1. INTRODUCTION The Code of Conduct (Code) of Giralia Resources NL (Giralia or the Company) aims to foster an understanding of the desired standards of conduct and behaviour of the directors, officers, employees and contractors (collectively, the Employees) of Giralia in carrying out their roles for the Company. Through this Code, Giralia seeks to encourage a culture of honesty, professionalism and responsibility in order to enhance our reputation as a preferred employer, business operator and "corporate citizen". The Code is designed to outline in broad terms the manner in which the Company wishes to conduct its business. The Code does not cover every possible situation that Employees may face, but is intended to provide Employees with a guide to taking a commonsense approach to any given situation, within an overall framework. Employees are encouraged to contact Giralia's Company Secretary if they have any comments or queries in relation to the Code. As the Code is a public document, the Company views breaches of the Code by Employees as serious misconduct with the potential to damage the Company's reputation in the business community. Employees who breach the policies outlined in the Code may be subject to disciplinary action including, in the case of serious breaches, dismissal. If the situation involves a violation of law, the matter may also be referred to the appropriate law enforcement agency for consideration. All Employees who are aware of any breaches of this Code must report the matter immediately to their Manager. In cases of a particularly serious breach, you may choose to contact the Company Secretary directly, in addition to your Manager. Any Employee who reports in good faith a breach or suspected breach of this Code will not be subject to retaliation or retribution or other recriminations for making that report. 2. THE CODE 2(a) Financial controls and records Accounting and financial records must be maintained which accurately reflect all Company transactions. There shall be no cash funds, bank accounts, investments or other assets which are not recorded or are inadequately recorded in the Company's accounting records. The Company's accounting and financial records must be adequately protected from destruction or tampering. The accounting and financial records must also be retained for a sufficient period of time to meet legal requirements. 2(b) Professional Conduct Employees have a responsibility to maintain high levels of professional conduct. Each Employee should conduct their professional dealings with all people in an honest and fair manner, with integrity and respect. This should involve, as a minimum: acting within applicable laws, particularly those that deal with matters covered by this Code, including equal opportunity and anti-discrimination laws; acting with courtesy, fairness and respect in supervision, and avoiding behaviour that might reasonably be perceived as bullying or intimidation; encouraging cooperation and fostering an environment where rational debate is encouraged, with a view to achieving shared goals; and understanding and responding to the needs of Giralia's broader stakeholders, including the community at large. 2(c) Compliance with and Respect for the Law Employees must respect the law and act accordingly by observing and respecting the relevant laws, customs and business methods in the environment in which we operate. If an Employee has concerns or queries about specific legal issues connected with Giralia then they should, where appropriate, discuss those issues with their Manager or the Company Secretary in the first instance. Where necessary, legal advice should be sought before any decision is made in relation to the issue. All Employees shall have access to, and must understand, relevant operating rules and regulations in appropriate procedure manuals or policies. This is to ensure that Employees are aware of their own legal responsibilities, and the obligations of Giralia in general. 2(d) Disclosure of Company Information The Company is legally obliged to inform the Australian Stock Exchange (ASX), on a continuous basis, of any information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's shares. The Company Secretary makes disclosure in accordance with relevant obligations and must be alerted to developments that may call for disclosure. 2(e) Insider Information Giralia has a formal share trading policy that may place additional restrictions on certain Employees on top of the basic legal requirements discussed below. If an Employee has any queries in relation to trading in Giralia shares they should contact the Company Secretary prior to trading. Laws against insider trading in Australia make it illegal to deal in shares of a company while in possession of material information about the company which has not become public. If Employees are in possession of information concerning the Company that is not generally available, and which a reasonable person would expect to have a material effect on the Company's share price, it is unlawful for them to buy, sell or otherwise deal in the Company's shares. It is also unlawful in those circumstances to encourage someone else to deal in the Company's shares or to pass the information to someone you know may use the information to buy or sell the Company's shares. A person does not need to be an Employee of the Company to be guilty of insider trading. The prohibition extends to dealings by Employees through nominees, agents or associates, such as family members, family trusts and family companies. It does not matter how or where the person obtains the information. It does not have to be obtained from the Company to constitute inside information. There are very serious penalties, including possible imprisonment, for violation of these laws. 2(f) Conflict of Interest and receiving gifts The Company recognises and respects an Employee's right to take part in financial, business and other activities in their own time and outside their jobs, however these activities must be free of conflict with their responsibilities to the Company. Employees should consistently maintain their integrity whilst carrying out their duties by avoiding all situations in which their personal interests conflict or might appear to conflict with their duties to the Company. Employees must not use their position to obtain personal gain or benefit from those seeking to do business with the Company. Modest gifts and reasonable entertainment may be received from business partners or associates of the Company where appropriate. However, no gift, favour or entertainment shall be of such a nature as might affect, or reasonably be perceived to affect, an Employee's judgement or conduct in matters involving the Company. Details of any gifts or favours should be advised to the Managing Director or Company Secretary. 