The Company's Corporate Governance includes a 'Code of Conduct' and 'Complaint Procedures for Reportable Activities' (both of which are also set out below):

DIRECTOR, OFFICER AND EMPLOYEE CODE OF CONDUCT







(the “Company”)

1. Preamble

This code of conduct (“Code”) provides general guidance on the conduct expected of directors, officers and employees of the Company.  Each director, officer and employee is expected to be familiar with and to adhere to the provisions of this Code. Each director, officer and employee must also recognize that this Code simply provides general guidance and is not a substitute for good judgment. Generally, this Code is designed to promote the following:

§  Awareness of areas of ethical risk;

§  Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

§  A culture of honesty and accountability;

§  Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files or submits to regulators and in other public communications made by the Company;

§  Compliance with applicable governmental laws, rules, regulations and Company policies; and

§  Prompt internal reporting to an appropriate person of violations of the Code.

2. Compliance with Law

The Company expects all directors, officers and employees to comply with all applicable laws, rules and regulations and to be able to recognize potential liabilities, seeking legal advice where appropriate.

In particular, all directors, officers and employees shall comply with laws, rules and regulations prohibiting insider trading. Insider trading is both unethical and illegal and will be dealt with decisively.

The Company expects all directors, officers and employees to comply with this Code and all other Company policies. Directors, officers and employees must not only comply with the requirements of applicable laws, rules, regulations, policies and this Code, they must ensure that their actions do not give the appearance of violating this Code or indicate a casual attitude towards compliance with laws, rules, regulations, policies and this Code.

If there are any doubts as to whether a course of action is proper or about the application or interpretation of any legal requirement, directors, officers and employees should discuss it with the Company’s Secretary (the “Secretary”).

3. Disclosure of Information

It is the Company’s policy to make full, timely and complete disclosure of important information concerning the activities of the Company.

Except as required by law, the Company will not disclose confidential information, which includes all non-public information that might be of use to competitors or harmful to the Company or its customers, if disclosed. Confidential information is not to be disclosed by any director, officer or employee unless such disclosure is properly authorized or legally mandated. Questions regarding the appropriateness of disclosing particular information should be discussed with the Secretary.

4. Accounting Records and Practices

The Company’s books and records will reflect, in an accurate and timely manner, all Company transactions. In particular, all funds and assets will be properly recorded.

5. Prohibited Payments

Directors, officers and employees are prohibited from paying or accepting any bribe, kickback or any other unlawful payment or benefit to secure any concession, contract or any other favourable treatment. Directors, officers and employees will report any such attempted actions in accordance with Clause 14 of this Code.

6. Fair Dealing

Each director, officer and employee shall endeavour to deal fairly with the Company’s customers, suppliers, competitors and employees. No director, officer and employee is permitted to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

7. Conflicts of Interest

A conflict of interest occurs when an individual’s private interest interferes in any way – or even appears to interfere – with the interests of the Company as a whole. A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his / her Company work objectively and effectively. Conflicts of interest also arise when a director, officer or employee, or a member of his / her family, receives improper personal benefits as a result of his / her position in the Company. Loans to, or guarantees of obligations of, such persons are of special concern.

Conflicts of interest are prohibited. Every director, officer and employee must avoid any conflict of interest. Every director, officer and employee shall disclose all circumstances that constitute an actual or apparent conflict of interest. Disclosure shall be made, in the case of directors and officers, to the board of directors, and in the case of employees, to the CEO. When in doubt about whether a conflict of interest exists, directors, officers and employees should discuss the issue with the Secretary.

Directors, officers or employees who find themselves in a conflict of interest must abstain from voting or taking any other action that may impact the outcome of the activity or business transaction in question. Full disclosure enables directors, officers and employees to resolve unclear situations and gives an opportunity to dispose of or appropriately address conflicts of interest before any difficulty arises. However, if the board of directors determines that a potential conflict cannot be cured, the individual will resign from the board, if a director, or from their position with the Company, if an officer or employee.

Where necessary, an employee, officer or director may refer an individual situation to the CEO or if he / she feels unable to discuss this with the CEO then to the Company’s Chairman (the “Chairman”), who may recommend actions needed to eliminate or address a conflict of interest.


