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STANDARDS OF BUSINESS CONDUCT

I CONFLICTS OF INTEREST

Employees, officers and directors of the Company (the ìCorporationî) shall avoid situations where their personal interests could conflict with, or even appear to conflict with, the interests of the Company and its stockholders.

Conflicts of interest arise where an individualís position or responsibilities with the Company present an opportunity for personal gain apart from the normal rewards of employment, to the detriment of the Company. They also arise where an employeeís, directorís or officerís personal interests are inconsistent with those of the Company and create conflicting loyalties. Such conflicting loyalties can cause an employee, officer or director to give preference to personal interests in situations where corporate responsibilities should come first. Employees, officers and directors, shall perform the responsibilities of their positions on the basis of what is in the best interests of the Company and free from the influence of personal considerations and relationships.

In the event that any potential conflict of interest arises, the individual involved must immediately notify their immediate supervisor in writing. If the individualís supervisor is involved in the matter giving rise to the conflict or does not have sufficient authority to adequately deal with the conflict, the individual should notify the Companyís Chief Legal Officer in writing. If such individual is an officer or director of the Company, the Chair and the Chief Legal Officer of the Company must also be immediately notified in writing and no further action may be taken until authorized in writing by the Chair.

While it is not possible to detail every situation where conflicts of interest may arise, the following policies cover the areas that have the greatest potential for conflict:

A. Speculation in Company Securities and Use of Insider Information

There are numerous laws, both federal and provincial (or in the United States, federal and state laws), regulating transactions in corporate securities (stocks and bonds) and the securities industry. Violation of these laws may lead to civil and criminal actions against the individual and the corporation involved.

1. Employees, officers, directors and other insiders who know of any material fact about the Company which has not been disclosed to the public (commonly known as ìinsider informationî) may not engage in any transaction in the Companyís stock until such information is disclosed to the public. This rule applies equally to securities of other companies. In addition, employees, officers and directors, must not provide insider information to others (ìtippeesî) who trade in either the securities of the Company or the securities of other companies.

Generally speaking, a material fact is a matter as to which an average prudent investor ought to be reasonably informed before buying or selling the security involved. Examples of material facts include information such as knowledge of significant new production projects or library acquisitions, sales and earnings figures, major contracts, plans for stock splits and acquisitions or mergers.

Employees, officers, directors and other insiders who have questions relating to the sale or purchase of a security under circumstances where these laws and regulations might apply should consult with the Chair, or the Chief Financial Officer, who may refer them to their personal attorneys.

2. In addition to the prohibition against the use of ìinsiderî information which applies to all employees, officers and directors, the various securities laws place definite restrictions on the manner in which directors and officers of the Company, their family members, their associates, etc., may engage in transactions involving the securities of the Company. Generally speaking, the laws provide that no officer or director of the Company, their family members, their associates, etc., may engage in ìshort-swingî trading and short sales. The Company discourages, even in instances where the law is not violated, employees, officers and directors from engaging in trading activity of a speculative nature involving the Companyís securities.

Whenever there is any doubt as to whether any transactions involving the Companyís securities would violate securities laws; employees, officers and directors should consult either the Chair or the Chief Legal Officer of the Company. Within the framework of the foregoing policies and laws, the final decision of each officer, director, or employee with respect to securities transactions must be their own.

3. Employees, officers, directors and other insiders, shall not, without proper authority, give or release to anyone not employed by the Company, data or information of a confidential nature concerning the Company. Disclosure of confidential information can be harmful to the Company and could be the basis for legal action against the Company and the individual disclosing the information.

4. Employees, officers, directors and other insiders shall not acquire any property, security or any business interest which they know that the Company is interested in acquiring. Moreover, based on such advance information, employees, officers and directors shall not acquire any property, security or business interest for speculation or investment.

5. Employees, officers, directors and other insiders must follow Corporate policies regarding ìBlackout Periodsî when the Companyís stock may not be traded.

B. Personal Financial Interest

1. Employees, officers and directors, should avoid any outside financial interests which might influence their corporate decisions or actions. An employee, officer or director performing their duties in conformity with this policy shall not have a financial interest in, indebtedness to, or a personal contract or understanding with any concern with which they do business on behalf of the Company. An employee, officer or director whose corporate duties bring them into business dealings with a business in which they or a member of their family has a financial interest or to which they or a member of their family has an indebtedness, or a business employing a relative or close friend, must immediately notify their immediate supervisor, and this transaction may not be completed unless properly authorized in writing, after full disclosure of the relationship.

