**EXHIBIT
      14**


**CODE
      OF BUSINESS CONDUCT**





**Our
      Code applies to every director, officer (including our Chief Executive Officer
      and Chief Financial Officer), and all employees of True North Energy
      Corporation. The term employee includes any individual that is paid by the
      True
      North Energy.**




**Introduction
      - Making Ethical Decisions**





To
      further the Company’s fundamental principles of honesty, loyalty, fairness and
      forthrightness, we have established True North Energy Code of Business Conduct.





This
      Code
      sets out the Corporation’s commitment to maintaining high standards of
      professional and ethical conduct in all our relations with investors, employees,
      suppliers and the public.





The
      Corporation is a reflection of the people who work in it and our reputation
      depends upon the behavior of each individual.





Our
      Code
      strives to deter wrongdoing and promote the following objectives:





·
            Honest
                and ethical conduct;


·
            Avoidance
                of conflicts of interest;


·
            Full,
                fair, accurate, timely and transparent
                disclosure;


·
            Compliance
                with the applicable government and self-regulatory organization laws,
                rules and regulations;


·
            Prompt
                internal reporting of Code violations;
                and


·
            Accountability
                for compliance with the Code.





This
      Code
      is an attempt to point all of us at True North Energy in the right direction.
      But, no document can achieve the level of principled compliance that we are
      seeking. In reality, each of us must strive every day to maintain our awareness
      of these issues and to comply with the Code’s principles to the best of our
      abilities.





**We
      must always ask:**





**·**
            **Does
                it feel right?**


**·**
            **Is
                this action ethical in every
                way?**


**·**
            **Is
                this action in compliance with the
                law?**


**·**
            **Could
                my actions create an*****appearance*****of
                impropriety?**


**·**
            **Am
                I trying to fool anyone, including myself, about the propriety of
                this
                action?**





**1.
      Compliance with the Code**


**i)
      Accountability for Compliance with the Code**


True
      North Energy expects each of the Company s directors, officers and employees
      to:





**Understand** the
      requirements of your position including Company expectations and governmental
      rules and regulations that apply to your position.


**Comply** with
      this Code and all applicable laws, rules and regulations.


**Report** any
      violation of this Code immediately you become aware.


**Be
      accountable** for
      complying with the Code.





If
      there
      is a conflict between this Code and any Company specific procedure you should
      consult the Corporate Counsel for guidance.







**ii)
      Amendments and Modifications of this Code**


There
      shall be no amendment or modification to this Code except by a vote of the
      Board
      of Directors that will ascertain whether an amendment or modification is
      appropriate. In case of any amendment or modification of this Code that applies
      to an officer or director of the Company, the amendment or modification notices
      shall be posted on the Company s website within or shall be otherwise disclosed
      as required by applicable law. Notices shall be retained in the Company s files
      as required by law.





**iii)
      Discipline for Noncompliance with this Code**


Disciplinary
      actions for violations of this Code of Business Conduct and Ethics can include
      oral or written reprimands, suspension or termination of employment or a
      potential civil lawsuit against you. The violation of laws, rules or
      regulations, which can subject the Company to fines and other penalties, may
      result in your criminal prosecution.





**iv)
      Waivers**


There
      shall be no waiver of any part of this Code for any director or officer except
      by a vote of the Board of Directors or a designated board committee that will
      ascertain whether a waiver is appropriate under all the circumstances.





In
      case a
      waiver of this Code is granted to a director or officer, the notice of such
      waiver shall be posted on our website or shall be otherwise disclosed as
      required by applicable law. Notices posted on our website shall remain there
      and
      shall be retained in our files as required by law.





A
      waiver
      for a specific event arising under the Conflicts of Interest section of this
      Code may be granted to an employee that is not a director or officer on the
      approval of two of the following officers: the CEO and the Corporate Counsel.
      No
      other waivers of this Code are permitted.





**2.
      Diversity, Equal Opportunity and Respect in the
      Workplace**


**i)
      Relations Among Employees**


We
      function as a team. Your success as part of this team depends on your
      contribution and ability to inspire the trust and confidence of your coworkers.
      Respect for the rights and dignity of others and a dedication to the good of
      our
      Company are essential.





