WEST TEXAS RESOURCES, INC.
CODE OF ETHICS
We Comply with the Law
As employees, officers and directors of a public
company, each of us must comply with the letter and spirit of every applicable local, state, federal and foreign law or regulation.
Violations of these laws can be extremely costly to West Texas Resources, Inc. and its subsidiaries (collectively, “Company”)
and can subject us to both civil and criminal penalties. Each of us is responsible for understanding the laws and regulations that
relate to our responsibilities. Certain laws demand the attention of all of us. These include the following:
|·||Securities Laws – You may not buy, sell or recommend to others Company stock or any
other company’s stock if you have “material inside information”. Sharing such information or engaging in securities
trading while in possession of such information is a violation of both civil and criminal law. Material inside information is any
information that, if it were made public, could affect any investor’s decision to buy or sell the stock of a company. All
such information should be kept strictly confidential. In addition, you may not attempt to influence our ors in any respect that
might render our financial statements misleading.|
|·||Antitrust Laws – Antitrust laws generally prohibit agreements with competitors, suppliers
or customers that constitute unlawful restraint of trade, as well as price discrimination. This is a complex area, and employees
whose activities cause them to confront these issues, must familiarize themselves with the antitrust laws.|
|·||Laws Governing International Activities, Recordkeeping and Internal Controls – If
you are involved in international activities, you must comply with the Foreign Corrupt Practices Act, which generally prohibits
payments to foreign officials to induce actions by them. All of us are required to maintain accurate books and records and implement
a system of internal controls. We are prohibited from taking any action in support of an international boycott not sanctioned by
the U.S. government.|
|·||Employment Laws – We are committed to providing a work environment that is free from
all forms of harassment or discrimination, including harassment or discrimination based on race, color, religion, sex, national
origin, age, disability or other protected status. We provide equal opportunity in all of our employment practices and seek to
ensure that each one of us is treated with fairness and dignity. You may not retaliate against any employee for reporting a matter
concerning a possible violation of law, regulations or company policy.|
|·||Occupational Health and Safety and Environmental Laws – We are committed to providing
a healthy and safe work environment. Each of us must abide by company standards in safety matters, do our part to maintain a healthy
and safe work environment and take the necessary steps to ensure our own safety and the safety of others. We do not condone, and
we will not tolerate, illegal drug use or abuse of alcohol. We respect and protect the environment, and each of us must adhere
to environmental laws and regulations.|
We Avoid Conflicts of Interest
A conflict of interest exists when an individual’s
duty of undivided commercial loyalty to the Company is or is perceived to be prejudiced by actual or potential personal benefit
from another source. Conflicts of interest may result directly through your activities or indirectly, for example through the activities
of a family member (i.e. your spouse or your and your spouse’s parents, siblings or children), a person sharing your household,
or a business or organization with which you are significantly involved. Except as fully disclosed in writing and approved by our
Board of Directors or our counsel, you or, in the case of directors and officers, you and your family may not solicit or accept
salaries, fees, commissions or any other type of compensation from any individual or organization that conducts or seeks to conduct
business with the Company or one of the Company’s competitors, and you and your family may not have a material financial
or other interest in those who deal with the Company or the Company’s competitors. This restriction does not apply to an
investment in the securities of any company that deals with or competes with the Company if the securities of such company are
listed for trading on a national securities exchange or are regularly traded in the over-the-counter market and if such investments
constitutes less than 5% of the total number of outstanding shares or other securities of such company. You may not make a loan
or extend credit to or receive a loan or credit from those who deal with the Company, other than commercial lending institutions.
You must not directly or indirectly attempt to influence any decision of the Company in order to derive a personal benefit or benefit
financially. In case of doubt, ask.
We Do Not Make or Accept Improper Payments
Gifts such as merchandise or products, as well
as personal services or favors may not be accepted unless they have a value of less than $200.00 annually from any person, firm
or corporation. None of us may solicit gifts of any amount. A gift of cash or securities may never be accepted. Normal business
entertainment such as lunch, dinner, theater, a sporting event, and the like, is appropriate if of a reasonable nature and in the
course of a meeting or another occasion, the purpose of which is to hold bona fide business discussions or to foster better business
relations. You should report all such entertainment (in advance, if practical) to your supervisor. No funds or assets of the Company
may be paid, loaned or otherwise disbursed as bribes, kickbacks or other payments designed to influence or compromise the recipient.
We Protect Corporate Opportunities
All employees, officers and directors are prohibited
from taking for themselves personally opportunities that are discovered through the use of corporate information or the individual’s
position with the Company without the consent of the Board of Directors. None of us may use corporate information or position for
improper personal gain. All of us owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
We Acknowledge Special Ethical Obligations
for Financial Reporting
As a public company, it is of critical importance
that the Company’s filings with the Securities and Exchange Commission are accurate and timely. Depending on their position
with the Company, any of us, whether employees, officers or directors, may be called upon to provide information to assure that
the Company’s public reports and other public communications are complete, fair and understandable. The Company expects all
of us to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to its public disclosure
requirements. The Chief Executive Officer and Chief Financial Officer have a special role both to adhere to these principles themselves
and also to insure that a culture exists throughout the Company as a whole that insures the fair and timely reporting of the Company’s
financial results and condition. The Chief Executive Officer and Chief Financial Officer, in addition to adhering to all other
provisions of this Code of Ethics, are responsible for promptly bringing to the attention of the Board any material information
of which he or she may become aware that affects the disclosures made by the Company in its public filings.
