be of interest, then the Company will need to enter into an
appropriate confidentiality agreement setting out the parties rights and
obligations before any further review or use of the information.

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      Ethics | P a g e | 10
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Third party data subject to confidentiality obligations should
be so marked, all confidentiality obligations should be noted on the relevant
document or file, and all such obligations must be strictly adhered to.

|12. | Disclosure Policy
|--- | -----------------

The Company has both legal and ethical obligations to provide
appropriate disclosure of material information, and to ensure that employees and
others do not benefit from having and using undisclosed material information.
Material information is any information that reasonably could be expected to
affect the market for the Companys stock or to influence an investors decision
to buy, sell or hold the stock. The wrongful use of undisclosed material
information may make both the Company and the individual involved liable for
criminal and/or civil penalties and damage awards.

(a)     Control
of Confidential Information. All employees have the responsibility to inform
senior management on a timely basis of events or developments that might have a
material effect on the Company. Such information should be communicated to your
superior or to members of senior management.

Strict confidentiality must be
maintained with regard to disclosure of confidential information to persons
within the Company who have no need to know, and to anyone outside of the
Company. Care must be taken when handling confidential correspondence, assay
results, reports, documents, memos and facsimiles. Documents containing
confidential information should be shredded or otherwise destroyed, and not
placed in rubbish bins. Visitors to the offices or work sites of the Company are
not to be left unattended at any time, except in designated safe locations,
e.g. reception area and conference rooms. Discussions by Company
personnel concerning Company business should be confined to Company personnel
only and on a need to know basis, and should never occur in public places such
as elevators and airplanes.

(b)     Public
Disclosure Responsibilities. The Company has a variety of disclosure
obligations under laws and stock exchange rules. The Company fulfills those
obligations through regulatory filings, periodic reports to shareholders, press
releases, and web site disclosure. The Company also provides information to
shareholders and others through communications with the media, analysts and
others in the financial community, by way of industry presentations, and in
response to inquiries. In carrying out the Companys disclosure
responsibilities:

| |  | The CEO, the CFO, and other members of senior management,
      as appropriate, have the sole responsibility to determine (i) whether a
      particular matter is sufficiently material to the Company to require
      disclosure, and (ii) the content, time and manner of disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Company Spokespersons have the exclusive authority to
      speak for the Company with respect to matters of public disclosure. The
      Company Spokespersons consist of the CEO and any other persons who are
      authorized by the CEO, generally or in a specific instance, to speak for
      the Company. NO OTHER PERSONS ARE AUTHORIZED TO COMMUNICATE AS TO
      MATTERS OF PUBLIC DISCLOSURE ON BEHALF OF THE COMPANY.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | It is the responsibility of the Company to ensure that
      that undisclosed material information is disseminated in such a way that
      all members of the public have equal access to the information.
      Substantial security holders and analysts in particular MUST NOT receive
      preferential treatment in the matter of information disclosure. For example,
previously undisclosed material information is not to be disseminated by way of
communications with analysts, in earnings telephone conferences, or in industry
conference presentations. If material undisclosed information is to be
communicated through such means, it must first be communicated to the public
generally by way of a press release or regulatory filing such as a material
change report or Form 6-K report. Persons given early access to undisclosed
material information may not use that information to trade in the Companys
securities, and they, the Company and the individual who causes the early
disclosure may be liable for civil and criminal penalties and damage awards if
there is trading on undisclosed material information.

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      Ethics | P a g e | 11
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(c)     External
Communications and Inquiries from Analysts, Media and Other Outsiders.
Communications intended for dissemination outside of the Company and concerning
the Companys business must be referred to the CEO or to one of the designated
Company Spokespersonsprior to dissemination. This includes presentations
to analysts and papers or presentations to professional groups and others.

All inquiries from the press,
securities analysts, investors and other outsiders concerning the Companys
business and affairs must be referred to one of the designated Company
Spokespersons. This will ensure that information is disclosed consistently and
equitably. Unless specifically authorized, no one is authorized to respond to
such inquiries.

