Exhibit
14.1





HUNTMOUNTAIN
RESOURCES


(the
“Company”)


Code
Of Business Conduct And Ethics





I.
PURPOSE OF THIS CODE





This Code
of Business Conduct and Ethics ("Code") of HuntMountain Resources is
in  addition to the Code of Ethics established for the President and
Chief Executive Officer, Chief Financial Officer and any other person performing
such functions (the “Financial Reporting Officers”) and is intended to document
the principles of conduct and ethics to be followed by all of the Company’s
employees, officers and directors and any consultants or other external parties
in a similar role with the Company.  References herein to HuntMountain
Resources or the Company include any subsidiaries and/or affiliates of the
Company.





Its
purpose is to:





-
            Promote honest and ethical
      conduct, including the ethical handling of actual or apparent conflicts of
      interest between personal and professional
      relationships;


-
            Promote avoidance of conflicts of
      interest, including disclosure to an appropriate person of any material
      transaction or relationship that reasonably could be expected to give rise
      to such a conflict;


-
            Promote full, fair, accurate,
      timely and understandable disclosure in reports and documents that the
      Company or its subsidiaries, files with, or submits to, the securities
      regulators and in other public communications made by the
      Company;


-
            Promote compliance with
      applicable governmental laws, rules and
  regulations;


-
            Promote the prompt internal
      reporting to an appropriate person of violations of this
      Code;


-
            Promote accountability for
      adherence to this Code;


-
            Provide guidance to employees,
      officers and directors to help them recognize and deal with ethical
      issues; and


-
            Foster the development of a
      culture of honesty and accountability within the
      Company.


-
            Describe the procedure for
      reporting and if appropriate investigation of any perceived violations of
      this code or any perceived unethical business conduct (please refer toThe Employee
      Alert Policy).





Violations
of this Code by an employee or officer or director are grounds for disciplinary
action up to and including, but without limitation, immediate termination of
employment or request for resignation of a directorship.





II.
WORKPLACE





a.
A Nondiscriminatory Environment





The
Company fosters a work environment in which all individuals are treated with
respect and dignity. The Company is an equal opportunity employer and does not,
as an organization nor does it permit its employees or directors to discriminate
against employees, officers, directors or potential employees, officers or
directors on the basis of race, color, religion, sex, national origin, age,
sexual orientation or disability and, in addition, in accordance to the laws or
regulations applicable in the jurisdiction where such employees, officers or
directors are located. The Company is committed to actions and policies to
assure fair employment, including equal treatment in hiring, promotion,
training, compensation, termination and corrective action and will not tolerate
discrimination by its employees and agents.





b. Harassment-Free Workplace





The
Company will not tolerate harassment of its employees, customers or suppliers in
any form.





c.
Sexual Harassment





Sexual
harassment is illegal and all employees, officers and directors are prohibited
from engaging in any form of sexually harassing behavior. Sexual harassment
means unwelcome sexual conduct, either visual, verbal or physical, and may
include, but is not limited to, unwanted sexual advances, unwanted touching and
suggestive touching, language of a sexual nature, telling sexual jokes,
innuendoes, suggestions, suggestive looks and displaying sexually suggestive
visual materials.





d.
Substance Abuse





The
Company is committed to maintaining a safe and healthy work environment free of
substance abuse. Employees, officers and directors are expected to perform their
responsibilities in a professional manner and, to the degree that job
performance or judgment may be hindered, be free from the effects of drugs
and/or alcohol.





e.
Workplace Violence





The
workplace must be free from violent behavior. Threatening, intimidating or
aggressive behavior, as well as bullying, subjecting to ridicule or other
similar behavior toward fellow employees or others in the workplace will not be
tolerated. No weapons of any kind will be tolerated in the workplace unless such
are required for property security purposes and then only after authorization by
the Chief Executive Officer or the Chief Operating Officer.





f.
Employment of Family Members





Employment
of more than one family member at any mine or office of the Company is
permissible but the direct supervision of one family member by another is not
permitted unless otherwise authorized by the Chief Executive Officer. Except for
summer and co-op students, indirect supervision of a family member by another is
also discouraged and requires the prior approval of the Chief Executive Officer,
any personnel actions affecting that employee must also be reviewed and endorsed
by the Chief Executive Officer. In respect of this paragraph, if the employee in
question has a “family member relationship” with the Chief Executive Officer,
then the approval of the Chairman of the Corporate Governance and Nominating
Committee shall be substituted for any approval of the Chief Executive
Officer.





