Bonterra Energy Income Trust

The Code of Business Conduct is our guide to ethical and lawful conduct in our daily business. It requires all of us, from members of our Board of Directors to new hires, to adhere to a level of ethical business conduct. Our compliance with both the letter and spirit of the Code of Business Conduct is essential to protecting the Trust’s business and reputation.

INTRODUCTION

Bonterra’s Commitment

Bonterra Energy Income Trust and all of its affiliates (“Bonterra” or the “Trust”) are committed to maintaining the highest of business standards in our operations, wherever they may be. Our Trust recognizes the importance of credibility, integrity, and trust to our success as a business.

Purpose of the Code

This Code of Business summarizes a number of Bonterra’s policies for appropriate employee behavior. The Code will help us meet our business practice standards and comply with applicable laws and regulations. It is essential that this Code of Business Conduct be observed. The Code is very important to protecting Bonterra’s business and reputation.

The Code of Business Conduct is a general guideline for making certain that:

A work environment is maintained that promotes the dignity and self-respect of each employee.
All employees are aware of and dully observe the laws and regulations that impact their business activities.
A standard of behavior is in place that reflects the values and integrity of Bonterra and its Board of Directors, officers, and employees.
Policies be adopted to provide as much protection as possible from financial loss and legal liability.

This Code of Business Conduct does not replace any other published rules and policies of Bonterra, including other work rules and personal conduct policies. While this Code of Business Conduct provides guidance and explains what is considered acceptable and unacceptable behavior, the Code of Business Conduct does not describe every specific act that is acceptable or unacceptable. Because a specific act is missing from the Code, it does not mean that act is acceptable or condoned. Ultimately, we must rely on our judgment about the right thing to do in order to maintain our personal and corporate integrity.

Applicability of the Code

This Code of Business Conduct applies to all employees, consultants, officers, and directors of Bonterra and as such, each of us must comply with the policies of this Code.

The Code is to be used as a guide for appropriate conduct and to prevent improper conduct. Bonterra will not tolerate any conduct that is unlawful or damaging to its reputation.

Employee Responsibilities

All employees, consultants, officers and directors are responsible for reading this entire Code of Business Conduct and ensuring their conduct is consistent with both the letter and the spirit of Bonterra’s business practices.

This Code will help employees deal with specific situations. In some cases, a situation may be so complex or circumstances so unique that additional guidance is needed. If such a situation occurs and is not included in this Code, it is each employee’s duty to contact either his/her supervisor, senior management, a director, or our Outside Counsel immediately.

This Code and any detailed Bonterra policy statements and procedures will be updated from time to time. All employees are required to stay informed about any updates and to comply with all requirements.

Management Responsibilities

Managers must exhibit the highest standards of corporate responsibility and business conduct and create a work atmosphere that supports our values and policies, including this Code. It is the duty of each member of management to take into account an employee’s willingness and commitment to comply with this Code when making promotion and other employment decisions.

Compliance Requirements

Employees must work honestly and in good faith. Employment with Bonterra depends on an employee’s ability and willingness to comply with this Code. Adherence to these standards carries the highest priority. All employees are required to acknowledge compliance when they are hired and again on an annual basis when requested by management to do so.

GLOBAL BUSINESS CONDUCT GUIDELINES

Our Employees

Discrimination and Workplace Harassment
Employees are forbidden to discriminate against or harass other employees. No employee is permitted to act in a way that is considered or could be considered illegal or harassing.

It is the responsibility of each member of management to as much as possible be aware of any behavior or conduct that could be considered workplace harassment or discrimination. Management is also required to enforce these policies and immediately contact the CEO or a director regarding any situation that could be considered workplace harassment or discrimination.

It is the responsibility of each employee to maintain a work environment free of discrimination and harassment and to report any situation that the employee believes may be workplace harassment or discrimination to his/her supervisor, his/her department head, the CEO or a director.