(d)     Comments
on and Dissemination of Analysts Reports and Other Media Stories. From time
to time, the Company may be asked to review or comment on analysts reports or
other media stories about the Company. No employee, officer or director is to
review or comment on analysts reports or media stories except an authorized
Company Spokesperson, and any such inquiry should be forwarded to such an
authorized person without any comments. If a Company Spokesperson does review
such a report or story, the Company Spokesperson should review the report or
story ONLY for factual information and limit his/her comments to discussion or
correction of facts. Furthermore, no undisclosed material information is to be
communicated in the course of such a review and comment. If factual correction
would result in the disclosure of undisclosed material information, the Company
Spokesperson must take the necessary steps to ensure that such information is
communicated to the public generally before it is communicated to the particular
analyst or other person making the inquiry.

Employees, officers or directors of the
Company may be asked to forward or recommend analysts reports or may consider
forwarding analysts reports or media stories about the Company. The forwarding
or recommending of such reports or stories may be regarded as verifying or
validating the information contained in the reports or stories. If any of the
information in the report or story is not accurate, the act of forwarding or
recommending the report or story may constitute the dissemination of false or
misleading information in violation of securities laws. In addition, if any of
the information in the report or story is accurate but has not been generally
disseminated by the Company, the forwarding or recommending of the report or
story may constitute selective disclosure in violation of securities laws.
Finally, copying and dissemination of analysts reports and media stories may
violate copyright laws or the proprietary rights of the authors of the reports
or stories. For these reasons, no employee, officer or director should reproduce
and distribute or otherwise disseminate such reports and stories unless
specifically approved by the CEO. Persons requesting such materials should be
referred to the author or organization that published the material. In addition,
employees, officers and directors should not recommend particular analysts
reports on the Company to any person.

(e)     Comments
on Rumours and Correction of Selective Disclosure. Employees, officers and
directors must not comment, whether positively or negatively, on rumours about
the Companys business. Information about such rumours should be reported to the
Company Spokespersons. In general, the Companys policy is not to comment on
rumours. If a stock exchange or securities regulatory authority requests the Company to make a definitive
statement in response to rumours, a Company Spokesperson will consider the
matter in consultation with legal counsel.

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      Ethics | P a g e | 12
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If any employee, officer or director
makes an unauthorized or premature disclosure of undisclosed material
information (inadvertently or otherwise), the person responsible for the
disclosure, and any other employee, officer or director learning of it, must
contact the CEO or other Company Spokesperson as soon as possible, and the CEO
and other Company Spokespersons will consider the Companys responsibilities
under applicable law.

|13. | Securities Transactions
|--- | -----------------------

(a)    
Restrictions on Trading. In general, employees, officers and directors,
and their family members, may trade in Company securities unless:

| |  | A Blackout Period (see below) is in place, or                      
| | - | -------------------------------------------------------------------
| |   |                                                                    
| |  | The person has knowledge of undisclosed
      material information.

If a Blackout Period exists, or if you
have knowledge of undisclosed material information, neither you nor your family
members may trade in Company securities. For purposes of this policy, family
member means your spouse, your minor children, any person substantially
dependent on you for support, and other persons who share a residence with you.
There are two exceptions to this policy: (i) you may exercise any fixed price
option or warrant issued by the Company, BUT you may not sell the security
acquired on exercise of the option or warrant so long as either condition
exists; and (ii) you may sell securities pursuant to a previously existing
Trading Plan entered into with a qualifying broker under Section 161 of the
rules to the Securities Act of British Columbia and pursuant to SEC Rule 10b5-1,
provided that you were not in possession of undisclosed material information
(unless it has since been disclosed) at the time you established the Trading
Plan.

In addition, while you are in
possession of undisclosed material information, you and your family members must
not trade in the securities of companies that have a significant legal or
financial business relationship, direct or indirect, with the Company (generally
joint venture partners) if the undisclosed material information relates to the
subject matter of that business relationship.

