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CENTURY MINING CORPORATION BUSINESS CONDUCT GUIDELINES

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Responsibilities

I. Prohibited Payments

Unlawful Use of Funds or Assets

The use of Century funds or assets for any unlawful purpose is strictly prohibited. Century’s policy is to comply with all applicable laws and regulations. When laws and regulations are ambiguous or difficult to interpret, Employees must seek advice in order to assure compliance.

Payments to Government Officials or Employees

Payments of corporate, subsidiary or personal funds or anything else of value may not be made to a government official, government employee, political party or political candidate in order to obtain or retain business for Century, or to direct business to any other person. Indirect payments of this kind through a third person, such as a sales representative, distributor or consultant, must not be authorized. There is no country in which Century does business that officially sanctions bribery of government or political officials, and it is Century’s policy not to engage in such violations of foreign law even if local business practices seem to ignore the law. The Act also prohibits any payment to a third party if Century or its Employee knows or is substantially certain that all or any portion of the payment will be used for any such payment to a foreign government official or government employee, or political party or political candidate.

Commercial Bribery

In addition to Century’s prohibition on payments to government officials, bribes, kickbacks, and like payments or gratuities to persons who are not government officials or government employees to obtain or retain business, or direct it to any other person, are also prohibited, whether made directly or through an intermediary.

Proper Accounting

All Company records must accurately reflect and properly describe the transaction they record. At no time should an invoice or other purchase or sales document be falsified. All assets, liabilities, revenues, and expenses of the Company shall be recorded in the regular books of the Company.

Responsibility for Enforcement

Managers shall be responsible for the enforcement of and compliance with this Policy, including distribution to ensure Employee knowledge and compliance.

Questions

Any Employee who has any question regarding this policy or its application should discuss the matter with his or her manager.

Reporting Violations

Any Employee who has knowledge of a violation shall immediately report it directly to the Employee’s manager or to a Century senior manager.

II. Disclosure of Corporate Information and Insider Trading

Purpose

The Guidelines in this section are intended to provide an outline of the legal obligations of Century and its Employees with respect to the disclosure of “material” corporate information, and with respect to “Insider” trading in Century securities by employees and their associates. It is the policy of Century that it and its Employees will comply with such legal obligations.

Insider Disclosure and Trading

The standards which have been applied on “insider” disclosure and trading are:

“Insider” defined

An “Insider” includes not only directors and officers, but also anyone who possesses material information on a corporation’s affairs that have not been disclosed to the public.

“Century Securities” defined

As used in these Guidelines, the term “Century Securities” includes not only its common shares, debentures, notes but also includes installment receipts and options, puts, and calls relating to those shares and any other derivative security.

“Materiality” defined

Information which can reasonably be expected to affect the market value of a corporation’s securities or to influence investor decisions respecting securities transactions is generally considered “material”. Examples of specific events which may involve material inside information would include annual and quarterly earnings reports, dividend announcements, acquisitions, divestitures, mergers, tender offers, stock splits and major management changes. News of major contract awards, expansion plans and discoveries (including mineral discoveries) may fall into the same category.

Insiders Must Abstain from Trading Until Disclosure

Anyone in possession of material information that has not been disclosed to the public must abstain from trading in or recommending purchase or sale of Century’s Securities until such inside information has reached the investment community through properly authorized corporate procedures. This restriction also applies to trading in securities of any other company obtained in connection with a person’s employment with Century.

Liability for Trading

If insiders trade in Century Securities while material information remains undisclosed, they are subject to liability to buyers or sellers of such securities. Under the applicable legislation the regulatory authorities may also seek a civil liability of up to two times the profit gained or loss avoided, and other civil and criminal liability may ensue. In the case of officers or directors of Century, even if they do not themselves possess inside information, they should, before effecting a purchase or sale of Company securities, ask Century’s management whether there are any important developments pending and, if so, refrain from trading if they are not disclosed.

Liability for Tipping

Insiders who give material information to another who then trades while such information remains undisclosed may be subject to liability for the profits derived by the “tippee” from the transaction.

