Corporate Governance

Tier One Silver Inc. (the “Company” or “Tier One”) is committed to conducting its business in accordance with all applicable laws and regulations and to high ethical standards. Tier One is a Canadian company with projects in various provinces and is therefore subject to multiple legal jurisdictions. Our personnel must comply with all applicable laws and regulations and uphold the standards provided in this Code of Conduct, regardless of what others may or may not be doing.

The Board of Directors is responsible for applying this Code of Conduct and has the authority to interpret these policies in any particular situation. The Code applies to all employees, officers, directors and agents of Tier One and its subsidiaries, irrespective of location.

Any employee, officer, director or agent who becomes aware of any existing or potential violation of this Code of Conduct is required to notify senior management or members of the Board of Directors. The Company will not allow retaliation against such personnel for such reports made in good faith.

Corporate Opportunities

Employees, officers and directors of Tier One owe a duty to the Company to advance the Company’s business interests when the opportunity to do so arises. All Corporate personnel are prohibited from taking or directing to a third party a business opportunity that arises through the use of corporate property, information or position, unless the Company has already been offered and has refused the opportunity.

Conflicts of Interest

All employees, officers and directors are committed to conducting their business affairs in Tier One’s best interests by dealing with government and regulatory bodies, suppliers, contractors, competitors, existing and potential business partners and other employees in a manner that avoids real, perceived or potential conflicts of interest.

A “conflict of interest” occurs when an individual’s private interest interferes or appears to interfere with the interests of the Company. No employee, officer or director should use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his or her family, or for any other person.

Obligations to the Company

Company personnel have a primary duty and loyalty in their work to protect and promote the best interests of the Company. When acting on behalf of the Company, all personnel should act only in the best interests of the Company and only within the limits of the authority given to them by the Company.

Ethical Business Conduct

Tier One operates within the mining industry in an ethical and legitimate manner, complying with the competition and anti-trust laws of the jurisdictions in which it does business. The Company acts honestly and with integrity in all business relationships with competitors, potential business partners, suppliers, customers and government officials.

No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or through any unfair practice.

The Company exercises proper judgment in extending business courtesies and never accepts or offers bribes, favours or “kickbacks” for the purpose of securing business transactions as defined in Canada’s Corruption of Foreign Public Officials Act. All payments made to third parties must be necessary, lawful and properly documented.

Diversity Policy

Tier One has adopted a Diversity Policy which outlines the Company’s commitment to be diverse for which diversity includes, but is not limited to, business experience, geography, age, gender and ethnicity and aboriginal status. In particular, the Board should include an appropriate number of women directors. Diversity promotes the inclusion of different perspectives and ideas, mitigates against group think and ensures that the Company has the opportunity to benefit from all available talent. The promotion of a diverse Board makes prudent business sense and makes for better corporate governance.

Protection and Proper Use of Assets

All employees, officers and directors of Tier One are responsible for the protection of the Company’s assets and their efficient use. All Company assets should be used only for legitimate business purposes. All reasonable precautions must be taken to protect assets from fraud and theft and to ensure that records are accurate, timely and complete. Any transactions with third parties are to be recorded in writing and properly accounted for.

Company-provided messaging systems, including voice mail and e-mail, and computer information are considered the property of the Company. Company personnel should not have any expectation of privacy. Unless prohibited by law, the Company reserves the right to access and disclose this information as necessary for business purposes. All personnel should use good judgment, and do not access, send messages or store any information that they would not want to be seen or heard by other individuals.

Environmental Protection

Tier One is committed to meeting or surpassing all applicable environmental legislation, regulations, permit and license requirements, and to continuously improve its environmental performance and practices.

Social Responsibility

Tier One believes that building and maintaining good corporate citizenship is an important component of its business practices. The Company endeavors to contribute to the communities in which it operates by focusing on activities that can make a meaningful, positive and lasting difference to the lives of those affected by its presence. The Company and its personnel respect the cultures and customs of the places in which they operate without compromising consistent ethical standards.

Health and Safety

Tier One strives to provide a safe and healthy work environment by following strict safety and health standards and practices that meet or exceed industry standards and applicable government codes, standards and regulations in all jurisdictions in which it does business.

In order to protect the safety of all, all Company personnel must report to work in condition to perform their duties free from any influence of any substance that could prevent them from conducting work activities safely and effectively. The use of alcohol or illegal drugs in the workplace is prohibited and Company personnel are prohibited from being under the influence of alcohol or illegal drugs during the course their duties. Failure to comply with this health and safety policy will result in immediate dismissal.

Respect in the Workplace

All Company personnel share a common responsibility to exercise the basic principles of respect and dignity in all working relationships. Tier One applies a policy of zero tolerance for demeaning, offensive, harassing, or discriminatory behavior. All personnel are responsible for ensuring a safe and secure working environment.

Political Activities

Tier One personnel are encouraged to exercise their right to participate in lawful political activities. The decision to become involved in political activities is entirely personal and voluntary. Therefore, Company funds generally should not be used for contributions to any political party or candidate. However, we recognize our right and responsibility to lobby on behalf of issues that affect our Company and the industry in which we operate, but only in full compliance with the laws and regulations governing these activities.

Disclosure Policy

Tier One adheres to a comprehensive Disclosure Policy that governs communication and information management by Company personnel. The policy sets out specific procedures for reviewing and approving the dissemination of company information to the public. The Company has a Disclosure Committee that is responsible for the administration of this policy and its compliance with legal statutes, policies and procedures regarding disclosure of Company information.

The Disclosure Policy includes, but is not limited to, the following basic elements:

• Confidentiality: In carrying out the Company’s business activities, employees, officers and directors often learn confidential or proprietary information about the Company, its shareholders, suppliers, or joint venture parties. Confidentiality of such information must be respected, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes any non-public information that would be harmful to the Company, useful or helpful to competitors if disclosed or would provide unfair advantage within the capital markets.
• Securities Law & Insider Trading: Tier One complies with all applicable securities laws and regulations to ensure that material, non-public information (“inside information”), is disclosed using proper authority and in accordance with the law. Only those personnel who have a need to know receive inside information before it is released to the public. Company insiders must not use inside information for personal profit and must not take advantage of inside information by trading or providing inside information to others to trade in the securities of the Company.

Accounting and Auditing

As an important component of its general compliance with local laws, rules and regulations, Tier One complies with all financial reporting and accounting rules and regulations applicable to the Company. If any employee, officer or other person has concerns or complaints regarding accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the Audit Committee of the Board of Directors which will, (subject to its duties arising under applicable law, regulations and legal proceedings), treat such submissions confidentially.

Execution of Code of Conduct

All employees will periodically be required to read and sign this code of conduct. Failure to adhere to this code of Conduct may result in immediate dismissal. All employees shall be encouraged to report to the appropriate manager, corporate officer, or president any observed infractions of this code of conduct without fear of reprisal or breach of confidentiality.

Conclusion

No set of specific rules can anticipate or capture every possible instance in which an ethical or procedural issue may arise. Instead, Tier One is guided by the overarching principle that we are committed to fair and honest conduct and the use of good judgment and common sense.