**Exhibit11.1**

 

**REDMETAL RESOURCES LTD.**

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Codeof Ethics

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**Overview**

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RedMetal Resources Ltd. (“**Red Metal**”) has adopted a code of ethics (the “**Code**”) that is applicableto every officer, director, employee and consultant of the company and its affiliates (the “**employee**” or “**employees**”).The Code reaffirms the high standards of business conduct required of all employees. The Code is part of Red Metal’s continuingefforts to (1) ensure that it complies with all applicable laws, (2) have an effective program in place to prevent and detect violationsof law, and (3) educate and train its employees to be aware and understand ethical business practices. In most circumstances, the Codesets standards that are higher than the law requires.

 

RedMetal has also adopted eight corporate values: focus, respect, excellence, accountability, teamwork, integrity, open communications andpositive attitude. See Schedule “A” for a statement on each value. The values have been adopted to provide a framework forall employees in conducting themselves in their jobs. These values are not intended to substitute for the Code, but will serve as guidelinesin helping the employees to conduct Red Metal’s business in accordance with the Code.

 

TheCode is not intended to cover every possible situation in which an employee may find himself or herself. It is meant to give each employeethe boundaries within which Red Metal expects employees to conduct themselves while representing Red Metal. An employee may find himselfor herself in a situation where the Code gives no clear guidance. If that occurs, return to the objective stated below: common sense,good judgment, high ethical standards and integrity, and refer to Red Metal’s values. In addition, there are many resources uponwhich an employee may rely, including the president and Red Metal’s other officers and management. Together all employees can continueto make Red Metal a company that sets a standard for all natural resource exploration companies.

 

Objective

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Oneof Red Metal’s objectives is to conduct all business operations in the utmost ethical manner using common sense, good judgment,high ethical standards and integrity. Red Metal cares about its employees, shareholders, clients, suppliers, and the communities in whichit conducts its business operations. In the course of meeting its business objectives, Red Metal considers it essential that all employeesunderstand and comply with the Code and therefore share and participate in Red Metal’s way of conducting business.

 

Standardof conduct

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RedMetal insists that all aspects of its business operations be conducted with honesty, integrity and fairness, and with respect for theinterests of those affected by its business and activities. Red Metal also expects the same in its relationships with all those withwhom it does business.

 

Eachemployee must maintain and foster integrity and honesty in all dealings with clients and all business transactions. Each employee mustcommit to act according to the highest ethical standards and is expected to apply ethical business practices in administrative and financialaspects of the business operations of Red Metal.

 

Nocode of conduct can hope to lay down appropriate behavior for every situation, nor should it seek to do so. Each employee is requiredto make a careful and considered judgment of what is right and proper in any particular situation.

 

Everyemployee in conducting the business operations of Red Metal is obliged to be responsible, honest, trustworthy, conscientious, and dedicatedto the highest standards of ethical business practices. Accordingly, all employees are required to avoid not only impropriety, but alsothe appearance of impropriety in conducting the business operations of Red Metal.

 

 

Obeyingthe law

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Allemployees of Red Metal are required to comply with (1) the letter and the spirit of laws and regulations of the countries in which RedMetal conducts business operations, (2) the accepted business practices in commercial markets, and (3) any contractual terms and conditionsapplicable to any business transaction.

 

RedMetal expects that each employee will use common sense, good judgment, high ethical standards and integrity in all the employee’sbusiness dealings.

 

Eachemployee must commit to know and abide by all applicable laws and regulations. Employees are expected to be familiar with the Code asit applies to their duties. Each employee is required to follow and to comply with the Code. A refusal by any employee to agree to bebound by the Code will be grounds for discipline up to and including dismissal.

 

Abreach of any law, regulation or ethical standard by any employee cannot be justified by the pursuit of profit or the departure fromacceptable practice by competitors.

 

Enforcementof code

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TheCode will be enforced at all levels fairly and without prejudice. Any breach of any standard of the Code may result in disciplinary action,up to and including termination.

 

CaitlinJeffs, Red Metal’s CEO and president, has been appointed as compliance officer of Red Metal, responsible for overseeing compliancewith, and enforcement of, the Code. John da Costa, Red Metal’s CFO, has been appointed as assistant compliance officer. If an employeeencounters a situation that the employee is not able to resolve by reference to the Code, the employee should ask for help from the complianceofficer or the assistant compliance officer for assistance in understanding or interpreting any part of the Code.