A
      cornerstone of True North Energy s success is the teamwork of its directors,
      officers and employees. We must each respect the rights of others while working
      as a team to fulfill our objectives. To best function as part of a team, you
      must be trustworthy and dedicated to high standards of performance.





To
      facilitate respect and contribution among employees, we have committed to abide
      by the following:





·
            To
                hire, pay and assign work on the basis of qualifications and
                performance.


·
            Not
                to discriminate on the basis of race, religion, ethnicity, national
                origin, color, gender, age, citizenship, veteran s status, marital
                status,
                disability or any other legally protected
                status.


·
            To
                attract and retain a highly talented
                workforce.


·
            To
                encourage an open discussion between all levels of employees and
                to
                provide an opportunity for feedback from the top to the bottom and
                from
                the bottom to the top.


·
            To
                prohibit any sexual, physical, verbal or any other kind of harassment
                by
                others while an employee is on the
                job.


·
            To
                make the safety and security of our employees while at Company facilities
                a priority.


·
            To
                recognize and reward additional effort that is beyond our
                expectations.


·
            To
                respect all workers rights to dignity and personal privacy by not
                disclosing employee information, including protected health information,
                unnecessarily.







**ii)
      Fair Dealing with Others**


No
      director, officer or employee should take unfair advantage of anyone through
      manipulation, concealment, abuse of privileged information, misrepresentation
      of
      material facts or any other unfair-dealing practice.





**3.
      Environment, Health and Safety**


**i)
      Environment, Health and Safety**


True
      North Energy is committed to managing and operating all our assets in a manner
      that is protective of human health and safety and the environment. We will
      comply, in all material respects, with applicable health, safety and
      environmental laws and regulations. Each employee is also expected to comply
      with all company policies, programs, standards and procedures.





**ii)
      Prohibited Substances**


We
      prohibit the use of alcohol, illegal drugs or other prohibited items, including
      legal drugs which affect the ability to perform one’s work duties, while on
      Company premises. We also prohibit the possession or use of alcoholic beverages,
      firearms, weapons or explosives on our property unless authorized by an
      Executive Officer of the Company.





The
      Company also prohibits you from reporting to work while under the influence
      of
      alcohol or illegal drugs.





**4.
      Financial Integrity and Accurate Company Records**


**i)
      Accounting Policies**


True
      North Energy will make and keep books, records and accounts, which in reasonable
      detail accurately and fairly present the transactions and disposition of the
      assets of our Company.


All
      directors, officers, employees and other persons are prohibited from directly
      or
      indirectly falsifying or causing to be false or misleading any financial or
      accounting book, record or account.





You
      and
      others are expressly prohibited from directly or indirectly manipulating an
      audit, and from destroying or tampering with any record, document or tangible
      object with the intent to obstruct a pending or contemplated audit, review
      or
      federal investigation. The commission of, or participation in, one of these
      prohibited activities or other illegal conduct will subject the perpetrator
      to
      federal penalties, as well as punishment of up to and including termination
      of
      employment.





No
      director, officer or employee of the Company may directly or indirectly make
      or
      cause to be made a materially false or misleading statement, or omit to state,
      or cause another person to omit to state, any material fact necessary to make
      statements made not misleading in connection with the audit of financial
      statements by independent accountants, the preparation of any required reports
      whether by independent or internal accountants, or any other work which involves
      or relates to the filing of a document with the Securities and Exchange
      Commission (SEC ).





**ii)
      Compliance with Laws, Rules and Regulations**


True
      North Energy s goal and intention is to comply with the laws, rules and
      regulations by which we are governed. In fact, we strive to comply not only
      with
      requirements of the law but also with recognized compliance practices. All
      illegal activities or illegal conduct are prohibited whether or not they are
      specifically set forth in this Code.





Where
      law
      does not govern a situation or where the law is unclear or conflicting, you
      should discuss the situation with management and management should seek advice
      from Corporate Counsel. Business should always be conducted in a fair and
      forthright manner. Directors, officers and employees are expected to act
      according to high ethical standards.





