Amended: November 4, 2010
Adopted: December 16, 2004

I.   PURPOSE OF THIS CODE
This Code of Business Conduct and Ethics ("Code") is intended to document the principles of conduct and ethics to be followed by Dundee Precious Metals Inc. ("Dundee" or the "Company") full and part-time employees including contractors ("Employees"), officers and directors.  Its purpose is to:

• Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and   professional relationships;
• Promote avoidance of conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
• Promote full, fair, accurate, timely and understandable disclosure in reports and documents that Dundee files with, or submits to, the securities regulators and in other public communications made by Dundee;
• Promote compliance with applicable governmental laws, rules and regulations;
• Promote the prompt internal reporting to an appropriate person of violations of this Code;
• Promote accountability for adherence to this Code;
• Provide guidance to Employees, officers and directors to help them recognize and deal with ethical issues;
• Provide mechanisms to report unethical conduct; and
• Help foster Dundee's culture of honesty and accountability.

Dundee will expect all its Employees, officers and directors to comply at all times with the principles in this Code.  Violations of this Code are grounds for disciplinary action up to and including immediate termination of employment and possible legal prosecution. 

For the purpose of this Code, the Company's Compliance Officer, being the Corporate Secretary of the Company, will be responsible for administering this Code and monitoring compliance with its provisions and procedures.  The Compliance Officer may designate one or more individuals who may perform certain of the Compliance Officer's duties in the event that the Compliance Officer is unable or unavailable to perform such duties.

II.   CONFLICTS OF INTEREST
Employees, officers and directors of Dundee shall avoid situations where their personal interest could conflict with, or even appear to conflict with, the interests of the Company and its shareholders.

Conflicts of interest arise where an individual's 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.  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 and the individual involved is an Employee of the Company, the individual involved must immediately notify their immediate supervisor who may contact the Company's Compliance Officer, if appropriate. If such individual is an officer or director of the Company, the Chairman of the Company as well as the Company's Compliance Officer must be immediately notified.

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.

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 Inside Information
There are numerous laws, both federal and provincial, regulating transactions in corporate securities and the securities industry. Violation of these laws may lead to civil and criminal actions against the individual and the company involved.  All Employees, officers and directors will take all steps to be in compliance with such laws and in order to do so will adhere to the Company's Insider Trading and Disclosure Policies.

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 of the Company 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 his or her immediate supervisor and the Company's Compliance Officer, in the case of an Employee, and the Chairman and the Company's Compliance Officer, in the case of a director or officer of the Company.

2.   An Employee, officer or director may not perform work or services for an organization doing or seeking to do business with the Company without the approval of such individual's immediate supervisor and the Company's Compliance Officer, in the case of an Employee, and of the Chairman and the Company's Compliance Officer, in the case of an officer or director of the Company.  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 the approval of their immediate supervisor and Compliance Officer, in the case of an Employee, and of the Chairman and the Company's Compliance Officer, in the case of an officer or director of the Company.

C.  Outside Activities
Employees and officers of the Company should avoid outside activities which would impair the effective performances of their responsibilities to the Company.

III.   COMPETITIVE PRACTICES
Management of the Company firmly believes that fair competition is fundamental to continuation of the free enterprise system. The Company complies with and supports laws of all countries which prohibit restraints of trade, unfair practices, or abuse of economic power.

These principles of fair competition are basic to all the Company's operations. They are integral parts of the following sections that cover the Company's dealings with suppliers, public officials and any other outside parties.

IV.   ANTI-FRAUDULENT PRACTICES
The Company is committed to protecting the Company's reputation, revenues, assets and information from any attempts of fraud, deceit or other improper conduct by its directors, officers or Employees. Except as specifically provided in this Code, directors, officers and Employees of the Company shall avoid the following practices:

A.  Corrupt Practices
Employees, directors and officers must not engage in corrupt practice, which includes the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to improperly influence the actions of another party.  In implementing this provision, the following principles must be used as guidance:

1.   The conduct in question must involve the use of improper means (such as bribery or kickbacks) by someone to induce another person to act or to refrain from acting in the exercise of his duties, in order to obtain or retain business, or to obtain an undue advantage.  Antitrust, securities and other violations of law that are not of this nature fall outside the definition of "corrupt practices" but may still be scrutinized under alternative procedures.