We Protect Confidential Information
Data, information and documents pertaining
to the Company may be used only in the performance of our duties and may be disclosed or communicated to persons outside of the
Company only to the extent that the information is needed by them in connection with their business relations with the Company.
Each of us is required to keep this information confidential during our employment or service with the Company and after our employment
or service terminates. In addition to the technology the Company uses, this information includes intellectual property, business
and financial information pertaining to sales, earnings, balance sheet items, business forecasts, business plans, acquisition strategies
and other information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Any contact
from the media, financial analysts or stockholders should be referred to one of the following: (i) the Chief Executive Officer,
(ii) the Chief Financial Officer or (iii) our counsel. None of us should speak with the media, financial analysts or stockholders
without prior authorization from one of these officers.
We Are Fair in Our Business Dealings
We seek to outperform our competition fairly
and honestly. Each of us should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers,
competitors and employees. None of us should take unfair advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other intentional unfair-dealing practice.
We Use E-mail and the Internet only for
The Company respects the individual privacy
of each of us, but these privacy rights do not extend to our work-related conduct or to the use of PRC equipment and facilities,
including the email and Internet systems. The Company may access and monitor our use of these systems at any time for any business
purpose. While the Company permits the incidental and occasional use of email for personal use, those messages are treated like
work-related messages, and the Company may monitor or disclose them, regardless of content. You may not participate in Internet
chat rooms or similar Internet communications regarding the Company and you may not use the email and Internet systems for any
improper or illegal purpose.
We Do Not Use Company Assets or Funds for
Unlawful Political Contributions
We are free to exercise our right to make personal
political contributions within legal limits, unless such a contribution is otherwise prohibited by other polices of the Company.
The Company will not reimburse any of us for political contributions, and we should not attempt to receive or facilitate such reimbursements.
Generally, no contribution may be made with the expectation of favorable government treatment in return. In any event, all contributions,
by whoever made, are subject to a series of complex and sometimes inconsistent sets of rules governing, among other things, the
amount of, and manner in which, contributions may be made. the Company may make lawful political contributions when in the best
interests of the Company and its stockholders. Any political activity or contribution, which might appear to constitute an endorsement
or contribution by the Company, must be approved in advance by our counsel.
We Protect the Company’s Assets
Protecting the Company’s assets means
not only avoiding misuse of Company funds and property, it includes identifying misuse and waste by others. All employees, officers
and directors should protect the Company’s assets and ensure their efficient use. From time to time, the Chief Executive
Officer or the Chief Financial Officer may permit employees to purchase at cost or fair value nominal surplus assets of the Company.
Waivers of the Code of Ethics
Only the Board of Directors or a committee
of the Board of Directors may grant a waiver of this Code to an executive officer or director. Any waiver will be promptly disclosed
to our stockholders and as required by law. All waivers to be granted to executive officers or directors must be discussed in advance
with our counsel.
Adherence to the Code is the obligation of
all of us, whether employees, officers or directors. Any failure to comply with the Code will not be tolerated and will result
in disciplinary action, which may include termination of employment. This Code shall be posted on our website and shall be furnished
in print to any stockholder who requests it.
Compliance with the Code of Ethics
We all have a responsibility to understand
and follow the Code of Ethics. In addition, we are all expected to perform our work with honesty and integrity in any areas not
specifically addressed by the Code of Ethics. A violation of this Code of Ethics may result in appropriate disciplinary action
including the possible termination from employment with the Company, without additional warning.
The Company strongly encourages dialogue among
employees and their supervisors to make everyone aware of situations that give rise to ethical questions and to articulate acceptable
ways of handling those situations. In addition, every director, officer and employee must certify annually that he or she has read
this Code of Ethics and to the best of his or her knowledge is in compliance with all its provisions. A Certification is attached
to the back of this document which must be signed and submitted to the Chief Executive Officer.
The Code of Ethics reflects general principles
to guide us in making ethical decisions and cannot and is not intended to address every specific situation. As such, nothing in
this Code of Ethics prohibits or restricts the Company from taking any disciplinary action on any matters pertaining to employee
conduct, whether or not they are expressly discussed in this document. The Code of Ethics is not intended to create any expressed
or implied contract with any employee or third party. In particular, nothing in this document creates any employment contract between
the Company and any of its employees. The Board of Directors of the Company has the exclusive responsibility for the final interpretation
of the Code of Ethics. The Code of Ethics may be revised, changed or amended at any time by the Board of Directors of the Company.
Reporting Suspected Non-Compliance
The Company has adopted a policy to provide
an avenue for employees to raise concerns and reassurance that they will be protected from retaliation or victimization for reporting
concerns in good faith. You should promptly report any conduct or situation that you believe conflicts with our Code of Ethics
or violates a local, state or federal law either directly to your immediate supervisor, our Chief Executive Officer or our counsel.
If you have or acquire information about suspected improper accounting, internal control or auditing matters, you should bring
it to the attention of our Chief Executive Officer or our counsel or you may report your concern to our Board.
As adopted by the Board of Directors effective
as of December 31, 2012