8. Corporate Opportunities

Directors, officers and employees are prohibited from: (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position; (b) using corporate property, information of position for personal gain; and (c) competing with the Company. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

9. Use of Company Property

The Company assets must not be misappropriated for personal use by directors, officers or employees.

Directors, officers and employees shall protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.

10. Safety and Environmental Protection

Safety and environmental protection are fundamental values of the Company and every director, officer and employee has a role in ensuring the Company’s operations comply with safety and environmental legislation and standards.

Each director, officer and employee is responsible for taking all prudent precautions in every activity to ensure both personal safety and the safety of others.


11. Fundamental Rights

The Company is committed to providing all employees a workplace that respects their basic human rights. Each director, officer and employee at the Company has the right to work in an environment that is free from discrimination and harassment, including sexual harassment. Every director, officer and employee is responsible for taking all reasonable precautions not to demonstrate behaviour that can be reasonably construed as discrimination or harassment.

The Company will take every incident of harassment or discrimination very seriously and any director, officer or employee that is found to have engaged in conduct constituting discrimination or harassment will be disciplined and, in appropriate circumstances, dismissed or removed from office.

The Company encourages reporting of all incidents of discrimination and harassment. Every employee has the right to pursue a complaint without reprisal, retaliation or threat of either, for doing so.


12. Responsibility

Each director, officer and employee must be familiar with and adhere to the provisions of this Code and to the standards set out in the applicable policies of the Company.

Failure to adhere to this Code may lead to disciplinary action, including dismissal or removal from office in appropriate circumstances.


13. Where to Seek Clarification

Directors and officers should refer questions relating to this Code or its application to a particular situation to the Secretary.

Employees should refer questions relating to this Code or its application to a particular situation to their immediate manager. If the issue is one which the employee feels unable to discuss with his / her immediate manager then the matter should be discussed with the Secretary.

All disclosure to the Secretary shall be kept strictly confidential unless, in the sole opinion of the Secretary, the matter disclosed constitutes an actual or potential threat of serious harm to the Company, to another director, officer or employee of the Company or to the general public.


14. Reporting Breaches of this Code

Save for the CEO all directors and officers are required to report breaches of this Code, including violations of laws, rules, regulations or Company policies, to the CEO or if they feel unable to discuss this with the CEO then to the Chairman. The CEO is required to report breaches of this Code, including violations of laws, rules, regulations or Company policies, to the Chairman or if he / she feels unable to discuss this with the Chairman then to the board of directors.

Employees are required to report breaches of this Code, including violations of laws, rules, regulations or Company policies, to their immediate supervisor or if they feel unable to discuss this with their immediate supervisor then to the CEO or the Chairman.

15. Waivers from Code

In extraordinary circumstances and where it is clearly in the Company’s best interest to do so, the Company may waive compliance with a requirement under this Code for a director, officer or employee. Conditions may be attached to this waiver.

The director, officer or employee to whom a waiver is granted accepts that public disclosure of the granting of any such waiver may be required by applicable securities laws, regulations, policies or guidelines (including those of a stock exchange on which the Company’s stock may be listed).

Complaint Procedures for Reportable Activities

AXMIN Inc. (the “Company”)

1.     The confidential and/or anonymous submission by any Company employee, director or officer of concerns regarding questionable accounting or auditing matters or violations to the Company’s Director, Officer and Employee Code of Conduct (the “Code”); and

2.     The receipt, retention and treatment of complaints and/or concerns, on a confidential and/or anonymous basis, received by the Audit Committee.

  Audience

All employees, directors and officers of the Company will be advised of this Policy and its importance. A copy of this Policy shall be available on the Company’s website. A copy of this Policy shall also be provided to the employees, directors and officers of the Company who are, or may be, involved in assisting in the administration, operation and compliance of this Policy.