2(g) Confidential /Private Information Unless previously published, the Company's records, reports, papers, processes, plans and methods are proprietary and confidential. Employees should not reveal information concerning such matters without proper authorisation. The Company records may include personal information. Personal information is information or an opinion about an individual whose identity is apparent or can be ascertained from the information or opinion. During the course of its activities, the Company may collect, hold and use personal information about suppliers of goods and services, customers, contractors and prospective and current Employees. Any personal information must be managed in a professional and ethical manner and is not to be used for any purpose or disclosed outside the Company without the permission of the individual concerned, unless authorised or required by law. 2(h) Efficiency in employment Employees should carry out their roles in a cost effective and responsible manner. This includes: using the Company's property and equipment only for authorised company business; avoiding waste of company resources; and maintaining adequate security over the Company's property and resources. 2(i) Equal Opportunity and Employee Discrimination The Company recognises the importance of valuing the many differences in background, culture and demographic characteristics of our Employees. The Company will not permit discrimination, intimidation or harassment of, or by, Employees on the basis of race, gender, marital status, national origin or religious beliefs, or on the basis of any other personal characteristics protected by law. This is a fundamental principle of this Code, and relates to rights which are firmly protected under the laws of Australia. Discrimination is not permitted at any level of the Company or in any part of the employment relationship. This includes areas such as recruitment, promotion, training opportunities, salary, benefits and terminations. The Company will treat all Employees according to their skills, qualifications, competencies and potential. To support this policy, the Company will: provide relevant education and awareness programs for all Employees; implement systems and monitor those systems to eliminate all discriminatory practices; ensure procedures are in place to address any cases of discrimination or harassment; and appoint trained contact persons to handle harassment concerns. Breach of this policy is viewed very seriously by the Company and could lead to disciplinary action against the individual concerned. 2(j) Environment The Company strives to operate in a manner which minimises waste and prevents pollution. Accordingly, at a minimum: the Company's operations are to comply with relevant statutory and regulatory requirements; the Company will regularly monitor its environmental performance, objectives and targets and ensure that support functions exist to effectively maintain and continually improve environmental standards; the Company must ensure that environmental care is of equal importance to every facet of the Company's management and operations; the Company is committed to returning sites to a state compatible with a healthy environment; and the Company will continue to promote individual commitment to safe and environmentally responsible behaviour through the training and education of, and dissemination of information to, all relevant staff. 2(k) Occupational Health and Safety The Company is committed to providing a safe and healthy workplace, and to developing, maintaining and promoting safe and productive work practices in all aspects of its business. The Company is committed to complying with all occupational health and safety laws and regulations governing its activities. The Company must take into account the impact of health and safety issues when making business decisions and must ensure that business decisions do not compromise our commitment to avoiding injury to people. 2(l) Ore reserves and mineral resources The calculation of ore reserves and mineral resources is to be made in accordance with established procedures. Ore reserves and mineral resource estimates are considered strictly confidential until made public by an authorised person. Ore reserves and resources are one of the primary bases for valuation of Giralia shares. Accurate and timely disclosure of ore reserve and resource data is critical to the integrity of Giralia within the investment community. Delineation of ore reserves and mineral resources is very important, and must be done in a manner consistent with applicable laws and Giralia's policies and procedures. 2(m) Alcohol and Drug Use Employees must not be under the influence of any drug, including alcohol, while at work or when conducting Company business, including the driving of Company vehicles. In addition, the Company prohibits the possession, transfer, or use of illegal substances on Company premises, when engaged in Company business, or at Company functions. Failure to comply with this policy will be regarded as serious misconduct that may lead to dismissal. To prevent passive smoking exposure, all Company buildings and sites must either be non-smoking or have designated smoking and non-smoking areas. If smoking areas are provided they should be sealed off from adjacent work areas, clearly marked and adequately ventilated.