2. An employee, officer or director may not perform work or services, outside the course of their normal employment by the Company, for an organization doing or seeking to do business with the Company without appropriate prior written approval of their supervisor or the Board. An employee, officer or director may not be a director, officer, partner or consultant of an organization doing or seeking to do business with the Company, nor may they permit their name to be used in any way indicating a business connection with such an organization, without appropriate prior written approval of their supervisor or the Board.

3. An employee shall not accept for themselves, or for the benefit of any relative or friend, any payments, loans, services, favors involving more than ordinary social amenity, or gifts of more than nominal value from any organization doing or seeking to do business with the Company.

4. The requirement of freedom from conflict of interest applies with equal force to the spouse, children and other close relatives of each employee, officer and director. This policy applies to all employees, officers and directors of the Company with respect to all the affairs of the Company.

C. Outside Activities

Employees, officers and directors should avoid outside employment or activities which would impair the effective performances of their responsibilities to the Company, either because of excessive demands on their time, or because the outside commitments can be contrary to their obligations to the Company.

D. Protection and Proper Use of Company Assets

All employees, officers and directors should protect the Companyís assets and ensure their efficient use.

Theft, carelessness and waste have a direct impact on the Companyís profitability. All of the Companyís assets should be used only for legitimate business purposes.

II. EQUAL OPPORTUNITY

The Company supports the principle that every individual must be accorded an equal opportunity to participate in the free enterprise system and to develop their ability to achieve their full potential within that system.

There shall be no discrimination against any employee or applicant because of race, religion, color, sex, age, national or ethnic origin, or physical handicap (unless demands of the position are prohibitive). All employees, officers and directors will be treated with equality during their employment without regard to their race, religion, color, sex, age, national or ethnical origin, or physical handicap, in all matters, including employment, upgrading, promotion, transfer, layoff, termination, rates of pay, selection for training and recruitment. The Company will maintain a work environment free of discriminatory practice of any kind.

No employee shall have any authority to engage in any action or course of conduct or to condone any action or course of conduct by any other person which shall in any manner, directly or indirectly, discriminate or result in discrimination in the course of oneís employment, termination of employment, or any related matter where such discrimination is, directly or indirectly, based upon race, religion, color, sex, age, national or ethnic origin, or physical handicap.

III HEALTH, SAFETY, AND ENVIRONMENTAL PROTECTION

It is the Companyís policy to pay due regard to the health and safety of its employees, officers and directors and others and to the stare of the environment. There are federal, provincial, state and local workplace safety and environment laws which through various governmental agencies regulate both physical safety of employees, officers and directors and their exposure to conditions in the workplace. Should you be faced with an environmental health issue or have a concern about workplace safety, you should contact your Health and Safety Committee representative or notify Management immediately.

IV WORK ENVIRONMENT

Employees, officers and directors must treat each other with professional courtesy and respect at all time and specifically shall not subject any other employee to unwelcome sexual advances, requests for sexual favors or other verbal or physical conduct which might be construed as sexual in nature. Such conduct may constitute sexual harassment under federal, provincial and state law and may be the basis for legal action against the offending employee and/or the Company.

Any employee who believes that they have been subjected to sexual harassment by any other employee should immediately advise their supervisor or an officer of the Company that there are reasonable grounds to believe that an incident of sexual harassment has occurred. The identity of the employees, officers or directors involved will be kept strictly confidential and will not be revealed by the Companyís management without the employeeís permission. The alleged harassment will be thoroughly investigated and documented by the Company and appropriate action will be taken. The Company shall have an appropriate policy to protect employees against discrimination.

V INTEGRITY OF RECORDS AND FINANCIAL REPORTS

As a public company, it is of critical importance that the Companyís filings with the appropriate regulatory authorities be accurate and timely. Depending on their position with the Company, and employee, officer or director may be called upon to provide necessary information to ensure that the Companyís public reports are complete, fair and understandable. The Company expects employees, officers and directors to take the responsibility very seriously and to provide prompt accurate answers to inquiries related to the Companyís public disclosure requirements.

The integrity of the Companyís record keeping systems will be respected at all times. Employees, officers and directors are forbidden to use, authorize, or condone the use of ìoff-the-booksî bookkeeping, secret accounts, unrecorded bank accounts, ìslushî funds, falsified books, or any other devices that could be utilized to distort records or reports of the Companyís true operating results and financial conditions or could otherwise result in the improper recordation of funds or transactions.

