In addition, the directors, officers and employees of the Company and persons  or companies related to or controlled by them are expected to act in accordance  with applicable laws and with the highest standards of ethical and professional  behaviour such as : 

- Respect of contract  - Accuracy of books and rewards  - Dealing with public officials  - Avoid conflict of interest  - No outside directorships  - Report of confidentiality  - Duty of the corporation  - No misuse of inside information  - Timely disclosure  - Respect of human rights  - Reporting obligations  - Accountability for adherence to the code

It is essential that the Company’s directors, officers, main consultants  and employees respect and adhere to the Company’s Code of Ethics and to  the rules and procedures outlined in the company’s corporate policies.

Failure to comply with the Company’s Code of Ethics and the rules and  procedures outlined in the Company’s corporate policies may result in  the immediate suspension or dismissal of any director, officer or employee of  the Company or any contract to consultant. 

This Code of Ethics was adopted by the Board of Directors of Virginia Gold  Mines on June 21, 2004.

**CODE OF ETHICS**

  Respect for the Law  Contracts  Books and Records  Dealings with Public Officials  Conflicts of Interest  Outside Directorships  Confidentiality  Corporate Opportunities  Insider Information  Timely Disclosure  Environment, health and safety Human Rights Reporting Obligations  Accountability for Adherence to the Code   Waivers of the Code of Ethics   Schedule A

**A Commitment to Ethical Business Conduct**

Our Code of Ethics affirms the Company’s commitment to uphold high moral  and ethical principles and specifies the basic norms of behaviour for those  conducting business on its behalf. While the Company’s business practices  must be consistent with the business and social practices of the communities  in which the Company operates, we believe that honesty is the essential standard  of integrity in any locale. Thus, though local customs may vary, Virginia’s  activities are to be based on honesty, integrity and respect.

***Respect for the Law***  1. The Company and its employees shall comply with all laws, rules and regulations  and governmental requirements of those jurisdictions or regions in which it  conducts business.

Guidance  Our employees, principals, and main consultants must diligently seek to avoid  conduct that might be interpreted as being in contravention of laws governing  the affairs of the Company in any jurisdiction or region where it carries on  business. 

Furthermore, any reports or information provided, on behalf of the company,  to federal, provincial, territorial or local government or jurisdiction should  be true, complete and accurate. Any omission, misstatement or lack of attention  to detail could result in a violation of the reporting laws, rules and regulations.

***Contracts***  2. The Company values its reputation for fair dealing and holds itself and its  employees to the highest standards when contracting with others and fulfilling  those contracts.

Guidance  Virginia honours its commitments, duly performs its obligations and treats with  respect those that are obligated to it. Employees should treat fairly those  they have dealings with and be honest with the Company, its suppliers, customers,  partners and others in its employ as well as members of the communities in which  it carries on its operations.

Negotiations must be carried out in good faith with no intention to mislead.  Virginia is proud of its long-standing efforts to be the “partner of choice”  for joint ventures, partnerships and other shared business operations and it  relies on its employees to support and enhance these achievements. Employees  must refrain from disparaging competitors or their products.

Virginia strives to maintain the highest standards of ethics in its relations  with those with whom it does business. Actions taken and decisions made by Company  employees should be on the basis of an impartial and objective assessment of  the facts in each situation, free from influence by gifts, favours and the like,  which may adversely affect the judgements involved. 

***Books and Records***  3. The Company’s books and records will reflect, in an accurate and timely  manner, all Company transactions.

Guidance  All financial statements and books, records and accounts of the Company must  accurately reflect transactions and events and conform both to legal requirements  and accounting principles and also to the Company’s system of internal  accounting. As an employee or as a contractor or as a principal, you have the  responsibility to ensure that false or intentionally misleading entries are  not made by you, or anyone who reports to you, in the Company’s accounting  records. All officers and employees of the Company that are responsible for  financial or accounting matters are also required to ensure the full, fair,  accurate, timely and understandable disclosure in all periodic reports required  to be filed by the Company with securities and other regulatory authorities.  This commitment and responsibility extends to the highest levels of our organization,  including our Chief Executive Officer, Chief Financial Officer and Controller.  Employees may submit concerns regarding questionable accounting and auditing  matters, confidentially or anonymously, to the Chairman of the Audit Committee.

