The Board of Directors of Golden Arrow Resources
Corporation (the "Company" or "Golden Arrow") has adopted a Code of
Business Conduct and Ethics (the "Code") that outlines the Company's
values and its commitment to ethical business practices in every
business transaction. Acting with integrity, honesty and in good faith
with respect to what is in the best interests of the Company's
stakeholders is fundamental to the Company's reputation, together with
ensuring the safety and well-being of its personnel, protecting the
environment, and supporting the communities in which it operates. The
directors, officers, employees of the Company, management company
employees, those who provide services to the Company, its wholly owned
subsidiaries (also referred to herein as "Company Personnel") must be
committed to upholding these responsibilities in all facets of the
Company's day to day operations.
In addition, Company Personnel and persons or companies related to or
controlled by same are expected to act in accordance with applicable
laws and with the highest standards of ethical and professional
behaviour. Company Personnel must understand and adhere to the Code and
the Company's other corporate policies. By adopting and enforcing the
Code and the other policies, the directors will provide an ethical
environment to flow through the Company -- "tone at the top" is created
with clear communication of expectations from corporate executives,
accompanied by congruent behavior throughout the Company. These
policies include, but are not limited to, the Company's (a) Corporate
Disclosure and Insider Trading Policy; and (b ) Whistle-Blower Policy.
The Directors shall notify Company Personnel of the existence of the
Code and its existence in both hard and electronic copies. Company
Personnel shall initial receipt of the letters to indicate that they
have received, or have access to the Code.
Failure to comply with the Code, and the rules and procedures outlined
in the Company's corporate policies may result in discipline, suspension
or dismissal of any Company Personnel. The Company may also be required
by law to report material violations of securities legislation to the
1. Conflicts of Interest
All Company Personnel have a duty to act in the best interests of the
Company. A "conflict of interest" takes place when an individual's
private interest improperly takes precedent over the interests of the
Company or interferes, or appears to interfere, with the interests of
the Company. Company Personnel should avoid conflicts of interest, and
in no circumstances may use their position at the Company to obtain any
improper personal benefit.
The Company respects the right of Company Personnel to take part in
business and other activities outside of their Company obligations.
These activities, however, must not conflict with their responsibilities
as Company directors, officers, employees and service providers.
Company Personnel must not serve as directors, officers, employees or
consultants for a competitor, or an actual or potential business partner
of the Company, without written approval of the Board of Directors.
If a conflict of interest exists, and there is no failure of good faith
on the part of the Company Personnel, the Company's policy generally
will be to allow a reasonable amount of time for the director, officer,
employee or service provider to correct the situation in order to
prevent undue hardship or loss. However, all decisions in this regard
will be at the discretion of the Board of Directors, whose primary
concern in exercising such discretion will be the best interests of the
2. Protection and Proper Use of Company Assets and Opportunities
All Company Personnel should protect the Company's assets and ensure
their efficient use. Company assets include time at work and work
product, as well as the Company's equipment and vehicles, computers and
software, trading and bank accounts, Company information and the
Company's reputation, trademarks and name. The Company's telephone,
email, voicemail and other electronic systems are primarily for business
purposes. Personal communications using these systems must be
3. Information Systems
The Company's electronic communications systems are Company resources
and all electronic communications are regarded as Company records. The
Company does not guarantee the privacy of electronic communications or
information stored on Company systems. This material may be accessed
through activities such as the maintenance of mail systems and computer
Company Personnel owe a duty to the Company to not act in any way
contrary to the Company's legitimate interests. Company Personnel are
prohibited from (a) taking for themselves personal opportunities that
are discovered through the use of corporate property, information or
position, unless the Board of Directors of the Company has already been
offered the opportunity and declined it; (b) using corporate property,
information, or position for personal gain without disclosure to and
approval by the Board of Directors; and (c) without the knowledge and
consent of the Board of Directors competing with the Company.
Company Personnel should maintain all confidential information in strict
confidence, except when disclosure is authorized by the Company or
legally mandated. The obligation to safeguard the Company's
confidential information continues after the engagement or directorship
with the Company has ended. The Company's policy on maintaining
confidentiality is set forth in the Company's Corporate Disclosure and
Insider Trading Policy.