VI USE OF AGENTS AND NON-EMPLOYEES, OFFICERS AND DIRECTORS

Agents or other non-employees cannot be used to circumvent the law. Employees, officers and directors will not retain agents or other representatives to engage in practices that run contrary to the Company Standards of Business Conduct.

VII STANDARDS OF COMPLIANCE

A. Initial Distribution

1. Current employees, officers and directors designated to receive these Standards will receive their copies immediately after publication.

2. Future employees, officers and directors designated to receive these Standards will receive their copies at the time they are hired.

B. Initial Verification

Upon receiving their copy of the Standards, employees and directors current and future will:

1. Become thoroughly familiar with the Standards.

2. Resolve any doubts or questions about the Standards with their supervisor.

3. Inform their supervisors of any existing holdings or activities that might be, or appear to be, at variance with the Standards.

4. Prepare written disclosures of such information if requested, by supervisors.

5. Take steps to correct existing situations and bring holdings and activities into full compliance with the Standards. Such steps will be approved in writing by supervisors and will be based on the written disclosure submitted by employees, officers and directors.

6. Sign verification and return it to their supervisors who will make it part of employeeís permanent corporate records.

C. Maintaining Compliance

1. Employees, officers and directors have the responsibility to maintain their understanding of the Standards of Business Conduct and for following them.

2. Supervisors have the responsibility to maintain an awareness on the part of their employees, officers and directors of the importance of their adhering to the Standards of Business Conduct and for reporting deviations to Company Management.

3. As requested by the Board of Directors or senior management, employees, officers and directors or supervisors will be asked to re-verify their understanding of the Standards of Business Conduct and their compliance with them from time to time.

4. Employees, officers and directors must inform their supervisors of any changes in their holdings or activities that might be, or appear to be in non-compliance with the Standards of Business Conduct.

5. Employees, officers and directors must prepare written disclosure of such information, if requested, by supervisors.

6. Employees, officers and directors must take steps to correct any such changes, if necessary, to bring holdings and activities into full compliance. Such steps will be approved in writing by Supervisors and Management and will be based on the written disclosures submitted by employees, officers and directors.

D. Audits of Compliance

Regular audits of the Company will include procedures to test compliance with the Standards of Business Conduct.

VIII VIOLATIONS OF STANDARDS

A. Employees, officers and directors must immediately report any violations of the Standards. Failure to do so can have serious consequences for the employees, officers or directors and the Company.

B. Reports of violations should be made by employees, officers and directors to their supervisors or to Human Resources and to the Chief Legal Officer.

C. Supervisors and Human Resources have the responsibility of promptly and thoroughly investigating all reports and of reporting violations to the Chief Legal Officer.

D. After a violation is investigated, appropriate action will be taken. Management has the right to determine the appropriate disciplinary action for a violation up to and including termination of employment.. All proposed disciplinary action is subject to the review by senior Management.

E. Employees, officers and directors should be aware that in addition to any disciplinary action taken by the Company, violations of some Standards may require restitution and may lead to civil or criminal action against individual employees, officers and directors and any Company involved.

F. Supervisors have the responsibility of taking remedial steps to correct any operating procedures that may contribute to violations of Standards.

G. Retaliation in any form against an individual who reports a violation of these Standards of Business Conduct or of law in good faith, or who assists in the investigation of a reported violation, is itself a serious violation of this policy. Acts of retaliation should be reported immediately to their supervisor or Human Resources, and will be disciplined appropriately.

IX CONTINUANCE OF EXISTING PERSONNEL POLICIES, RULES AND PERFORMANCE STANDARDS

The Company has codified numerous personnel policies, rules and standards of employee performance, which continue in force. These Standards of Business Conduct are intended to supplement and amplify those established personnel policies, rules and standards.

It continues to be the responsibility of all members of management to comply with all such policies, rules and performance standards. Additionally, they are to continue making certain that employees reporting to them are made aware of the established policies, rules and performance standards and comply with them.

X AMENDMENT, MODIFICATION AND WAIVER

The Company will periodically review these Standards of Business Conduct. These Standards may be amended, modified or waived by the Board of Directors and waivers may also be granted by the Nominating & Corporate Governance Committee, subject to the disclosure and other applicable rules of the Toronto Stock Exchange. Employees, officers and directors will be fully informed of any material revisions to the Standards of Business Conduct.