 

Anyemployee who, in good faith, has reason to believe any operation or activity of Red Metal is in violation of the law or of the Code mustcall the matter to the attention of the compliance officer. See Schedule “B” for a non- exhaustive list of reportable violations.

 

Ifthe employee has reason to believe that reporting the operation or activity to the compliance officer would be inappropriate, the employeeshould report it to the assistant compliance officer. The reporting employee should provide sufficient information to enable a completeinvestigation to be undertaken. All reports will be reviewed and investigated as necessary under the circumstances.

 

Anyemployee who makes an allegation in good faith reasonably believing that a person has violated the law or the Code will be protectedagainst retaliation.

 

Violationsof the law or the Code will subject employees to disciplinary action, up to and including termination of employment. In addition, employeesinvolved may subject themselves and Red Metal to severe penalties, including fines and possible imprisonment. Compliance with the lawand high ethical standards in the conduct of Red Metal’s business should be a top priority for each employee.

 

Insidertrading, securities compliance and public statements

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Securitieslaws prohibit anyone who is in possession of material, non-public information (“**insider information**”) about a companyfrom purchasing or selling stock of that company, or communicating the information to others. Information is considered “**material**”if a reasonable investor would consider it important in making a decision to buy or sell that stock. Some examples include financialresults and projections, new products, acquisitions, major new contracts or alliances before they are publicly announced. Employees whobecome aware of such insider information about Red Metal must refrain from trading in the shares of Red Metal until the insider informationis publicly announced.

 

 

Employeesmust also refrain from disclosing insider information to persons who do not have a need to know, whether they are inside Red Metal oroutside, such as spouses, relatives or friends.

 

RedMetal may make regular formal disclosures of its financial performance and results of operations to the investment community. Red Metalmay also regularly issue press releases. Other than those public statements, which go through official channels, employees are prohibitedfrom communicating outside Red Metal about Red Metal’s business, financial performance or future prospects. Such communicationsinclude questions from securities analysts, reporters or other news media, but also include seemingly innocent discussions with family,friends, neighbors or acquaintances.

 

Financialreporting

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RedMetal is required to maintain a variety of records for purposes of reporting to the government. Red Metal requires all employees to complyfully with applicable laws and regulations requiring that its books of account and records be accurately maintained. Specifics of theserequirements are available from the compliance officer.

 

Accuracyof records

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RedMetal’s accounting records and supporting documents must accurately describe and reflect the nature and result of Red Metal’sbusiness operations. All activities and results of Red Metal’s business operations must be presented in a fair and balanced manner.

 

Allbusiness transactions must be properly authorized as well as completely and accurately recorded on Red Metal’s books. Proceduresfor doing so must comply with Red Metal’s financial policy and follow Red Metal’s policy for authorization and documentation,as well as follow generally accepted accounting practices. Budget proposals and other financial evaluations and forecasts must fairlyrepresent all information relevant to the business transaction. In addition, no unrecorded cash funds or other asset accounts will beestablished or maintained for any purpose.

 

Misapplicationor improper use of corporate records or property or false entry to records by any employee or by others must be reported to Red Metal’sboard of directors.

 

Recordkeeping and retention

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Tohelp maintain the integrity of Red Metal’s record-keeping and reporting systems, each employee must know his or her area’srecords retention procedures, including how data are stored and retrieved. That person is responsible for knowing how to document andtransact any entries or records for which he or she is responsible. All employees are expected to comply fully and accurately with allaudits, including responding in a timely fashion to requests for records or other material from or on behalf of Red Metal’s auditorsor management.

 

Communicatingaccurate and timely information

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Inall interactions and communications, whether with shareholders, the public, clients, government agencies, or others inside or outsideof Red Metal, each employee is expected to be truthful and forthright. This includes making accurate statements, not misrepresentationsor statements intended to mislead or misinform; and responding and disclosing promptly, accurately, and fully to requests from governmentalagencies for information or documents.

 

Confidentiality

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Employeesmust respect the confidentiality of information received in the course of business dealings and must never use such information for personalgain. Information given by employees in the course of business dealings must be true and fair and never designed to mislead.

 

Confidentialinformation can only be revealed upon written authorization of management.

 

 

Employeesmust not use or disclose Red Metal’s trade secrets, proprietary, or confidential information, or any other confidential informationgained in the performance of Red Metal as a means of making private profit, gain or benefit.