**iii)
      Disclosure Policies and Controls**


The
      continuing excellence of the Company s reputation is dependent upon our full
      and
      complete disclosure of important information about the Company that is used
      in
      the securities marketplace.








Our
      financial and non-financial disclosures and filings with the SEC must be
      transparent, accurate and timely. Proper reporting of reliable, truthful and
      accurate information is a complex process involving cooperation between many
      people and disciplines. We must all work together to insure that reliable,
      truthful and accurate information is disclosed to the public.





The
      Company shall disclose to the SEC, current security holders and the investing
      public information that is required, and any additional information that may
      be
      necessary to ensure the required disclosures are not misleading or inaccurate.





The
      Company requires you to participate in the disclosure process, which is overseen
      by the CEO and CFO. The disclosure process is designed to record, process,
      summarize and report material information as required by all applicable laws,
      rules and regulations. Participation in the disclosure process is a requirement
      of a public company, and full cooperation and participation by CEO, CFO and,
      upon request, other employees in the disclosure process is a requirement of
      this
      Code.





Officers
      and employees must fully comply with their disclosure responsibilities in an
      accurate and timely manner or be subject to discipline of up to and including
      termination of employment.





**iv)
      Filing of Government Reports**


Any
      reports or information provided, on our behalf, to federal, state, local or
      foreign governments 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.





**5.
      Conflict of Interest**


**i)
      Conflicts of Interest**


Conflicts
      of interest can arise in virtually every area of our operations. A conflict
      of
      interest exists whenever an individual’s private interests interfere or conflict
      in any way (or even appear to interfere or conflict) with the interests of
      the
      Company. We must strive to avoid conflicts of interest. We must each make
      decisions solely in the best interest of the Company. Any business, financial
      or
      other relationship with suppliers, customers or competitors that might impair
      or
      appear to impair the exercise of our judgment solely for the benefit of the
      Company is prohibited.





Here
      are
      some examples of conflicts of interest:





***Family
      Members.*** ** Actions
      of family members may create a conflict of interest. For example, gifts to
      family members by a supplier of the Company are considered gifts to you and
      must
      be reported. Doing business for the Company with organizations where your family
      members are employed or which are partially or fully owned by your family
      members or close friends may create a conflict or the appearance of a conflict
      of interest. For purposes of the Code family members includes any child,
      stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
      sister-in-law, and adoptive relationships *.*





***Gifts,
      Entertainment, Loans, or Other Favors.*** ** Directors,
      officers and employees shall not seek or accept personal gain, directly or
      indirectly, from anyone soliciting business from, or doing business with the
      Company, or from any person or entity in competition with us. Examples of such
      personal gains are gifts, non-business-related trips, gratuities, favors, loans,
      and guarantees of loans, excessive entertainment or rewards. However, you may
      accept gifts of a nominal value. Other than common business courtesies,
      directors, officers, employees and independent contractors must not offer or
      provide anything to any person or organization for the purpose of influencing
      the person or organization in their business relationship with us. Directors,
      officers and employees are expected to deal with advisors or suppliers who
      best
      serve the needs of the Company as to price, quality and service in making
      decisions concerning the use or purchase of materials, equipment, property
      or
      services. Directors, officers and employees who use True North Energy advisors,
      suppliers or contractors in a personal capacity are expected to pay market
      value
      for materials and services provided.








***Outside
      Employment.*** ** Officers
      and employees may not participate in outside employment, self-employment, or
      serve as officers, directors, partners or consultants for outside organizations,
      if such activity:




·
            reduces
                work efficiency;


·
            interferes
                with your ability to act conscientiously in our best interest;
                or


·
            requires
                you to utilize our proprietary or confidential procedures, plans
                or
                techniques.





You
      must
      inform CEO of any outside employment, including the employer’s name and expected
      work hours.





***Mineral
      interest in properties*** *.* Any
      interest held by you or any of your family members residing in your household
      in
      oil, gas or coal properties, royalties or other mineral interests, or interests
      in companies either owning mineral interests or providing services or materials
      to the Company must be disclosed in writing.





