Anti-Bribery & Corruption

1. Purpose and Introduction

Metals and Extraction Company of Nigeria Limited ("MEXCON" or the "Company") is committed to conducting business with the highest standards of integrity, transparency, and accountability. Underpinning the Company's commitment to be a truly world class company driven by excellence and integrity, it is imperative that all directors and employees maintain a standard of integrity when dealing with the Company's customers, suppliers, regulators, contractors, agents and other third parties. This policy reflects MEXCON's zero-tolerance stance against bribery, corruption, facilitation payments, kickbacks, abuse of power, and money laundering across our operations and supply chain. It sets forth compliance and approval procedures, due diligence measures, and other measures for implementation. Violation of the Policy is grounds for disciplinary action, up to and including termination of appointment.

2. Applicable Laws & International Benchmarks

The Company's Policy aligns with both Nigerian and international legal frameworks.

Corrupt Practices and Other Related Offences Act (2000) — prohibits bribery, fraud, and other corrupt practices in public and private sectors.
Economic and Financial Crimes Commission (EFCC) Act (2004) — establishes the EFCC to investigate and prosecute financial crimes.
Money Laundering (Prohibition) Act (2022) — criminalizes money laundering, including proceeds from bribery and corruption.
Criminal Code Act (1990), Sections 98–121 — criminalizes bribery, fraud, and secret commissions.
Nigeria Extractive Industries Transparency Initiative (NEITI) Act (2007) — promotes accountability in extractive industries, including mining.
International: UK Bribery Act (2010); US Foreign Corrupt Practices Act (FCPA); BSI 10500 Anti-Bribery Management System; Transparency International Business Principles for Countering Bribery; and ICC Rules on Combating Corruption.

3. Policy Statement & Scope

MEXCON strictly prohibits bribery, corruption, money laundering, facilitation payments, kickbacks, secret commissions, abuse of power, undisclosed conflicts of interest, off-book accounts, falsification of records and all incidentals thereto. This Policy is applicable to Mexcon and its related affiliates including but not limited to Metcon Limited and Nubia Resources, and applies to:

All employees of MEXCON (permanent, temporary, or contract).
Directors, executives, and senior management of MEXCON.
Subsidiaries, joint ventures, and affiliated entities.
Third parties — agents, intermediaries, consultants, distributors, suppliers, contractors, business partners, joint venture or consortium partners, logistics, supply chain management, storage, maintenance, and other intermediaries.

4. Employee Compliance with Relevant Laws

Employees are expected to comply with relevant laws and guidelines in their relations with regulatory bodies or authorities. Where the law is permissive, the Company and employees must choose the highest course of ethics and integrity. In all cases, employees and Directors must comply with regulations guiding industry standards regarding Environmental, Health, Security, Safety and Quality policies in Nigeria, as reviewed from time to time.

5. Roles & Responsibilities

Board & Management: set the tone-at-the-top, approve policies, and oversee resourcing and effectiveness of the ABC & AML Policy.
Chief Compliance Officer (CCO): owner of this Policy; maintains procedures, conducts investigations, and reports to management and, where required, regulators.
Employees & Directors: complete mandatory training, perform due diligence per procedures, keep accurate books and records, and report concerns immediately to the CCO.
Third Parties: contractually commit to equivalent standards, cooperate with audits/monitoring, and cascade requirements to their own sub-contractors.

6. Prohibited Conduct

MEXCON considers the following as prohibited conduct:

Bribes, kickbacks, and any 'thing of value' offered, promised, given, requested, or accepted to improperly influence a decision.
Facilitation payments — unofficial payments to expedite routine government actions (even if customary).
Political contributions designed to obtain/retain business or secure an improper advantage.
Charitable donations/sponsorships used as a conduit for improper influence.
Hiring, internships, or in-kind benefits to public officials or their relatives intended to influence decisions.
Off-book accounts, false invoices, or any misrepresentation in books and records.

