International Minerals | Code of Business Conduct and Ethics

(Adopted by the Board of Directors on September 27, 2007)

International Minerals Corporation (“IMC” or the “Company”) is committed to:

honest and ethical conduct;
full, fair, accurate, timely and understandable disclosure in the Company’s public reports and communications; and
compliance with applicable governmental laws, rules and regulations and stock exchange rules.
Accordingly, the Company’s Board of Directors has developed and adopted this Code of Business Conduct and Ethics applicable to all directors, officers, employees and consultants who regularly provide ongoing services to the Company (“consultants”), with the goal of promoting the highest moral, legal and ethical standards and conduct within the Company. Compliance with this Code and high standards of business conduct is mandatory for every IMC director, officer, employee and consultant.

INTRODUCTION

This Code is not intended to be a comprehensive guide to all of our policies or to all of your responsibilities under law or regulation. It provides general parameters to help you resolve the ethical and legal issues you encounter in conducting our business. Think of this Code as a guideline, or a minimum requirement, that must always be followed. You must not assume that questionable activities not explicitly covered by or specifically prohibited by this Code are permissible.
Adherence to the Code will be ensured by the Chair of the Audit Committee. All inquiries and complaints should be directed to the Chair as well.

We expect each of our directors, officers, employees and consultants to read and become familiar with the ethical standards described in this Code and to affirm your agreement to adhere to these standards by signing the Compliance Certificate that appears at the end of this Code. Violations of the law, our corporate policies, or this Code may lead to disciplinary action, including dismissal.

I. Honest and Ethical Conduct

We place the highest value on the integrity of our directors, our officers, our employees and our consultants and demand this level of integrity in all our dealings. We insist on not only ethical dealings with others, but on the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Fair Dealing

Directors, officers, employees and consultants are required to deal honestly and fairly with each other, our suppliers, competitors, shareholders and other third parties. In our dealings with these parties, we:

prohibit bribes, kickbacks and any other form of improper payment, direct or indirect, to any representative of a government, labor union, supplier or other business partner in order to obtain a contract, some other commercial benefit or government action;
prohibit our directors, officers, employees and consultants from accepting any bribe, kickback or improper payment from anyone;
require clear and precise communication in our contracts, our advertising, our literature, and our other public statements and seek to eliminate misstatement of fact, material omissions or misleading impressions; and
prohibit our representatives from otherwise taking unfair advantage of our suppliers, competitors or other third parties, through manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.

Conflicts of Interest and Corporate Opportunities

Our directors, officers, employees and consultants should not be involved in any activity that creates or gives the appearance of a conflict of interest (i.e., any situation where that individual’s private interest or personal gain interferes or appears to interfere with that person’s performance in the bests interests of IMC). In particular, unless specific permission has been provided by the Chair of the Audit Committee, no consultant, employee, director or officer shall:

be a consultant to, or a director, officer or employee of, or otherwise operate an outside business that:
- 3/4 competes with IMC; or
- 3/4 supplies products or services to IMC;
have any financial interest, or have immediate relatives who have any financial interest, including significant share ownership, in any entity with which we do business that might create or give the appearance of a conflict of interest;
seek or accept any personal loan or services from any entity with which we do business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;
stake mineral claims or acquire mineral properties in their own interest or in the interest of any syndicate not owned, controlled or directed by IMC;
use IMC’s property for any activities not associated with the discharge of official duties without prior authorization from their administrative superior;
be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director’s, officer’s, employee’s or consultant’s responsibilities to us;
demand, accept or offer to accept from a person or company having dealings with IMC, a commission, reward, advantage or benefit of any kind, directly or indirectly, except for casual benefits such as hospitality or small gift items within normal and reasonable expressions of business courtesy;
accept any personal loan or guarantee of obligations from IMC, except to the extent such arrangements are legally permissible and approved in advance by the Chair of the Audit Committee; or
in the performance of their duties, accord or influence others to accord preferential treatment to immediate family members, which includes spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives, or to organizations in which they or their family members have any interest,

provided, however, that only the Chair of the Audit Committee (or the Board of Directors as a whole, if the potential conflict involves the Chair of the Audit Committee) shall have the authority to grant any such permission to waive this conflict of interest and corporate opportunity provision for a director or officer and only for a single specific instance.

Directors, officers, employees and consultants must notify the Chair of the Audit Committee of the existence of any actual or potential conflict of interest for the purpose of developing a means for the ethical handling of that situation.