You
      should report any actual or potential conflict of interest involving yourself
      or
      others of which you become aware to the Corporate Counsel or the Chief Executive
      Officer. Officers should report any actual or potential conflict of interest
      involving yourself or others of which you become aware to the Corporate Counsel
      or to the Chief Executive Officer. Directors should report any actual or
      potential conflict of interest involving yourself or others of which you become
      aware to the Corporate Counsel.





**ii)
      Corporate Opportunities and Use and Protection of Company
      Assets**


You
      are
      prohibited from:


·
            taking
                for yourself, personally, opportunities that are discovered through
                the
                use of Company property, information or
                position;


·
            using
                Company property, information or position for personal gain; or


·
            competing
                with the Company.





You
      have
      a duty to True North Energy to advance its legitimate interests when the
      opportunity to do so arises.





You
      are
      personally responsible and accountable for the proper expenditure of Company
      funds, including money spent for travel expenses or for customer entertainment.





You
      are
      also responsible for the proper use of property over which you have control,
      including both Company property and funds and property that customers or others
      have entrusted to your custody.





Company
      assets must be used only for proper purposes. Company property should not be
      misused. Company property shall not be sold, loaned or given away regardless
      of
      condition or value, without proper authorization.





Each
      director, officer and employee should protect our assets and ensure their
      efficient use. Theft, carelessness and waste have a direct impact on the
      Company’s profitability.





All
      of
      our assets should be used only for legitimate business purposes.





**6.
      Obligation to Competitors and Regulators**


**i)
      Anti-boycott and U.S. Sanctions Laws**


We
      must
      comply with anti-boycott laws, which prohibit True North Energy from
      participating in, and require us to report to the authorities any request to
      participate in, a boycott of a country or businesses within a country. If you
      receive such a request, report it to the CEO. We will also not engage in
      business with any government, entity, organization or individual where doing
      so
      is prohibited by applicable laws. For more information on these laws contact
      the
      Corporate Counsel







**ii)
      Antitrust and Fair Competition Laws**


The
      purpose of antitrust laws in the United States and most other countries is
      to
      provide a level playing field to economic competitors and to promote fair
      competition. No director, officer or employee, under any circumstances or in
      any
      context, may enter into any understanding or agreement, whether express or
      implied, formal or informal, written or oral, with an actual or potential
      competitor, which would illegally limit or restrict in any way either party’s
      actions, including the offers of either party to any third party. This
      prohibition includes any action relating to prices, costs, profits, products,
      services, terms or conditions of sale, market share or customer or supplier
      classification or selection.





It
      is our
      policy to comply with all U.S. antitrust laws. This policy is not to be
      compromised or qualified by anyone acting for or on behalf of our Company.
      You
      must understand and comply with the antitrust laws as they may bear upon your
      activities and decisions. Anti-competitive behavior in violation of antitrust
      laws can result in criminal penalties, both for the individual involved and
      for
      the Company. Accordingly, any question regarding compliance with antitrust
      laws
      or your responsibilities under this policy should be directed to the Corporate
      Counsel.




Any
      director, officer or employee found to have knowingly participated in violating
      the antitrust laws will be subject to disciplinary action, up to and including
      termination of employment.





Below
      are
      some scenarios that are prohibited and scenarios that could be prohibited for
      antitrust reasons. These scenarios are not an exhaustive list of all prohibited
      and possibly prohibited antitrust conduct. When in doubt about any situation,
      whether it is discussed below or not, you should consult with the Corporate
      Counsel.





The
      following scenarios are prohibited for antitrust or anti-competition
      reasons:





·
            Proposals
                or execution of any agreements or understanding express or implied,
                formal
                or informal, written or oral with any competitor regarding any aspect
                of
                competition between True North Energy and the competitor for sales
                to
                third parties.


·
            Proposals
                or execution of any agreements or understanding with customers which
                restrict the price or other terms at which the customer may resell
                or
                lease any product to a third party.


·
            Proposals
                or execution of any agreements or understanding with suppliers which
                restrict the price or other terms at which True North Energy may
                resell or
                lease any product or service to a third
                party.





The
      following business arrangements could raise anti-competition or antitrust law
      issues. Before entering into them, you must consult with the Corporate
      Counsel:





·
            Exclusive
                arrangements for the purchase or sale of products or services.


