AXIOM EXPLORATION GROUP LTD. (“AXIOM”) CODE OF BUSINESS CONDUCT AND ETHICS

1. Introduction

Axiom’s Code of Business Conduct and Ethics (the “Code”) reflects our commitment to a culture of honesty, integrity and accountability and outlines basic principles and policies with which all officers, employees and employee-type contractors of Axiom are expected to comply.
References in this Code to Axiom or the Company means Axiom or any of its umbrellas or subsidiaries. This Code applies to all employees of Axiom, where any reference to “employees” includes all officers, employees and employee-type contractors (as determined by Axiom’s management).
Axiom is committed to conducting its business in compliance with the law and the highest possible ethical standards. This Code summarizes the standards that must guide the actions of Axiom’s employees.
This Code sets out written standards that are designed to deter wrongdoing and to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• Full, fair, accurate, timely and understandable disclosure in reports and documents that Axiom files with, or submits to, any applicable regulatory bodies and in any other public communications made by Axiom;
• Compliance with all applicable governmental laws, rules and regulations;
• The prompt internal reporting to an appropriate person or persons of violations of this Code; and
• Accountability for adherence to this Code

While covering a wide range of business practices and procedures, this Code cannot and does not cover every issue that may arise, or every situation in which ethical decisions must be made, but rather sets forth key guiding principles of business conduct that Axiom expects of all its employees. This Code should be read in conjunction with Axiom’s other company policies and procedures, including those related to the protection of confidential information.

2. Compliance with Laws, Rules, and Regulations

Axiom is strongly committed to conducting its business affairs with honesty and integrity and in full compliance with all applicable laws, rules, and regulations. No employee may commit an illegal or unethical act, or instruct/authorize others to do so, for any reason, in connection with any act, decision or activity that is or may appear to be related to their employment by or position with Axiom.

3. Conflicts of Interest

All employees have an obligation to act in the best interest of Axiom. Any situation that presents an actual or potential conflict between an employee’s personal interests and the interests of Axiom should be reported immediately to the Chief Executive Officer of the Company. Any employee has a conflict of interest when their personal interests, relationships or activities, or those of a member of their immediate family, interfere or conflict, or even appear to interfere or conflict, with Axiom’s interests or the interests of Axiom’s clientele. A conflict of interest can arise when any employee takes an action or has a personal interest that may adversely influence their objectivity or the exercise of sound, ethical business judgment. Conflicts of interest can also arise when any employee, or a member of their immediate family, receives improper personal benefits as a result of their position at Axiom. No employee should improperly benefit, directly or indirectly, from their status with Axiom, or from any decision or action by Axiom where they are able to influence such decision or action.
It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interests should be reported immediately to an employee’s immediate supervisor or Axiom’s Chief Executive Officer.

4. Protection and Proper Use of Company Assets

All employees should endeavour to protect the Company's tangible and intangible assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Axiom’s profitability and future business. Any suspected incidents of fraud or theft should be immediately reported for investigation.
Company assets, such as funds, supplies, equipment or computers, may only be used for legitimate business purposes or other purposes approved by management. Company assets may never be used for illegal purposes.
The obligation to protect Axiom’s assets includes proprietary information. Proprietary information includes any information that is not generally known to the public or would be helpful to our competitors. Examples of proprietary information include intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data or reports. Unauthorized use or distribution of this information is a violation of Company policy. It may also be illegal and may result in civil and criminal penalties. The obligation to preserve proprietary information continues even after an employee’s relationship with Axiom terminates.

5. Confidentiality of Company Information

Employees must maintain the confidentiality of information entrusted to them by Axiom or its customers, clientele, advisors and/or service providers, except when disclosure is authorized or legally mandated.
Confidential information includes all non-public information that might be of use to competitors or might be harmful to Axiom or its partners and associates, if disclosed. This obligation to preserve confidential information continues even after an employee’s relationship with Axiom terminates.

6. Fair dealing with Axiom’s Shareholders, Stakeholders, Customers, Clients, Competitors, Suppliers and Employees

Employees shall deal honestly, fairly and ethically with all of Axiom’s shareholders, stakeholders, customers, clients, competitors, suppliers and fellow employees. In all such dealings, employees shall comply with all laws, rules and regulations and not take any actions that would bring into question the integrity of Axiom or any of its employees.

7. Quality of Public Disclosure

Axiom is committed to providing information about Axiom to the public in a manner that is consistent with all applicable legal and regulatory requirements and that promotes confidence by facilitating fair, orderly, and efficient behaviour. Axiom’s reports and documents filed with or submitted to regulatory bodies in Canada, and Axiom’s other public communications, must include full, fair, accurate, timely, and understandable disclosure. All employees who are involved in Axiom’s disclosure process are responsible for using their best efforts to ensure that Axiom meets such requirements. Employees are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit material information about Axiom to others, including to Axiom’s independent auditors.
Axiom 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 and communications, including hard copy and electronic wherever records are maintained. Axiom prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where Axiom is required by law or government regulation to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records.

8. Health and Safety

Axiom is committed to making the work environment safe, secure and healthy for its employees and all others. Axiom complies with all applicable laws and regulations relating to the protection of health, safety and the environment in the workplace.
Axiom expects each employee to promote a positive working environment for all and to comply with Axiom’s policies concerning environmental, health and safety matters. An employee should immediately report any unsafe or hazardous conditions or materials, injuries and accidents connected with Axiom’s business and any activity that compromises their security or wellbeing to their immediate supervisor. No employee shall work under the influence of any substances that would impair their judgement or the safety of themselves or others. All threats or acts of physical violence or intimidation are prohibited.

9. Respect for Our Employees

Axiom's employment decisions will be based on reasons related to its business, such as job performance, individual skills and talents, and other business-related factors.
Axiom requires adherence to all applicable federal, provincial and state employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, Axiom prohibits discrimination in any aspect of employment based on race, color, religion, sex, national origin, disability or age, within the meaning of applicable laws.

12. Compliance with This Code and Reporting of Any Illegal or Unethical Behaviour

Employees are expected to comply with all provisions of this Code. This Code will be strictly enforced, and violations will be dealt with immediately, including subjecting the employee to corrective and/or disciplinary action, including without limitation, dismissal or termination.

Situations that may involve a violation of ethics, laws, or this Code may not always be clear and may in some cases require difficult judgment.

Employees who have concerns or questions about violations of laws, rules or regulations, or of this Code, should report them to their immediate supervisor. If the concerns involve accounting, internal controls and auditing matters, such concerns may also be reported by employees on a confidential and anonymous basis to the Chief Executive Officer.

Following receipt of any complaints submitted hereunder, the case will be investigated as reported and a final report will be made to the collective shareholder partnership of Axiom Asset Management (the “Partnership”). The Partnership will have primary authority and responsibility for the enforcement of this Code.

Axiom encourages all officers and employees to report promptly any suspected violation of this Code to the Chief Executive Officer. Axiom will tolerate no retaliation for reports or complaints regarding suspected violations of this Code that were made in good faith.

Open communication of issues and concerns without fear of retribution or retaliation is vital to the successful implementation of this Code. Axiom will take such disciplinary or preventive action as it deems appropriate to address any violations of this Code that are brought to its attention.

13. Affirmation by Directors and Management

This Code will be circulated to all employees of Axiom on an annual basis and whenever changes are made. New directors, officers and employees will be provided with a copy of this Code.