Corporate Governance

Code of Business Practice & Conduct

Levon requires that its directors, officers and employees maintain the highest level of integrity in their dealings with each other and with the public on behalf of Levon. This Code of Business Practices & Conduct ("Code") is intended to document some of the specific principles of conduct and ethics which will be followed by our directors, officers and employees in the performance of their responsibilities with respect to Levon's business. It is intended to:

  • promote honest and ethical conduct and manage conflicts that may arise;

  • promote full, fair, accurate, timely and understandable disclosure to the public including our periodic reports required to be filed with the Canadian securities regulatory authorities (the "Commissions");

  • promote compliance with applicable governmental rules and regulations

  • provide guidance to directors, officers and employees of Levon to help them recognize and deal with ethical issues;

  • provide a mechanism to report unethical conduct; and

  • help foster a culture of honesty and accountability.
Our directors have committed that they will comply at all times with the principles set forth in this Code and they expect each of our officers and employees to do likewise. A copy of this Code is available to any interested party on request to Levon's Corporate Secretary Christina Boddy email: .

Article I. Ethical Conduct

Each of our directors, officers and employees will:

  • manage all conflicts of interest that may arise in accordance with the established conflict policies;

  • provide, or cause to be provided, full, fair, accurate, timely and plain disclosure in reports and documents that Levon files with, or submits to, the Commissions and in other public communications made by Levon;

  • comply, and take reasonable actions to encourage others within Levon to comply, with applicable governmental laws, rules and regulations;

  • promptly report violations of this Code ; and

  • promote accountability for adherence to this Code.
Levon's records must be prepared accurately and maintained properly in accordance with our audit committee policies/charter and with all applicable laws, rules and regulations. No false, artificial or deceptive entries may be made in Levon's records for any reason. In addition, it is important to remember that Levon's records belong to Levon. Therefore, Levon's records should not be removed from Levon's property except for a legitimate business reason, and any documents so removed should be returned to Levon's property as soon as practical.

Accounting procedures and controls are prescribed by policies set out in the Audit Committee Charter. Within these policies, the senior officers of Levon have the primary responsibility for establishing and monitoring adequate systems of internal accounting and controls in accordance with sound accounting principles, and all employees must adhere to these controls. Levon's auditors will be asked from time to time to monitor and report upon these internal controls. Employees are required to cooperate completely and forthrightly with Levon's independent auditors. No officer or director or employee may engage in, allow or conceal any financial or bookkeeping irregularity.

Article II. Conflicts of Interest and Board Procedures for Resolution of the same.

Directors, officers and employees have a primary business responsibility to Levon and must take all reasonable actions necessary to manage all conflicts that may arise in accordance with their established conflict policies. The Corporate Secretary shall file a report with the Corporate Governance & Nominating Committee of the Board of Directors of any transactions in contradiction with the code that have been reported. Members of the Corporate Governance & Nominating Committee who are uninvolved in the circumstances giving rise to the potential or actual conflict of interest will review the matter.

Article III. Corporation Assets

Directors, officers and employees of Levon shall take reasonable steps to protect the Corporation's assets and ensure their efficient use, in addition to ensuring Levon's assets are used only for the Levon's legitimate business purposes.

Article IV. Confidentiality of Corporate Information

Directors, officers and employees of Levon must maintain the confidentiality of all information entrusted to them by Levon, unless disclosure is authorized by Levon or is legally required. Confidential information includes all information relating to Levon that may be of use to Levon's competitors that is not otherwise public information or information that has been entrusted to Levon by its advisors or others that have a relationship with Levon. Directors, officers and employees of Levon shall comply with confidentiality provisions contained in agreements to which they or Levon is a party.

Article V. Fair Dealing

Levon seeks to outperform its competitors fairly and honestly. Levon seeks competitive advantages through superior performance, never through unethical or illegal business practices. Each director, officer and employee of Levon should endeavor to respect the rights of and deal fairly with Levon's clients and investors. No Director, officer or employees of Levon should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair practice.

Article VI. Compliance with Laws, Rules and Regulations

Directors, officers and employees must comply, at all times and in all material respects, with all laws, rules and regulations applicable to Levon.

Article VII. Reporting Illegal or Unethical Behavior

The Corporate Governance & Nominating Committee of the Board of Directors has established several options for any director, officer, employee of Levon seeking compliance advice or reporting misconduct or violations of this Code of Ethics. You can contact the Corporate Secretary, Christina Boddy (778-379-0040) or the Corporate Governance & Nominating Committee Chairperson, Daniel Vickerman (+44 756 130 14740) or our outside legal counsel, Neville McClure, (604-631-1324).

Anyone who seeks advice, raises a concern or reports misconduct or a violation of this Code is following the requirements of this Code and the desires of the Board of Directors. We encourage such action. Levon will not permit retaliation for reports made in good faith about violations of the law, rules, regulations or this Code of Business Practices and Conduct.

Article VIII. Reporting Complaints or Concerns about Accounting Matters

Canadian regulators have established rules requiring public companies to establish procedures for: (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential anonymous submission by employees of Levon of concerns regarding potential fraud, questionable accounting or auditing matters. Multilateral Instrument 52-110 requires an anonymous reporting procedure to be established.

Anyone having a complaint regarding potential fraud, accounting, internal accounting controls or auditing matters or a concern regarding questionable accounting or auditing matters, is encouraged to submit such written complaint or concern to:

Levon Resources Ltd.
Attention: Audit Committee Chairman
Suite 500 -- 666 Burrard Street,
Vancouver, British Columbia
V6C 2X8
Fax: 604 688-2419
The submission should include a detailed description of the activity regarding which there is a complaint or concern and, if known, should specify the date(s) and location(s) of such activity. Complaints or concerns may be submitted anonymously.

The Chairman of the Audit Committee (the "Chairman") will review the details of any submissions and will determine what action will be taken. If a submission is not made anonymously, the Chairman will notify the person making the submission of the action proposed to be taken in response. All written submission will be retained by the Chairman.

Submissions will be kept confidential and will only be disclosed by the Chairman of the Audit Committee and otherwise as is necessary to provide a response. The identity of persons making submissions regarding complaints or concerns about accounting matters will not be disclosed by the Chairman without consent.

Article IX. Amendment to, or Waiver of, this Code

Any amendment to, or waiver of, any provision of this Code with regard to any person to whom it applies must be approved by the Board. In the event that members of the Board will be personally affected by a waiver of this Code, such waiver shall be approved by a committee consisting entirely of members of the Board who will not be personally affected by such waiver.

COMPLIANCE CERTIFICATE
I have read and understand Levon's Code of Business Practice and Conduct (the "Code"). I will adhere in all respects to the ethical standards described in the Code. I further confirm my understanding that any violation of the Code will subject me to appropriate disciplinary action, which may include reprimand, suspension without pay, demotion or discharge.

Date: _______________________________     Name: _____________________________