Code of Conduct

Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a corporation is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, management and the board of directors. Other stakeholders include advisors, consultants, employees, suppliers, customers, banks and other lenders, regulators, the environment and the community at large.

Discovery Energy Corp. believes that using corporate governance in an efficient and effective manner enhances shareholder value. By creating and acting upon standards that promote the best interest of the Company, not only is it furthering the Company’s successes, but as well adheres to the suggested regulations for corporate governance set out by the Securities and Exchange Commission and Canadian Securities Administrators. Directors, management, consultants and advisors of the Company endeavor to comply with the code of conduct as set forth below, and on a regular basis, Discovery Energy Corp. reviews its corporate governance policy.


The purpose of the Code of Conduct (the “Code”) is to assist all Company personnel in making decisions regarding the affairs of the Company. The Code states basic principles that should guide the affairs of the Company and deals with certain specific situations but is not comprehensive. Personnel are encouraged to consult with the Chairman of the Company for direction of specific issues on conflicts or potential conflicts.

The Code

The Company (including its subsidiaries) and its directors, officers, employees and consultants shall comply with the following obligations:

Basic Principles

Conduct the Company’s business and affairs honestly and with integrity, using high ethical standards.

Accurate Financial Recording and Disclosure

Maintain records that accurately reflect the Company’s operations. Financial statements shall be prepared in accordance with generally accepted accounting principles and applicable securities laws. The statements shall be prepared using the highest standards of integrity.

Compliance with Laws

Comply with the laws of each jurisdiction in which the Company does business.

Obligations to Shareholders

Conduct the Company’s affairs with a view to the best interests of the Company as a whole and to enhance shareholder value.


All reasonable efforts will be used to avoid all situations that might reasonably be perceived to conflict or have the potential to conflict with their duties to the Company. If a member of a director’s, officer’s, employee’s or consultant’s immediate family holds a greater than 5% equity interest in, is a director, officer or employee of or has a significant financial stake in a competitor to the Company, this will be considered a conflict situation that will be required to be disclosed. Where a conflict or potential conflict arises in the situation of a director or officer, such individual shall comply with applicable corporate laws with respect to such conflict. If a conflict or potential conflict arises involving an employee or consultant, the individual shall disclose same to the corporate governance committee and shall abide by the recommendations of the corporate governance committee with respect to the conflict.

Stock Trading and Use of Material Information

Shall comply with the Company’s Policy on Stock Trading and Use of Material Information.

Communications and Corporate Disclosure

Shall comply with the Company’s Communications and Corporate Disclosure Policy.

Respect and Tolerance

Shall not tolerate discrimination, intimidation or harassment on the basis of race, colour, age, gender, sexual orientation, marital status, physical or mental disability, national or ethnic origin or religious beliefs. Employees are entitled to work in an environment which is respectful of their dignity, rights, needs and individual differences.

Environmental Standards

Conduct the Company’s exploration, development and drilling operations using environmental best practices with a goal to protecting human health, minimizing impact on the ecosystem and returning exploration and mining sites to a high environmental standard.


Shall provide safe and healthy working conditions and comply with all occupational health and safety laws and regulations.

Contribution to Local Communities

Conduct the Company’s operations with a view to respecting and enhancing the economic and social situations of the communities in which the Company operates.

Dealing with Public Officials

Not directly or indirectly make payments to public officials with a view to assisting the Company to conduct its business unless there is no reasonable alternative to such payment, the payment is not being made to induce the official to misuse his or her position, the payment is not illegal under the jurisdiction’s laws and the payment is properly recorded and identified in accounting records.

Benefits Given

Not provide gifts or other personal benefit to others that would be considered extravagant or would reflect unfavorably on the Company.

Benefits Received

Not seek or receive gifts or other personal benefit from those doing or seeking to do business with the Company which might reasonably be perceived to have the ability to affect the recipient’s judgment or conduct involving the Company.

Other Entities to be Ethical

Use reasonable efforts to ensure that the companies and individuals with which the Company does material business also observe high ethical standards.

Compliance with the Code

It is the responsibility of all directors, officers, employees and consultants to be aware of their obligations under and to comply with this Code. All breaches of this Code shall immediately be reported to the Chairman of the Board. All reports by an individual of violations will be kept confidential except if otherwise required by law. Individuals who breach the Code may be subject to disciplinary action including dismissal.

Date of Implementation May 15, 2012

General Disclaimer

Discovery Energy Corp. has taken all reasonable care and precautions in the production and publishing of the information on this web site and all of its materials, and does so, on a regular basis. Content on the Company website and written materials may still contain technical or other inaccuracies, omissions, or typographical errors, for which Discovery Energy Corp. assumes no responsibility. Furthermore, the Company does not warrant or make any representations regarding the use, validity, accuracy, completeness or reliability of any claims, statements or information on this site. Under no circumstances (which includes but is not limited to negligence) shall Discovery Energy Corp. be liable for any direct, indirect, special, incidental, consequential, or other damages, including but not limited to, loss of programs, loss of data, loss of use of computer or other systems, or loss of profits, whether or not advised of the possibility of damage, arising from your use, or inability to use, the material on this site. The information contained on this website should not be regarded as a substitute for independent professional advice. You should seek out advice before making any investment decisions.

Forward-Looking Statements

This website contains “forward-looking information” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended which may include, but is not limited to, statements with respect to the timing and amount of estimated future production. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements of Discovery Energy Corp. and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “plans”, “expects”, “intends”, “forecasts”, “anticipates”, “is expected”, “budgets”, “scheduled”, “estimates”, “believes”, “expects,” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “might”, “should”, “could”, “would”, “will”, “continue” or the negative of such terms or other similar expressions be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Discovery Energy Corp. and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date they are posted on this website. Discovery Energy Corp. does not undertake to update any such forward-looking statements, except in accordance with applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in the Company’s other Securities and Exchange Commission filings.

Cautionary Note to U.S. Investors

Concerning Estimates of Inferred Possible, Probable and Proven Reserves: This presentation may contain the terms “Inferred”, “Possible”, “Probable” and “Proven” Reserves with regard to the Company’s Projects. Therefore, United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Reserves” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Reserve will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Reserves may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Inferred Possible, Probable Reserves will ever be converted into Proven Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Reserve exists, or is economic or can be feasibly produced.

Additionally, please note that in reference to the “historical estimates” in some of Discovery Energy’s presentations, a Qualified Person has not done sufficient work to classify either estimate as current resource; Discovery Energy Corp. is not treating the estimates as current resources; and the historical and target estimates should not be relied upon.

Third Party Links

Discovery Energy Corp. has provided links from this web site to several other web sites which are arms-length to the Company. The viewer should be aware that in linking to these outside web sites, he or she is leaving the Discovery Energy Corp., web site and that Discovery Energy Corp., is not responsible for the content of any other site.