·
            Bundling
                of goods and services.


·
            Technology
                licensing agreements that restrict the freedom of the licensee or
                licensor.


·
            Agreements
                to add True North Energy employee to another entity’s Board of
                Directors.




**iii)
      Bribery**


You
      are
      strictly forbidden from offering, promising, or giving money, gifts, loans,
      rewards, favors or anything of value to any governmental official, employee,
      agent or other intermediary (either inside or outside the United States) which
      is prohibited by law. Those paying a bribe may subject the Company and
      themselves to civil and criminal penalties.





When
      dealing with government customers or officials, no improper payments will be
      tolerated. If you receive any offer of money or gifts that is intended to
      influence a business decision, then it should be reported to the CEO or the
      Corporate Counsel.







The
      Company prohibits improper payments in all of its activities, whether these
      activities are with governments or in the private sector.





**iv)
      Foreign Corrupt Practices Act**


The
      United States Foreign Corrupt Practices Act prohibits giving anything of value,
      directly or indirectly, to foreign government officials or foreign political
      candidates in order to obtain, retain or direct business. Accordingly, corporate
      funds, property or anything of value may not be, directly or indirectly, offered
      or given by you or an agent acting on our behalf, to a foreign official, foreign
      political party or official thereof or any candidate for a foreign political
      office for the purpose of influencing any act or decision of such foreign person
      or inducing such person to use his influence or in order to assist in obtaining
      or retaining business for, or directing business to, any person.





You
      and
      our agents are also prohibited from offering or paying anything of value to
      any
      foreign person if it is known or there is a reason to know that all or part
      of
      such payment will be used for the above-described prohibited actions. This
      provision includes situations when intermediaries, such as affiliates, or
      agents, are used to channel payoffs to foreign officials.





For
      more
      information on the Foreign Corrupt Practices Act, please consult Corporate
      Counsel.





**7.
      Computer Systems**


**i)
      Computer and Information Systems**


For
      business purposes, officers and employees are provided telephones and computer
      workstations and software, including network access to computing systems such
      as
      the Internet and e-mail, to improve personal productivity and to efficiently
      manage proprietary information in a secure and reliable manner.





As
      with
      other equipment and assets of the Company, we are each responsible for the
      appropriate use of these assets. Except for limited personal use of the
      Company’s telephones and computer/e-mail, such equipment may be used only for
      business purposes. Officers and employees should not expect a right to privacy
      of their e-mail.





**8.
      Safeguarding Important Information**


**i)
      Confidential and Proprietary Information**


It
      is
      True North Energy’s policy to ensure that all operations, activities and
      business affairs of the Company and our business associates are kept
      confidential to the greatest extent possible. Confidential information includes
      all non-public information that might be of use to competitors, or that might
      be
      harmful to the Company or its customers if disclosed.





Confidential
      and proprietary information about True North Energy or its business associates
      belongs to the Company, must be treated with strictest confidence and is not
      to
      be disclosed or discussed with others.





Unless
      otherwise agreed to in writing, confidential and proprietary information
      includes any and all methods, inventions, improvements or discoveries, whether
      or not patentable or copyrightable, and any other information of a similar
      nature disclosed to the directors, officers or employees of the Company or
      otherwise made known to us as a consequence of or through employment or
      association with the Company (including information originated by the director,
      officer or employee). This can include, but is not limited to, information
      regarding the Company s business, products, processes, and services. It also
      can
      include information relating to research, development, inventions, trade
      secrets, intellectual property of any type or description, data, business plans,
      marketing strategies, engineering, contract negotiations and business methods
      or
      practices.





The
      following are examples of information that is not considered
      confidential:





·
            Information
                that is in the public domain to the extent such information is readily
                available;








·
            Information
                that becomes generally known to the public other than by disclosure
                by the
                Company or a director, officer or employee;


·
            Information
                you receive from a party, which is under no legal obligation of
                confidentiality with the Company with respect to such
                information.





We
      have
      exclusive property rights to all confidential and proprietary information
      regarding True North Energy or our business associates. The unauthorized
      disclosure of this information could destroy its value to the Company and give
      others an unfair advantage.





