Code of Business Conduct and Ethics

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Message from the CEO

The success of Murgor Resources is dependent on the skills, knowledge, hard work and an uncompromised commitment to integrity of every Murgor Resource employee, officer and director. Murgor Resources is a growing, well positioned company with excellent properties, a clear mission supported by a well defined strategy, an experienced and committed board of directors and exceptionally skilled employees.

Every interaction with the public, shareholders, suppliers, contractors, partners, competitors, authorities and agencies is an opportunity to demonstrate integrity and enhance the brand value and reputation of Murgor Resources. It is a duty of every employee, officer and director of Murgor Resources to conduct themselves in a manner that will favorably reflect on Murgor Resources.

The mission of Murgor Resources is to raise shareholder value by growing the company into a polymetallic producer by 2009. The Values that will guide the employees, officers and directors of Murgor Resources to achieve this mission are:

1. Commitment to Health, Safety and the Environment
2. Accountability and Transparency
3. Excellence, Innovation and strong Work Ethic
4. Integrity, Honesty and Respect
5. Teamwork

This document outlines the 12 Principles of Business Conduct and Ethics for Murgor Resources. A focus on these principles will enable the values of Murgor Resources to become infused in all we do and enable Murgor Resources to realize its mission. To be effective, this code of business conduct and ethics must resonate with the values of Murgor Resource’s employees, officers and directors. I welcome discussion on how to enhance and foster the integration of the values and principles of Murgor Resources into our everyday decision making and operations. It is through our shared commitment to these values and business principles that Murgor Resources will reach its potential.

By signing up to the Code, we commit to abide by its direction and to report any violation of the Code or action/decision that would undermine the integrity of Murgor Resources. If you have questions and/or comments regarding the Murgor Resources Code of Business Conduct and Ethics please feel free to give me a call or an email to discuss.

Regards,

André C. Tessier, President CEO
Murgor Ressources Inc.
178 Ontario St, Suite 203
Kingston, Ont.
K7L 2Y8

Tel: (613)546-7503
Fax: (613) 546-7318
Toll Free: 1-888-891-3330
Email: atessier@murgor.com

1. Compliance and Reporting

1.1 Reporting

Any employee, officer or director who becomes aware of any existing or potential violations of the Code of Business Conduct and Ethics may notify their direct supervisor, the CEO or a member of the board for guidance and
direction on the topic issue. This information will be treated confidentially and retaliation against an employee, officer or director for a report of misconduct made in good faith will not be tolerated.

1.2 Accountability and Enforcement

Employees and directors will be accountable to abide by the Code of Ethics. Non- compliance with the Code of Business Conduct and Ethics may result in disciplinary action, including termination of employment or removal from the Board of Directors. Violations of the Code of Ethics may also constitute violations of law
and may result in civil or criminal penalties for employees, directors and the company.

Questions to Consider:

When confronted with a business decision that has ethical considerations there are several questions that you should ask yourself:

1. Am I acting in the best interest of Murgor Resources?
2. Am I in compliance with all the laws and the regulations that may be involved in my decisions and actions?
3. Would I want my decisions and actions to be reported on the front page of the newspaper?
4. What would my friends, colleagues, and family think of my decisions and actions?
5. Am I making this decision from a position of integrity?(i.e. can I be found in conflict of interest?)
6. What, if any, are the negative consequences for Murgor Resources as a result of my decisions and actions?
7. Are my decisions and actions consistent with the Murgor Resources Code of Business Conduct and Ethics?
8. Should I seek advice from my immediate supervisor, CEO or board of directors before I take action or make this decision?

1.3 Application to Non-Employees

This Code of Business Conduct and Ethics applies to the contractors, consultants and major suppliers engaged by the company. This Code of Business Conduct and Ethics must accompany all contracts and must be signed by an individual with signing authority for the supplier, contractor or consultant.

2. Full Compliance with all Federal, Provincial and Local Laws and Regulations

Compliance with all federal, provincial and local legal requirements is essential to the successful ongoing operation of Murgor Resources. Each employee, officer, director, contractor, consultant and supplier is expected to adhere to the standards and the restrictions imposed by the laws, rules and regulations in the countries, districts (provinces) and communities in which we conduct business. Employees, officers, directors, contractors, consultants and suppliers should conduct themselves in a manner that they would not hesitate to have fully and publicly disclosed.

3. Health and Safety

Every employee, officer, director, consultant and contractor of Murgor Resources is committed to ensuring their own safety, the safety of their coworkers and the safety of the public and the communities in which they conduct business. Compliance with legislative health and safety requirements is mandatory.

4. Environment

Murgor Resources is committed to preserving the natural environment, minimizing environmental risks and reducing the environmental footprint associated with its operations. Murgor employees, officers, directors, consultants and contractors are committed to full compliance with all applicable federal, provincial and local environmental laws and regulations. Murgor Resources supports the objectives provided by the Prospectors and Developers Association of Canada (PDAC) Environmental Excellence in Exploration (E3).

