EXHIBIT 4.5
CODE OF ETHICS
FOR THE
CHIEF FINANCIAL OFFICER
As the Chief Financial Officer of Wealth Minerals Ltd. (the "Company"), I
am committed to act honestly and in good faith with a view to the best interests
of the Company and its shareholders. As a steward of the Company's resources, I
will not only abide by the high legal standards required of me, but will also
conform my actions to unchanging moral precepts that give rise to ethical
obligations. I will take such proper actions, and refrain from taking such
improper actions, as if the underlying basis of my actions and inactions were to
become a universal principle of conduct. In so doing, I commit to specifically:
o Maintain my integrity and credibility in my personal and professional
life by carrying out the duties of the Chief Financial Officer in
accordance with high legal and ethical standards.
o Avoid in my personal and professional life even the appearance of
impropriety in the conduct of the duties of the Chief Financial
Officer.
o Represent myself in my personal and professional life in a reputable
and dignified manner that reflects the standard of ethical conduct
required by the Company.
o Avoid in my personal and professional life any relationships that
might affect, or be perceived to potentially affect, my ethical
conduct in the course of carrying out the duties of the Chief
Financial Officer (including a relationship that may create, or create
the appearance of, a conflict of interest).
o Promptly disclose to the Board of Directors any relationship that
reasonably could give rise to a conflict of interest.
o Not in any circumstance use confidential information acquired in the
course of the duties of the Chief Financial Officer either for my
personal advantage or for the advantage of related parties.
o Honour my obligation to serve the best interests of the Company and
its shareholders by exercising the care, diligence and skill necessary
to conduct its affairs appropriately.
o Recognize that the integrity of the capital markets is based on
consistently honest and just actions by its participants, the
conformity to market regulation, and the transparency of credible
financial and non-financial corporate information, and will to the
best of my ability and knowledge work to insure that I act in such a
manner as to uphold the integrity of the capital markets.
o Insure full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Company files with, or submits to
public regulatory bodies, and insure compliance with applicable
governmental laws, rules and regulations.
o Maintain the confidentiality of information acquired in the course of
carrying out the duties of the Chief Financial Officer.
o Report promptly to the members of the Board of Directors of the
Company if I suspect or recognize fraudulent or illegal acts within
the Company or a breach of this or any other Code of Ethics by any
director or officer of the Company, including my own acts.
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o Report promptly to the members of the Board of Directors of the
Company if I suspect or recognize acts or practices which may
constitute a breach of, or that may jeopardize, the Company's internal
controls.
o Provide the leadership, supervision and support for the employees,
collaborators and other agents of the Company to uphold the principles
articulated in this Code of Ethics.
I recognize that I will be deemed to have breached this Code of Ethics if I
am sanctioned by a regulatory authority or judicial body for violating laws or
regulations affecting the performance of my duties as the Chief Financial
Officer or by a finding of the Board of Directors of the Company. I am aware
that I shall be deemed to have breached this Code of Ethics if I knew that a
breach of any Code of Ethics approved by the Board of Directors of the Company
for its directors, officers or employees was likely to occur and I failed to
take appropriate steps to prevent such an act from occurring. If I am found
breaching this Code of Ethics I acknowledge I may, in addition to any regulatory
or judicial sanction, receive sanctions from the Company, including possible
suspension or termination of employment.
Acknowledged by:
/s/ Jon Lever
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Signature
Jon Lever
Chief Financial Officer
September 24, 2004
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Date
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