You
      are
      responsible for safeguarding Company information and complying with established
      security controls and procedures. All documents, records, notebooks, notes,
      memoranda and similar repositories of information containing information of
      a
      secret, proprietary, confidential or generally undisclosed nature relating
      to
      the Company or our operations and activities made or compiled by the director,
      officer or employee or made available to you prior to or during the term of
      your
      association with the Company, including any copies thereof, unless otherwise
      agreed to in writing, belong to the Company and shall be held by you in trust
      solely for the benefit of the Company, and shall be delivered to the Company
      by
      you on the termination of your association with us or at any other time we
      request.





**ii)
      Intellectual Property: Patents, Copyrights and Trademarks**


Except
      as
      otherwise agreed to in writing between the Company and an officer or employee,
      all intellectual property you conceive or develop during the course of your
      employment shall be the sole property of True North Energy. The term
      intellectual property includes any invention, discovery, concept, idea, or
      writing whether protectable or not by any United States or foreign copyright,
      trademark, patent, or common law including, but not limited to designs,
      materials, compositions of matter, machines, manufactures, processes,
      improvements, data, computer software, writings, formula, techniques, know-how,
      methods, as well as improvements thereof or know-how related thereto concerning
      any past, present, or prospective activities of the Company.





Officers
      and employees must promptly disclose in writing to the Company any intellectual
      property developed or conceived either solely or with others during the course
      of your employment and must render any and all aid and assistance, at our
      expense to secure the appropriate patent, copyright, or trademark protection
      for
      such intellectual property.





Works
      of
      authorship including literary works such as books, articles, and computer
      programs; musical works, including any accompanying words; dramatic works,
      including any accompanying music; pantomimes and choreographic works; pictorial,
      graphic, and sculptural works; motion pictures and other audiovisual works;
      sound recordings; and architectural works are protected by United States and
      foreign copyright law as soon as they are reduced to a tangible medium
      perceptible by humans with or without the aid of a machine. A work does NOT
      have
      to bear a copyright notice in order to be protected and without the copyright
      owner s permission, no one may make copies of the work, create derivative works,
      distribute the work, perform the work publicly, or display the work
      publicly.





Copyright
      laws may protect items posted on a website. Unless a website grants permission
      to download the Internet content you generally only have the legal right to
      view
      the content.





If
      you
      are unclear as to the application of this Intellectual Property Policy or if
      questions arise, please consult with Corporate Counsel.





**iii)
      Confidential Information Belonging to Others**


You
      must
      respect the confidentiality of information, including, but not limited to,
      trade
      secrets and other information given in confidence by others, including but
      not
      limited to partners, suppliers, contractors, competitors or customers, just
      as
      we protect our own confidential information.





However,
      certain restrictions about the information of others may place an unfair burden
      on True North Energy s future business. For that reason, directors, officers
      and
      employees should coordinate with the Corporate Counsel to ensure appropriate
      agreements are in place prior to receiving any confidential third-party
      information. These agreements must reflect a balance between the value of the
      information received and the logistical and financial costs involved in both
      maintaining confidentiality of the information and also limiting True North
      Energy s business opportunities.








In
      addition, any confidential information that you may possess from an outside
      source, such as a previous employer, must not, so long as such information
      remains confidential, be disclosed to or used by True North Energy. Unsolicited
      confidential information submitted to True North Energy should be refused,
      returned to the sender where possible and deleted, if received via the
      Internet.





**iv)
      Insider Trading or Stock Tipping**


Directors,
      officers and employees who are aware of material, nonpublic information (an
      insider) from or about the Company, are not permitted, directly or through
      family members or other persons or entities, to:





Buy
      or
      sell securities (or derivatives relating to such securities) of True North
      Energy, or Pass on, tip or disclose material, nonpublic information to others
      outside the Company including family and friends. Such buying, selling or
      trading of securities may be punished by discipline of up to and including
      termination of employment; civil actions, including penalties of up to three
      times the amount of profit gained or loss avoided by the inside trade or stock
      tip; or criminal actions, including jail time.