7. Gifts, Hospitality & Donations

The Company may actively support charitable and educational causes as a matter of good corporate citizenship; charitable contributions and sponsorships require documented due diligence, beneficiary verification, alignment with CSR priorities, and accurate recording. As is customary in Nigeria, the Company may offer and receive gifts to and from its agents, suppliers, vendors and/or contractors at Christmas and Salah celebrations — the value of any gift given to each beneficiary shall not at any time exceed USD 1,000 or its Naira equivalent. For other gifts and entertainment, directors, employees and third parties must exercise good judgment, and all expenditures must be accurately recorded. Gifts and charitable donations must never be a condition for, or made to influence, any government action or decision or to secure any improper advantage.

8. Approval Process

The following procedures apply to making a charitable donation or offering a gift on behalf of the Company:

Where value exceeds USD 1,000, prior written approval is required from any two of: Chief Compliance Officer, Managing Director/CEO, Chief Financial Officer, or any Director. For lower amounts, the Compliance Officer alone may approve.
The requesting employee must submit a written request detailing the reason for the proposed gift, identity of the charity, names of contacts, amount, and names of beneficiaries.
All donations made by the Company must be compliant with local law.

9. Background Check on Charitable Organizations

The requesting employee must provide written information showing that the relevant charity is a bona fide organization, not controlled by or for the benefit of a Government Official, a criminal, or a sanctioned organisation/person. All documents relating to donations or gifts will be retained in accordance with relevant laws, and all gifts or donations must be accurately recorded in the Company's books.

10. Political Contributions

MEXCON strictly prohibits political contributions. No MEXCON funds, assets, services, or facilities shall be contributed to any candidate for political office, political party, or political action committee.

11. Intermediaries & Third-Party Due Diligence

Intermediaries include firms or persons such as brokers, consultants, bankers, and agents acting on behalf of the Company. Engagement requires rigorous due diligence following this process:

Request to Engage Intermediary form completed by the employee (Appendix B).
Intermediary Application form completed by the prospective intermediary (Appendix C).
Detailed explanation of remuneration, commensurate with duties.
Written approval of Head of Department.
Enhanced Due Diligence conducted and signed off by Legal/Compliance.
Written contract with anti-bribery & corruption warranties, audit rights, and termination provisions.
Compliance Certification signed by the intermediary (Appendix D).
Payments must be documented, reasonable, and paid only via bank transfer to the intermediary or their registered company account. Any request for alternative payment accounts requires MD or CFO approval.
All intermediaries are subject to annual compliance reviews and re-screening.

12. Whistleblowing & Non-Retaliation

MEXCON encourages and provides secure, confidential channels for reporting concerns in good faith, including an independent external or internal hotline, a secure online portal/web form, a dedicated compliance email, physical drop boxes at sites, and direct reporting to regulators (ICPC, EFCC, NFIU). Whistleblowers are protected against retaliation, harassment, or discrimination, and any employee found retaliating will face disciplinary action, up to and including termination. Confidentiality will be maintained unless disclosure is legally required.

13. Annual Employee Certification

To comply with this Policy, each employee, especially those in high-risk roles, must complete mandatory training and certify annually that they have read, understood, and complied with this Policy. The Employee Certificate of Anti-Bribery & Corruption Compliance is attached as Appendix A.

14. Investigations & Disciplinary Action

The Company's Compliance Officer will investigate breaches. Violations may result in the following and other actions specified by local and international laws:

Termination of employment.
Blacklisting of corrupt third parties.
Recovery of losses.
Reporting to regulators.
Civil or criminal prosecution under Nigerian law.

15. Policy Review & Governance

This Policy will be reviewed annually by Legal/Compliance and approved by the Board or its delegated committee. Updates will reflect new laws, operational changes, or international benchmarks.

Appendix E — Typical Red Flags

Requests for cash payments, excessive commissions, or invoices inconsistent with services delivered.
Refusal to provide ownership/beneficial-owner information, or use of shell/intermediary entities without clear justification.
Ties to public officials; unusual hospitality requests; or pressure for urgent decision-making outside normal controls.
Payment to third-party accounts or offshore jurisdictions without commercial rationale.

Appendix F — Minimum Contractual Clauses

Compliance with anti-bribery and corruption laws and this Policy.
Audit and information-access rights; immediate termination for breach; cooperation with investigations.
Prohibition on sub-delegation or use of subcontractors without prior written approval and diligence.