Ibero Mining Corp. — Governance Information 2021

Jan 20, 2021

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Code of Business Conduct and Ethics

1. Introduction

We require high standards of professional and ethical conduct from our directors, management and employees. Our reputation with our shareholders, business partners, prospective investors and other stakeholders for honesty and integrity is key to the success of our business. No employee will be permitted to achieve results through violations of laws or regulations, or through unscrupulous dealings.

This Code reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to promptly comply.

In addition to following this Code in all aspects of your business activities, employees are expected to seek guidance in any case where there is a question about compliance with both the letter and the spirit of our policies and applicable laws. This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Corporation. This Code does not supersede the specific policies and procedures that are covered in the Corporation’s operating manuals or in separate specific policy statements or related procedures or correspondence. References in this Code to the “Corporation”. or any of its subsidiaries means Goldplay Mining Inc. Reference to “employees” includes officers and directors. Those who violate the standards set forth in this Code will be subject to disciplinary action up to and including dismissal. If anyone is in a situation that they believe may violate or lead to a violation of this Code, they must follow the guidelines described in Section 15 below.

Everyone’s cooperation is necessary to the continued success of our business and the cultivation and maintenance of our reputation as a good corporate citizen.

2. Compliance with Laws, Rules and Regulations

Compliance with the letter and spirit of all laws, rules and regulations applicable to our business is critical to our reputation and continued success. All employees must respect and obey the laws of the cities, provinces, states and countries in which we operate and avoid even the appearance of impropriety. Not all employees are expected to know the details of these laws, but it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. The Corporation may hold information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws.

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3. Conflicts of Interest

A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with the interests of the Corporation. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her work for the Corporation objectively and effectively. Conflicts of interest also arise when an employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Corporation. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between the Corporation and any other organization in which they or any member of their family have an interest.

Activities that could give rise to conflicts of interest are prohibited unless specifically approved by the Board of Directors or the Audit Committee. It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interests should be reported immediately to the supervisor or the Corporation’s general legal counsel.

4. Corporate Opportunities

Employees are prohibited from taking for themselves personally opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Employees are also prohibited from competing with the Corporation directly or indirectly. Employees owe a duty to the Corporation to advance the legitimate interests of the Corporation when the opportunity to do so arises.

5. Confidentiality

Employees must maintain the confidentiality of information entrusted to them by the Corporation or that otherwise comes into their possession in the course of their employment, except when disclosure is authorized or legally mandated. Employees may be required to execute a standard form confidentiality agreement upon starting employment or from time to time during the course of employment. The obligation to preserve confidential information continues even after employees leave the Corporation.

Confidential information includes all non-public information that may be of use to competitors, or harmful to the Corporation or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us.

6. Protection and Proper Use of Corporation Assets

All employees should endeavor to protect the Corporation’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Corporation’s profitability. Any suspected incidents of fraud or theft should be immediately reported for investigation.

Corporation assets, such as funds, products or computers, may only be used for legitimate business purposes or other purposes approved by management. Corporation assets may never be used for illegal purposes.

The obligation to protect Corporation assets includes proprietary information. Proprietary information includes any information that is not generally known to the public or would be helpful to our competitors. Examples of proprietary information include corporate plans for acquisitions or

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dispositions, undisclosed mining or technical information, engineering ideas, databases, records, salary information and any unpublished financial data or reports. Unauthorized use or distribution of this information is a violation of Corporation policy. It may also be illegal and may result in civil and criminal penalties. The obligation to preserve proprietary information continues even after employees leave the Corporation.

7. Fair Dealing

We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing such without the owner’s consent or inducing the disclosures of proprietary information by past or present employees of other companies is prohibited. Each employee should endeavor to deal fairly with the Corporation’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

8. Discrimination and Harassment

We value the diversity of our employees and are committed to providing equal opportunity in all aspects of employment. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. Employees are encouraged to speak out when a co-worker’s conduct makes them uncomfortable, and to report harassment when it occurs.

9. Safety and Health

We are all responsible for maintaining a safe and healthy workplace by following safety and health rules and practices. The Corporation is committed to keeping its workplaces free from hazards. Please report any accidents, injuries, unsafe equipment, practices or conditions immediately to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited.