5. Conflict of Interest

5.1 General

A conflict of interest occurs when an individual’s personal interest improperly interferes with the interests of Murgor Resources. All employees, officers and directors are expected to perform their duties conscientiously, honestly and in accordance with the best interest of Murgor Resources and its shareholders. Employees, officers and directors are required to select and deal with suppliers, contractors, consultants and others seeking to do business with Murgor Resources in an impartial manner without favour or preference. Murgor Resources’ employees, officers and directors must not have any direct involvement in any business interest which diverts their energy or attention from working in the best interest of Murgor Resources and its shareholders.

Where employees, officers and directors are aware of potential conflict of interest in any concern with which Murgor Resources does business the conflict of interest must be reported in writing to the person or body to whom they report. Employees must provide their written statement of disclosure to their immediate supervisor and/or the CEO. Board members and the CEO must provide their statement of disclosure in writing to the board. Employee approval is given by their immediate supervisor or the CEO. The CEO and individual board members must seek approval from the board.

Disclosure of conflicts of interest and their approval or decline must be documented in writing. Copies of disclosures and approvals or declines must be provided to the office of the CEO. A record of disclosure of conflict of interest (request and approval or decline) is kept within the administrative files of the CEO (File Title: Conflict of Interest Disclosure).

5.2 Receiving Gifts and Entertainment

In the development of business relations it is typical that token gifts (i.e. materials with company logos) and entertainment offers (i.e. sporting events, theatre, meals) will be exchanged between companies. Murgor Resources employees, officers and directors should decline the offer of gifts, entertainment or other favours which might or could be perceived to influence their judgment in business transactions. Murgor Resources employees, officers and directors that accept gifts or entertainment must be clear to the donor that it does not impact the opportunity for current or future business.

The acceptance of occasional personal hospitality such as tickets to sporting events or theatres where the recipient is accompanied by the provider where the cost of any transport or accommodation is paid for by the recipient would be acceptable to this code. If an employee, officer or director accepts a gift or entertainment outing in excess of $100 they must provide written disclosure. An employee shall provide written disclosure to their immediate supervisor or to the CEO. The CEO and members of the board must provide disclosure to the board. A file of Disclosure for the Receiving of Gifts and Entertainment (File Title: Conflict of Interest – Receiving of Gifts and Entertainment Disclosure) will be kept with the administration files of the office of the CEO. All disclosures must be provided in writing to the office of the CEO for filing. Murgor Resources employees, officers and directors are not permitted to receive gifts or entertainment from firms for which a Request for Information, Request for Quote or Request for Proposal is pending.

5.3 Giving Gifts and Entertainment

The development of business relations may involve the giving of modest gifts (i.e. Murgor Resources logo material) and reasonable entertainment (including meals) to those with whom we conduct business. The giving of gifts on behalf of Murgor Resources that do not have the company logo inscription and the offer of entertainment (including meals) must be approved by the CEO prior to the purchase. The CEO will provide the approval in writing. Murgor Resources employees, officers and directors are not permitted to offer modest gifts or entertainment to firms with which a Request for Information, Request for Quote or Request for Proposal is pending.

5.4 Financing

The remuneration of the employees and officers of Murgor Resources includes salaries, benefits and, if applicable, stock options. The remuneration of directors is based solely on their stock options. Employees, officers and directors are strictly prohibited by this code from benefiting personally (i.e. commission or finder fees) from arranging and/or facilitating equity financing for the company. Non-compliance by employees and officers will result in dismissal. Non-compliance for directors will result in removal from the board.

5.5 Outside Interests

Charitable Donations:
Murgor Resources encourages part-time participation by its employees in public service and charitable organizations. Where possible, Murgor Resources will support employees in these activities. Employees must obtain written confirmation from the CEO to offer any donations or offers of sponsorship on behalf of Murgor Resources to any charity organization.
Political Support:
Murgor Resources respects the right of its employees to participate in the political process. When pursuing such activities employees must ensure that their views are clearly identified as their own and are not affiliated with that of Murgor Resources.

5.5 Bribery

Murgor Resources strictly prohibits any form of bribery either within its domestic or international business dealings. Non-compliance will result in dismissal.

6. Trading of Shares

6.1 Insider Trading and Tipping

While employees, officers and directors of Murgor Resources are encouraged to invest in the company they must be aware of and compliant to securities legislation. Employees, officers, directors, consultants, contractors and suppliers of Murgor Resources are prohibited from engaging in insider trading and tipping. “Insider Trading” is trading (either buying or selling) securities of a company when you have material inside information about the company that is not part of the public domain. Insider trading is illegal and carries severe penalties. It is also illegal to pass on material inside information to anyone else, other than in the necessary course of business. This illegal action is known as “tipping”.

Information can be considered as material if:

• Public disclosure of the information would reasonably be expected to have a significant impact on the market price of the security. 
• It is likely that a reasonable investor would consider this information important in deciding whether to make an investment in a security or would view the information to have significantly impacted the total information about the security or the company that issued it.