2.   The Company acknowledges that foreign investment agreements, concessions and other types of contracts commonly require Employees to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, Employees are often required or expected to make contributions to bona fide local charities.  These practices are not viewed as "corrupt practices" for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payer's books and records. Similarly, an Employee will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

3.   In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute "corrupt practices" unless the action violates applicable law.

4.   Payment of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as "corrupt practices".

5.   The Company does not condone facilitation payments of any kind whether they are criminalized or not.  Such payments, which are illegal in most countries, are dealt with in accordance with relevant local laws and international conventions.

B.  Fraudulent Practices
Employees, directors and officers must not engage in fraudulent practice, which includes any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial benefit or to avoid an obligation.  In implementing this provision, the Company will be guided by the principle that an action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a "fraudulent practice".

C.  Coersive Practices
Employees, directors and officers must not engage in coercive practice, which includes impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to improperly influence the actions of a party.  In implementing this provision, the following principles will be used as guidance:

1.   "Coercive practices" are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a "corrupt practice" or a "fraudulent practice".

2.   "Coercive practices" are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation in such implementation.

D.  Collusive Practices
Employees, directors and officers must not engage in collusive practice, which includes an arrangement between two or more parties designed to achieve an improper purpose, including improperly influencing the actions of another party.  In implementing this provision, the Company will be guided by the principle that "collusive practices" are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a "corrupt practice" or a "fraudulent practice".

V.   DEALING WITH SUPPLIERS
The Company is a valuable customer for many suppliers of goods, services and facilities. People who want to do business, or to continue to do business, with the Company must understand that all purchases by the Company will be made exclusively on the basis of price, quality, service and suitability to the Company's needs.  Employees may be subject to more restrictive standards imposed by their immediate supervisors or senior management than those set out in this Code. 

A.  "Kickbacks" and Rebates
Purchases of goods and services by the Company must not lead to Employees, officers or directors, or their families, receiving any type of personal kickbacks or rebates. Employees, officers or directors, or their families, must not accept any form of "under-the-table" payment.

B.  Receipt of Gifts and Entertainment
To avoid both the reality and the appearance of improper relations with suppliers or potential suppliers, the following standards will apply to the receipt of gifts and entertainment by Employees, officers and directors of the Company:

1.   Gifts. Employees, officers and directors are prohibited from soliciting gifts, gratuities, or any other personal benefit or favor of any kind from suppliers or potential suppliers.  The Company acknowledges however that as part of normal good business relationships, suppliers may offer tickets to sports and other events, meals and other forms of normal client development gifts or services.  Employees, officers and directors are prohibited from accepting gifts of money.

Employees, officers and directors may accept unsolicited non-monetary gifts provided:

(a)   they are items of nominal intrinsic value;

(b)   they are appropriate and customary client development gifts for the industry, and that may not reasonably be considered extravagant for such Employee, officer or director; or

(c)   they are advertising and promotional materials, clearly marked with the company or brand names.

Any gift falling outside of the above guidelines must be reported to the Company's Compliance Officer to determine whether it can be accepted.

In the transaction of some international business, it is lawful and customary for business leaders in some countries to give unsolicited gifts to Employees, officers or directors of the Company. These gifts can be of more than nominal value. Moreover, under the circumstances, returning the gifts or payment for them may constitute an affront to the giver. In such cases, the gift must be reported to the Company's Compliance Officer who may permit the retaining of the gifts.

In all other instances where gifts cannot be returned or may adversely affect the Company's continuing business relationships, the Company's Compliance Officer must be notified.  The Company's Compliance Officer can require Employees, officers and directors to transfer ownership of such gifts to the Company.

2.   Entertainment. Employees, officers and directors shall not encourage or solicit entertainment from any individual or company with whom the Company does business. Entertainment includes, but is not limited to, activities such as dining, attending, sporting or other special events and travel.