5. Fair Dealing
Company Personnel should endeavor to deal fairly with the Company's
counterparties, suppliers, competitors and employees. No director,
officer, employee or service provider may take unfair personal advantage
of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other
6. Harassment or Discrimination
The Company is committed to fair employment practices and a workplace in
which all individuals are treated with dignity and respect. The Company
will not tolerate or condone any type of discrimination prohibited by
law. The Company expects that all relationships among persons in the
workplace will be professional and free of bias and harassment.
7. Public Disclosure
The Company, through news releases, website content, and filings with
securities regulatory authorities, is committed to providing timely,
factual and accurate disclosure of material information about the
Company to its shareholders, the financial community and the public.
The Company's policy governing public disclosure is set forth in the
Company's Corporate Disclosure and Insider Trading Policy. Company
Personnel involved in the Company's disclosure process are responsible
for acting in furtherance of such policies. It is important that they
thoroughly understand and comply with them.
8. Compliance with Laws, Rules and Regulations
The Company is committed to compliance with all applicable laws, rules,
and regulations in each jurisdiction in which it does business. All
Company Personnel are expected to obey those laws, rules, and
regulations in each jurisdiction. Company Personnel should educate
themselves on the laws, rules, and regulations that govern their work
and, if uncertain, should seek the assistance of their supervisor or
It is unlawful under the Corruption of Foreign Public Officials Act to
make payments to foreign officials for the purpose of obtaining or
retaining business for, or with, or directing business to, any one
person. The Company's representatives may encounter particular pressure
to make such payments in countries where extraordinary competition
exists for mining opportunities and should be particularly vigilant not
to be tempted by assertions that such practices are common or condoned
in that country. Examples of improper payments include gifts, tips or
other monetary amounts not required by law, providing entertainment, and
sponsoring government travel. If an individual is uncertain that any
conduct or proposed conduct is appropriate, they should discuss the
matter with their supervisor or department head.
9. Political Contributions and Activities
The Company must maintain a position of impartiality with respect to
national, regional, or local politics. As a result, the Company does not
contribute funds to any political party, politician, or candidate for
public office in any country. The Company may contribute information to
the public debate of policy issues that affect the Company in the
countries in which it operates, such as discussing relevant issues with
government officials or providing written advice about the likely impact
of proposed policies on the Company. At times, attendance at events
hosted by a political party may be required for briefing purposes. The
Board of Directors must be consulted if in doubt about whether
attendance at a function would compromise the Company's impartiality.
10. Management Overrides
The Company acknowledges that, from time to time, extenuating
circumstances may arise, in which Company policies or procedures cannot
be fully followed. Not every instance in which a policy is overridden or
an exception to policy is taken will constitute a breach of the Code.
Company Personnel directed by a Manager or Supervisor to depart from a
Company policy and believes that the direction might constitute a
violation of the Company's Code of Business Conduct and Ethics or who
has concerns about accounting, internal controls and auditing matters
should report the matter as a possible to the Chief Financial Officer.
Where it is inappropriate to report the matter to the Chief Financial
Officer, or where confidentiality is required, the matter should be
reported to the President.
Company Personnel are expected to take all responsible steps to prevent a
violation of the Code; to identify and raise potential issues before
they lead to problems; and to seek additional guidance when necessary.
If Company Personnel have any questions regarding the best course of
action in a particular situation, or if they suspect a possible
violation of a law, of a regulation or of the Code, by any director,
officer, employee or service provider, they should follow the guidance
provided in the Whistle-Blower Policy, as explained below.
In the case of accounting, internal accounting controls or auditing
matters, Company Personnel should promptly contact the Chief Financial
Officer, the Audit Committee, or, if necessary, the Board of Directors.
If Company Personnel prefer to report any suspected Code violations
anonymously, including concerns regarding accounting, internal
accounting controls, and other auditing matters, or if any of the
persons to whom they have reported these circumstances has not, in their
view, responded appropriately, the Company has established a
Whistle-Blower Policy, which is available on the Company's web site (
Alternatively, a copy of the Whistle-Blower Policy can be provided by
submitting a request to the Chief Financial Officer in Vancouver.
Golden Arrow may waive certain provisions of the Code. Waivers may be
granted only formally by the Board of Directors by way of Directors'
Resolution, and disclosed to shareholders, as appropriate.
Adopted by the Board of Directors of Golden Arrow Resources Corporation April 2006; amended May 2011.