Reportable Activity

1.     A breach, or possible breach, of the Company’s auditing, accounting or internal controls, violations of the Company’s Code or the commission of other improper activities; or

2.     Any conduct which could reasonably be believed to be a violation of:

1. employment or labour laws; or
2. securities laws including the rules or regulations of the Ontario Securities Commission, securities regulatory authorities in other provinces and territories of Canada or the Toronto Stock Exchange (the “TSX”) or the TSX Venture Exchange; or
3. laws regarding fraud or the commission or possible commission of a criminal offence, including misappropriation of Company property.

3.     Protection from Retaliation


The Company will not discharge, demote, suspend, threaten, harass or otherwise discriminate or retaliate against any employee, director or officer who, in good faith, makes a complaint or reports a Reportable Activity.

All Company staff are responsible for ensuring that the workplace is free from all forms of discrimination, harassment and retaliation prohibited by this Policy. No employee, director or officer of the Company has the authority to engage in any conduct prohibited by this Policy.


Confidentiality

The Company is fully committed to maintain adequate procedures for the confidential and/or anonymous reporting by employees, directors and officers of a Reportable Activity.

Any submission made regarding a Reportable Activity shall be treated on a confidential basis. The complainant’s identity shall be treated anonymously and confidentially, unless specifically permitted otherwise by the individual, or unless required by law. An anonymous and confidential submission shall only be disclosed to those persons who have a need to know in order to properly carry out an investigation of the Reportable Activity, in accordance with the procedures on handling the report of such Reportable Activity under this Policy.


Reporting Procedures


Any employee, director or officer who legitimately and in good faith believes that:

§  They may have been the subject of prohibited discrimination, harassment and/or retaliation; or

§  Is aware of any conduct which may be a Reportable Activity;

Is strongly encouraged to report the facts, confidentially if so desired, to one or more members of the Audit Committee. This may be done by:

§  Informing their supervisor and/or the Chief Executive Officer of the Company, or the Chairman of the Company if the complaint involves the Chief Executive Officer; and/or

§  Writing confidentially to the Chairman of the Audit Committee either by e-mail or by letter-mail in a sealed envelope labeled with a legend such as “Confidential: To be opened by the Audit Committee only subject to the “Complaint Procedures for Reportable Activities” adopted by the Company”.

Contact details are listed at the end of this Policy.

If a complainant would like to discuss any matter with the Audit Committee, they should indicate this in the submission and include a telephone number at which they may be contacted if the Audit Committee deems it appropriate. Any such envelope received by the Company’s management, should be forwarded promptly and unopened to the Chairman of the Audit Committee.


Audit Committee Procedures

The Audit Committee procedures are as follows:

 1.     Upon receiving a complaint, the Audit Committee will promptly conduct a thorough investigation. It is the obligation of all employees, directors and officers to cooperate in such investigations. Those responsible for the investigation will maintain the confidentially of the allegations of the complaint and the identity of the persons involved, subject to the need to conduct a full and impartial investigation, remedy any violations of the Company’s policies, or monitor compliance with or administer the Company’s policies.

2.     The investigation generally will include, but will not be limited to, discussion with the complainant (unless the complaint was submitted on an anonymous basis), the party against whom allegations have been made, and witnesses, as appropriate.

1. In the event that an investigation establishes that an employee, director or officer has engaged in conduct or actions defined either as:
2. A Reportable Activity; or
3. Constituting discrimination, harassment and/or retaliation in violation of this Policy;

3.     The Company will take immediate and appropriate corrective action which may include, but is not limited to, a warning or letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension without pay or termination of employment or some combination of these events.

4.     “Inappropriate Complaints”, as defined below, will be referred to the relevant manager for appropriate corrective action which may include, but is not limited to, a warning or letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension without pay or termination of employment or some combination of these events.

5.     The Audit Committee may enlist employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Company’s Code. In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the complainant.

6.     The Audit Committee shall retain as a part of the records of the Audit Committee any such complaints or concerns for a period of no less than seven (7) years.

Inappropriate Complaints

The Company reserves the right to take action in circumstances where investigation reveals that the complaint was knowingly undertaken for improper motives or made in bad faith.

Contact Details

Lucy Yan, Chairman & Interim Chief Executive Officer of AXMIN Inc.
Email: ceo@axmininc.com
Address: 1066 West Hastings Street, Suite 2303, Vancouver, BC  V6E 3X2