g.
Corporate Opportunities





As an
employee, officer or director, you are prohibited from taking for yourself
opportunities that you discover through the use of HuntMountain Resources
property, information or position, from using HuntMountain Resources property,
information or position for personal gain; and from competing with the Company.
Employees, officers and directors owe a duty to HuntMountain Resources to
advance its legitimate interests when the opportunity arises.





III. ENVIRONMENT, HEALTH AND SAFETY





a.
Environment





The
Company is committed to sound environmental management. It is the intent of the
Company to conduct itself having due respect for the environment and community
at large as a responsible and caring corporate citizen. The Company is committed
to managing all phases of its business in a manner that minimizes any adverse
effects of its operations on the environment.





b.
Health and Safety





The
Company is committed to providing a healthy and safe workplace in compliance
with applicable laws, rules and regulations. Employees must be aware of the
safety issues and policies that affect their job, other employees and the
community in general. Employees in a supervisory role, upon learning of any
circumstance affecting the health and safety of the workplace or the community,
must act immediately to address the situation. Employees must immediately advise
their immediate supervisor of any workplace injury or any circumstance
presenting a dangerous situation to them, other co-workers or the community in
general, so that timely corrective action can be taken.





IV.
THIRD PARTY RELATIONSHIPS





a.
Conflict of Interest





Employees,
officers and directors are required to act with honesty and integrity and to
avoid any relationship or activity that might create, or appear to create, a
conflict between their personal interests and the interests of the Company.
Employees must disclose promptly in writing possible conflicts of interest to
their immediate supervisor, or if the supervisor is involved in the conflict of
interest, to that supervisor’s superior. Officers and directors should disclose,
in writing, any perceived conflicts to the Chairman of the Audit
Committee.





Conflicts
of interest arise where an individual's position or responsibilities with the
Company present an opportunity for personal gain apart from the normal rewards
of employment, officership or directorship, to the detriment of the Company.
They also arise where a director's, officer's or employee's personal interests
are inconsistent with those of the Company and create conflicting loyalties.
Such conflicting loyalties can cause a director, officer or employee to give
preference to personal interests in situations where corporate responsibilities
should come first. Directors, officers and employees shall perform the
responsibilities of their positions on the basis of what is in the best
interests of the Company and free from the influence of personal considerations
and relationships.





Directors,
officers and employees shall not acquire any property, security or any business
interest which they know that the Company is interested in acquiring. Moreover,
based on such advance information, directors, officers and employees shall not
acquire any property, security or business interest for speculation or
investment.





b.
Competitive Practices





The
Company firmly believes that fair competition is fundamental to the continuation
of the free enterprise system. The Company complies with and supports laws which
prohibit restraints of trade, unfair practices, or abuse of economic
power.





The
Company’s policy also prohibits employees, officers and directors from entering
into or discussing any unlawful arrangement or understanding that may result in
unfair business practices or anticompetitive behavior.





c. Supplier and Contractor Relationships





The
Company selects its suppliers and contractors in a non-discriminatory manner
based on the quality, price, service, delivery and supply of goods and services.
A director’s, officer’s or employee’s decision must never be based on personal
interests or the interests of family members or friends.





Employees
should inform their supervisors, and officers and directors should inform the
Chairman of the Audit Committee of any relationships that appear to create a
conflict of interest.





d.
Gifts To or From Persons or Organizations





Directors,
officers and employees are prohibited from offering expensive gifts, cash or
benefits to other persons, including public officials, if that gift may
influence or be perceived as influencing a business decision. Where permitted
employees are allowed offer modest gifts and entertainment, including paying for
meals, for business associates provided such benefit is given in accordance with
generally accepted ethical business practices. The gifting of cash is prohibited
under all circumstances.