In order to protect the safety of all employees, employees must report to work in condition to perform their duties and free from the influence of any substance that could prevent them from conducting work activities safely and effectively. The use of illegal drugs in the workplace is prohibited.

10. Periodic Reports, Financial Statements and Recordkeeping

Honest and accurate recording and reporting of information is critical to our periodic and financial reporting and our ability to make responsible business decisions. The Chief Executive Officer, President and Chief Financial Officer, among others, are responsible for taking all steps reasonably necessary to cause the disclosure in all the Company’s periodic reports to be full, fair, accurate, timely and understandable. The Chief Executive Officer, President and Chief Financial Officer and such other employees are required to familiarize themselves with the disclosure and recordkeeping requirements and best practices applicable to the Corporation as well as the business and financial operations of the Corporation.

11. Use of E-Mail and Internet Services

E-Mail systems and Internet services are provided to help us do work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose. Employees should not

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access, send or download any information that could be insulting or offensive to another person, such as sexually explicit material or jokes, unwelcome propositions, ethnic or racial slurs, or any other message that could be viewed as harassment. Employees must remember that “flooding” our systems with junk mail and trivia hampers the ability of our systems to handle legitimate Corporation business and is prohibited.

Employees should not download copyrighted materials, should not copy material that is not licensed to the Corporation and should follow the terms of a license when using material that is licensed to the Corporation. No changes should be made to licensed materials without the prior consent of the Corporation. In addition, employees are strongly discouraged from downloading games and screensavers, as these are common sources of viruses.

Employee’s messages (including voice mail) and computer information are considered the Corporation’s property and they should not have any expectation of privacy. Unless prohibited by law, the Corporation reserves the right to access and disclose this information as necessary for business purposes. Everyone must use good judgment, and do not access, send messages or store any information that they would not want to be seen or heard by other individuals.

12. Gifts and Entertainment

Business gifts and entertainment are customary courtesies designed to build goodwill among business partners. These courtesies include such things as meals and beverages, tickets to sporting or cultural events, discounts not available to the general public, travel, accommodation and other merchandise or services. In some cultures they play an important role in business relationships. However, a problem may arise when such courtesies compromise – or appear to compromise – our ability to make objective and fair business decisions.

Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business relationship should be avoided. These guidelines apply at all times, and do not change during traditional gift-giving seasons. No gift or entertainment should ever be offered, given, provided or accepted by any director or employee of the Corporation, or by any family member of a director or employee, unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any applicable laws or regulationsEveryone needs to discuss with their supervisor any gifts or proposed gifts if they are uncertain whether they are appropriate.

13. Waivers of this Code of Business Conduct and Ethics

Any waiver of this Code with respect to a director or officer of the Corporation may be made only by the Board of Directors. Any such waiver will be promptly disclosed to the extent required by applicable laws or stock exchange regulations. As required, any waivers will be disclosed within 5 days of the issue first coming to the Board’s attention.

14. Reporting of any Illegal or Unethical Behavior

We have a strong commitment to conduct our business in a lawful and ethical manner. Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation and to report violations of laws, rules, regulations or this Code. We prohibit retaliatory action against any employee who, in good faith, reports a possible violation. It is unacceptable to file a report knowing it to be false.

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15. Compliance Procedures

This Code cannot, and is not intended to, address all of the situations that may be encountered. There will be occasions where employees are confronted by circumstances not covered by policy or procedure and where they must make a judgment as to the appropriate course of action.

• Ask first.

If anyone is unsure of the proper course of action, seek guidance before they act. If they do not feel comfortable discussing the matter with their supervisor, they should call the Corporation’s general legal counsel or call the Chairman of the Audit Committee or other appropriate persons. We strive to ensure that all questions or concerns are handled fairly, discreetly and thoroughly.

• Anyone may report ethical violations in confidence and without fear of retaliation.

If a situation requires that the identity be kept secret, the Corporation will take all reasonable steps to protectthe anonymity. The Corporation does not permit retaliation of any kind against employees for good faith reports of ethical violations. An officer or employee who retaliates against someone who has reported an ethical violation in good faith is subject to discipline up to and including termination of employment. These procedures are intended to encourage and enable employees and others to raise serious concerns within the Corporation rather than seeking resolution outside the Corporation.

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