Employment of Family Members
Bonterra allows an employee’s or consultant’s (if more than 50 percent of the consultant’s time is charged to Bonterra) spouse, parents, children, and other family members to work for it, both during and after the employee’s career with Bonterra, provided the employment is in Bonterra’s best interest. Such hiring must be approved by the CEO or a director if it is a family member of the CEO. All Bonterra hiring decisions will be made strictly on the basis of individual qualifications. To avoid the possibility or appearance of preferential treatment, Bonterra will not have one family member placed in a position of influence over another family member. Formal procedures must be in place for this type of reporting structure.

Health and Safety
The health and safety of our personnel and the safe operation of our facilities are principal objectives of Bonterra. We are committed to providing safe and healthy places of employment and will follow operating practices that eliminate or minimize exposure to hazardous and unhealthy conditions. The success of our health and safety efforts depends on the cooperation, support, and active involvement of all Bonterra personnel. Each employee is responsible for working safely and complying with all safety rules and protocols at all times. Questions or concerns should immediately be reported to a supervisor or senior management.

Workplace Safety
Bonterra is committed to maintaining a safe and secure work environment. Threats, intimidation, harassment, assaults, and acts of violence are unacceptable. If an employee has any concerns, he/she should contact their supervisor or the CEO.

Prohibited Items
The use, sale, possession, distribution, manufacture, and/or presence in the body of illegal drugs or inhalants, or the improper use of alcohol or prescription drugs by employees or contractors is strictly forbidden while on Bonterra premises, in Bonterra vehicles, or while conducting Bonterra business on or off Bonterra premises.

The use of alcohol in any environment is prohibited to the extent that it has a detrimental effect on job performance, safety, or efficiency while conducting Bonterra business on or off Bonterra premises, or while in Bonterra owned or leased vehicles. The approval of a Bonterra officer is required to consume or possess alcoholic beverages on Bonterra premises or social functions that are organized by Bonterra staff.

The possession, use, or distribution of firearms, weapons, and explosives is prohibited while on Bonterra premises, while conducting Bonterra business, or while in Bonterra vehicles on or off Bonterra premises, without prior written authorization by a Bonterra officer.

If evidence supports a reasonable suspicion of use, possession, or distribution of prohibited items, Bonterra reserves the right to conduct searches on Bonterra premises or in Bonterra owned or leased vehicles for such items.

Our Company

Document Retention

Employees must comply with Bonterra department specific document retention guidelines to ensure that any applicable laws and regulations are met. Each employee should become familiar with and adhere to these guidelines. Additionally, when litigation or an investigation is pending, employees are prohibited from modifying or destroying relevant documents or records including employees’ personal files and electronic records. The consequences of modifying or destroying any relevant documents or records are severe and may include prosecution. An employee who has any doubt about the legality or propriety of modifying or destroying any document or record should contact his/her supervisor, the CEO, Outside Counsel, or a director before proceeding.

External Communications
From time to time, employees may be contacted by government representatives or legal counsel representing other companies, government agencies, or individuals in connection with investigations that concern Bonterra, its businesses, clients, employees, or suppliers. While Bonterra cooperates with all reasonable requests from government agencies and authorities, all requests for information other than what is provided on a routine basis should be reported to the CEO or to our Outside Counsel immediately. An employee who is contacted should decline to respond and should refer the requester to the CEO or to our Outside Counsel. Likewise, if an employee receives a subpoena or other request to testify or produce documents, a copy of the subpoena or request should be forwarded immediately to the CEO or to our Outside Counsel.

The CEO’s or Outside Counsel’s guidance should be received before responding to any request, and all responses must be coordinated through them. All information provided should be truthful and accurate. Employees must never mislead any investigator and must never modify or destroy documents or records in response to an investigation.