Director,
officers and employees are prohibited from soliciting, encouraging or receiving
bribes or other payment, contribution, gift or favor that could influence your
or another’s decision. It is acceptable to accept modest gifts, entertainment or
other benefits from persons seeking to do business with HuntMountain Resources,
provided such benefits are given and received in accordance with generally
accepted ethical business practices.





e.
Public Relations





The
Company's Board of Directors establishes the persons who are responsible for all
public relations, including all contact with the media. Unless a director,
officer or employee is specifically authorized to represent the Company to the
media, a director, officer or employee should not respond to inquiries or
requests for information. This includes newspapers, magazines, trade
publications, radio and television as well as any other external sources
requesting information about the Company. If the media contacts a director,
officer or employee about any topic, that person should immediately refer the
call to an authorized person.





Employees
must be careful not to disclose confidential, personal or non public business
information through public or casual discussions to the media or others.
Information is considered to be public if it has been disclosed by the Company
in an annual report, annual information form, management information circular,
press release or interim financial report. The obligation to keep certain
information confidential applies both during appointment or employment with
HuntMountain Resources, and after termination of appointment or employment,
including on retirement. These same standards apply to the non public
information of other companies that you may learn about because of your
association or employment with HuntMountain Resources.





f.
Directorships





Employees
of the Company shall not act as directors or officers of any other corporate
entity or organization, public or private, without the prior written approval of
the Chief Executive Officer or the Chairman of the Corporate Governance and
Nominating Committee. Directorships or officerships with such entities will not
be authorized if they are considered to not be in the best interest of the
Company. The Chief Executive Officer or the Chairman of the Corporate Governance
Committee may provide authorizations for directorships that are necessary for
business purposes or for directorships with charitable organizations or other
entities that will further the Company’s profile in the
community.





V. LEGAL COMPLIANCE





a.
Compliance with Laws, Rules and Regulations (including Insider Trading Laws and
Timely disclosure)





Employees,
officers, and directors are expected to comply in good faith at all times with
all applicable laws, rules and regulations.





Employees,
officers, and directors are required to comply with insider trading rules and
all other policies and procedures applicable to them that are adopted by the
Company from time to time.





Employees,
officers, and directors must cooperate fully with those responsible for
preparing reports filed with the securities regulatory authorities and all other
materials that are made available to the investing public to ensure those
persons are aware in a timely manner of all information that is required to be
disclosed. Employees, officers and directors should also cooperate fully with
the independent auditors in their audits and in assisting in the preparation of
financial disclosure.





Senior
officers of the Company must comply with the Company’s procedures on timely
disclosure of material information and provide full, fair, accurate,
understandable and timely disclosure in reports and documents filed with, or
submitted to, securities regulatory authorities and other materials that are
made available to the investing public.





VI.
INFORMATION AND RECORDS





a.
Confidential and Proprietary Information and Trade Secrets





Employees,
officers and directors may be exposed to certain information that is considered
confidential by the Company , or may be involved in the design or development of
new procedures or technologies related to the business of the Company. All such
information, procedures and technologies, whether or not the subject of
copyright or patent, are the sole property of the Company. Employees shall not
disclose confidential information to persons outside the Company, including
family members, and should share it only with other employees who have a "need
to know".





Employees,
officers and directors are responsible and accountable for safeguarding the
Company’s documents and information to which they have direct or indirect access
as a result of their employment, officership or directorship with the
Company.





b.
Financial Reporting and Records





The
Company maintains a high standard of accuracy and completeness in its financial
records. These records serve as a basis for managing its business and are
crucial for meeting obligations to employees, customers, investors and others,
as well as for compliance with regulatory, tax, financial reporting and other
legal requirements. Employees, officers, and directors who make entries into
business records or who issue regulatory or financial reports, have a
responsibility to fairly present all information in a truthful, accurate and
timely manner. No employee, officer or director shall exert any influence over,
coerce, mislead or in any way manipulate or attempt to manipulate the
independent auditors of the Company.





c. Record Retention





The
Company maintains all records in accordance with laws and regulations regarding
retention of business records. The term "business records" covers a broad range
of files, reports, business plans, receipts, policies and communications,
including hard copy, electronic, audio recording, microfiche and microfilm files
whether maintained at work or at home. The Company prohibits the unauthorized
destruction of or tampering with any records, whether written or in electronic
form, where the Company is required by law or government regulation to maintain
such records or where it has reason to know of a threatened or pending
government investigation or litigation relating to such records.