Confidentiality and Corporate Assets

Our directors, officers, employees and consultants are entrusted with our confidential information and with the confidential information of our suppliers or other business partners. This information may include (1) technical or scientific information about current and future projects, (2) business opportunities or projections, (3) earnings and other internal financial data, (4) personnel information, and (5) other non-public information that, if disclosed, might have a material impact on the market value of IMC, be of use to our competitors, or harmful to our suppliers or other business partners. This information is our property, or the property of our suppliers or other business partners and in many cases was developed at great expense. Our directors, officers, employees and consultants shall:

not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends;
use confidential information only for our legitimate business purposes and not for personal gain;
not disclose confidential information to third parties; and
not use IMC’S property or resources for any personal benefit or the personal benefit of anyone else, including internet, email, and voicemail services, which should be used only for business related activities, and which may be monitored by IMC at any time without notice.

II. Full, Fair, Accurate, Timely and Understandable Disclosure

We are committed to providing our shareholders and investors with full, fair, accurate, timely and understandable disclosure in the reports that we file with the Canadian provincial securities regulators. To this end, our directors, officers, employees and consultants shall:

not make false or misleading entries in our books and records;
not condone any undisclosed or unrecorded bank accounts or assets established for any purpose;
comply with generally accepted accounting principles and adhere to both the form and spirit of technical and ethical accounting standards;
notify the Chair of the Audit Committee if there is a significant unreported transaction;
maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded and that the potential loss, theft or misuse of Company assets is minimized or prevented;
maintain books and records that accurately and fairly reflect our transactions;
prohibit the establishment of any undisclosed or unrecorded funds or assets;
maintain a system of internal controls that will provide reasonable assurances to our management that material information about IMC is made known to management, particularly during the periods in which our periodic reports are being prepared;
present information in a clear and orderly manner;
provide full reporting of facts, professional judgments and opinions, whether favourable or unfavourable; and
not communicate to the public non-public information unless expressly authorized to do so.

III. Compliance With Laws, Rules and Regulations

We will comply with all laws and governmental regulations that are applicable to our activities within the jurisdictions in which we operate, and expect all our directors, officers, employees and consultants to obey the law. Specifically, we are committed to:

conducting our activities in compliance with all applicable safety and environmental laws;
promoting a workplace that is free from discrimination or harassment based on race, color, religion, sex, age, national origin, disability or other factors that are unrelated to the Company’s business interests;
supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;
prohibiting any illegal payments, gifts, or gratuities to any government officials or political party; and
complying with all applicable securities laws, including financial reporting requirements.

Our directors, officers, employees and consultants are prohibited from trading our securities while in possession of material, non-public (“inside”) information about IMC and must comply with share trading directives and black-out periods.

IV. Administration

Our Board of Directors and Audit Committee have established the standards of business conduct contained in this Code and oversee compliance with this Code. Additionally, we have designated the Chair of the Audit Committee to ensure adherence to the Code.
Training on this Code will be included in the orientation of new employees and provided to existing directors, officers, employees, and consultants on an on-going basis.

Reporting Violations and Questions

Directors, officers, employees and consultants must report in writing, any known or suspected violations of laws, governmental regulations or this Code to the Chair of the Audit Committee of our Board of Directors. Additionally, directors, officers, employees and consultants may contact the Chair of the Audit Committee with a question or concern about this Code or a business practice. Any questions or violation reports will be addressed immediately and seriously, and can be made anonymously. We attempt to foster a work environment in which ethical issues and concerns may be raised and discussed with supervisors or with others without the fear of retribution.

The Chair of the Audit Committee or his/her designee will investigate any reported violations. The Chair of the Audit Committee or his/her designee will have sole responsibility to judge whether there has been a violation of the Company’s Code of Business Conduct and Ethics and, if warranted, will determine an appropriate response, including corrective action and preventative measures, involving the Chair of the Audit Committee or Chief Executive Officer when required. All reports will be treated confidentially to every extent possible. We will not allow any retaliation against a director, officer, employee or consultant who acts in good faith in reporting any violation.

Consequences of a Violation.

Directors, officers, employees and consultants that are determined to have violated any laws, governmental regulations or this Code will face appropriate, case-specific disciplinary action, which may include demotion, re-assignment, suspension with or without pay or immediate termination.

Receipt of Complaints

In order to facilitate the reporting of employee complaints, the Company's Audit Committee has established the following procedures for:

the receipt, retention and treatment of complaints regarding any known or suspected violations of laws, governmental regulations or this Code (“Code of Conduct Matters”) and

the confidential anonymous submission by directors, officers, employees and consultants of complaints.

Directors, officers, employees and consultants with concerns regarding Code of Conduct Matters may report their concerns or complaints in writing directly to the Chair of the Audit Committee (the “Investigating Officer”).

Directors, officers, employees and consultants may report complaints or concerns regarding Code of Conduct Matters on a confidential, anonymous basis to the Audit Committee through regular mail marked CONFIDENTIAL addressed to the Chair of the Audit Committee at the Company's Scottsdale address.

