CODE OF CONDUCT

Sipa Resources Limited "Sipa" is committed to building and maintaining a reputation for its integrity, honesty and fair dealing. This reputation depends on its directors and employees acting, and being seen as acting, in a way which is consistent with best practice for corporate governance in the jurisdictions in which we operate. We take our responsibility to our employees, shareholders and other stakeholders very seriously.

1. Obligation to Comply with Code

This Policy mandates the conduct expected of all directors, officers, employees, consultants and other agents (collectively "representatives"). Ethics and behavior are individual responsibilities, and high standards of behavior are expected of all employees, regardless of position. Sipa representatives will adhere to the Code both in the letter of the law and the spirit of all laws and regulations which govern Sipa. Adherence to the Code is a term of employment with Sipa. Violation of the Code by any representative, or unethical behavior which may affect the reputation of Sipa may be subject to disciplinary action including termination of employment. Managers are accountable for the actions of the employees who report to them. Each manager is responsible for informing his or her employees about this Policy. Managers also are responsible for maintaining a work environment where frank and open discussion is encouraged and expected, without fear of retribution. Every employee is responsible for prompt reporting of any violation or suspected violation of this Policy. Employees who make such reports need have no fear of reprisal for reporting a violation. Sipa will ensure that any allegations of Policy violation will be treated thoroughly, objectively and in the strictest possible confidence. Failure to comply with the Policy will result in disciplinary action, including (if warranted) summary discharge.

2. Use of Confidential or Inside Information

1. Australian securities laws prohibit any person who has material non-public information (important news that has not been disclosed publicly in a press release or otherwise) concerning a corporation whose securities are traded on the public markets from purchasing or selling securities of that corporation, or from communicating non-public information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities based on such disclosure.

2. An employee may acquire confidential information concerning Sipa or any other party with whom Sipa is or may be dealing during his/her normal job activities or from other employees. The employee must treat this as privileged information and not repeat it to anyone outside Sipa, who has not been authorized to receive it. For example, no employee may reveal confidential information or data relating to exploration or mining activities or properties, proposed acquisitions, mergers or other material business transactions, financial data, including revenues and earnings, information regarding major management changes or other important and confidential data or information regarding Sipa.

3. Such confidential or inside information is to be used solely for Sipa’s purposes and not as the basis for personal gain by the employee, his/her family or friends. An employee (including his/her family) may not, therefore, while in possession of such confidential data or information, engage (directly or indirectly through accounts which he/she controls or in which he/she has an interest) in transactions with respect to Sipa’s stock or shares or interest in other companies or organizations, the value of which is likely to be affected by any dealings between such organization and Sipa. Such restrictions shall apply until such data or information has been released to the public and sufficient time has passed to allow investor reaction. Any infraction could subject the employee to civil and/or criminal liability under Australian securities law

4. For additional policies and procedures applicable to trading in Sipa shares, employees are referred to The Sipa Employee Share Trading Policy.

3. Maintaining Confidentiality

The maintenance of confidentiality is essential, both from a legal and practical viewpoint. It impacts on the Corporation's ability to comply with all regulations, the TSX Listing Rules and to conduct its business. Accordingly, all material non-public information will be disseminated within the Corporation on a need to know basis.

Information is generally considered material if it would be relevant to an investor making a decision on buying or selling the Corporation's stock.

All employees must make an effort to maintain the confidentiality of the Corporation's information. These efforts should include secure handling and storage of confidential documents and avoiding casual conversations regarding confidential matters. Employees shall not make use of confidential information for personal gain or "in a manner which would be detrimental to Sipa".

The Chief Executive Officer is the designated Corporation executive spokesperson. No other employees of the Corporation are authorised to represent the Corporation to the media or securities analysts unless expressly authorised to make such disclosure by the Chief Executive Officer.

4. Integrity of Record Keeping and Accounts

Sipa will maintain all books and records with integrity to reflect an accurate account of all transactions. The integrity of the Corporation’s records is essential for maintaining stakeholder confidence and the reputation of the Corporation.

It is Sipa’s policy that all books and records be kept so that they fully and fairly reflect all receipts and expenditures by Sipa. In furtherance of this policy, the following shall apply:

• no numbered or secret account or undisclosed or unrecorded funds or asset of Sipa shall be maintained or established for any purpose;

• no false or artificial entries shall be made on the books and records of Sipa for any reason and no employee shall engage in any arrangement that results in such prohibited act; and

• no transaction shall be effected, and no payment shall be approved or made on behalf of Sipa with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.

5. Conflicts of Interest

Directors, Senior Management and all other employees must ensure that their personal business, investment and other activities (including those of family members and other close associates) do not place them in a position where their own interests may influence judgements or actions they take on the Corporation’s behalf.

Where such conflicts of interest occur, the employee should declare them promptly to Senior Management. In the case of Directors such conflict should be reported to the Chairman and Company Secretary.

6. Use of Corporation Assets

Sipa assets must be acquired, maintained and used in an efficient manner and for legitimate business purposes. This includes being careful not to breach of software copywrite laws. Sipa’s electronic communications systems are Sipa’s property and are to be used primarily for business purposes. Incidental appropriate personal use is permitted provided it does not interfere with your business activity. Inappropriate use is strictly prohibited. You should not expect that any of your e-mail or internet communications are private.

7. Permissible and Prohibited Payments

1. Subject to applicable conditions set forth in this Policy, the payment of normal discounts and allowances, commissions, fees, entertainment, sales promotion activity and the extension of services and other customary courtesies in the ordinary course of business, are permissible.

2. The use of Sipa’s funds or assets, directly or indirectly, for any bribe, kickback, payoff, or similar purpose is strictly prohibited.

3. No employee of Sipa shall make or offer, directly or indirectly, any payment or its equivalent to:

   1. any government official, agent, or employee in consideration for such official’s, agent’s or employee’s assistance or influence (including, the failure by such individual to perform his/her official duty) in connection with Sipa’s business; or

   2. any other official, employee or agent of any government or of any entity with which Sipa has actual or potential business relations anywhere in the world, the purpose of which is to obtain favored treatment with respect to any aspect of Sipa’s business.

8. Reporting Violations of the Code of Conduct or Other Unethical Conduct

Employees are required to report any possible violation of the Code to an appropriate manager, Managing Director or Company Secretary. The policy underlying the procedures is to ensure employees are not disadvantaged in any way for reporting violations of the Code or other unethical conduct and that the matter is dealt with in a timely manner.