(b)     Blackout
Period. From time to time, the CEO or other Company Spokesperson may
institute a Blackout Period because of the existence of undisclosed material
information. If a Blackout Period is instituted, you will be notified, generally
by e-mail. Once notified of the existence of a Blackout Period, except as noted
above, you and your family members may not trade in the Companys securities
until you have been notified that the Blackout Period has been terminated. The
existence of a Blackout Period is itself an item of confidential information
that is not to be disclosed to persons outside of the Company.

(c)     Special
Considerations in Investing in Company Securities. You and your family
members are urged not to purchase securities of the Company using borrowed funds
in an amount or on terms and conditions which are not prudent in light of your
financial condition. In addition, careful consideration should be given before
pledging Company securities for a loan because of the potential insider trading
liability that could arise if the lender should seek to sell the securities at a
time when there is undisclosed material information about the Company.

(d)     Certain
Additional Policies. These additional policies apply to officers and
directors and in regards to short sales, employees, of the Company.

| |  | No employee, officer or director shall engage in short
      sales of securities of the Company or sales of borrowed securities of the
      Company. For purposes hereof, the short sale of Company shares as
  a method of facilitating the exercise of a valid option
      granted by the Company shall be deemed not to be a short sale for purposes
      of the aforementioned restriction notwithstanding any such
      sale-against-an-option may be treated as a short sale under Canadian
      securities legislation. Before selling short against an option, the holder
      of the option should bring the proposed transaction to the attention of
      the Companys CEO or CFO so as to ensure the transaction is treated
      properly, unless the transaction is through the use of an option exercise
  and sale facility established by the Company.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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      Ethics | P a g e | 13
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| |  | No officer or director shall acquire financial
      instruments, including for greater certainty, prepaid variable forward
      contracts, equity swaps, collars or units of exchanged funds, that are
      designed to hedge or offset a decrease in market value of options or
      equity securities granted as compensation or held directly or indirectly
      by the officer or director.                                                
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | No officer or director shall place automatic buy or sell
      orders with brokers except for a Trading Plan entered into with a
      qualifying broker under Section 161 of the rules to the Securities Act of
      British Columbia and pursuant to SEC Rule 10b5-1, provided that you were
      not in possession of undisclosed material information (unless it has since
      been disclosed) at the time you established the Trading Plan.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | No officer or director of the Company shall buy or sell
      equity securities of the Company during the period that begins five
      trading days before and ends one trading day after the public release of
      quarterly and annual results of operation of the Company.                                                                                                                                                                    

|14. | Administration and Distribution
|--- | -------------------------------

The Companys Board of Directors, the Audit and Risk Committee,
and the Nominating and Governance Committee have established the standards of
business ethics and conduct contained in the Code, and it is their
responsibility to oversee compliance with the Code. Any change in or waiver of
any provision of the Code shall require approval of the Audit and Risk Committee
or the Nominating and Governance Committee, as applicable, and shall be publicly
disclosed in the time period and manner as required by law or regulation.

The Code is to be distributed to each employee, officer and
director of the Company and to the employees, officers and directors of HDSI. It
will also be made available via the Companys Internet site.

Strict adherence to the Code is vital. Directors will confirm
on an annual basis in connection with the preparation of the Management
Information Circular that they have read and understand the Code of Ethics.
Management will adopt appropriate policies to ensure that officers and employees
are provided with and have read the Code of Ethics. All managers are responsible
for ensuring that employees under their supervision are aware of and understand
the provisions of the Code For clarification or guidance on any point in the
Code, please consult the CEO or CFO.

|15. | Reporting of Possible Violations or Other
      Questionable Practices
|--- | ----------------------------------------------------------------------

The following procedures govern the reporting and treatment of
reports of possible violations of the Code. The Company's Audit and Risk
Committee Charter provides that the Audit and Risk Committee is to establish
procedures for the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing
matters, and the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters. The Audit and Risk
Committee has adopted these procedures as to complaints and submissions
regarding accounting, internal accounting controls or auditing matters, and the
Nominating and Governance Committee has adopted these procedures as to all other
complaints and submissions regarding the Code.

