Ethics Statement of Policy

& Code of Conduct

PowerHouse Resources International, Inc. (PHRI) is committed to conducting business with the highest level of ethical standards. Doing what is right and treating others with honesty and integrity are the hallmark of PHRI’s business philosophy. Accordingly, all dealings with our customers, suppliers, competitors and co-workers will be conducted at the highest level of ethical behavior and in strict compliance with the letter and spirit of applicable laws and regulations. Improper activities, or even the appearance of impropriety, can result in serious consequences to the Company and to those involved in such activities. Employees shall not, on behalf of PHRI, engage in any conduct that violates any law or is otherwise inconsistent with the highest levels of honesty and integrity.

The provisions of PHRI’s Code of Conduct applies to all employees, officers, as well as consultants and others who act on behalf of PHRI. If you are employed by, or associated with, a PHRI organization based outside of the United States, you are required to abide by this Code and any modifications applicable to that country.

The following behaviors are not only expected, they are required of all employees, officers, consultants and others who act on behalf of PHRI:

If, at any time, you are in doubt about any aspect of your compliance responsibilities, you should contact your manager, supervisor, or designated Ethics Officer to address your concerns. Retaliation against those who come forward to raise genuine concerns will not be tolerated.