Code of Business Conduct & Ethics

PURPOSE

This Code of Business Conduct and Ethics (the“Code”) of Biome Grow Ltd. (“Biome” or the “Corporation”) is in addition to theCode of Ethics established for the President and Chief Executive Officer, ChiefFinancial Officer and any other person performing such functions (the“Financial Reporting Officers”) and is intended to document the principles of conduct and ethics to be followed by all of theCorporation’s employees, officers and directors and any consultants or other external parties in a similar role with theCorporation.  References herein to Biome or the Corporation include any subsidiaries and/or affiliates of theCorporation.

Biome Grow Corporation (the“Company” or “Biome”) conducts its business in strict compliance to all applicable laws and in full adherence with the highest standards of integrity and ethics.

This Code is intended to promote that conduct in conjunction with the Company’s Disclosure Policy (the“Policy”).

 

REPORTING VIOLATIONS

Directors, officers and employees are expected not only to comply with various laws, statutes, rules, regulations, stock exchange policies and the Code’s ethical standards but are expected to report situations of non-compliance with respect to this Code of which they become aware. Beyond instances of non-compliance, directors, officers and employees may also report concerns relating to ethics and business conduct.

If any director, officer or employee chooses to remain anonymous, every effort will be made to respect this request. No one will be punished for asking about possible breaches of law, regulation or company policy. It is corporate policy not to take any action against a director, officer or employee who reports in good faith regardless of whether or not the report proves to be accurate. Any allegation of a reprisal will be investigated.

Any report can be made to Biome’s Chairman of the Board, Chief Executive Officer or outside legal counsel Norton Rose Fulbright Canada LLP Attention: Michael Viner by mail at: Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street, P.O. Box84, Toronto, ON M5J 2Z4 Canada; or by phone at: 416-216-3979