SHOSHONE SILVER/GOLD MINING COMPANY
CODE OF BUSINESS AND ETHICAL CONDUCT
I. OVERVIEW
This Code of Business and Ethical Conduct (the “Code”) of Shoshone Silver Mining Company (the “Company”) is intended to define the ethical and regulatory standards applicable to all Directors, Officers and employees (including contractors) and their family members (the "Representatives”) of Shoshone Silver Mining Company and its subsidiaries and affiliates (together, the "Company") to promote:
- honest and ethical conduct;
- avoidance of conflicts of interest, whether actual or potential;
- full, fair, accurate, timely and understandable disclosure in financial statements, reports and documents the Company files with, or submits to, shareholders and securities regulators, as well as in other public communications made by the Company;
- compliance with various legislation and regulations applicable to the Company;
- prompt internal disclosure of any violation of the Code; and
- accountability for any failure to respect the Code.
Every employee who has executive or managerial responsibilities is:
- expected to ensure that the Code is communicated to and understood by employees reporting to him or her; and
- required to sign an acknowledgement of adherence to the Code.
This Code is not a comprehensive guide to all of the Company's policies or to all of the Representative's responsibilities under applicable laws and regulations governing the Company and its operations.
This Code is intended to provide general parameters and expectations of the Company with respect to the conduct of the Company's Representatives. Violations of law or of the Company's policies, including this Code, may lead to disciplinary action, including, but not limited to, dismissal and possible legal prosecution.
This Code complies with requirements for a “Code of Ethics” under Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, as well as the rules of the NASDAQ National Market.
Please sign the Acknowledgement form at the end of the Code and return the form to the President indicating that you have received, read, understand and agree to comply with the Code. The signed acknowledgement form will be located in your personnel file.
II. PRINCIPLES
A. Honest and Ethical Conduct
Representatives are vested with both the responsibility and authority to protect, balance and preserve the interests of all the Company's stakeholders, including shareholders, clients, employees and suppliers. Representatives fulfill this responsibility by prescribing and enforcing (in case of senior officers) and abiding by the policies and procedures of the Company and by exhibiting and promoting the highest standards of ethical conduct.
In this regard, Representatives shall:
- ensure they are familiar with and abide by the Company's corporate policies, including but not limited to, the Company's Corporate Disclosure Policy, Whistleblower Policy and Insider Trading Policy;
- comply with all applicable laws, rules and regulations;
- deal fairly with the Company's security holders, customers, suppliers, competitors and employees;
- not use corporate assets or their position to obtain advantage for themselves, family members or associates, or otherwise abuse their authority;
- refrain from engaging in conduct that would discredit and/or compromise the integrity and reputation of the Company, including: neglect of duty, deceit, breach of confidence, corrupt or other unlawful practices, or abuses of authority;
- keep confidential all previously undisclosed information regarding the Company and its subsidiaries' business, assets and operation;
- serve loyally, without self-interest, and free from conflicts with other commitments; and
- avoid any conflict of interest with respect to their fiduciary responsibilities and disclose actual and potential conflicts of interest in accordance with this Code.