From time to time Employees, officers and directors may accept unsolicited entertainment, but only under the following conditions:

(a)   the entertainment occurs infrequently;

(b)   it arises out of the ordinary course of business;

(c)   it involves reasonable expenditures (the amounts involved should be ones Employees, officers and directors are accustomed to normally spending for their own business or personal entertainment); and

(d)   the entertainment takes place in settings that also are reasonable, appropriate, and fitting to Employees, officers and directors, their hosts, and their business at hand.

VI.   DEALING WITH PUBLIC OFFICIALS
Domestic and foreign laws and regulations require the Company to be in contact with public officials on a wide variety of matters. Employees, officers and directors who regularly make these contacts have special responsibilities for upholding the Company's good name. The following standards relate to these special responsibilities:

A.  No Employee, director or officer shall directly or indirectly, in order to obtain an advantage, give, offer, agree to give or offer a loan, reward, advantage or benefit of any kind to any public official or to any person for the benefit of a foreign official: (i) as consideration for an act or omission by the official in connection with the performance of the official's duties or functions or (ii) to induce the official to use his or her position to influence any acts or decisions of the state or public organization for which the official performs duties or functions.

B.  Subject to paragraph E, when not prohibited by law, Employees, officers and directors are allowed to give to public officials on behalf of the Company gifts where the presentation and acceptance of gifts of a reasonable value is an established custom and a normal business practice.

C.  Subject to paragraph E, on special ceremonial occasions, senior officers of the Company may publicly give gifts of more than nominal value to public institutions and public bodies.

D.  Subject to paragraph E, from time to time, Employees, officers and directors may entertain public officials, but only under the following conditions:

1.   it is legal and permitted by the entity represented by the official;

2.   the entertainment is not solicited by the public official;

3.   the entertainment occurs infrequently;

4.   it arises out of the ordinary course of business;

5.   it does not involve lavish expenditures, considering the circumstances; and

6.   the settings and types of entertainment are reasonable, appropriate and fitting to our Employees, officers or directors, their guests, and the business at hand.

E.  With respect to compliance with the Corruption of Foreign Officials Act (Canada), the only exceptions to the prohibition of paragraph A shall be, if the loan, reward, advantage or benefit:

1.  is permitted or required under the laws of the foreign state or public international organization for which the foreign public official performs duties or functions; or

2.  was made to pay the reasonable expenses incurred in good faith by or on behalf of the foreign public officials that are directly related to:

i)   the promotion, demonstration or explanation of the person's products and services, or

ii)  the execution or performance of a contract between the person and the foreign state for which the official performs duties or functions.

VII.   POLITICAL ACTIVITIES AND CONTRIBUTIONS

A.  Canada
Employees, officers and directors who participate in political activities must make every effort to ensure that they do not leave the impression that they speak or act for the Company.

B.  Outside Canada
No Employees, officers and directors are permitted to use the Company's funds, facilities, or other assets, to support either directly or indirectly any political candidates or political parties, without authorization from the Company's Chief Executive Officer. The policy of the Company is that Employees, officers and directors should not participate in political activities in countries of which they are not nationals.

VIII.   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, colour, sex, sexual orientation, age, national or ethnic origin, or physical disability (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, colour, sex, sexual orientation, age, national or ethnic origin, or physical disability, 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 engage in any behaviour which would, directly or indirectly, discriminate based upon race, religion, colour, sex, sexual orientation, age, national or ethnic origin, or physical disability.

IX.   HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
It is the Company's policy to pay due regard to the health and safety of its Employees, officers and directors and others and to the state of the environment. There are federal, provincial, state and local workplace safety and environmental laws as well as regional and local government legislation in many countries which regulate both physical safety of Employees, officers and directors and their exposure to conditions in the workplace as well as prevent pollution and protect the environment. Should you be faced with an environmental health issue or have a concern about workplace safety, you should contact your supervisor or notify management immediately.

X.   WORK ENVIRONMENT
Employees, officers and directors must treat each other with professional courtesy and respect at all times and specifically shall not subject any other employee to unwelcome sexual advances, requests for sexual favours 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 management. The identity of the Employees, officers or directors involved will be kept strictly confidential and will not be revealed by the Company's management without the Employee's permission. The alleged harassment will be thoroughly investigated and documented by the Company and appropriate action will be taken.

