CORPORATE

• Financial Reports
• Corporate Bios
• Board of Directors
• Executive Committee
• Corporate Governance
  • Charter of the Board of Directors
  • Audit Committee Mandate
  • Code of Professional Conduct
  • Charter of the Nominating Governance
  • Corporate Governance Guidelines
  • Description of Chief Executive Officer
  • Description of Chair of Audit Committee
  • Charter of the Disclosure Committee
  • Charter of the Compensation Committee
  • Standards of Business Conduct
  • Description of Compensation Committee

CODE OF PROFESSIONAL CONDUCT FOR CHIEF EXECUTIVE OFFICER AND SENIOR EXECUTIVES

The Board of Directors has adopted this Code of Professional Conduct (the ìCodeî) for the Chief Executive Officer, the Chief Financial Officer and other senior executive officers (each, a ìSenior Executiveî) of Knightscove Media Corp. (the ìCorporationî) to deter wrongdoing and promote honest and ethical conduct in the practice of financial management; fill, fair accurate, timely and understandable disclosure; and compliance with all applicable laws and regulations. The Senior Executives are expected to abide by this Code as well as all other applicable business policies, standards and guidelines of the Corporation.

As a senior executive you will:

1. Act with honesty and integrity.

2. Avoid actual or apparent conflicts of interest between your personal and professional relationships and never use or attempt to use your position to obtain any improper personal benefit for yourself,  your family, or any other person.

3. Observe both the form and spirit of technical and ethical accounting standards.

4. Ensure that the Corporationís disclosure is full, fair, accurate, complete, objective, relevant,  timely and understandable, including in its filings with and other submissions to the applicable securities commissions.

5. Comply with all applicable rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

6. Act in good fait, responsibly, with due care, competence and diligence, without misrepresenting materials facts or allowing your independent judgment to be subordinated.

7. Respect the confidentiality of information acquired in the course of your work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of your work will not be used for personal advantage.

8. Not unduly or fraudulently influence, coerce, manipulate, or mislead any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of the Corporationís financial statements or accounting books and records.

If you are aware of any suspected or known violations of this Code, you have a duty to promptly report such concerns to the Chief Legal Officer and to the Chair of the Audit Committee.

You understand that you will be held accountable for your adherence to this Code. Your failure to observe the terms of this Code may result in disciplinary action, up to and including termination of employment. Violations of this Code may also constitute violations of law and may result in civil and criminal penalties for your and/or the Corporation.