Disclosure of Corporate Information (Insider Trading and Selective Disclosure)
Employees must not trade Bonterra securities while in possession of material, nonpublic corporate information. Employees must not use such material, nonpublic corporate information for their benefit or the benefit of others. Material corporate information is any information that, if known, might influence a reasonable investor’s investment decision to buy, sell, or hold securities of Bonterra. Nonpublic means any corporate information that has not been released for public dissemination and which is intended to remain confidential until such authorized dissemination. Employees should not share material, nonpublic corporate information with anyone outside Bonterra (including family members) until it has been made public, regardless of how the information may or may not be used. These restrictions also apply to trading in securities of any other company (including, but not limited to, competitors, suppliers, and customers) if an employee learns of any material, nonpublic information about that company during the course of his/her employment with Bonterra since this will likely make the individual a deemed insider in accordance with security regulations.

Employees and directors must adhere to blackout restrictions that may be published from time to time. Trading blackouts are implemented to ensure that “insiders” do not have the advantage of information that has not been announced to the general investing public. “Insiders” are considered to be anyone who has access to information that has not been released to the public realm. Applicable securities laws dictate the protection of the entire investing public to ensure trading equity. Should an individual breach insider trading rules they may be subject to significant penalties by regulatory authorities, as well as disciplinary action by Bonterra.

Announcements of material information will include scheduled and unscheduled announcements. Scheduled announcements will include the release of quarterly financial statements, annual financial statements and annual reports of the Trust, and in that regard, trading in the securities by Bonterra personnel will be prohibited in accordance with this Code and applicable security regulations. Unscheduled announcements may include the release of information relative to changes in the Trust of a financial or structural nature, which may or may not require trading blackouts.

Management will make every attempt to inform employees of changes to blackout periods. However, blackout periods may change without notice. Should you have any questions or require clarification regarding trading restrictions, it is the individual’s responsibility to direct these questions to senior management or Outside Counsel prior to trading any Bonterra securities.

Employees must report violations or misuse of material, nonpublic corporate information to the CEO or our Outside Counsel immediately.

Employees are prohibited from making selective disclosure of material, nonpublic corporate information to third parties. All inquiries regarding information about Bonterra’s activities must be referred to senior management.

Directors and officers of Bonterra are required by securities regulations to make certain filings with securities commissions to report their holdings and transactions in Bonterra securities. Questions about these laws should be directed to the Outside Counsel, the CEO, or the CEO’s administrative assistant.

For further information, please refer to the Disclosure Policy.

Conflicts of Interest
Employees are not permitted to do anything that does not support the best interests of Bonterra. For example, an employee should not, on his/her own behalf:

Use Bonterra property for his/her own material benefit
Influence Bonterra’s contractors or consultants for his/her own personal gain
Act on business opportunities or investments presented to Bonterra, other than for the benefit of the Trust, that are not already available to the public without written permission from Outside Counsel or the CEO
Make or recommend decisions for Bonterra that might benefit an employee, his/her family members, or friends financially without first telling senior management that such benefits may result
Own an equity interest in any entity that sells supplies, furnishes services, or otherwise does business with Bonterra without written permission from the CEO

Before acknowledging compliance to this Code, an employee must report in writing any conflicts of interest to his/her supervisor. If conflicts of interest arise after the employee has acknowledged compliance, the employee must report the conflicts in writing to his/her supervisor, who will in turn disclose such conflicts to the CEO.

During business hours, employees should devote their full time and attention to Bonterra and their assigned job duties. Unrelated outside activities, business, or secondary employment are not permitted during business hours.

No officer or employee of Bonterra should serve on the board of any corporation that it does not own or control or may be in competition with Bonterra without the written approval of Bonterra’s CEO. It is acceptable to serve on the board of a non-profit, charitable, religious, or civic organization without prior written approval, provided it does not interfere or impair their ability to perform their duties at Bonterra.

To avoid potential conflicts of interest, it is against Bonterra’s policy for it to extend loans to officers or directors.

