Code of Conduct


The Code of Business Conduct and Ethics (the "Code") has been adopted by the Board of Directors (the “Board”) of Northern Gold Mining Inc. (“Northern Gold” or the “Company”) and applies to directors, officers, employees, consultants and contractors (“Employees”) of the Company. This Code embodies the commitment of Northern Gold to conduct our business in accordance with all applicable laws, rules and regulations and high ethical standards.  The actions of all Northern Gold Employees shall reflect a level of honesty, integrity, and impartiality that is beyond doubt.  All business should be conducted in a manner that:

  • complies with applicable laws, rules, and regulations;
  • avoids conflicts of interest;
  • protects confidential information and adheres to appropriate disclosure practices, in accordance with the Company’s Disclosure Policy;

The Company encourages all Employees to submit good faith complaints or concerns regarding accounting or auditing matters to the Corporation without fear of reprisal. The Company’s Whistleblower Policy describes the procedure for reporting suspected issues in detail, and is provided to all Employees and posted on the Company website for public review.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination.  If a situation exists or arises where an Employee is in doubt, the Employee should seek the advice from the Chief Governance Officer of the Company or the Board-appointed Nominating and Corporate Governance Committee.

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 Employees must respect and obey the laws, rules, and regulations of the jurisdictions in which we operate.  Employees should educate themselves on the laws, rules and regulations that govern their work, and seek advice from supervisors, managers, or other appropriate individuals at the Company. 

Insider Trading Policy

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of Company business.  All material undisclosed information about Northern Gold (or about any other company) should be considered confidential information.  To use material undisclosed information for personal financial benefit or to "tip" others, including family members, who might make an investment decision on the basis of this information, is not only unethical but also illegal.  The Company has adopted an Insider Trading Policy in order to prevent improper trading of securities of Northern Gold and the improper communication of undisclosed material information regarding Northern Gold. All Employees are expected to thoroughly understand and comply with such policy.

Conflicts of Interest

All Employees have an obligation to act in the best interests of the Company at all times and in all situations.  Conflicts of interest can occur when an Employee has a private interest in the outcome of a decision or takes actions that make it difficult to perform his or her work objectively and effectively.  Conflicts of interest may also arise when an Employee (or immediate family member) receives improper personal benefits as a result of the position of such Employee with the Company.  Loans to or guarantees of obligations of Employees or their family members may create conflicts of interest.

Employees shall not engage in any outside work or business undertaking that interferes with the performance of their duties as Employees of the Company. Northern Gold respects the right of Employees to take part in financial, business, or other activities outside of their position with Northern Gold, however Employees are not permitted to serve as directors, officers, employees, contractors or consultants for a direct competitor or an actual or potential business partner of the Company without prior approval of the chairman of the Board.

Employees may not invest in or trade in shares of a direct competitor or an actual or potential business partner of Northern Gold where such investment or trading may influence or appear to influence business decisions or compromise independent judgment.  This prohibition does not apply to shares of a publicly traded company where such investment or trading relates to less than five percent of its issued shares.  However, investing or trading in Northern Gold’s competitors or business partners remains subject to applicable laws and regulations regarding insider trading, including prohibitions against trading while in possession of material undisclosed information regarding such companies, whether such information is gained in the course of employment with the Company or otherwise. 

If a conflict of interest exists, and there is no failure of good faith on the part of the Employee, Northern Gold’s policy generally will be to allow a reasonable amount of time for the Employee to correct the situation in order to prevent undue hardship or loss.  However, all decisions in this regard will be in the discretion of the chairman of the Board, whose primary concern in exercising such discretion will be the best interests of Northern Gold.

If you are aware of a conflict or potential conflict of interest, as an employee, consultant or contractor, you should bring the matter to the attention of a supervisor or manager.  If you are aware of a conflict or potential conflict as an officer or director, you should promptly bring the matter to the attention of the chairman of the Board, or the chairman of the Nominating and Corporate Governance Committee.


To avoid a breach of confidentiality, all Employees should maintain all confidential information in strict confidence except when disclosure is authorized by Northern Gold Mining Inc. or legally mandated.  Confidential information includes, among other things, any material undisclosed information concerning the Company including its business, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.  The obligation to keep information confidential also continues after your employment, office, or directorship with Northern Gold ends.

Corporate Opportunities

Employees are prohibited from taking for themselves personally, or for the benefit of others, opportunities that are discovered through the use of corporate property, information or position, except to the extent that a waiver has been granted under the provisions of this Code.  No Employee may use corporate property, information, or position for improper personal gain or for the improper personal gain of others, and no Employee may compete with the Company directly or indirectly.  Employees owe a duty to the Company to advance the Company’s interests when the opportunity to do so arises.

Protection and Proper Use of Company Assets

All Employees should protect the Company’s assets and ensure their efficient use, including protection from loss, damage, theft, misuse, and waste.  Company assets include: your time at work and work product, Company equipment, vehicles, computers, software, trading and bank accounts, Company information, reputation, trademarks and name.  Northern Gold’s telephone, email, voicemail, and other electronic systems are primarily for business purposes.  Personal communications should be kept to a minimum.  Unauthorized use or distribution of this information is a violation of Company policy.  It is also illegal and could result in civil or criminal penalties.

Competition and Fair Dealing

Each Employee should endeavor to deal fairly with Northern Gold’s counterparties, suppliers, competitors, and employees.  Northern Gold seeks to outperform its competition in a fair and honest manner.  No Employee should take unfair advantage of anyone through unlawful manipulation or concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.  Each Employee is required to maintain impartial relationships with Company suppliers and customers.  Any gifts provided to any Employee or received by any supplier of the Company must not be exceed $500 in value. Acceptance of any gifts in excess of this amount must be approved in advance by the chairman of the Board.

Employee Harassment and Discrimination

The Company is committed to fair employment practices in which all individuals are treated with dignity and respect.  The Company will not tolerate any type of illegal discrimination or harassment.  Northern Gold expects that all relationships among persons in the workplace will be professional and free of bias and harassment.

Environmental, Safety, and Occupational Health Practices

Northern Gold believes that sound environmental, safety, and occupational health management practices are in the best interests of the Company and all of its stakeholders, including the communities in which it operates.  Northern Gold is committed to conducting its business in accordance with recognized industry standards and to meeting or exceeding all applicable environmental and occupational health and safety laws and regulations.  Achieving this goal is the responsibility of all Employees. The Company has developed a Health and Safety Policy which is made available to all employees.

Waivers of the Code

From time to time, Northern Gold may waive certain provisions of this code.  Waivers generally may only be granted by the chairman of the Board, however any waiver of the provisions of this Code for officers or directors may be made only by the Board or a committee of the Board, and will be disclosed to shareholders as required by applicable rules and regulations.


This Policy was approved by the Board (August 2011).
Reviewed, amended and re-approved by the Board (May 2012).