***Dealing with Public Officials***  4. All dealings between employees of the company and public officials or other  persons will be conducted in a manner that will not compromise the integrity  or question the reputation of any public official or other person, the Company  or its main contractors and consultants.

Guidance  Even the appearance of impropriety in dealing with public officials and others  is not consistent with this principle.

***Conflict of Interest***  5. Employees and main contractors will avoid all situations in which their personal  interests conflict or might appear to conflict with their duties to the Company.

  Guidance  Employees should avoid acquiring interests or participating in any activities  that would tend:   to deprive the Company of the time or attention required to perform their duties  properly, or  to create an obligation or distraction which would affect their judgement or  ability to act solely in the Company’s best interest.

***Outside Directorships*** 6. Employees of the Company may not serve as directors of any  outside business organization unless such service is specifically approved by  senior management.

Guidance  There are a number of factors and criteria that the Company will use in determining  whether or not to approve an employee’s request for an outside business  directorship. Directorships in outside companies should satisfy a number of  business considerations including (1) furthering the interests of the Company;  (2) not detracting in any material way from the employee’s ability to  fulfil his or her commitments to the Company; and (3) not raising the possibility  of a conflict of interest. When evaluating requests the Company will also take  into consideration the time commitment and potential personal liabilities arising  from the responsibilities associated with any particular outside directorship

***Confidentiality***  7. Unless previously published, the Company’s records, reports, papers,  devices, processes, plans, methods and apparatus are considered by the Company  to be secret and confidential and should not be revealed without proper authorization.

Guidance  Customers, employees, investors and the public should have such information  about the Company as is necessary for them to judge adequately the Company and  its activities. The Company believes that full and complete reporting to regulatory  agencies and the provision only by properly authorized employees of the Company,  of information required by the public constitute a responsible and workable  approach to the interests of disclosure. However, the Company, except as required  by law, should not disclose information which might impair its own competitive  effectiveness or which might violate the private rights of employees, other  individuals or institutions.

***Corporate Opportunities***  8. Employees owe a duty to the Company to advance its legitimate interests when  the opportunity to do so arises.

Guidance  Employees are prohibited without the consent of the company and its principals  from (1) taking for themselves opportunities that are discovered through the  use of corporate property, information or their position, (2) using corporate  property, information or their position for personal gain, and (3) competing  with the Company directly or indirectly.

***Inside Information***  9. Inside information obtained, as a result of an individual’s employment  with the Company will not be disclosed to others nor used for personal financial  gain.

Guidance  Employees may find themselves in violation of applicable securities laws if  they misuse information not generally known to the public or if, while possessing  specific confidential information, they either trade or induce others to trade  in the Company’s stock or in the stock of another corporation. Specific  confidential information would include information concerning significant discoveries,  sales or earnings figures, or information concerning major contracts, proposed  acquisitions or mergers. Particular care must be exercised in connection with  exploration, development and mining matters such as acquisitions, work programs,  grades, tonnages, resources and/or reserves of properties owned or managed by  the Company or in which it may be interested. 

***Timely Disclosure***  10. The Company is committed to full, fair, accurate, timely and understandable  disclosure in the reports and documents that the Company files with, or submits  to, securities regulatory authorities and in other public communications made  by the Company.

Guidance  Employees are directed to the Company’s Disclosure Policy for a complete  statement of policy and procedures governing disclosure.

***Environment, health and safety*** 11. The company is committed to managing and operation in a  manner that is protective of human health and safety and the environment. It  is our policy to comply, in all material respects, with applicable health, safety  and environmental laws and regulations. Each employee is also expected to comply  with our policies, programs, standards and procedures.

***Human Rights***  12. Virginia supports and promotes a work environment within which individuals  are treated with respect, provided with equality of opportunity based on merit  and kept free of all forms of discrimination.

Guidance  Discrimination should not be tolerated at any level of the Company or in any  part of the employment relationship. This includes areas such as recruitment,  promotion, training opportunities, salary, benefits and terminations. Employees  will be treated as individuals and given opportunities based on merit and ability  to do the work. 

The company will sustain an environment that encourages personal respect. Differences  between individuals, such as in age, sex, familial obligation and physical limitations,  will be respected. Employees can expect to have their dignity honoured and their  rights protected. Employees are entitled to freedom from sexual and all other  forms of personal harassment.

