NGEX Resources Inc.

I. INTRODUCTION

NGEx Resources Inc., its direct and indirect subsidiaries and every joint venture managed by it (collectively, the "Corporation"), is committed to conducting its business in compliance with the law and the highest ethical standards. This Code of Business Conduct and Ethics ("Code") summarizes the standards that must guide the actions of the Corporation's directors, officers (including, our Chief Executive Officer and Chief Financial Officer), employees and consultants. All references to "Employees" in this Code include all employees, directors, officers and consultants of the Corporation).

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 the Corporation files with, or submits to, the securities regulators and in other public communications made by the Corporation;
• Compliance with applicable governmental laws, rules and regulations;
• The prompt internal reporting to an appropriate person or persons of violations of this Code;
• Accountability for adherence to this Code.

While covering a wide range of 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 the Corporation expects of its Employees. This Code should be read in conjunction with the Corporation's other corporate policies and procedures, including those related to corporate disclosure, insider trading, and the protection of confidential information.

II. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Corporation is strongly committed to conducting its business affairs with honesty and integrity and in full compliance with all laws, rules and regulations in the countries in which it operates. No Employee may commit an illegal or unethical act, or instruct or 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 his or her employment by or position with the Corporation.

III. INSIDER TRADING

All non-public information about the Corporation or its partners and associates or affiliates should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. If you have any questions, please consult the Chairman of the Corporation's Audit Committee.

IV. CONFLICTS OF INTEREST

All Employees have an obligation to act in the best interest of the Corporation. Any situation that presents an actual or potential conflict between an Employee's personal interests and the interests of the Corporation should be reported to the Chair of the Corporation's Audit Committee. Any Employee has a conflict of interest when his or her personal interests, relationships or activities, or those of a member of his or her immediate family, interfere or conflict, or even appear to interfere or conflict, with the Corporation's interests. A conflict of interest can arise when any Employee takes an action or has a personal interest that may adversely influence his or her objectivity or the exercise of sound, ethical business judgment. Conflicts of interest can also arise when any Employee, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position at the Corporation. No Employee should improperly benefit, directly or indirectly, from his or her status as director, officer or employee of the Corporation, or from any decision or action by the Corporation that he or she is in a position to influence. By way of example, a conflict of interest may arise if any director, officer or employee:

• Has a material personal interest in a transaction or agreement involving the Corporation;
• Accepts a gift, service, payment or other benefit (other than a nominal gift) from a competitor, supplier, or customer of the Corporation, or any entity or organization with which the Corporation does business or seeks or expects to do business;
• Lends to, borrows from, or has a material interest in a competitor, supplier, or customer of the Corporation, or any entity or organization with which the Corporation does business or seeks or expects to do business (other than routine investments in publicly traded companies);
• Knowingly competes with the Corporation or diverts a business opportunity from the Corporation;
• Serves as an officer, director, employee, consultant, or in any management capacity, in an entity or organization with which the Corporation does business or seeks or expects to do business (other than routine business involving immaterial amounts, in which the director, officer or employee has no decision-making or other role);
• Knowingly acquires, or seeks to acquire an interest in property (such as real estate, mineral rights, water rights, surface rights, securities, or other properties) where the Corporation has or might have, an interest or has a material interest in an entity or organization with which the Corporation does business or seeks or expects to do business; or
• Participates in a venture in which the Corporation has expressed an interest.

Employees are expected to use common sense and good judgment in deciding whether a potential conflict of interest may exist.

V. CONFIDENTIALITY OF CORPORATE INFORMATION

Employees must maintain the confidentiality of information entrusted to them by the Corporation or its partners and associates or affiliates, 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 the Corporation or its partners and associates or affiliates, if disclosed.

VI. FAIR DEALING WITH SECURITY HOLDERS, SUPPLIERS, AND COMPETITORS

Employees shall deal honestly, fairly and ethically with all of the Corporation's security holders, suppliers, and competitors. 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 the Corporation or any of its other Employees.

VII. PROTECTION AND PROPER USE OF CORPORATE ASSETS

Employees owe a duty to the Corporation to advance its legitimate interests when the opportunity to do so arises. All Employees should endeavour to protect the Corporation's assets and ensure their efficient use. Theft, carelessness and waste have a direct, negative impact on the Corporation's image and profitability. All of the Corporation's assets should only be used for legitimate business purposes.

Employees are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of the Corporation's property, information or position; and (b) using the Corporation's property, information, or position for personal gain. By way of example, the following types of activities are prohibited:

• Using the Corporation's assets for other business or personal endeavors; or
• Obtaining or seeking to obtain any personal benefit from the use or disclosure of information that is confidential or proprietary to the Corporation or from the use or disclosure of confidential or proprietary information about another entity acquired as a result of or in the course of his or her employment with the Corporation.