Confidential and Proprietary Information
Occasionally, employees may know confidential information concerning Bonterra’s customers, suppliers, business contacts, employees, or technical operations. Employees must keep this information confidential during and after their employment with Bonterra. Personal information relating to Bonterra customers, suppliers, business contacts or employees must be treated in confidence.

Generally, any information stored by and/or processed by Bonterra is proprietary information. This confidential information includes computerized data, methods, techniques, and documentation relating to computing services, developed software, and third-party software.

Employees must be aware of their responsibilities regarding access to Bonterra’s computer services, and the access, use, and disclosure of confidential information. Confidential and proprietary information must be used for Bonterra’s purposes only, never for personal gain.

Accounting and Reporting
Accurate documents are important during audits and other internal or external reviews. All employees must comply with Bonterra’s accounting and reporting procedures and ensure all books, records, accounts, and supporting papers are accurate and complete. Employees are forbidden to forge, falsify, or leave out important facts to mislead auditors or other internal or external reviewers intentionally on any business documents of Bonterra.

Expense Accounts
Employee expense accounts should be used only to reimburse employees for items and activities that are purchased for Bonterra business. Each employee must submit an accurate expense report of the money spent for this purpose.

Electronic Communications
Bonterra’s technological resources are a Bonterra asset and should be used by employees in pursuit of Bonterra’s business. While limited use of these resources for personal purposes is acceptable, employees should not expect their use of these resources to be private or confidential, including their use of voice mail and email. Bonterra may access these technological resources at any time and may disclose the information it accesses to law enforcement or other third parties without prior consent of the sender or the recipient. Employees should take the same care in their electronic communications as they take when they communicate in person or by paper. Employees are forbidden from engaging in the following activities utilizing Bonterra’s technological resources:

Sending email or other communications that masks the sender’s identity
Using another employee’s password without permission to access any technological resources
Sending or saving offensive material

Any electronic communication of personal information must be in accordance with regulatory privacy policy. Electronic sources (laptop, desktop, computer disk, recordings) of personal information must be kept under security measures appropriate for the sensitivity of the information.

An employee’s logon ID and password are intended for his/her use only. While Bonterra can require employees to disclose passwords and security codes at Bonterra’s discretion, employees should be selective and extremely cautious before disclosing their passwords or logon ID combinations to anyone else.

Copyrighted Material and Software
Bonterra does not allow its employees to copy or distribute copyrighted material (for example: software, database files, articles, or graphics files) through Bonterra’s email system or by any other means without confirming in advance from appropriate sources that Bonterra has the right to copy or distribute the material. Employees are not permitted to install public software on Bonterra computers without the express written consent from their supervisor or senior management or discussions with other departments that may be affected.

Internet/Intranet Site Development
Bonterra’s Internet is an important platform to communicate Bonterra information to employees, customers, and the public.

As such, the Trust’s senior management shall be solely responsible and shall administer all creation and development of any company internet site. However, any employee or stakeholder suggestions for enhancement to the site are encouraged.

Company Logo
The logos of Bonterra and its business units are considered property of Bonterra and must only be used for business purposes. Only the approved logos, which are available through the executive assistant, may be used, and approval must be obtained from the executive assistant prior to using any Bonterra logo. Re-creation or alteration of Bonterra’s logos is not permitted.

Our Business Partners and Customers

Relationships With Contractors and Suppliers
Contractor and supplier relationships must be managed in a fair, equitable, and ethical manner consistent with the Code and all applicable laws and good business practices.

Bonterra promotes competitive procurement to the maximum extent practical and evaluates every supplier’s products and services on the basis of technical excellence, quality, reliability, service, price, delivery, and other relevant objective factors. Bonterra prohibits employees from making purchasing decisions on the basis of personal relationships, friendships, or the opportunity for personal financial gain other than token items such as lunches, dinners, or tickets to sporting events close to areas of employment.

