QUIPT HOME MEDICAL CORP. code of business conduct and ethics

QUIPT HOME MEDICAL CORP.

of business conduct and ethics

This Code of Business Conduct

and Ethics (the "Code") contains general guidelines for conducting the business of Quipt Home Medical Corp.

(the "Company"), consistent with the highest standards of business ethics. To the extent this Code requires

a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

This Code applies to all of

our directors, officers and other employees. We refer to all officers and other employees covered by this Code as "Company employees"

or simply "employees," unless the context otherwise requires. In this Code, we refer to our principal executive officer, principal

financial officer, principal accounting officer and controller, or persons performing similar functions, as our "principal financial

Seeking Help and Information

This Code is not intended

to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or have

any doubts about whether it is consistent with the Company's ethical standards, seek help. We encourage you to contact your supervisor

for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the

Company's VP of Compliance. If you do not feel comfortable contacting the Company's VP of Compliance or the matter involves

a director or executive officer, you may also contact any member of the Board of Directors.

Reporting Violations of the Code

All employees and directors

have a duty to report any known or suspected violation of this Code, including violations of the laws, rules, regulations, or policies

that apply to the Company. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor or the

Company's Senior Director of Internal Controls and Audit (SDICA). The Company's SDICA will work with you and your supervisor

or other appropriate persons to investigate your concern. If you do not feel comfortable reporting the conduct to your supervisor or you

do not get a satisfactory response, you may contact the Company's SDICA. If you do not feel comfortable contacting the Company's

SDICA or the matter involves a director or executive officer, you may also contact any member of the Audit Committee of the Board of Directors

to report any violation of the Code. All reports of known or suspected violations of the law or this Code will be handled sensitively

and with discretion. Your supervisor, the Company's SDICA, the Audit Committee, the Board of Directors and the Company, as applicable,

will protect your confidentiality to the extent possible, consistent with applicable laws and the Company's need to investigate

your concern. Code of Conduct violations is an act of non-compliance by a director, officer or employee of the Company, or another person

with whom the Company does business, with the Company's governance, risk, and compliance policies or with applicable laws and includes

In addition, the Company has partnered with an

independent 3rd party to provide a safe, anonymous, independent process to report Code of Conduct violations. Through this reporting channel,

you will remain anonymous if you desire to do so. See appendix A for reporting information.

It is Company policy that

any employee or director who violates this Code will be subject to appropriate discipline, which may include termination of employment

or removal from the Board of Directors, as appropriate. This determination will be based upon the facts and circumstances of each particular

situation. If you are accused of violating this Code, you will be given an opportunity to present your version of the events at issue

prior to any determination of appropriate discipline. Employees and directors who violate the law or this Code may expose themselves to

substantial civil damages, criminal fines and prison terms. The Company may also face substantial fines and penalties and may incur damage

to its reputation and standing in the community. Your conduct as a representative of the Company, if it does not comply with the law or

with this Code, can result in serious consequences for both you and the Company.

Policy Against Retaliation

The Company prohibits retaliation

against an employee or director who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against

an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential

termination of employment.

Any waiver of this Code for

our directors, executive officers or other principal financial officers may be made only by our Board of Directors and will be disclosed

to the public as required by law or the rules of the TSX Venture Exchange, The NASDAQ Stock Market, or other national securities

exchange, when and as applicable. Waivers of this Code for other employees may be made only by our Chief Executive Officer or Chief Financial

Officer and will be reported to our Audit Committee.

Identifying Potential Conflicts of Interest

Employees, officers and directors

must act in the best interests of the Company. You must refrain from engaging in any activity or having a personal interest that presents

a "conflict of interest" and should seek to avoid even the appearance of a conflict of interest. A conflict of interest occurs

when your personal interest interferes with the interests of the Company. A conflict of interest can arise whenever you, as an employee,

officer or director, take action or have an interest that prevents you from performing your Company duties and responsibilities honestly,

objectively and effectively.

Identifying potential conflicts

of interest may not always be clear-cut. The following situations might reasonably be expected to give rise to a conflict of interest

and should be identified to, and addressed by, the Chief Financial Officer or the Board of Directors:

For purposes of this Code,

a company is a "material" customer if the customer has made payments to the Company in the past year in excess of $200,000

or 5% of the customer's gross revenues, whichever is greater. A company is a "material" supplier if the supplier has

received payments from the Company in the past year in excess of $200,000 or 5% of the supplier's gross revenues, whichever is greater.

If you are uncertain whether a particular company is a material customer or supplier, please contact the Company's Chief Financial

Officer for assistance.

Disclosure of Conflicts of Interest

The Company requires that

employees and directors disclose any situation that reasonably would be expected to give rise to a conflict of interest. If you suspect

that you have a situation that could give rise to a conflict of interest, or something that others could reasonably perceive as a conflict

of interest, you must report it in writing to your supervisor or the Company's VP of Compliance or, if you are a director or executive

officer, to the Board of Directors. The Company's VP of Compliance or the Board of Directors, as applicable, will work with you

to determine whether you have a conflict of interest and, if so, how best to address it.

As an employee or director

of the Company, you have an obligation to advance the Company's interests when the opportunity to do so arises. If you discover

or are presented with a business opportunity through the use of corporate property or information or because of your position with the

Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity.

No employee may use corporate property, information or his or her position with the Company for personal gain or compete with the Company

while employed by us.

You should disclose to your

supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact

the Company's VP of Compliance and the appropriate management personnel to determine whether the Company wishes to pursue the business

opportunity. If the Company waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms

and conditions as originally proposed and consistent with the other ethical guidelines set forth in this Code.

Employees and directors have

access to a variety of confidential information regarding the Company. Confidential information includes all non-public information that

might be of use to competitors, or, if disclosed, harmful to the Company or its customers. Employees have a duty to safeguard all confidential

information of the Company or third parties with which the Company conducts business, except when disclosure is authorized or legally

mandated. An employee's obligation to protect confidential information continues after he or she leaves the Company. Unauthorized

disclosure of confidential information could cause competitive harm to the Company or its customers and could result in legal liability

to you and the Company.

Any questions or concerns

regarding whether disclosure of Company information is legally mandated should be promptly referred to the Company's VP of Compliance.

COMPETITION AND FAIR DEALING

All employees should endeavor

to deal fairly with fellow employees and with the Company's security holders, collaborators, customers, suppliers and competitors.

Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation