Groundstar Resources Limited.

Governance | Code of Ethics

CODE OF BUSINESS CONDUCT AND ETHICS

I. Introduction

Groundstar Resources Limited, including all of its subsidiaries, ("Groundstar" or the "Corporation") requires the highest standards of professional and ethical conduct from our directors, officers, employees and consultants ("Representatives"). This Code reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all Representatives are expected to comply. The Corporation's business practices will be compatible with the economic and social priorities of each location in which we operate. Although customs and standards of ethics may vary in different business and political environments, honesty and integrity must always characterize our business activity.

This Code is not a comprehensive guide to all of the Company's policies or to all of the Representatives responsibilities under applicable laws and regulations governing the Company and its operations. Violation of these policies may result in disciplinary actions including, but not limited to, discharge from the Corporation.

II. Conflicts of Interest

A conflict of interest occurs when an individual's private interest interferes, or appears to interfere, with the interests of the Corporation. A conflict situation can arise when a Representative takes actions or has interests that may make it difficult to perform his or her work effectively. Conflicts of interest also arise when a representative, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Corporation. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between the Corporation and any other organization in which a Representative or any member of his or her family have an interest.

Activities that could give rise to conflicts of interest are prohibited unless specifically approved in advance by the Board of Directors. It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interests must be reported immediately to senior management.

III. Protection and Proper Use of Corporation Assets

All Representatives must protect the Corporation's assets and ensure their efficient use. Any suspected incidents of fraud or theft should be immediately reported for investigation.

Corporation assets, such as funds, products or computers, may only be used for legitimate business purposes or other purposes approved by management, and may never be used for illegal purposes. The obligation to protect Corporation assets includes proprietary and confidential information.

Proprietary information includes any information that is not generally known to the public or would be helpful to competitors. Examples of proprietary information are intellectual property, acquisition and exploration plans and prospects and employee information. The obligation to preserve proprietary information continues even after the Representative leaves the Corporation.

IV. Confidentiality

All Representatives must maintain the confidentiality of information entrusted to them by the Corporation or that otherwise comes into their possession in the course of their employment or appointment, except when disclosure is authorized or legally mandated. The obligation to preserve confidential information continues even after the Representative leaves the Corporation.

V. Fair Dealing

Each Representative should deal fairly with the Corporation's security holders, customers, suppliers, competitors and employees, refraining from taking unfair advantage through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

VI. Compliance with Laws, Rules and Regulations

Compliance with both the letter and spirit of all laws, rules and regulations applicable to our business is critical to our reputation and continued success. All Representatives must respect and obey the laws of the jurisdictions in which we operate.

VII. Insider Trading

Representatives in possession of material information about the Corporation must abstain from trading in its securities until such information is generally and publicly available. Such material "inside information" relates to facts or changes in business or operation that might reasonably be expected to have a significant effect on the market price or value of the securities. Such information might include, for example, drilling results, earnings estimates, changes of control or management, pending mergers, dispositions, acquisitions, reserves numbers or other significant business information or developments. Providing such inside information to others who then trade on it is also strictly prohibited. Trading on inside information is a violation of federal and provincial securities law. In addition, Representatives are required to comply with trading restrictions and blackout periods as designated by the Corporation.

VIII. Reporting of any Illegal or Unethical Behaviour

We have a strong commitment to conduct our business in a lawful and ethical manner. Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation and to report violations of laws, rules, regulations or this Code. We prohibit retaliatory action against any employee who, in good faith, reports a possible violation. It is unacceptable to file a report knowing it to be false.

Groundstar Resources Limited.
Suite 1650 717 - 7th Ave. S.W.
Calgary, Alberta   Canada   T2P 0Z3
T: (403) 265-2549
F: (403) 265-2558
email: info@groundstarresources.com
web: www.groundstarresources.com