 

Employeesmust not use Internet bulletin boards or chat rooms to discuss matters or opinions related to Red Metal or any of its industries, orto respond to comments about Red Metal. In today’s electronic age, posting information on Internet bulletin boards or even communicatingin chat rooms is the same as “speaking to the media”.

 

Environment,health and safety

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RedMetal is committed to running its business in an environmentally sound and sustainable manner. Red Metal’s objective is to ensurethat its business operations have the minimum adverse environmental impact commensurate with the legitimate needs of its business operations.

 

RedMetal is committed to protecting the health and safety of its employees, as well as the environment in general. Red Metal expects employeesto obey all laws and regulations designed to protect the environment, and the health and safety of all employees, and to obtain and fullyobserve all permits necessary to do business.

 

Thebusiness of natural resource exploration and development is dangerous. At the very least, all employees should be familiar with and complywith safety regulations applicable to their work areas. Red Metal will make, to the extent possible, reasonable accommodations for theknown physical or mental limitations of its employees.

Employeeswho require a special accommodation should contact the compliance officer. Red Metal will then engage in an interactive process to determinewhat reasonable accommodations may exist.

 

Declarationof interest

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Eachemployee is expected to avoid any activity, investment or association that interferes with the independent exercise of his or her judgmentin Red Metal’s best interests (“**conflicts of interest**”). Conflicts of interest can arise in many situationsand occur most often in cases where the employee or the employee’s family obtains some personal benefit at the expense of Red Metal’sbest interests.

 

Noemployee, or any member of employee’s immediate family, is allowed to accept money, gifts of other than nominal value, unusualentertainment, loans, or any other preferential treatment from any customer or supplier of Red Metal where any obligation may be incurredor implied on the giver or the receiver or where the intent is to prejudice the recipient in favor of the provider. Likewise, no employeeis allowed to give money, gifts of other than nominal value, unusual entertainment or preferential treatment to any customer or supplierof Red Metal, or any employee or family members thereof, where any obligation might be incurred or implied, or where the intent is toprejudice the recipient in favor of Red Metal. No employee is allowed to solicit or accept kickbacks, whether in the form of money, goods,services or otherwise, as a means of influencing or rewarding any decision or action taken by a foreign or domestic vendor, customer,business partner, government employee or other person whose position may affect Red Metal’s business.

 

Noemployee will use Red Metal’s property, services, equipment or business for personal gain or benefit.

 

Eachemployee is required to reveal any personal interest that may impinge or might reasonably be deemed by others to impinge on the employee’sbusiness dealings with any industry partners of or persons with contractual relationships with Red Metal.

 

Employeesshould not create the appearance that they are personally benefiting in any outside endeavor as a result of their employment by Red Metal,or that Red Metal is benefiting by reason of their outside interests. Any employee who is not sure whether a proposed action would presenta conflict of interest or appear unethical should consult with the compliance officer.

 

RedMetal expects its employees to avoid (1) personal activities and financial interests that could conflict with their responsibilitiesand obligations, and (2) giving assistance to competitors, which could be in conflict with the interests of Red Metal or its clients.All employees are required to seek the consent of Red Metal management if they intend to become partners or shareholders in companiesoutside Red Metal’s corporate structure.

 

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Faircompetition

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RedMetal’s policy is to comply fully with competition and antitrust laws throughout the world. Red Metal is committed to vigorousyet fair competition and supports the development of appropriate competition laws. Each employee must avoid any business arrangementthat might prevent the effective operation of fair competition. Each employee should consult with the compliance officer before attendinga meeting with a party who could be viewed as a competitor.

 

Internationaltrade

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RedMetal must comply with a variety of laws around the world regarding its activities. In some cases, the law prohibits the disclosure ofinformation, whether the disclosure occurs within the U.S. or elsewhere, and whether the disclosure is in writing or otherwise.

 

U.S.law and the Code prohibit giving, offering, or promising anything of value to any public official in the U.S. or any foreign countryto influence any official act, or to cause an official to commit or omit any act in violation of his or her lawful duty. The ForeignCorrupt Practices Act precludes payments to non-U.S. government officials for the purpose of obtaining or retaining business, even ifthe payment is customary in that country. This law applies anywhere in the world to U.S. citizens, nationals, residents, businesses oremployees of U.S. businesses. Because Red Metal is a U.S. company, this law applies to Red Metal and all of its subsidiaries. Any questionson this policy should be directed to the compliance officer.

