Code of Business Conduct and Ethics

Starfield Resources Inc.’s (“Starfield” or the “Corporation”) reputation and success are due largely to the integrity and competence of the people who conduct its business. Every officer, employee and consultant of Starfield is a representative of the Corporation in his or her relationship with others including suppliers, contractors, customers, other employees, consultants, governments, investors, competitors and the general public.

Starfield expects all employees and consultants to adhere to the highest standards of personal and professional integrity and to avoid any conduct that might reflect unfavourably upon them, other employees and consultants or upon the Corporation. The Corporation’s business goals are important and demanding but these goals must be achieved honestly and ethically.

With these qualifications in mind, the management of Starfield has adopted the attached Code of Conduct which sets forth the standards of behaviour that the Corporation and its subsidiaries require of their officers, employees and consultants. Action or failure of action, in contravention of the Code may be considered as unauthorized and outside the course of employment, and Starfield will not indemnify the officer, employee or consultant for his or her costs that arise out of such conduct.

Employees and consultants are encouraged to discuss the application of this Code to specific business circumstances with, and are required to report any contravention of the Code to the President & CEO or the Secretary of Starfield or the Chairman of the Audit Committee or the Chairman of the Board.





André J. Douchane

President & CEO

416 860 0400

Greg Van Staveren


416 860 0400

Shirley Mears

Chairman of the Audit Committee

613 884 0567

Norman Betts

Chairman of the Board

506 470 3777

Code of Conduct

A Commitment of Ethical Business Conduct

The provisions of this Code are mandatory and apply to all employees and consultants of Starfield, any subsidiaries (collectively, “the Corporation”) throughout the world and to joint ventures managed by Starfield.

It will be the responsibility of the Chief Executive Officer to ensure that the provisions of this Code are complied with. Compliance is expected under all circumstances. Every employee or consultant who has executive or managerial responsibilities is expected to ensure that the provisions of this Code are communicated to employees and consultants reporting to him or her and must report any contravention of this Code promptly to the President & CEO or the Secretary, or the Chairman of the Audit Committee or the Chairman of the Board of Starfield. The Code affirms in specific terms the Corporation’s commitment to uphold high moral and ethical standards and sets out basic behavioral standards required of those conducting its business.

Over zealousness, good intentions and failure to seek timely legal advice will not excuse violations of this Code. While the Corporation’s activities are subject to a variety of laws and customs in the various jurisdictions throughout the world in which it operates, the Board of Directors believes that honesty is the essential standard to be observed. Though legal customs may vary, the Corporation’s activities are to be based on honesty, integrity and fairness.

Part 1. The Corporation and its Employees and Consultants will comply with all legal requirements applicable to Corporation business.

Ignorance of the law is not a defense. Moreover, agreements or arrangements need not necessarily be in writing for contravention to be inferred from the conduct of the parties. If this Code does not cover a particular situation or if the application or interpretation of a local law is uncertain, or in circumstances where the proper course of ethical conduct is unclear, employees and consultants should seek the assistance of their supervisor who, if necessary, should seek competent local legal advice or, if necessary, the advice of the Corporation’s counsel. If there is insufficient time to obtain such advice, employees and consultants should conduct themselves in a manner they would not hesitate to have fully publicly disclosed. Supervisors, on learning of any contravention of this Code, shall take appropriate corrective action.

Part 2. All dealings between Employees and Consultants and public or private officials must be conducted in a manner that will not compromise the integrity, or place in question, the reputation of the Corporation or such officials.

No unlawful or otherwise improper payment or gift is to be made or offered with a view to assisting Starfield to obtain or retain business, to affect the enactment or enforcement of any laws, or otherwise to obtain favours.

Part 3. Employees and Consultants shall not offer, nor furnish on behalf of Starfield extravagant gifts or excessive entertainment or benefits to others.

Modest gifts, reasonable entertainment and other courtesies may be extended by appropriate employees and consultants to persons or entities doing business or otherwise having dealings with Starfield if such activity can be justified to further the Corporation’s best interests.

No gift or entertainment should be of such value as to constitute a real personal enrichment of the recipient. Public scrutiny of the gift, entertainment or courtesy should not be embarrassing to or reflect unfavourably upon Starfield or the recipient.

Part 4. Employees and Consultants must not use their position to obtain personal gain or benefit from other Employees and Consultants or from those doing or seeking to do business with Starfield.

Employees and Consultants are required to select and deal with suppliers, customers and others doing or seeking to do business with Starfield in a completely impartial manner, without favour or preference based upon any considerations other than the best interests of Starfield Resources.

Employees and Consultants must not seek nor accept, directly or indirectly, any gifts, payments, services, loans or other benefits from a supplier or other individual or entity that does or seeks to do business with, or is a competitor of Starfield. This prohibition does not extend to the borrowing on commercial terms from entities in the business of lending and does not prevent employees and consultants from accepting modest gifts, favours or entertainment provided the conditions set forth in Part 3 are met. No such gift, favour or entertainment shall be of such nature as might affect, or reasonably be thought by others to affect, an employee’s or consultant’s judgment or conduct in matters involving Starfield Resources.

