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QUARTZ MOUNTAIN RESOURCES LTD. 
  (the “Company”)

CODE OF ETHICS

|1. | Introduction and Purpose                                                                                                                                                                                                                                                                                                                                           
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|   | This Code of Ethics sets out the ethical
        and behavioural standards expected of the Company's directors, officers,
        employees and contractors.                                                                                                                                                                                                       
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|   | The purpose of the Code is to underpin
        and support the Company's vision and values that govern our individual
        and collective behaviour. The vision and values set out below are an integral
        part of the Company's Code of Ethics.                                                                                                          
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|2. | The Company’s Corporate Vision                                                                                                                                                                                                                                                                                                                                     
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|   | The Company's vision is to become a successful
        and innovative mining and mineral exploration corporation.                                                                                                                                                                                                                                                  
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|   | To achieve this vision we include the
        following values in all our activities:                                                                                                                                                                                                                                                                              
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|3. | Integrity and Objectivity                                                                                                                                                                                                                                                                                                                                          
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|   | We have an obligation to be straightforward,
        honest and sincere in our approach to our work and to avoid improper personal
        benefits as a result of our position.                                                                                                                                                                                   
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|   | We have an obligation
        to ensure that our individual interests do not interfere, or appear to
        interfere, with the Company's interests. We will be impartial, intellectually
        and morally honest and minimize actual and perceived conflicts of interest.
        We will be fair and not allow prejudice or bias to override our objectivity.

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|   | We will not have any undisclosed
        and unapproved business relationships, including with joint venture participants,
        suppliers, customers or competitors, that might impair, or appear to impair,
        the independence of any judgement that we may make on behalf of the Company.                                                                                                                                                     
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|   | We will not pay or accept any bribe, gratuity or
      other inducements in the course of our business dealings on behalf of the
      Company.                                                                                                                                                                                                                                                                                                          
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|4. | Fair Dealing, Due Care                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   | We will deal honestly and
        fairly in all our dealings with the Company's shareholders, joint venture
        participants, customers, suppliers, professional advisors, competitors
        and other stakeholders.                                                                                                                                                                                                                               
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|   | We will maintain a high standard
        of competence, only undertaking work that we can expect to complete with
        professional competence. We will complete our obligations with due care
        and in a timely manner. We will carry out our work in accordance with
        the highest technical and professional standards appropriate to that work.                                                                                       
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|   | We will use the utmost skill
        and care in our recruitment and employment practices, and treat all colleagues
        with respect and dignity.                                                                                                                                                                                                                                                                                                    
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|5. | Use of Company Assets and Property                                                                                                                                                                                                                                                                                                                                                                                                                       
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|   | We will use our best endeavours
        to protect the Company's assets and property in our control for the legitimate
        business purposes of the Company, and will not use that property for any
        other purpose, including for personal gain.                                                                                                                                                                                              
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|6. | Use of Company Information                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   | We will use the Company's
        corporate information gained during our relationship with the Company
        only in the best interests of the Company and not for personal gain. We
        will keep the Company's corporate information confidential, at all times.
        We will trade our shares on the Company in strict compliance with all
        applicable laws and where required, will properly and timely report such
        trading.
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|   | We will ensure that the Company
        provides full, fair, accurate, timely and understandable disclosure in
        all reports and documents publicly disclosed, so that the public is properly
        informed and not misled by statements or omissions.                                                                                                                                                                                          
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|7.  | Compliance with all Laws, Regulations and Rules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|    | We will at all times act honestly and in good faith,
        and comply with all applicable laws, including legislation, regulations,
        local by-laws and Rules (including the TSX Listing Rules) and codes of
        practice in the countries in which the Company operates or where it has
        registered issuer status. We will ensure our exploration and development
        practices not only comply with all applicable laws and regulations but
        adhere to “best in class” standards.                                                                                                                                                                                                              
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|8.  | Professional Behaviour, Compliance with Corporate
        Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|    | We will conduct ourselves, both at work and outside
        of business hours, in a manner consistent with the good reputation of
        the Company and refrain from any conduct that might bring discredit to
        the Company. In particular, all staff will refrain from taking any action
        that improperly influences, coerces, manipulates, or misleads the firm
        engaged in the performance of the audit of the financial statements of
        the Company (and subsidiaries).                                                                                                                                                                                                                       
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|    | We will at all times behave and conduct ourselves
        in a manner that is consistent with the Company's vision and values set
        out in this Code, and will comply with all Corporate Policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|9.  | Compliance with Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|    | This Code forms part of every one of the Company's
        employee's conditions of employment and for all officers and directors
        as well. Failure to comply with the Code can result in disciplinary action
        including, where appropriate, dismissal. Compliance with this Code shall
        be taken into account on a regular basis when assessing individual performance.
        Failure of contractors to comply with this Code may result in termination
        of the contractor’s contract for services with the Company.                                                                                                                                                                            
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|    | If any person becomes aware of a breach, or suspected
        breach, of this Code, they must report it immediately to their manager
        and company secretary for action. If this is inappropriate or uncomfortable
        for the individual, the breach, or suspected breach, should be reported
        to another member of the senior management team and the company secretary
        for action. No action will be taken against any individual reporting a
        breach, or suspected breach, by virtue of that report. Subject to any
        legal restriction, the name of the person disclosing the information pertaining
        to breach, or suspected breach, of this Code will be kept confidential.
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|10. | CEO and Senior Financial Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    | The Sarbanes Oxley Act 2002(USA) encourages
        all corporations subject to SEC regulations to maintain a code of ethics
        covering senior financial officers, including the CEO. The ethical and
        behavioural standards reflected in that Act are the basic tenets of ethical
        and professional conduct adopted by the Company in this Code for all its
        staff and contractors, and as such apply equally to the CEO and CFO, and
        any other senior finance staff.                                                                                                                                                                                                                      
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