Purpose

Century Mining Corporation and its subsidiaries (Century or Company) are dedicated to high moral and ethical standards of conduct and will conduct its business with honesty, integrity and a strong commitment to compliance with all applicable laws.

This Code of Ethics (the “Code”) is based on Century’s commitment to meet its obligations to all who have a personal, professional or financial stake in what Century does, including the Board of Directors, shareholders, employees, suppliers and host communities. Some obligations are direct and obvious, such as striving to increase value for its shareholders. Other obligations stem from the Company’s commitment to comply with all applicable laws.

The Code summarizes the ethical principles that should guide all Century employees and directors in their daily work. For purposes of this Code, directors are included in the term “Employees” notwithstanding that directors are not necessarily employees. The Code and the Business Conduct Guidelines (the “Guidelines”) do not cover every possible subject or situation. They are not intended to provide final answers. If in doubt, consult your supervisor, or the President of the Company, or our Human Resources Department in Blaine, Washington. Wisdom, discretion and sound judgment should guide everyone. The Code and the Guidelines are important to Century. Failure to comply with them will result in disciplinary action, which may include discharge.

Employee Responsibilities

Ethical behavior is an individual responsibility. High standards are expected of all Employees, regardless of position or location. No supervisor has the authority to require conduct that is in violation of the Code, the Guidelines, or any law. Every Employee is expected to report any violation of the Code, the Guidelines, or any applicable law to his or her supervisor. The Company will investigate reports in the strictest possible confidence, consistent with the particular situation. Employees who make such reports in good faith need have no fear of reprisal.

Management Responsibilities

All managers are accountable for the actions of their Employees. They are also responsible for seeing that policies are followed. Every manager is responsible for informing his or her Employees about Company policies, including those dealing with legal and ethical behavior. Managers and supervisors also are responsible for maintaining a work environment where constructive, frank, and open discussion is encouraged and expected, without fear of retaliation.

The Chief Executive Officer and management at all levels throughout the Company are responsible for ensuring adherence to the Code and the Guidelines, and for ensuring there are appropriate ongoing Employee communications and training. They are supported by the Company’s management, which normally is responsible for handling many issues outlined in the Code and the Guidelines. Significant violations will be reported to the Board of Directors.

Relationships with Supplier and Contractors

Partners, suppliers, and contractors are to be treated fairly and honestly at all times in a manner conforming to all applicable laws, and consistent with good business practice. Employees should never make false or misleading remarks about other companies or their employees or about their or our projects. In all cases, purchases by Century should be based on price, product, quality, service, and the consistency and dependability of the basic business relationships underlying each transaction.

Employee Relationships

Century values its diverse Employees. Trust, respect, and ethical business conduct are key to achieving and maintaining sound relationships among Century Employees. Basic to these relationships is Century’s recognition of the personal value and contribution of every Employee. Century pledges that every Employee will be judged and treated with dignity and respect. Consistent with applicable laws of the location, Employees will be judged on the basis of his or her performance and qualifications without regard to race, creed, gender, religion, national origin, age, or disability. Employees, regardless of Employee’s location, should refer violations of this Company Policy in any of these areas to their supervisor, or our Human Resource Department in Blaine. These different contacts are provided so any Employee can report outside his or her normal chain of control.

Protecting Company Assets

Protecting all Century’s assets, including physical property and intangible assets (such as data, software, exploration results and confidential information) against loss, theft and misuse is every Employee’s responsibility. Century’s assets may be used only for proper Company purposes. They may not be used for personal benefit, nor may they be sold, loaned, given away, or disposed of without proper authorization. Any individual aware of the loss or misuse of assets shall report it to a supervisor or any Vice-President. Anyone receiving such reports shall handle them in a careful and thorough manner. Investigations will be conducted confidentially and coordinated by Century’s CEO.

Business Information

Century has developed geologic and process information over many years at considerable expense. Because of this effort, Century possesses valuable confidential information, including proprietary geologic and exploration file information. Employees must protect Century’s business information as carefully as its physical and other property. Unauthorized disclosure of this information could destroy its value to Century and give unfair advantage to others. To ensure confidentiality of Company information, Employees must adhere to the following principles:

1. Employees must not disclose confidential information, either during or after employment, except when authorized by Century to disclose it to others who have entered into confidentiality agreements with Century.

2. Similar restrictions, usually spelled out in contracts, apply to information obtained from our partners, suppliers, and others who furnish information to Century on a confidential basis. Employees must not disclose this confidential information, either during or after employment by Century, except as provided in such contracts.

Accuracy of Company Records

Employees must record and report information accurately and honestly. This includes accurate reporting of time worked, business expenses incurred, exploration data, revenues and costs, and other business-related activities. All Company records are subject to audit, and financial records should be maintained in accordance with generally accepted accounting principles and industry best practices.

