Code of Business Conduct and Ethics

1. Introduction and Purpose

NUE Power Corp (the "Company") is committed to conducting its business with the highest standards of integrity, honesty, and ethical conduct. This Code of Business Conduct and Ethics (the "Code") sets out the principles and standards that guide the behaviour of directors, officers, employees, and contractors ("Covered Persons") of the Company.

This Code does not cover every situation that may arise. Covered Persons are expected to apply sound judgment, consistent with the spirit of this Code, in situations not expressly addressed. Questions about the application of this Code should be directed to the Company's Chief Financial Officer or legal counsel.

2. Compliance with Laws and Regulations

All Covered Persons must comply with all applicable laws, regulations, and rules of the jurisdictions in which the Company operates, including Canadian securities law, Canadian Securities Exchange (CSE) rules, environmental regulations, and anti-corruption legislation such as the Corruption of Foreign Public Officials Act (CFPOA).

3. Conflicts of Interest

Covered Persons must avoid situations in which their personal interests conflict, or could reasonably be perceived to conflict, with the interests of the Company. A conflict of interest arises when a personal interest interferes with a Covered Person's ability to act in the best interests of the Company. Covered Persons must:

• Disclose any actual or potential conflict of interest to the Board or their supervisor promptly
• Refrain from participating in any decision in which they have a material interest
• Avoid acquiring any interest in a business that competes with or has dealings with the Company without prior Board approval

4. Protection and Use of Company Assets

Covered Persons have a responsibility to protect Company assets from loss, theft, misuse, or waste. Company assets, including intellectual property, financial resources, equipment, and confidential information, must be used only for legitimate business purposes.

5. Confidentiality

Covered Persons may have access to confidential information about the Company, its business, and its shareholders. This information must not be disclosed to unauthorized persons or used for personal benefit. Confidentiality obligations continue even after a Covered Person's relationship with the Company ends.

6. Fair Dealing

Covered Persons must deal fairly with the Company's shareholders, suppliers, partners, competitors, and employees. No Covered Person may take advantage of anyone through manipulation, concealment, misrepresentation, or any other unfair practice.

7. Disclosure Obligations

The Company is committed to providing timely, accurate, and complete disclosure of material information to shareholders and the market, consistent with the Company's Disclosure Policy and applicable securities laws. Covered Persons must not make public statements about the Company's business, prospects, or finances without authorization.

8. Insider Trading

Covered Persons who possess material, non-public information about the Company are prohibited from trading in the Company's securities or disclosing that information to others who may trade. All Covered Persons must comply with the Company's Insider Trading Policy.

9. Gifts and Entertainment

Covered Persons may not offer, give, or receive gifts, payments, or entertainment that could improperly influence a business relationship or decision. Modest, customary business gifts and meals are generally acceptable, provided they are not intended to, and would not reasonably be seen to, influence business decisions.

10. Workplace Conduct

The Company is committed to a safe, respectful, and inclusive workplace free from harassment, discrimination, and violence. All Covered Persons are expected to treat colleagues, contractors, and visitors with dignity and respect.

11. Reporting Concerns and Whistleblower Protection

Covered Persons who have concerns about possible violations of this Code, applicable laws, or other misconduct are encouraged to report those concerns through the Company's Whistleblower Policy. The Company strictly prohibits retaliation against any person who reports a concern in good faith.

12. Waivers

Any waiver of this Code for directors or executive officers must be approved by the Board of Directors and disclosed publicly as required by applicable law.