Employees must respect the terms of supplier and contractor contracts and licensing agreements and safeguard all confidential information received from a contractor or supplier, including pricing, technology, or proprietary design information. This confidential information must not be disclosed to anyone outside Bonterra without the written permission of the supplier or contractor.

All contractors who exchange or receive personal information from Bonterra must have Privacy Policies and Practices in compliance with applicable Canadian Federal and Provincial Laws.

Gifts and Entertainment
Reasonable gifts and entertainment are a part of normal business courtesy and are not prohibited. In many cultures, exchanging gifts or entertainment is designed to foster trust in a business relationship. However, employees should always use good judgment and discretion to avoid the appearance of impropriety or obligation. Bonterra employees should be certain that any gifts given or received, or entertainment hosted or attended as a guest, do not violate the law, customary business practices, or this Code.

While employees may exchange or accept gifts with their customers and suppliers as part of a normal business courtesy, no gifts, favors, or payments should be accepted which imparts a future obligation on the employee or was given in an attempt to influence decisions regarding the business of Bonterra. Additionally, the value of the gifts exchanged should be reasonable, and the exchanges should occur infrequently.

Likewise, while employees may be participants in entertainment with their customers and suppliers as hosts or guests in the normal course of a business relationship, employees must not be participants when the entertainment is an attempt to influence decisions regarding the business of Bonterra or imparts a future obligation of the employee. Additionally, the value of the entertainment should be reasonable and the employee’s participation should occur infrequently. Finally, employees are prohibited from participating in inappropriate entertainment as either a guest or a host. An employee who has any doubt about the propriety of a gift or entertainment should contact his/her supervisor, senior management, or our Outside Counsel before exchanging the gift or participating in the proposed activity.

Generally, any gift with a value over $400 must be disclosed in writing to the manger of your department. If, given the circumstances, the gift is determined to be inappropriate, your manager may require the gift be returned to the originator. Gifts and entertainment in excess of $400 may be accepted, if approved in advance by the CEO.

Obtaining and Using Competitor Information
While information about out competitors, customers, and suppliers is a valuable asset, the law and our standards of appropriate business conduct require that our employees obtain this information legally. It is not unusual to obtain information about other organizations, including our competitors, through legal and ethical means such as public documents, public presentations, journal and magazine articles, and other published and spoken information. However, employees are prohibited from obtaining proprietary or confidential information about our competitors, customers, or suppliers through illegal means, or from using any proprietary or confidential information acquired during a prior employment relationship. It is also not acceptable to use or seek to acquire proprietary or confidential information when doing so would require anyone to violate a contractual agreement, such as a confidentiality agreement with a prior employer. Employees are prohibited from taking any improper actions to gain information about our competitors, customers, and suppliers.

Our Communities

Environmental Compliance
Bonterra is dedicated to complying with all relevant environmental laws and regulations and requires employees to comply with these laws and regulations as well. It is the duty of each employee to report what he/she believes to be environmental violations to his/her supervisor, the CEO, or our Outside Counsel.

Political Contributions
Only Bonterra’s President and CEO may authorize a use of the Trust’s resources to support political activities. Employees must not use the Trust’s money, credit, property, or services for political activities. Outside of Bonterra’s business hours, employees may participate in any political activities of their choice, but Bonterra will not support or reimburse employees financially.

Requests for Information from the Media and Public
Senior management and the executive assistant are authorized to work with the media directly. When Bonterra provides information to the news media, Bonterra has the obligation to report accurately and completely all related material facts. In order to ensure that Bonterra complies with its obligations, employees who are contacted by the media for information regarding Bonterra’s business activities and plans, financial information, or Bonterra’s position on public issues, must refer the request to senior management, or the executive assistant. Likewise all requests from the media for interviews must be directed to senior management, or the executive assistant.