VIII. FINANCIAL REPORTING AND RECORDS

The Corporation is committed to providing information about the Corporation to the public in a manner that is consistent with all applicable legal and regulatory requirements and that promotes investor confidence by facilitating fair, orderly, and efficient behavior. The Corporation's reports and documents filed with or submitted to securities regulators in Canada and the Corporation's other public communications, must include full, fair, accurate, timely, and understandable disclosure. All Employees who are involved in the Corporation's disclosure process are responsible for using their best efforts to ensure that the Corporation meets such requirements. Employees are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit material information about the Corporation to others, including to the Corporation's independent auditors.

The Corporation 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, electronic, audio recording, microfiche and microfilm files whether maintained at work or at home. The Corporation prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where the Corporation 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.

I. COMPLIANCE WITH THIS CODE, WAIVERS AND REPORTING VIOLATIONS

It is the responsibility of all Employees to understand and comply with this Code. This Code will be provided to all new Employees on commencement of employment or service and whenever changes are made. The disclosure statement attached as Schedule "A" is to be completed and submitted to the Corporation's Corporate Secretary when you are hired or first elected or appointed to the board of directors. Thereafter you have the responsibility to ensure updated statements are submitted to the Corporate Secretary when a conflict of interest has arisen.

The Board of Directors is ultimately responsible, acting through the Audit Committee, for this Code and monitoring compliance with this Code. Any waivers of the provisions of this Code may be granted only by the Board of Directors, if such waiver is for the benefit of a director or senior officer of the Corporation and such waiver shall be disclosed as may be required under applicable securities laws. Waiver for all other Employees shall be granted exclusively by the Chief Executive Officer or any other Senior Officer as may be designated by the Audit Committee.

If you observe or become aware of an actual or potential violation of this Code or of any law or regulation, whether committed by the Corporation's Employees or by others associated with the Corporation, it is your responsibility to report the circumstances as outlined herein and to cooperate with any investigation by the Corporation. This Code is designed to provide an atmosphere of open communication for compliance issues and to ensure that Employees acting in good faith have the means to report actual or potential violations.

General Complaint Procedure

For assistance with compliance matters and to report actual or potential compliance infractions, Employees should contact the Corporate Secretary at NGEx Resources Inc., Suite 2101, 885 West Georgia Street, Vancouver, B.C. Canada V6C 3E8 or Chairman of the Audit Committee. You may submit reports of violations to this Code in writing on a confidential basis to the Corporate Secretary or Chairman of the Audit Committee in an envelope labeled with a legend such as "To be opened by the Corporate Secretary or Chairman of the Audit Committee only, being submitted pursuant to the Code of Business Conduct and Ethics".

The Chairman of the Audit Committee, Mr. William A. Rand, may be reached by any of the following methods:

Telephone:		(604) 687-5800
Email:
Post:		Confidential Employee Concerns Att: Mr. William A. Rand, Audit Committee Chairman NGEx Resources Inc. c/o Suite 2101, 885 West Georgia Street Vancouver, B.C. Canada V6C 3E8

You may also submit such confidential envelopes directly or via the Chief Executive Officer who shall pass it on forthwith to the Corporate Secretary or Chairman of the Audit Committee. Officers and directors who become aware of any violation to this Code should promptly report them to the Chairman of the Audit Committee or outside legal counsel openly or confidentially (in the manner described above).

Investigation

Following the receipt of any complaints submitted hereunder, the Audit Committee will address each matter so reported, and corrective and disciplinary actions will be taken, if appropriate. The Audit Committee shall determine the steps and procedures to be taken to address the complaint and whether an investigation is appropriate and, if so, what form such investigation should take (for example whether external investigators should be employed, the timing of such investigation and other such matters as are deemed appropriate in the circumstances).
Confidentiality

All complaints filed pursuant to this Policy will be addressed internally on a confidential basis. In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the complainant.

Safeguards Against Retaliation, Harassment or Victimization

The Corporation understands and acknowledges that an Employee's decision to report or raise a complaint can be a difficult one to make. Employees who raise serious concerns should have nothing to fear. The Corporation will not tolerate any retaliation, harassment or victimization (including informal pressures) and shall take appropriate action to protect Employees who raise any complaint under this Policy in good faith.

Retention of Records

The Corporate Secretary or the Chairman of the Audit Committee, as the case may be, will maintain a log of any reports and complaints, tracking their receipt, investigation and resolution, and will prepare a periodic summary report for the Audit Committee. If the reports or complaints require confidentiality, it will be assured to the extent permitted by applicable law. Records of any complaints shall be maintained by the Audit Committee or its designee for a period of at least 7 years.

As an alternative to the foregoing procedures, an Employee may follow the procedures established under the Corporation's Internal Alert Policy.

• Schedule A: Disclosure Statement