XI.   INTEGRITY OF RECORDS AND FINANCIAL REPORTS
As a public company, it is of critical importance that the Company's filings with the appropriate regulatory authorities be accurate and timely. Depending on their position with the Company, an Employee, officer or director may be called upon to provide necessary information to ensure that the Company's public reports are complete, fair and understandable.

Employees, officers and directors are forbidden to use, authorize, or condone the use of "off-the-books" bookkeeping, secret accounts, unrecorded bank accounts, "slush" funds, falsified books, or any other devices that could be utilized to distort records or reports of the Company's true operating results and financial conditions or could otherwise result in the improper recording of funds or transactions.

XII.   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 this Code.

XIII.    INTERNATIONAL OPERATIONS
Corporate Employees, officers and directors operating outside of Canada have a special responsibility to know and obey the laws and regulations of countries where they act for the Company. Customs vary throughout the world, but all Employees, officers and directors must uphold the integrity of the Company in other nations diligently.

All Employees, officers and directors of the Company are responsible for complying with national export control requirements and multilaterally-agreed trade and economic sanctions maintained in all countries in which the Company conducts business, and in order to do so will adhere to the Company's corporate compliance policy established with respect thereto.

XIV.   STANDARDS OF COMPLIANCE
All current Employees, officers and directors designated to receive the Code will be provided with a copy immediately after publication and all future Employees, officers and directors will receive their copies at the time they are hired.

All Employees, officers and directors, current and future, are required to become thoroughly familiar with this Code, return a signed copy of the confirmation letter to their supervisors for the corporate records or in any other electronic manner that may be available, inform their supervisors of any existing holdings or activities that might be, or appear to be, at variance with this Code and take steps to correct any existing situations.

The board of directors or senior management may require that Employees, officers and directors or supervisors re-verify their understanding of this Code and their compliance with it from time to time.

XV.   VIOLATIONS OF STANDARDS
Reports of violations of this Code should immediately be made by Employees, directors and officers to the persons so indicated in the relevant section of the Code.  Management has the right to determine the appropriate disciplinary action for a violation up to and including termination of employment which will be subject to review by senior management.  Employees, officers and directors should be aware that in addition to any disciplinary action taken by the Company, violations of certain sections of this Code may require restitution and may lead to civil or criminal action against individual Employees, officers and directors and any company involved.

Retaliation in any form against an individual who reports a violation of this Code 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 management, and will be disciplined appropriately.

An Employee, officer or director of the Company may submit any report regarding a violation of this Code on a confidential, anonymous basis if they so desire.  A report may be made through the anonymous and confidential process for reporting complaints or concerns on potential violations of this Code which the Company will make known on an ongoing basis through the distribution of email addresses, telephone numbers or post office boxes via methods such as email and public postings to which all Employees generally have access.  A report may also be set forth in writing and forwarded in a sealed envelope to independent legal counsel as directed below:

Report on Code of Business Conduct & Ethics Violation
Dundee Precious Metals Inc.
In care of  André Boivin
Cassels, Brock & Blackwell LLP
21st Floor, 40 King Street West
Toronto, Ontario, Canada M5H 3C2

Upon receipt of such a report, independent legal counsel will promptly refer all matters concerning financial statement disclosures, accounting, internal accounting controls or auditing matters to the Chair of the Audit Committee.  All other matters will promptly be referred to the Chief Executive Officer of the Company except where the matter involves the Chief Executive Officer or another senior executive of the Company, in which case the matter will be referred to the Chair of the board of directors of the Company.  If an Employee would like to discuss any matter with the Chair of the Audit Committee, the Chief Executive Officer or the Chair of the Board, as appropriate, the Employee should indicate this in the submission and include a telephone number at which he or she might be contacted, if deemed appropriate. 

The Audit Committee, the Chairman or the Chief Executive Officer of the Company may enlist Employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of reported violations of this Code.  In conducting any investigation, reasonable efforts shall be made to protect the confidentiality and anonymity of the individual reporting the alleged violation.

XVI.   AMENDMENT, MODIFICATION AND WAIVER
The Company will periodically review this Code. This Code or any portion hereof may be amended, modified or waived by the board of directors and waivers may also be granted by the Audit Committee. Employees, officers and directors will be fully informed of any material revisions to the Code.