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      Ethics | P a g e | 14
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(a)     When to
Make a Report. You should make a report if you believe that any employee,
officer or director of the Company or HDSI, or any agent or representative of
the Company, may have or is about to engage in any conduct which you believe may
be:

| |  | A violation of the Code or any internal policy or code of
      practice,                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                     
| |  | A violation or otherwise involve questionable practices
      in connection with accounting, internal accounting controls or auditing
      matters,
| |   |                                                                                                                                                     
| |  | A violation of any law or regulation,                                                                                                               
| |   |                                                                                                                                                     
| |  | Corruption, mismanagement or fraud, or                                                                                                              
| |   |                                                                                                                                                     
| |  | A danger to the public or danger to worker health and
      safety or the environment.                                                              

If you are unsure about the matter but
concerned about the possibility of a violation or questionable practice, you
should nonetheless report the matter. Delays in bringing the information to the
attention of senior management, the Audit and Risk Committee, or the Nominating
and Governance Committee may cause damage, complications, and irreversible
consequences for the Company. Following the steps outlined below will allow the
Company to address the issues and ensure that timely remedial action is taken.

(b)    
Procedures to Submit a Report. You may make a report under this procedure
in one of the following ways:

| |  | Bring the matter to the attention of your immediate
      supervisor. Any supervisor receiving such a report is to immediately bring
      the matter to the attention of the CEO, the CFO, or other member of senior
      management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Bring the matter to the attention of the CEO, the CFO, or
      any other member of senior management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Bring the matter to the attention of an independent
      director of the Company. Matters relating to accounting, internal
      accounting controls or auditing matters should be reported to the Chairman
      of the Audit and Risk Committee. All other matters should be reported to
      the Chairman of the Nominating and Governance Committee. If you are
      uncertain as to whether the matter should go to the Audit and Risk
      Committee or the Nominating and Governance Committee, you may choose
      either one. You may make the report orally, in writing, or by e-mail. All
      reports will be treated as confidential to the extent possible, and only
      revealed on a need-to-know basis or as required by law or court order.
      Contact information for the Chairman of the Audit and Risk Committee and
      the Chairman of the Nominating and Governance Committee is as follows:

|Corporate Governance Manual - Code of
      Ethics | P a g e | 15
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| | **Chairman of the Audit
      Committee** | **Chairman of the
      Nominating and** Governance Committee
| | ----------------------------------------- | -------------------------------------------------------------
| |                                           |                                                              
| | Name:                                     | Marcel de Groot                                              
| |                                           |                                                              
| | Address:                                  | Ste. 1400-400 Burrard Street,
      Vancouver, BC V6C 3A6    
| |                                           |                                                              
| | Telephone No.:                            | (604)-628-1102                                               
| |                                           |                                                              
| | E-mail address:                           | mdegroot@pathwaycapital.ca                                   

| |  | If you prefer to report on an anonymous basis,
      call on the Northern Dynasty hotline at 1- 877-874-8416. Any calls to this
      number will be forwarded to the Chairman of the Audit and Risk Committee
      for further handling.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

With respect to matters involving the
possible violation of laws or regulations, you also may choose to bring such
concerns to an outside regulatory authority. However, the Company is committed
to taking internal action in response to employee concerns, and would appreciate
the opportunity to do so, if appropriate.

(c)    
Follow-up and Outcome.

(i)     On receipt
of a complaint, the complaint will be reported promptly to the Chairman of the
Audit and Risk Committee if it relates to accounting, internal accounting
controls or auditing matters, and to the Chairman of the Nominating and
Governance Committee if it relates to other matters under the Code. In the case
of an oral complaint, the party receiving the complaint is to report it orally
and also to prepare a written summary for the Chairman of the Audit and Risk
Committee or Nominating and Governance Committee, as applicable.