Some common examples of material information include financial results, financial forecasts, possible mergers/acquisitions/divestitures, drill results, assay results, reserve calculations, new geological interpretations and major changes in business strategy.

Any Murgor Resources employee, officer or director that engages in insider trading or tipping is subject to dismissal (in the case of directors removal from the Board) and possible prosecution.

There may be situations where it is unclear if information is material, in these situations contact your immediate supervisor or the CEO for clarification. Even the appearance of an improper transaction must be avoided to prevent any potential risk to the company and/or the individual. When in doubt, it is important to err on the side of caution.

6.2 Trading Blackouts

There may be periods where the Murgor Administration sets trading black out periods to avoid the negative impact of the appearance of insider trading and tipping (i.e. during a drilling program).

6.3 Officers and Director Filing Obligations

The officers and directors of Murgor Resources that trade Murgor Resources shares (including stock options, grant and exercise) must be reported to System for Electronic Disclosure by Insiders (SEDI) within ten (10) days of the transaction. Failure to report within this 10 day period will result in a fine imposed by the applicable securities regulatory authorities. It is the responsibility of the officer or director of Murgor Resources to ensure that filing has been done. In order to ensure that insider trading reports are filed on a timely basis all approved transactions, once completed, must be reported immediately by the officer or director to the Murgor Resources Legal counsel who will co-ordinate and prepare the filing of the required insider trading reports.

7. Accounting

Accurate and reliable records are to be maintained to reflect all business transactions on a fair and timely basis in terms of the Generally Accepted Accounting Principles (GAAP) in order for Murgor Resources to meet its legal and financial obligations and to properly manage and report (internally and externally) on its affairs.

 8. Proprietary and Confidential Information

Through the course of typical operations and business employees, officers, directors, consultants, contractors and suppliers of Murgor Resources learn proprietary and confidential information about the company, its shareholders, suppliers, contractors, business partners and other third parties. Employees, officers, directors, consultants, contractors and suppliers of Murgor Resources are strictly prohibited from sharing or making personal use of this undisclosed information.

The employees, officers, directors, consultants, contractors and suppliers of Murgor Resources are obligated to advance the Corporation’s business interests. Employees, officers, directors, consultants, contractors and suppliers may not take for themselves (or direct to a 3rd party) a business opportunity discovered through the use of the Corporations property, information or position, unless the Corporation has already been offered the opportunity and turned it down in writing. Employees, officers, directors, consultants, contractors and suppliers are prohibited by this code from using corporate property, information or position to compete with the Corporation. As an example, if through drilling operations a targeted zone of interest is identified it is not permissible for an employee, officer, director, consultant, contractor and supplier either directly or through a third party to stake adjacent properties for themselves rather than for Murgor Resources. This is only permissible if the opportunity has been presented to Murgor Resources and has been declined in writing.

9. Discrimination

Unlawful discrimination and harassment of any kind is not tolerated at Murgor Resources. Employees can expect to have their dignity and rights honoured while under the employ of Murgor Resources. The employees, officers and directors will provide a work environment where individuals are treated with respect and are provided with equal opportunity based on merit.

10. Communications

10.1 General

Employees of Murgor Resources will provide complete, accurate, timely and courteous communications with all parties, both internal and external, with whom it conducts business – including shareholders, suppliers, contractors, government authorities and the public.

Field staff are often the first point of contact to the public and the communities in which Murgor Resources operates. This initial contact is extremely important to the overall success of Murgor Resources. Any questions concerns and comments raised by the public and the communities in which Murgor Resources is conducting business are considered priorities. It is essential that Murgor Resources employees treat the public and the communities in which they operate with an uncompromised level of respect and diligence. All questions and concerns raised by the public and the communities in which Murgor Resources operates must be forwarded immediately to the CEO.

10.2 Media

All media requests for information and comment must be directed to the CEO.

10.3 Public Disclosure

Information in Murgor Resources public communications including security commission filings and communications with shareholders must be accurate, fair and timely. Murgor Resource’s employees, officers and directors involved in these communications are strictly prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit material facts about the corporation to others. For a discussion of “material facts see section 6.0 (Trading of Shares).

11. Appropriate Use of the Internet and Software

While e-mail and internet systems are provided for business purposes, it is recognized that when in the field email is a logical form of communication to family members and friends. In relation to your company internet connection, do not download any data that is unprofessional or inappropriate for business use. Non-licensed software must not be installed on Murgor Resources computers.

Computer software licensed by Murgor Resources must not be illegally copied for personal or company use.

12. Drugs and Alcohol Impairment

There is zero tolerance for the consumption of illegal drugs while working in a Murgor office or on its field properties. At the company’s discretion there may be exploration camps that do not allow the consumption of alcohol at anytime. It is strictly forbidden at any time to be under the influence of alcohol or to consume alcohol while operating any of Murgor Resources equipment or vehicles. Non-compliance will result in automatic termination. Loss of license through impairment while not working for Murgor Resources and while driving a non-company vehicle may also result in termination of employment.