Community and local public relations shall always be conducted with integrity and sensitivity to others with the intent to build an image that will facilitate Starfield’s ability to achieve its goals while providing cooperation and support to its neighbours and host governments, as appropriate. Within guidelines established by the Chief Executive Officer, Starfield may provide physical and/or financial assistance, on a local basis, to develop a cooperative

relationship with its neighbours by active involvement in public works, education, medical and health services and other non-political matters where Starfield’s resources can complement the local area surrounding its operations and activities.

Part 5. Starfield’s books, records and accounts must reflect, in an accurate and timely manner, all Starfield’s transactions.

Starfield’s books, records and accounts are to reflect accurately, fairly and in reasonable detail, all transactions in accordance with the highest standards of integrity and applicable generally accepted accounting principles.

Appropriate records must be kept of all transactions and there are to be no cash funds, bank accounts, investments or other assets, which are either not recorded or inadequately recorded on the books. No payment is to be approved without adequate supporting documentation.

Individuals and entities with whom Starfield deals may request that commissions, service fees and other amounts be remitted to third persons or bank accounts in third countries. Such payments may only be made if (i) the amount payable does not arise from artificial additions to normal pricing; (ii) payment is authorized in writing by the individual or entity earning the commission, fee or other amounts; (iii) payment is made to the same individual or entity to which it is owed or to an affiliate under common ownership, and (iv) payment will not violate applicable law.

Frank disclosure is to be made to all reasonable enquiries of Starfield’s auditors and legal advisors.

Part 6. Employees and Consultants must avoid all situations in which their personal interests conflict with or might appear to conflict with their duties to Starfield.

Starfield’s basic policy is that, though employees and consultants are entitled to privacy in their personal affairs, each employee and consultant has a duty to be free of those outside interests, activities and influences which might impair the exercise of his or her independent judgment, fiduciary responsibility, initiative or efficiency in acting for Starfield, or expose the employee, consultant and/or Starfield to legal liability or public criticism.

Potential conflicts of interest are so varied that it is impracticable to establish universal criteria in this Code as to what constitutes a prohibited conflict of interest. Set forth below are examples of the types of situations which indicate a conflict of interest and which employees and consultants should avoid unless prior written approval has been obtained from the President & CEO of Starfield or the Chief Executive Officer of a subsidiary Corporation; which approval shall only be given if it will not result in a detriment to Starfield.

a) The holding, directly or by a member of the employee’s or consultant’s immediate family, of a substantial financial interest in any business entity that does or seeks to do business with, or is in competition with Starfield. A substantial financial interest will be presumed where ownership is in excess of 1% in a Corporation traded on a stock exchange and the investment constitutes more than 5% of the employee’s or consultant’s total assets or where an ownership interest in any other business contributes more than 10% of the annual income of the employee or consultant or their immediate family;

b) A partnership, profit sharing arrangement, creditor/debtor relationship with any such entity;

c) An employee, consultant or member of his immediate family serving as an agent, representative, director, officer or employee of, or consultant to, any such entity;

d) The acceptance of any loan, service or other benefits from any such entity (other than borrowing on commercial terms from entities in the business of lending).

Part 7. Outside activities must not interfere with Employees’ or Consultant’s responsibilities.

Starfield commends part-time participation by its employees and consultants in public service and management will, whenever practicable, approve and support such activity. Employees and consultants should, however, obtain such approval before assuming any office or directorship or participating in any activity that would tend to deprive Starfield of the time and attention required of the employee or consultant to perform his or her duties properly.

Part 8. No employee, consultant, director, officer, or person or company in a “special relationship” with Starfield, shall purchase or sell securities of Starfield while in possession of material information concerning the Corporation that has not been previously disclosed to the public, nor, except in the necessary course of business, shall an employee, consultant, director or officer inform any individual or entity of any such material information.

Employees, consultants, directors and officers of the Corporation are subject to legal restrictions with respect to trading in securities of the Corporation or related securities such as options on the Corporation’s securities

Part 9. Unless previously published, Starfield’s technical, commercial and financial information is proprietary and confidential and Employees and Consultants are prohibited from revealing such information to any person, except in the necessary course of business, without proper authorization.

Employees and Consultants must not make personal use of corporate information, assets or business opportunities.

Starfield has valuable resources in the form of tangible assets such as materials, supplies and equipment and intangible assets such as services, computer systems and confidential information. Employee’s or consultant’s access to such assets is made in confidence so that they may be used within the limits of the employee’s and consultant’s authority for the advancement of Starfield’s business and not otherwise.

Part 10. Every Employee and Consultant shall disclose promptly and in writing any personal situation or transaction, which is or may be in conflict with the intent of this Code.

Disclosure shall be made to the employee’s and consultant’s immediate supervisor. The supervisor shall determine what action, if any, the supervisor should take and what action the employee or consultant should take and shall recommend that action in writing for approval by the next higher level of management.

If a conflict exists, and there is no failure of good faith on the part of the employee or consultant, it will be Starfield’s policy to allow a reasonable amount of time for the employee or consultant to correct the situation in order to prevent undue hardship or loss. Decisions in this regard shall, however, be within the sole discretion of Starfield’s management, whose first concern must be in the interest of Starfield.