VII.
THE COMPANY'S ASSETS





a.
Use of Company Property





The use
of Company property for individual profit or any unlawful unauthorized personal
or unethical purpose is prohibited. The Company’s information, technology,
intellectual property, mineral rights, buildings, land, equipment, machines,
software and cash must be used only for business purposes except as provided by
Company policy or approved by an employee’s respective supervisor.





b.
Destruction of Property and Theft





Employees,
officers and directors shall not intentionally damage or destroy the property of
the Company and others or commit theft.





c.
Intellectual Property of Others





Employees,
officers and directors may not reproduce, distribute or alter copyrighted
materials without permission of the copyright owner or its authorized agents.
Software used in connection with the Company’s business must be properly
licensed and used only in accordance with that license.




d.
Information Technology





The
Company's information technology systems, including computers, e-mail, intranet
and internet access, telephones and voice mail are the property of the Company
and are to be used primarily for business purposes. The Company’s information
technology systems may be used for minor or incidental personal messages
provided that such use is kept at a minimum and is in compliance with Company
policy.





Employees,
officers and directors may not use the Company’s information technology systems
to:





•
            Allow others to gain access to
      the Company's information technology systems through the use of an
      employee’s password or other security
  codes;


•
            Send harassing, threatening or
      obscene messages;


•
            Send chain
      letters;


•
            Access the internet for
      inappropriate use;


•
            Send copyrighted documents that
      are not authorized for
reproduction;


•
            Make personal or group
      solicitations unless authorized by a senior officer;
    or


•
            Conduct personal commercial
      business.





The
Company may monitor the use of its information technology systems.




VIII.
COMPLIANCE WITH THE CODE





a.
All Employees are to Read and Comply With the Code





Each
director, officer and Employee of HuntMountain Resources will be provided with a
copy of this code and will be required to sign an acknowledgement in the form
attached to this Code.





B.
Reports and Complaints





As an
employee if you believe that a violation of the Code or any law rule or
regulation has been or is likely to be committed by you or someone else who is a
representative of HuntMountain Resources, you have an obligation to promptly
report the relevant information to your supervisor, since your supervisor will
generally be in the best position to resolve the issue. However if you feel
uncomfortable approaching your supervisor with your concern, or if you have any
specific or generals questions, you may contact the Company’s Chief Financial
Officer or Employee Alert Officer.





Directors
should report violations to the Chairman of the Board, or to the relevant
committee chair.





Confidentiality
of reported violations will be maintained to the fullest extent possible,
consistent with the need to conduct adequate investigation and subject to
law.





The
Company will impose discipline for each Code violation that fits the nature and
facts of the violation. The Company also reserves the right to discipline
employees who make accusations of Code violations that are frivolous, if they
are made for retaliatory reasons, or made without a reasonable good faith belief
in the truth and accuracy of the information, or if a person knowingly makes a
false accusation.








Approved
by the Board of Directors of HuntMountain Resources on December 28,
2007.





HUNTMOUNTAIN RESOURCES


AND
SUBSIDIARY COMPANIES







CODE
OF AND ETHICS: FINANCIAL REPORTING OFFICERS –  STATEMENT OF
COMPLIANCE




I have
reviewed and am familiar with HuntMountain Resources Ltd.’s Code of Ethics:
Financial Reporting Officers (the “ Code ”) for those applicable
employees.


I hereby
agree to comply with the Code, including its provisions for non-disclosure of
information both during and after appointment or employment.


To the
best of my knowledge, I am not involved in any situation that conflicts or might
appear to conflict with the Code.


I also
agree to notify my supervisor, the Chief Financial Officer of HuntMountain
Resources, the Chairperson of the Audit Committee of the Board immediately of
any change that might adversely affect my compliance with the Code.




Name:(Please
      print)Company:Position
      Title:Branch/Dept.
      No.:Location:Date:(mm/dd/yy)
                                                            
                                                            (signature)


Note:                      All
applicable employees must complete this Statement of Compliance.




Please detach,
complete and sign this form, and forward it to the Corporate Secretary within
thirty (30) days of receiving a copy of the Code.