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
ethicsto be followed by
all of the Company’s employees, officersanddirectors 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 anemployee 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 disabilityand, in addition, in
accordance to the laws or regulations applicable in the jurisdiction where such
employees, officers or directors are located. The Companyis committed to actions and policies to
assure fair employment, including equal treatmentin hiring, promotion, training,
compensation, termination and corrective action and will not toleratediscrimination by its
employees and agents.
  1
  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 degreethat 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.
  2
  III. ENVIRONMENT, HEALTHANDSAFETY
 
 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 itsoperations on the
environment.
 
 b. Health and Safety
 
 The Company is committed to providing a
healthy and safe workplace in compliance with applicable laws, rules andregulations. 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 ofthe 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 oractivity 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 thesupervisor 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
opportunityfor 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 thoseof 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 Companycomplies with
and supports laws which prohibit restraints of trade, unfair practices, or abuse
ofeconomic
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.
  3
  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 theinterests of family members or
friends.
 
 Employees should inform their
supervisors, and officers and directors should inform the Chairman of the AuditCommittee 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 adirector, officer or employee isspecificallyauthorized to represent the Company to
the media, adirector,
officer or employee shouldnot 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 adirector, officer or employeeabout 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 orcasual
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 necessaryfor business purposes or for
directorships with charitable organizations or other entities that will further
the Company’sprofile in
the community.
  4
  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 then 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 thepreparation 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, orsubmitted to, securities regulatory
authorities and other materials that are made available to the investingpublic.
 
 
 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 andinformation 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, investorsand 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
financialreports, have a
responsibility to fairly present all information in a truthful, accurate and
timely manner. Noemployee,
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.
  5
  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 andcommunications, 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 tomaintain 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 isprohibited. 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 byan 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 orcommit
theft.
 
 c. Intellectual Property of
Others
 
 Employees, officers and directors may
not reproduce, distribute or alter copyrighted materials withoutpermission 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, telephonesand 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
      passwordor other
      security codes;
  6
  •
              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.
  7
  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.






8