Objective and Scope

The objective of this Disclosure Policy is to ensure that communications to the investing public about High Ridge Resources are timely, complete, factual and accurate and broadly disseminated in accordance with all applicable legal and regulatory requirements.

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CODE OF BUSINESS CONDUCT AND ETHICS

Purpose

This Code of Business Conduct and Ethics ("Code") is intended to document the principles of conduct and ethics to be followed by High Ridge Resource's directors, officers, consultants and employees (collectively, its "Employees"). Its purpose is to:

Promote integrity and deter wrongdoing.

Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest.

Promote avoidance of conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict.

Promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Corporation files with, or submits to, securities regulatory authorities and in other public communications made by the Corporation.

Promote compliance with applicable governmental laws, rules and regulations. Promote and provide a mechanism for the prompt internal reporting to an appropriate person of departures from this Code.

Promote accountability for adherence to this Code.

Provide guidance to Employees to help them recognize and deal with ethical issues.

Help foster a culture of integrity, honesty and accountability throughout the Corporation.

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CHARTER OF THE AUDIT COMMITTEE

Mandate

The primary mandate of the audit committee (the "Audit Committee") of the Board of Directors High Ridge Resources (the "Board") is to assist the Board in overseeing the Company's financial reporting and disclosure. This oversight includes:

(A) reviewing the financial statements and financial disclosure that is provided to shareholders and disseminated to the public;

(B) reviewing the systems of internal controls to ensure integrity in the financial reporting of the Company; and

(C) monitoring the independence and performance of the Company's external auditors and reporting directly to the Board on the work of the external auditors.

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COMPENSATION COMMITTEE CHARTER

The following COMPENSATION Committee Charter was adopted by the Board of Directors of HIGH RIDGE RESOURCES INC. (THe "CoRPORATION") on JUne 26, 2006.

General

The Compensation Committee is a committee of the Corporation's board of directors (the "Board") to which the Board has delegated its responsibility for oversight of the Corporation's overall human resources policies and procedures. This includes reviewing the adequacy and form of the compensation paid to the Corporation's executives and key employees to ensure that such compensation realistically reflects the responsibilities and risks of such positions.

The Compensation Committee's objectives are to assist the Board in meeting its responsibilities in respect of overall human resources policies and procedures including recruitment, performance management, compensation, benefit programs, resignation/terminations, training and development, succession planning and organizational planning and design, to ensure a broad plan of executive compensation is established that is competitive and motivating in order to attract, retain and inspire executive management and other key employees and to review all compensation and benefit proposals for the Corporation's executives and make recommendations to the Board.

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