Examples
      of information that may be considered material, non-public information in some
      circumstances are:





·
            Undisclosed
                annual, quarterly or monthly financial results, a change in earnings
                or
                earnings projections, or unexpected or unusual gains or losses in
                major
                operations.


·
            Undisclosed
                negotiations and agreements regarding mergers, concessions, joint
                ventures, acquisitions, divestitures, business combinations or tender
                offers.


·
            An
                undisclosed increase or decrease in dividends on the Company s common
                stock.


·
            Undisclosed
                major regulatory changes.


·
            Undisclosed
                major management changes.


·
            Undisclosed
                information as to results of significant drilling and exploration
                activity.


·
            A
                substantial contract award or termination that has not been publicly
                disclosed.


·
            A
                major lawsuit or claim that has not been publicly
                disclosed.


·
            The
                gain or loss of a significant customer or supplier that has not been
                publicly disclosed.


·
            An
                undisclosed filing of a bankruptcy petition by the Company or a
                significant subsidiary.


·
            Information
                that is considered confidential.


·
            Any
                other undisclosed information that could affect our stock
                price.





***Another
      Company s Securities.*** ** The same
      policy also applies to securities issued by another company if you have acquired
      material, nonpublic information relating to such company in the course of your
      employment or affiliation with True North Energy.





***Trades
      Following Disclosure.*** ** When
      material information has been publicly disclosed, each insider must continue
      to
      refrain from buying or selling the securities in question until the third
      business day after the information has been publicly released to allow the
      markets time to absorb the information.





**v)
      Record Retention**


At
      this
      time the Company does not have a formalized document retention policies to
      systematically establish retention periods for records created or received
      in
      the normal course of business. Until such a policy is put in place, all
      employees are responsible to keep and maintain all records.




A
      record
      is information, regardless of physical format, which has been created or
      received in the transaction of the Company s business. Physical format of a
      record includes hard copy, electronic, magnetic tape, disk, audio, video,
      optical image, etc.








The
      alteration, destruction or falsification of corporate documents or records
      may
      constitute a criminal act. Destruction or alteration of documents with the
      intent to obstruct a pending or anticipated official government proceeding
      is a
      criminal act and could result in large fines and a prison sentence of up to
      20
      years. Document destruction or falsification in other contexts can result in
      a
      violation of the federal securities laws or the obstruction of justice
      laws *.*





No
      destruction of any documents or records is permitted. Should an accidental
      destruction of a document or a record occur, you must consult Corporate Counsel.
      You are required to review, follow and abide by the terms of this part of the
      Code.





**9.
      Interaction with the Public**


**i)
      Political Contributions**


You
      shall
      refrain from making any use of Company, personal or other funds or resources
      on
      behalf of the Company for political or other purposes which are improper or
      prohibited by the applicable federal, state, local or foreign laws, rules or
      regulations.





We
      may
      occasionally express our views on local and national issues that affect our
      operations. In such cases, the Corporation’s funds and resources may be used,
      but only when permitted by law. Company contributions or expenditures in
      connection with election campaigns will be permitted where allowed by federal,
      state, local or foreign election laws, rules and regulations.





You
      are
      encouraged to participate actively in the political process. We believe that
      individual participation is a continuing responsibility of those who live in
      a
      free state.





**ii)
      Investor Relations**


It
      is
      very important that the information disseminated about the Company be both
      accurate and consistent. The Investor Relations department is responsible for
      the Company’s internal and external communications and will at all times adhere
      to the Code.





The
      Investor Relations department is responsible for public communications with
      stockholders, analysts and other interested members of the financial community.
      The Investor Relations is responsible for our marketing and advertising
      activities and communication with employees, the media, local communities and
      government officials. The Investor Relations serves as the spokesperson in
      routine business and operational situations.





In
      some
      cases where information about a non-routine business or operational issue should
      become available to the media before someone from the Company Executive has
      had
      an opportunity to address the issue, Investor Relations personnel, who have
      been
      trained, are authorized to speak for us until someone from the Company Executive
      is available to handle media inquiries.