Public Speaking and Publishing Articles
Speeches and articles offer excellent opportunities for Bonterra and its employees to present topics, ideas, and information of interest to business and professional audiences. These communications provide the public with a clearer understanding of Bonterra and its various business units and are encouraged. Your manager must be informed and must approve presentations that are about Bonterra business.

Press Releases
Press releases allow Bonterra to announce important and relevant information to the public through the media. If a department within Bonterra anticipates the necessity for a press release to be created, the department must contact the CEO to discuss the appropriateness of such a release and to provide the needed information. All press releases must be reviewed by the CEO and are subject to application of the Disclosure Policy protocols.

Community Involvement
Bonterra directly and through its employees contributes to the general well-being and improvement of towns, cities, and regions where it has operations. Bonterra provides support to worthwhile community programs in areas such as social welfare, health, education, and arts and culture to promote the development of positive relationships in the areas where we have business interests. Bonterra also encourages the recruitment of qualified local personnel where practical. All Bonterra community involvement and requests for contributions must go through the CEO or the executive assistant.

While Bonterra encourages employees to participate in charitable organizations and other community activities of their choice, these outside activities should not materially interfere with job duties, and as such, prior approval from your manager should be requested. Approval from your manager should be requested when participation is supported by Bonterra and when utilizing Bonterra resources (including work time, e.g. days of caring). Where participating is on personal time and does not conflict with job duties then approval is not required. No employee may pressure another employee to express a view that is contrary to a personal belief or to contribute to or support political, religious or charitable causes.

Community Projects
When a new project or business issue affects a local community, the employee should seek the guidance of senior management to help facilitate communications with the affected community. Senior management will serve as support, proactively building and maintaining relationships with local communities as project development occurs by direct contact or through associations. This will include developing a consistent platform to help educate landowners and communities about Bonterra’s operations and safety programs.

Reporting Violations and Resources for Guidance
This Code and other Bonterra policies provide general information for seeking guidance or reporting violations of the Code to supervisors, department heads, the senior management or our Outside Counsel. For more serious breaches of this Code, or if you have not received a satisfactory response, please refer to the Whistleblower Policy discussed below.

Whistleblower Policy
Bonterra has instituted a Whistleblower Policy to provide for the reporting and review of concerns relating to accounting and auditing matters, as well as other corporate misconduct and breaches of this Code of Business Conduct. Like the Code of Business Conduct, the Whistleblower Policy is designed to encourage ethical behavior by all Bonterra personnel. Further details and procedures for submitting a report, are set out in the Whistleblower Policy which is available on our website or sedar.

Disciplinary Action
This Code is intended to help employees conduct themselves in a manner consistent with our values. Employees may face disciplinary action if they:

Violate this Code
Encourage or help other employees to violate this Code
Condone other employees who violate this Code
Fail to report a Code violation
Retaliate against any employee who reports a Code violation in good faith
Report a false breach of this Code
Fail as an officer, director, manager, or supervisor to take appropriate steps to ensure compliance with this Code

Disciplinary action may include one or more of the following:

A warning
A written reprimand
Mandatory reimbursement of losses or damages
Suspension
Demotion
Termination of employment
Referral for criminal prosecution or civil action

Management has the discretion to determine the level and type of discipline that is appropriate in any given circumstance.

Monitoring
Bonterra will monitor compliance with its policies and procedures, including this Code.

Questions/Effect of this Code of Business Conduct
This Code is not a comprehensive listing of every Bonterra policy or applicable law. If questions arise about what this Code means or how it should be applied, employees should contact their supervisor, department head, senior management, or our Outside Counsel.

Sources of Information
Directors:                  Gary J. Drummond
                                    Carl R. Jonsson
                                    F. William Woodward
CEO:                           George F. Fink                        All at 403/262-5307
COO:                           Randy M. Jarock
CFO:                           Garth E. Schultz
Executive Assistant:   Myrna L. Johnson

Outside Counsel: Bruce A. Lawrence 403/232-9597