***Reporting Obligations*** 13. Compliance with Virginia policies protects all employees  as well as the value of the Company’s assets and operations and its reputation  for acting properly. Identifying problems or violations to enable them to be  quickly and properly resolved or to prevent them from escalating or recurring,  benefits all workers and enhances the workplace for the betterment of all concerned.

***Accountability for Adherence to the Code******* 14. Failure by any employee, officer or director  to comply with the laws or regulations governing the Company’s business,  this Code or any other Company policy or requirement may result in disciplinary  action including termination and, if warranted, legal proceedings. All employees,  officer or director are required to cooperate in any internal investigations  of misconduct.

Guidance  Every employee, officer or director who has executive or managerial responsibilities  is expected to ensure that the Code is communicated to and understood by employees  reporting to him or her and is required to sign an acknowledgement (preferably  annually) of adherence to the Code. Each of the company’s directors, officers  and employees is expected to:  - Understand: the company expects you to understand the requirements of your  position including company’s expectations and government’s rules  and regulations that apply to your position.  - Comply: the company expects you to comply with this code and all applicable  laws, rules and regulations.  - Report: the company expects you to report any violation of this code of which  you become aware. 

***Waivers of the Code of Ethics***  15. Any change in or waiver of this Code for executive officers (Chief Executive  Officer, Chief Financial Officer or Controller or Directors) may be made only  by the Board or by a Board Committee. 

  Although the various matters dealt with in this Code do not cover the full spectrum  of employee activities, they are indicative of the Company’s commitment  to the maintenance of high standards of conduct and are to be considered descriptive  of the type of behaviour expected from employees in all circumstance.

SCHEDULE “A”

CERTIFICATE

I, André Gaumond, President and Chief Executive Officer,  of Virginia Gold Mines Inc., have read the Code of Ethics of the Company (the  “Code”) and understand its terms.

I endorse the standard of conduct set out in the Code and undertake  to comply with the code.

  I further agree to speak to the Chairman if I have any concerns about a possible  breach of the Code.

  Signature of the President & CEO _____________________________

Date : _____________________________

Signature of the Chairman of the Board _____________________________

Date : _____________________________

  SCHEDULE “A”

CERTIFICATE

I, ______________________, Director or Officer of Virginia Gold  Mines Inc., have read the Code of Ethics of the Company (the “Code”)  and understand its terms.

I endorse the standard of conduct set out in the Code and undertake  to comply with the code.

I further agree to speak to the President and Chief Executive  officer or the Chairman of the Board if I have any concerns about a possible  breach of the Code.

Signature of the Director/Officer _______________________________

Date : _______________________________

Signature of the President & CEO _____________________________

Date : _____________________________

  SCHEDULE “A”

CERTIFICATE

I, _____________________________, Employee of Virginia Gold Mines  Inc., have read the Specific Code of Ethics (the “Code”) and understand  its terms.

I endorse the standard of conduct set out in the Code and undertake  to comply with the Code. 

I further agree to speak to my immediate superior or the President  & CEO of Virginia if I have any concerns about a possible breach of the  Code.

  Signature of Employee _____________________________

Date: _____________________________

  Signature of President & CEO : _____________________________

  Date: _____________________________

  SCHEDULE “A”

CERTIFICATE

I, _____________________________, Employee of Services technique  Géonordic Inc., have read the Specific Code of Ethics of Virginia Gold  Mines (the “Code”) and understand its terms.

I endorse the standard of conduct set out in the Code and undertake  to comply with the Code. 

I further agree to speak to my immediate superior or the President  of Services Techniques Géonordic if I have any concerns about a possible  breach of the Code.

  Signature of Employee _____________________________

Date: _____________________________

  Signature of President of   Géonordique Exploration Services : _____________________________

Date: _____________________________

  SCHEDULE “A”

CERTIFICATE

I, _______________________, President, of Services technique Géonordic  Inc., have read the Code of Ethics of the Virginia Gold Mines (the “Code”)  and understand its terms.

I endorse the standard of conduct set out in the Code and undertake  to comply with the code.

  I further agree to speak to the President & CEO of Virginia Gold Mines if  I have any concerns about a possible breach of the Code.

  Signature of the President of Géonordic _____________________________

Date : _____________________________

Signature of the   President & CEO of Virginia _____________________________

Date : _____________________________