 

Governmentrelations

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RedMetal is prohibited by law from making any contributions or expenditures in connection with any U.S. national election. This includesvirtually any activity that furnishes something of value to an election campaign for a federal office. Use of Red Metal’s namein supporting any political position or ballot measure, or in seeking the assistance of any elected representative, requires the specificapproval of the president of Red Metal. Political contributions or expenditures are not to be made out of Red Metal’s funds inany foreign country, even if permitted by local law, without the consent of the president of Red Metal.

 

Vendors,contractors, consultants and temporary workers

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Vendors,contractors, consultants or temporary workers who are acting on Red Metal’s behalf, or are on Red Metal’s property, are expectedto follow the law and the Code and to honor Red Metal’s values. Violations will subject the person or firm to sanctions up to andincluding loss of the contract, the contracting or consulting agreement, or the discharge from temporary assignment.

 

Compliancewith the Code

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RedMetal’s board of directors is responsible for ensuring that the standards embodied in the Code are communicated to, and understoodand observed by, all employees. Red Metal’s board of directors will not criticize management for any loss of business resultingfrom adherence to the Code. Equally, Red Metal’s board of directors undertakes that no employee will suffer as a consequence ofbringing to a director’s attention, or to the attention of senior management, a breach or suspected breach of the Code.

 

Thestandards set out in the Code directly reflect Red Metal’s high ethical standards. Red Metal expects and requires each and everyemployee, as a representative of Red Metal, to fulfill Red Metal’s ethical commitment in a way that is visible to the outside worldin which Red Metal conducts its business operations.

 

Eachemployee is responsible for complying with the standards set out in the Code and must ensure that his or her personal conduct is abovereproach.

 

Eachemployee has an obligation to assure that the conduct of others around him or her complies with the Code.

 

Allemployees have a legal, moral, and ethical duty to report to Red Metal’s board of directors and the appropriate authorities anyknown or suspected violations of law, regulations or corporate policy, including the Code.

 

Breachesof law, regulations and the standards of conduct listed above can lead to serious consequences for the employee concerned.

 

Annualacknowledgement

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Eachemployee will be required to sign a statement annually that he or she has read and understands Red Metal’s Code of Ethics. Thisstatement will also require that the employee state that he or she is in full compliance with the Code. The form of statement is attachedas Schedule “C”.

 

 

**SCHEDULE“A”**

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**VALUES**

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**FOCUS**We exist only because we are in the natural resources business.

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**RESPECT**We value all people, treating them with dignity at all times.

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**EXCELLENCE**We strive for “Best in Class” in everything we do.

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**ACCOUNTABILITY**We do what we say we will do and expect the same from others.

 

**TEAMWORK**We believe that cooperative action produces superior results.

 

**INTEGRITY**We are honest with each other, our customers, our partners, our shareholders and ourselves

 

**OPENCOMMUNICATION**We share information, ask for feedback, acknowledge good work, and encourage diverse ideas.

 

**POSITIVEATTITUDE**We work hard, are rewarded for it, and maintain a positive attitude with a good sense of perspective, humor and enthusiasm.

 

 

**SCHEDULE“B”**

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Reportableviolations - Anonymous reporting program

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Accountingerror

Accounting omissions

Accountingmisrepresentations

Auditing matters

Complianceand regulation violations

Corporate scandal

Domesticviolence

Discrimination

Embezzlement

Environmental damage

Ethics violation

Fraud

Harassment

Industrialaccidents

Misconduct

Mistreatment

Poorcustomer service

Poor housekeeping

Sabotage

Securitiesviolation

Sexual harassment

Substance abuse

Theft

Threatof violence

Unfair labor practice

Unsafeworking conditions

Vandalism

Waste

Wasteof time and resources

Workplace violence

 

 

**SCHEDULE“C”**

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**ACKNOWLEDGEMENT AND CERTIFICATION STATEMENT**

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Iacknowledge and certify that I have read and understand the information set forth in the Code of Ethics of Red Metal Resources Ltd. andwill comply with these principles in my daily work activities. I am not aware of any violation of the standards of Red Metal’sCode of Ethics.

 

Date:__________________________________________________________________________________________

 

Name(print): ____________________________________________________________________________________

 

Position:_______________________________________________________________________________________

 

Address:_______________________________________________________________________________________

 

*Signature:______________________________________________________________________________________*

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