Greentree Gas & Oil Ltd.

Audit Committee Charter

Compensation Committee Charter

Insider Trading Policy

Corporate Disclosure Policy

INTRODUCTION

At Greentree Gas & Oil Ltd. (“Greentree”), we are committed to fostering the highest standards of personal and professional ethics and we will adhere to our ethical standards in all of our dealings . We will operate with honesty and integrity in all of our interactions with employees, suppliers and all others with whom we have business relations.

ETHICAL STANDARDS FOR GREENTREE

At Greentree, we will:

	1.	Obey the law – we will conduct our business in accordance with all applicable laws and regulations.
	2.	Promote a positive work environment – we will endeavour to ensure that all employees feel respected and are treated with dignity.
	3.	Make accurate public disclosures – all of Greentree’s disclosures made in all periodic reports and documents filed, and other public communications, must be full, fair, accurate and timely.
	4.	Avoid illegal and questionable gifts or favors to a person or entity with which Greentree does or seeks to do business -- all gifts and favours should be specifically approved by Management.
	5.	Conflict of Interest – Employees must avoid any relationship, influence or activity that might impair, or even appear to impair, an employee's ability to make objective and fair decisions when performing their job. Some examples of conflict could include: employment by a competitor; acceptance of gifts, payment, or service from those seeking to do business with Greentree; or having a personal interest or potential gain in any company transaction.
	6.	Keep proprietary and private information documents protected and secured.
	7.	Not engage in speculative or unlawful insider trading in Greentree shares.

WHAT TO DO IF YOU HAVE CONCERNS

At Greentree, our goal is to foster and maintain an ethical work environment. At times, we may be faced with ethical dilemmas, or a potential breach of our ethical standards. If you are in doubt about an ethical situation, ask yourself, “Are my actions legal?”, “Am I being fair and honest ?”, “How will it look in the newspaper?”.

If you are faced with an ethical dilemma, or you suspect that improper conduct may be taking place, it is best to bring it to someone's attention. Usually, your direct supervisor is the best source of information or guidance; however, there are many other channels of communication available to you for information and guidance:

	1.	Our Operations Manager – John Morse
	2.	Our Chief Financial Officer – Patrick Uzan
	3.	Our President – Duncan Hamilton

All enquiries will be treated with dignity, respect and confidentiality.

We are all responsible for adhering to the standards of our Code of Business Conduct and Ethics and for raising questions if we are concerned that these standards are not being met. Violations of the Code of Business Conduct and Ethics are cause for corrective action, which may result in disciplinary action up to and including termination of employment.

We are proud of our employees and our company. Thank you for doing your part to create and maintain an ethical work environment.