Acceptance of Stock Options Without Disclosure

Insiders who accept the grant of a new stock option or any other right to purchase or receive stock of Century without disclosing any material information they possess to the Board of Directors may be required to surrender such options and/or rights. However, the exercise of a previously granted stock option or stock right under such circumstances is permissible because the price and/or number of shares was previously determined.

Trading Window

In addition to the prohibitions imposed by law, Employees that are Insiders of Century are prohibited by Company policy from trading in Century Securities except during the period (or “Trading Window”) that “opens” on the third “(3rd) trading day following the release of quarterly or year-end financial results and “closes” at the end of the last trading day of the fiscal quarter. This window also closes upon the occurrence or likely occurrence of a material event and opens again two (2) trading days following any major announcement in a press release. Trading outside the Trading Window is strictly prohibited in all but the most exceptional circumstances. An insider will be allowed to trade outside the Trading Window only with the written permission of the Chief Financial Officer, or in his or her absence, the President. Such permission may be granted to an insider if all the following conditions are met:

  • the Insider faces a personal financial emergency and cannot wait for the next Trading Window;

  • the market expectations of the unreleased results are realistic; and

  • there is no material undisclosed fact or change about Century, known or unknown to the Insider.

Century’s fiscal quarters end on March 31, June 30, September 30 and December 31. Quarterly results are typically released on or about the 75th business day of the end of the quarter. Annual results are typically released on or about April 25. The specific dates for each Trading Window are available from Chief Financial Officer of Century. It is each Insider’s responsibility to know of and follow Trading Window restrictions.

Canadian Guidelines for Insider Reporting and Trading

Directors and senior officers of Century and its subsidiaries should consult the Trading of Century Mining Corporation Securities by Insiders Policy (1-9-04) with respect to their Canadian obligations. A copy is available from the Investor Relations Department.

Century’s Disclosure Obligations:

Accuracy and Completeness of News Releases

Century, if it issues misleading statements, or statements that are so incomplete as to mislead, may be liable to investors who buy or sell in reliance on such information (or lack of it) for their losses. Any new release should be accurate, and there should be no material omissions. A summary of the specific facts on a matter should be given, and ambiguous general statements should be avoided. Projections of financial data should be soundly based, appropriately qualified, conservative, and factual.

Timing and Manner of Release of Information

Century’s policy is to release publicly important corporate data at the earliest appropriate time consistent with its best interests in maintaining the confidentiality of certain information before final decisions are made, and avoiding endangering Century’s goals or providing information helpful to a competitor.

Where it is possible to confine formal or informal discussions of important developments to a small group of the management of Century and its confidential advisors (e.g. business appraisers, investment bankers, engineering and investor relations consultants, bankers, accountants, lawyers) where adequate security can be maintained, premature public announcement of confidential information may properly be avoided. At the point where adequate security cannot be maintained, because of disclosure to outsiders, for example, or where a final decision has been made and a valid corporate purpose for keeping the information confidential has passed, information normally should be given to the wire services and media for immediate release to the public. Any public rumors of a significant development or occurrence should promptly be brought to the attention of management since the existence of such rumors, whether true or false, may require affirmative action by Century. Any release of information that could reasonably be expected to have an impact on the market for Century Securities may be released only through the Vice President of Investor Relations or the Chief Executive Officer.

Maintenance of Confidentiality

Except for disclosures that have been properly authorized, it is the responsibility of all Employees to maintain the confidentiality of information about Century. Employees should refer all outside inquiries regarding Century, whether from the media, a governmental agency or otherwise, to Century’s Vice President of Investor Relations or CEO.

III. Conflict of Interest

Century respects the privacy of every Employee in the conduct of his or her personal affairs. However, it is the policy of Century that except where approval is required and has been given, no Employee shall engage in any of the following on-or off-the-job actual or potential conflicts with Century.

  1. Unless given express prior written approval:

  • Employees shall not conduct Century business for personal benefit or with relatives (anyone related by blood or marriage), or unfairly use or dispose of Company assets;

  • Employees shall not be employed by or serve as a consultant to any other firm or person (including self-employment) if such firm or person is a competitor or a supplier of Century (or actively planning to become one);

  • Neither an Employee nor any member of his or her immediate family shall hold a significant financial interest in any business known to be (or known by the Employee to be actively planning to become) a competitor, supplier, or supplier to a Century supplier.

