Summary Incorporated in 1988, Formation Capital Corporation (FCO-TSX) is a well established, Toronto Stock Exchange Main Board listed, mineral exploration, development and refining company. The Company is led by a highly qualified technical team of mining engineers, geologists, administrative personnel, permitting, metallurgical and cobalt marketing specialists. Formation is dedicated to the principles of environmentally sound mining and refining practices, and believes that environmental stewardship and mining can co-exist. The Company trades on the Toronto Stock Exchange under the symbol FCO. Formation Capital Corporation's Code of Business Conduct and Ethics This Code of Business Conduct and Ethics ("Code") reflects Formation Capital Corporation's ("Formation") commitment to a business culture of honesty, integrity and accountability. This Code is a statement on Formation's business practices and outlines the basic principles and policies with which all "Personnel" (including all directors, officers and regular full, part-time and temporary employees) of Formation and its subsidiaries (the "Company") are expected to conduct themselves so as to promote: 1) maintenance of high standards of business integrity and honesty 2) operations in compliance with applicable laws and in accordance with international good practise 3) safe and healthy working conditions and environment The following Principles of appropriate conduct and ethics have been established for all Personnel to promote fair dealing with the Company and its security holders, customers, suppliers, competitors and other Personnel, and to deter wrongdoing. These Principles are applicable in all jurisdictions in which the Company operates, unless the laws of those jurisdictions require a higher standard, and are intended to apply to the conduct of all Personnel commensurate with their position in the Company. Principles A. Compliance with Laws Personnel must perform their duties with honesty and integrity and in compliance with all laws, rules and regulations of federal, provincial, state and local governments and other private and public regulatory agencies that affect the conduct of the Company's business and its financial and other reporting. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. All Personnel must promptly bring to the attention of the President any information he or she may have concerning evidence of illegal or unethical behaviour, or of material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of the Company's business, or any violation of this Code. B. Conflicts of Interest Personnel must avoid any actual or apparent conflicts of interest and any personal activity or association that could, or could appear to, influence his or her judgment or affect the Company's best interests, and shall promptly disclose any such conflicts, activity or association to, which will be subject to a determination of acceptability and, if acceptable, implementation of on-going monitoring and management procedures by, the President for non-management employees, the Board of Directors for Management Personnel and a majority of disinterested directors for a member of the Board of Directors. A conflict of interest occurs when a person's private interest interferes, or appears to interfere, in any way, or can reasonably be expected to otherwise conflict or appear to conflict, with the interests of the Company. A conflict situation can arise when a person takes action or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when a person, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company, such as loans to, or guarantees of obligations of, such person, transactions between the Company and any person or organization in which such person or any family member, has an interest, and gifts, entertainment or personal benefits material to such person or of greater than nominal value. Giving gifts and entertainment to customers, suppliers and other business associates is also prohibited by the Company when the gifts or entertainment are of greater than nominal value or are intended to induce or influence the recipient, or when the law prohibits them. C. Record Keeping and Financial Statements / Public Disclosure All books, records, accounts and financial statements of the Company must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform to both applicable legal requirements and the Company's system of internal controls. Honest and accurate recording and reporting of information is critical to the Company's financial reporting and its ability to make responsible business decisions. The Company's accounting records are relied upon to produce reports for management, shareholders, creditors, governmental agencies and others and the financial statements and the books and records on which they are based must truthfully and accurately reflect all corporate transactions and conform to all legal and accounting requirements and internal control systems. All Personnel are responsible, in accordance with the duties applicable to their respective positions in the Company, for ensuring that the Company's records, including accounting records, do not contain any false or intentionally misleading entries or misclassification of transactions, and Financial Management Personnel are responsible for full, fair, accurate, objective, relevant, timely and understandable disclosure in the reports and documents that the Company files with, or submits to, the Canadian Securities Administrators, or the United States Securities and Exchange Commission or the stock exchanges on which the Company's securities are listed and in the Company's other public communications, and all Personnel are responsible for promptly bringing to the attention of the President any material information of which he or she may become aware that affects the Company's disclosure in public filings. Business records and communications may become public through legal or regulatory investigations or the media. Exaggeration, derogatory remarks, legal conclusions or inappropriate characterizations of people and companies should be avoided in communications of all kinds, including email and informal notes or interoffice memos. Records should be retained and destroyed in accordance with the Company's records storage and retention policy. D. Confidential Information Personnel must protect the confidentiality of information concerning the Company and its business activities as well as that of others having business dealings with the Company. E. Fiscal Integrity and Responsibility All Personnel have a responsibility to protect the Company's assets and not to take personal opportunities for themselves that arise through the use of Company property, information or position. Management Personnel are specifically responsible for establishing and maintaining appropriate internal controls to safeguard Company assets against loss from unauthorized or improper use or disposition. All Personnel shall promptly bring to the attention of the President any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other Personnel, including those who have a significant role in the Company's financial reporting, disclosures or internal controls. F. Health, Safety and Environment The Company is committed to providing a safe and healthy working environment and protecting the public interest with standards and programs that meet or exceed industry standards and applicable government codes, standards and regulations in all jurisdictions in which it does business. G. Employment Practices The Company is committed to a workplace environment where personnel are treated with dignity, fairness and respect. All Personnel have the right to work in an atmosphere that provides equal employment opportunities, free of discriminatory practices and abusive, harassing or offensive behaviour. Reporting Violations To report an actual or potential violation of this Code, the President should be contacted, either in person or in writing, at: Telephone No. 604-682-6229; Fax No. 604-682-6205; E-mail address: sbending@formcap.com; and Address: 1510 - 999 West Hastings Street, Vancouver BC V6C 2W2. The President will forward the report to Robert J. Quinn, a director and member of the Audit Committee of the Board of Directors, and retain a copy of the report until the report is addressed at a meeting of the Board of Directors or until such time as Mr. Quinn confirms that the Board of Directors has satisfactorily addressed the report of the actual or potential violation of this Code. If unsatisfied with the President's response or if an alternative means of reporting is required, actual or potential violations of this Code may also be reported directly to Robert J. Quinn by: a. sealing the report in an envelope marked: Confidential -- Code of Conduct Violation b. forwarding the sealed envelope in a further sealed envelope marked and addressed as follows: Mr. Robert J. Quinn 1510-999 West Hastings Vancouver, BC V6C 2W2 Private and Confidential The President should be contacted at 604-682-6229 with any questions or concerns about the above procedures. Resolution, Waivers and Amendments The President shall advise the Board of Directors in writing of all violations of this Code reported to him. Mr. Quinn shall also advise the Board of Directors of all violations of this Code reported to him in confidence and take, to the extent possible, necessary precautions to maintain the confidentiality of the report. Formation's Board of Directors shall determine, with or without the advice of others, appropriate actions to be taken in the event there is a violation of this Code. These actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code and may include actions ranging from: (a) written notices to the individual involved that the Board has determined that there has been a violation to (b) termination of the individual's employment. No waivers of any provision of this Code may be made except by Formation's Board of Directors. Only the Board of Directors may amend this Code. Any waiver or amendment shall be reported as required by law or regulation. Adopted by the Board of Directors on June 30, 2005.   Officers & Directors Development Team Financial Statements Share Structure Corporate Directory Corporate Info | News | Projects | Properties | Investor Info | Contact Us | QwikReport | Disclaimer | Home Copyright © 2004 Formation Capital Corporation All Rights Reserved.