Dishonest reporting, whether for internal or external purposes, will not be tolerated. This includes reporting or organizing information in an attempt to mislead or misinform. No entry will be made on the Company’s books and records that intentionally hides or disguises the true nature of any transaction.

General Complaint Procedure Regarding an Accounting or Auditing Matter

Anyone may file a complaint regarding an accounting or auditing matter by posting it to the CEO. The CEO will forward the complaint to the Chair of the Audit Committee. The CEO will retain a copy of the complaint until the complaint is addressed at a meeting of the Audit Committee or until such time as the Chair of the Audit Committee confirms that the Audit Committee has satisfactorily addressed the complaint.

Confidential, Anonymous Employee Submissions Regarding an Accounting or Auditing Matter:

In addition to the General Complaint Procedure set out above, an Employee within Century may submit a confidential, anonymous complaint by forwarding it in a sealed envelope marked and addressed as follows:

Confidential Employee Concern
Century Mining Corporation
c/o William Sheridan
Lang Michener LLP
BCE Place, 181 Bay Street, Suite 2500
P.O. Box 747
Toronto, ON M5J 2T7 Canada

Mr. Sheridan will forward the sealed envelope (unopened) to the Chair of the Audit Committee.

Conflict of Interest

All business decisions should be made in the best interests of Century. Conflicts between an Employee’s on- or off-the-job activities and Century’s business interests can arise in certain situations. They occur most often where an Employee, or a relative of an Employee, could obtain some personal benefit at the expense of the Company or its shareholders. Under the Code, all Employees must observe the standards established in the Code and the Guidelines at all times and are subject to discipline, up to and including discharge in appropriate cases, if they do not.

Employee Occupational Health and Safety

Century considers maintaining safe and healthy working conditions and preventing accidents to be integral to the operation and the administration of its business. Each Employee has a responsibility to prevent accidents by maintaining a healthy work environment, by following safe work procedures and practices, and by using all prescribed protective equipment. Accident prevention and effective performance go hand in hand.

Environmental Protection

Century is committed to protecting the environment and the health and safety of its Employees, their families, their community and the public. Century will ensure such protection through compliance with all applicable laws. Century is dedicated to being a leader in environmental, health and safety matters by continuously improving its performance to benefit Employees, the public, and shareholders. To oversee efforts in this area, Century may establish an Environmental Committee of the Board of Directors. Until such a Committee is established, the full Board will oversee these matters relying on reports provided by management.

To meet Century environmental standards, every facility is required to demonstrate compliance with all public health and environmental laws pertaining to its operations. Every facility is expected to maintain an open dialogue with local communities on the nature and hazards of its operations. Century’s policy is to participate actively with government authorities, industry groups, and the public in promoting community awareness and emergency response programs to deal with any potential hazards associated with Company facilities. All Employees are expected to assist in these efforts.

Compliance with Laws, Agreements and Practices

Century is affected by laws and mores of the countries in which it operates (and sometimes the laws of countries that are affected by the way Century does business). These laws differ, often widely. It is Century’s policy and each Employee’s responsibility to conduct business in compliance with the Code, the Guidelines, and all applicable laws. When conflicts exist, management is available to assist in resolving them.

There are countries where local laws and common trading or negotiating practices are based on less stringent or different codes of conduct than Century customarily follows. In such countries, Employees should follow the Code, unless variances that are permitted by applicable law are based on reasonable business judgment have been approved by designated corporate officers.

Century policy prohibits making any payment which is prohibited by applicable law or which could be considered corrupt by normal business standards. The Chief Executive Officer must be consulted before making any substantial gift or any direct or indirect payment of Company funds to a government official or government employee or political party or political candidate.

Violation Reporting

To ensure that the Code is properly implemented, Century has designated its CEO to be responsible for ensuring that the Code is properly implemented and monitored. Employees who know of violations of the Code or the Guidelines are obligated to report them to their supervisors or the CEO. It is Century’s policy and intent that except for knowingly reporting false accusations, every Employee may report Code, Guidelines, policy or law violations without fear of retaliation.

Compliance and Discipline

The Code and the Guidelines are important to Century. They apply to Century, its subsidiaries, affiliates, joint ventures, and all other entities that are directly or indirectly controlled or managed by Century. Failure to comply with the standards outlined in the Code or the Guidelines will result in disciplinary action, ranging from a reprimand to dismissal. Civil or criminal violations may be prosecuted. Disciplinary action will be taken against:

• Violations of the Code or the Guidelines

• Any violator’s manager or supervisor to the extent that the circumstances of the violation reflect participation, poor supervision, or lack of diligence.

• Any supervisor or Employee who retaliates, directly or indirectly, or encourages others to do so, against an Employee who reports a Code, Guidelines, policy or law violation.

• Any Employee who knowingly falsely accuses another Employee of a Code, Guidelines, policy or law violation, or who raises any ethical or Guidelines issues under false pretenses.