  1. Employees shall not:

  • Run a personal business on Company time or with Company assets; or

  • Be employed by or serve as a consultant to any other firm or person (including self employment) or engage in any other activity, if such activity affects job performance or encroaches on time or attention that should be devoted to Century’s affairs.

  1.  Neither an Employee nor any member of his or her immediate family shall accept membership on the Board of Directors of any competitor or supplier of material or services to Century or serve as a consultant or adviser to any such Board of Directors or to the management of such firm or person, unless such activity, relationship or interest has been disclosed by the Employee in writing to the Employee’s department head and written approval has been obtained. Any Employee who has been refused approval of any activity, relationship or interest may obtain review of the matter upon request.

  2. No Employee shall (a) borrow money from, or accept gifts, preferential treatment or favors that place the Employee or a member of his or her immediate family under a stated or implied obligation to a competitor or supplier of Century, (b) acquire an interest in a firm with which Century, to the Employee’s knowledge, is negotiating or contemplating negotiations for a merger, acquisition or joint venture, or (c) disclose or use for personal advantage confidential information gained by reason of employment by Century.

If there is any doubt as to the application of this conflict of interest policy to a specific activity, relationship, interest or transaction, either actual or proposed, an Employee should bring the matter to the attention of his or her department head for clarification. Sensitive or difficult questions may, after consultation with senior management, be referred by the department head to Century’s outside counsel. All such questions will be handled promptly and in confidence.

IV. Environmental Laws

Century’s basic policy is expressed in its Code of Ethics. Century will continue to identify and comply with all national and local laws that affect its operations. It will also participate as appropriate in the various relevant ongoing dialogues relating to health and environment. Century will develop and keep current an environmental policy and management system appropriate for its assets.

V. Government Investigations

Government investigations of corporations are often pursued by direct contact with Employees, both at and away from work. Century will cooperate with government investigations, but it is important – and it is Century’s basic right in most countries – to determine how it will respond to any particular inquiry. If an Employee is contacted by a law enforcement official or investigator about a Century matter, four basic subjects should be kept in mind:

Coordinate with Century

Most individual Employees are not authorized to act as spokespersons for Century in legal matters or investigations. Instead, Employees should refer the investigator to a member of management and promptly contact both their supervisor or other responsible manager to report the nature and circumstances of the inquiry.

Discussions with Investigators

In the United States, Canada, and many other countries, government investigators are not entitled to insist that an Employee speak with them, or threaten the Employee if he or she refuses. Except in circumstances in which specific Century policy has been established authorizing such contact. Century requires that Employees contact a member of management before speaking with a government investigator. Private investigators are never authorized to require an Employee to speak to them, and Employees are not authorized to do so about Century business without prior authorization. Regardless of the interview circumstances, however, Employees should remember that (1) if they speak with an investigator they should speak truthfully and may be prosecuted for false statement, and (2) they are not authorized by Century to reveal confidential, privileged or proprietary Century information, files or documents without Century’s specific consent.

Verify the Investigator’s Authority

Law enforcement officials and non-government people – such as journalists, special interest groups and private investigators – may from time to time have an interest in questioning Employees, sometimes with an aggressive style or under surprise or emergency circumstances. Employees are entitled to a clear statement of evidence (such as agency badge or I.D. card) of an investigator’s law enforcement status. Employees should ask for a clear statement of the nature, subject matter and purpose of the inquiry.

Century Documents

All Century files and documents of any kind (including computer files and documents) that Employees have at home or work or elsewhere are the property of Century. Under circumstances of an investigation, Employees should take care to preserve any Century files or document in their custody. Specific advance authorization from a supervisor is required before turning over any files or documents to an investigator. One exception is that an Employee need not resist a search warrant or other similar order, and should not interfere with any law enforcement officer who has one. Any such search should be reported immediately to senior management.

 

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