**10.
      Reporting Violations**


**i)
      Reporting of Code Violations**


You
      should be alert and sensitive to situations that could result in actions that
      might violate federal, state, or local laws or the standards of conduct set
      forth in this Code. If you believe your own conduct or that of a fellow employee
      may have violated any such laws or this Code, you have an obligation to report
      the matter.





Generally,
      you should raise such matters first with the Company CEO. However, if you are
      not comfortable bringing the matter up with the CEO, or do not believe the
      CEO
      has dealt with the matter properly, then you should raise the matter with the
      Corporate Counsel. The *most
      important point is that possible violations should be reported* and
      we
      support all means of reporting them.





Directors
      and officers should report any potential violations of this Code to the
      Corporate Counsel.





If
      you
      act in bad faith or fail to report illegal or unethical behavior, then you
      will
      be subject to disciplinary procedures.








**ii)
      Anonymous Reporting**


If
      you
      wish to report a suspected violation of this Code, disclosures may be made
      anonymously and directly to the CEO via web form email, or by telephone Hotline
      to an independent third party. To access the anonymous reporting system simply
      go to the Corporation’s website www.tnecorp.com and
      click on Corporate Responsibility. There is a link provided on that page to
      “Anonymous Reporting - Code of Conduct”. Your completed form will be e-mailed
      anonymously to the CEO. You may also call the telephone number displayed on
      the
      page and marked “Anonymous Reporting Telephone Hotline - Code of Conduct” and
      leave a voicemail message. All voicemail messages will be accessible only by
      the
      CEO. True North Energy will not disclose the identity of any employee who
      reports a violation of this Code without his or her permission, unless
      disclosure is unavoidable during an investigation.





**iii)
      Non-Retaliation for Reporting**


In
      no
      event will we take or threaten any action against you as a reprisal or
      retaliation for making a complaint or disclosing or reporting information in
      good faith. However, if a reporting individual was involved in improper activity
      the individual may be appropriately disciplined even if he or she was the one
      who disclosed the matter to the Company. In these circumstances, we may consider
      the conduct of the reporting individual in promptly reporting the information
      as
      a mitigating factor in any disciplinary decision.





We
      will
      not allow retaliation against an employee for reporting a possible violation
      of
      this Code in good faith. Retaliation for reporting a federal offense is illegal
      under federal law and prohibited under this Code. Retaliation for reporting
      any
      violation of a law, rule or regulation or a provision of this Code is
      prohibited. Retaliation will result in discipline up to and including
      termination of employment and may also result in criminal
      prosecution.





**11.
      Integrity - Words and Action**





**Our
      Value Proposition**


The
      primary objective of the Company is to efficiently, profitably and responsibly
      explore for, develop and produce hydrocarbons.





Today,
      as
      more people around the world aspire to higher living standards and greater
      economic opportunities, they require more energy. To meet this growth in energy
      demand, we must continue to develop and deliver new energy supplies. Doing
      this
      well represents the greatest contribution that True North Energy can make to
      society.





**Responsibilities
      to our stakeholders**


We
      must
      be keenly focused on achieving our business objectives and accomplishing our
      mission. But, what is equally important is how we are succeeding - with
      integrity and commitment to open and honest dealings with all our stakeholders.





**a)**
            **Shareholders**


We
      have a
      responsibility to shareholders to protect their investment, to seek a high
      standard of performance and to seek to obtain a long-term return that is
      competitive or superior to other companies in our industry.








**b)**
            **Employees**


We
      have a
      responsibility to respect the rights of our employees and to provide them with
      safe working conditions and respect in the workplace.





**c)**
            **Public,
                Regulators, Suppliers and Business
                Partners**


We
      have a
      responsibility to be open and honest in the conduct of our business
      relationships and to expect the same from all our stakeholders, suppliers and
      business partners in their dealings with us. Our relationships with federal,
      state and local regulators, policymakers and all our other stakeholders are
      based on a powerful but simple premise: “No surprises.”





Our
      future efforts will continue to balance the needs of our shareholders,
      investors, employees and all our other stakeholders.





We
      cannot
      expect perfection, but we do expect good faith. We hope that you agree that
      the
      best course of action is to be honest and forthright at all times.