The complaint should be in writing so as to assure a clear understanding of the issued raised. The complaint should be factual rather than speculative, and should contain as much specific information as possible to allow for proper assessment. The complaint describing an alleged violation or concern should be candid and set forth all the information that the person knows regarding the allegation or concern. In addition, all complaints must contain sufficient corroborating information to support the commencement of an investigation. The Company may, in its reasonable discretion, determine not to commence an investigation, if an compliant contains only unspecified or broad allegations of wrongdoing and without appropriate information support.

Directors, officers, employees and consultants with concerns regarding Code of Conduct Matters may report their concerns or complaints in English or Spanish on a confidential and anonymous basis to the Chair of the Audit Committee by using one of the following addresses:

North America (For English)

Chairman of the International Minerals’ Audit Committee
“Personal and Confidential”
c/o Axium Law Corporation
Suite 3350, Four Bentall Centre
1055 Dunsmuir Street
P.O. Box 49222
Vancouver, British Columbia V7X 1L2
Canada

South America (For Spanish)

Chairman of the International Minerals’ Audit Committee
“Personal and Confidential”
c/o Estudio Juridico Paz & Horowitz
Whymper 1105 y Diego de Almagro
Edificio Tempo
Quito, Ecuador

Treatment of Complaints

Upon receipt of the complaint by the Chair of the Audit Committee, the Investigating Officer shall make a determination, in his or her reasonable judgment, whether a reasonable basis exists for commencing an investigation into the complaint. To assist in making this determination, the Investigating Officer may conduct an initial, informal inquiry. At the request of the Investigating Officer, other parties may become involved in the inquiry based on their oversight responsibility or expertise.

To the extent possible, all complaints will be handled in a confidential manner. In no event should information concerning the complaint be released to persons without a specific need to know. Investigation of complaints should be prompt. The determination by the Investigating Officer will be communicated to the director, officer or employee who brought the complaint, unless anonymous, to the Audit Committee and to relevant management, as appropriate.

Upon making a determination to recommend a formal investigation, the Investigating Officer will promptly notify the members of the Audit Committee. The Audit Committee will then determine, in its reasonable judgment, whether a reasonable basis exists for commencing a formal investigation into the complaint. If the Audit Committee makes such a determination, then it shall instruct the Investigating Officer to proceed with a formal investigation. The Investigating Officer shall oversee all investigations under the authority of the Audit Committee. The Audit Committee shall ensure coordination of each investigation and shall have overall responsibility for implementation of this policy. The Audit Committee shall have the authority to retain outside legal or accounting expertise in any investigation, as it deems necessary to conduct the investigation in accordance with its charter and this policy.

At each meeting of the Audit Committee, the Chair shall prepare a report to the Audit Committee stating the nature of each complaint submitted during the quarter, if any, immediately preceding the meeting of the Audit Committee, whether or not the complaint resulted in the commencement of a formal investigation, and the status of each investigation.

Corrective Action

The Audit Committee, with the input of the Investigating Officer and the Company management, if requested, will determine the validity of a complaint and any corrective action, as appropriate. It is the responsibility of the Audit Committee to report to the full Board and to Company management any non-compliance with legal and regulatory requirements and to assure that management takes corrective action including, where appropriate, reporting any violation to the relevant governmental or regulatory authorities. Directors, officers, employees and consultants that are found to have knowingly violated any laws, governmental regulations or Company policies will face appropriate, case specific disciplinary action.

Protection of Employees/Consultants

The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any director, officer, employee or consultant in the terms and conditions of employment or service based upon any lawful actions of such director, officer, or employee with respect to good faith reporting of complaints regarding Code of Conduct Matters.

Unsubstantiated Allegations

If a director, officer, employee or consultant makes a complaint in good faith pursuant to this policy and any facts alleged are not confirmed by subsequent investigation, no action will be taken against the director, officer, employee or consultant making the complaint. In making a complaint, a director, officer, employee or consultant should exercise due care to ensure the accuracy of the information disclosed. If after investigation a matter raised under this procedure is found to be without substance and to have been made not in good faith but for malicious or frivolous reasons, the director, officer, employee or consultant making the complaint could be subject to disciplinary action.

Where alleged facts disclosed pursuant to this policy are not substantiated, the conclusions of the investigation will be made known both to the person who made the complaint and to the person(s) against whom any allegation was made in the complaint. The finding that the allegations were not substantiated will be made a part of the record.

Retention of Complaints and Documents

At the direction of the Audit Committee, the Chair of the Audit Committee will maintain a log of all complaints, tracking their receipt, investigation and resolution. All complaints submitted regarding alleged violations or concerns will remain confidential to the extent practicable. In addition, all written statements, along with the results of any investigations relating thereto, shall be retained by the Company for a minimum of three years.