(ii)     The
appropriate Committee Chairman will promptly commission the conduct of an
investigation. At the election of the Committee Chairman, the investigation may
be conducted by Company personnel, or by outside counsel, accountants or other
persons employed by the appropriate Committee.

(iii)    The
identity of a person filing a complaint will be treated as confidential to the
extent possible, and only revealed on a need-to-know basis or as required by law
or court order.

(iv)     On
completion of the investigation, an oral and/or written investigative report
will be provided to management and the Audit and Risk Committee or Nominating
and Governance Committee, as applicable. If any unlawful, violative or other
questionable conduct is discovered, the appropriate Committee will cause to be
taken such remedial action as the Committee deems appropriate under the
circumstances to achieve compliance with the applicable law, regulation or
policy and to otherwise remedy the unlawful, violative or other questionable
conduct. The Chairman of the appropriate Committee will prepare, or cause to be
prepared, a written summary of the remedial action taken.

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      Ethics | P a g e | 16
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(v)     In each
case, the written investigative report (or summary of any oral report), and a
written summary of the remedial action taken in response to the investigative
report will be retained along with the original complaint/report by or under the
authority of the appropriate Committee Chairman for a period of four years after
the resolution of the matter.

(d)    
Prohibition Against Retaliation. The Company welcomes the courage and
honesty of an employee who voices concern over a particular matter that he or
she believes to be unlawful or harmful. Any attempts to intimidate, threaten,
harass or retaliate against any employee based upon a good faith report made by
an employee pursuant to the Code is strictly prohibited and will result in
disciplinary action up to and including termination of the person responsible
for any such intimidation, threat, harassment or retaliation.

However, groundless or unwarranted
complaints - including those with vindictive intent  are not acceptable.
Appropriate disciplinary measures will be taken if allegations are initiated for
malicious reasons or in bad faith.

(e)   
 Governmental or Company Inquiry. If you receive an inquiry from a
governmental authority concerning suspected unlawful conduct, you should
immediately direct the inquiry to your immediate superior, the CEO, the CFO or
other member of senior management. In such circumstances, you should take
measures to preserve documents and other items relevant to the investigation. To
conceal an offence or to alter or destroy evidence is illegal and may result in
criminal prosecution. It also violates the Companys commitment of conducting
its business in a legal and ethical manner and is strictly prohibited.

If you receive an inquiry from the
Company representative or a Board committee in connection with an investigation
under the Code, you are equally obligated to take measures to preserve documents
and other items relevant to the investigation.

(f)     Failure
to Comply or File a Report. The Company is committed to complying with all
applicable laws, regulations and policies. Such compliance is only possible if
all employees, officers and directors ensure that they follow all applicable
laws, and Company policies and guidelines. When in doubt, ask the CEO, CFO or
other members of senior management. Personnel who violate the law or the
Companys compliance policies or knowingly fail to report a violation of law or
compliance policy may be subject to disciplinary action, up to and including
dismissal. The nature and extent of the action will be determined on a
case-by-case basis. In reviewing the situation, the following is a partial list
of considerations:

| |  | The nature and severity of the offence.                                                  
| | - | -----------------------------------------------------------------------------------------
| |   |                                                                                          
| |  | Whether the persons involved acted reasonably.                                           
| |   |                                                                                          
| |  | The efforts by the persons involved to obtain guidance
      before the offence occurred.
| |   |                                                                                          
| |  | Whether the persons involved reported themselves.                                        

Personnel are encouraged to report
their own wrongdoing or possible wrongdoing. This action will be taken into
account when assessing the appropriate discipline, if any. The Company will also
recognize situations where a person has made an honest mistake and will take it
into account in deciding the course of action to pursue.

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      Ethics | P a g e | 17
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