Anti-Money Laundering

1. Introduction & Background

This Anti-Money Laundering Policy ("AML Policy") is paramount to the good governance of Metals and Extraction Company Limited and its affiliates ("Mexcon"). To achieve its intended outcomes, Mexcon has integrated key elements, namely having the right quality individuals on the Board and management, implementing strong processes and controls, and maintaining robust independent oversight and assurance over all processes and controls. The Policy is applicable to Mexcon and its related affiliates including but not limited to Metcon Limited and Nubia Resources. It is designed to minimise the risk of inadvertent involvement in money laundering and terrorism financing and sets out the mandatory requirements to ensure compliance with global anti-money laundering / counter-terror financing ("CTF") laws and best practice.

1.2. Applicable Persons

This AML Policy is applicable to the following categories of persons, natural and juristic, associated with Mexcon, wherever located:

All executive and non-executive directors of Mexcon.
All managers employed by Mexcon.
Permanent, temporary, contractors, home-based and/or casual employees of Mexcon.
Authorised agents acting on behalf of Mexcon.
Authorised third-parties and consultants acting/undertaking work on behalf of Mexcon.
Individuals seconded by external parties to Mexcon.
Any authorised volunteers and interns.
All service providers and vendors.
All business partners and authorised associates of Mexcon.

1.6. Legal and Regulatory Alignment (Nigeria)

While Mexcon is not classified as a "Financial Institution" or "Designated Non-Financial Business and Profession" (DNFBP) under the Money Laundering (Prevention and Prohibition) Act, 2022 ("MLPPA"), the company acknowledges that extractive industries, particularly gold and mining operations, have been identified by regulators as areas of heightened money laundering and terrorism financing risk. Accordingly, Mexcon aligns its internal compliance systems with:

The Money Laundering (Prevention and Prohibition) Act, 2022.
The Terrorism (Prevention and Prohibition) Act, 2022.
Guidance issued by the Nigerian Financial Intelligence Unit (NFIU) and the Special Control Unit Against Money Laundering (SCUML).
Relevant directives of the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC), where applicable.

1.7–1.9. Awareness of Global Standards

Beyond local obligations, Mexcon recognises the Financial Action Task Force (FATF) identification of gold and mining companies as sectors vulnerable to misuse for money laundering and terrorism financing. As such, Mexcon has adopted compliance practices consistent with FATF Recommendations and international anti-bribery/anti-corruption frameworks, including ISO 37301 (Compliance Management Systems) and ISO 37001 (Anti-Bribery Management Systems). The trade in precious metals and stones has been linked to illicit financial flows, corruption, smuggling, drug trafficking, illicit arms trafficking, and the financing of terrorism, and FATF Recommendation 28 requires that dealers in precious metals/stones be subject to effective systems for monitoring and ensuring AML/CTF compliance.

1.8. Voluntary Commitments and Risk Mitigation

Mexcon has put in place voluntary AML/CFT and integrity measures to protect its operations and reassure counterparties, including:

Know-Your-Customer (KYC) and Counterparty Due Diligence on suppliers, off-takers, and logistics partners.
Beneficial Ownership Transparency, aligned with CAMA disclosure requirements and the Corporate Affairs Commission's Beneficial Ownership Register.
Suspicious Transaction Reporting (STR) Readiness, with internal escalation channels aligned with NFIU expectations.
Internal Training and Capacity Building, ensuring staff and directors understand AML/CFT risks specific to the mining and extractive sector.
Audit and Governance Controls, overseen by the Compliance and Risk functions to ensure continuous monitoring.

2. Definitions

Money Laundering is the process used by criminals to hide, conceal or disguise the nature, source, location, disposition or movement of the proceeds of unlawful activities or any interest which anyone has in such proceeds. Terror Financing is the collection or provision of funds for the purpose of enhancing the ability of an entity or anyone involved in terrorism or related activities to commit a terrorist act. Funds may be raised from legitimate sources, such as personal donations and business profits, as well as from criminal sources, such as the drug trade, smuggling, fraud, kidnapping and extortion.

3. Scope & Risk Assessment

This policy applies to all applicable persons, wherever located; where vendors are juristic entities, they must ensure their employees and agents are familiar with this policy. The threat of involvement in money laundering and terrorist financing depends directly on the type of business carried out by Mexcon's customers, business partners or counterparties, or the country where they are located. Mexcon will classify its transactions and customers based on a risk level, identify potential risks, and implement controls to mitigate them, paying particular attention to dealings with Politically Exposed Persons (PEPs), high-risk jurisdictions, and complex ownership structures.

3(b). High Risk Customers

Mexcon will not do business with the following:

Persons included in any official lists of sanctions.
Persons indicating possible involvement in criminal activities, based on available information.
Persons with businesses in which the legitimacy of activity or source of funds cannot be reasonably verified.
Persons refusing to provide the required information or documentation.
Entities whose shareholder/control structure cannot be determined.

3(c). Customer / Counterparty Due Diligence (CDD)

Before engaging in business with any third party, Mexcon shall:

Identify and verify the identity of counterparties using reliable, independent documents (e.g. company registration, passports, IDs, proof of address) through internal counterparty and vendor registration processes.
Identify ultimate beneficial owners (UBOs) where applicable.
Understand the nature of the counterparty's business, the purpose of the relationship, and expected transaction types and volumes.
Apply Enhanced Due Diligence (EDD) for high-risk counterparties or transactions, which may include additional documentation, more frequent review, and greater monitoring.

4. International Partner Assurance

Mexcon is committed to creating a business environment that meets the expectations of international stakeholders, financiers, and regulators. By voluntarily holding itself to standards applicable to accountable institutions, Mexcon seeks to reassure offshore counterparties of its commitment to transparency, integrity, and responsible operations; reduce counterparty risk in international transactions; and align with ESG best practices, reinforcing its positioning as a credible and sustainable partner in global trade.

5. Sanctions & Trade Restriction

In accordance with the Terrorism (Prevention and Prohibition) Act 2022 and screening expectations under CBN guidance, MEXCON shall:

Screen counterparties and transactions against UN, OFAC (US), EU, and UK sanctions lists, and the Nigerian Sanctions Committee lists, prior to onboarding and before payment.
Block or report prohibited transactions immediately to the NFIU and EFCC, escalating complex cases to Legal/Compliance.
Apply the most-restrictive applicable sanctions regime when more than one may apply.

6. Non-Compliance with the Policy

Any breach of this policy will be regarded as a serious matter, which may result in, amongst others:

Disciplinary action against employees, which could result in dismissal and criminal proceedings.
The termination of contracts for vendors and criminal proceedings.
The termination of ongoing support for a beneficiary, criminal proceedings, and steps to recover any support already provided.
The termination of any further relationship with third party service providers and criminal proceedings.
The termination of any further relationship with customers and criminal proceedings.

7. Designation of Responsible Employee

Mexcon has a designated Compliance Officer who assumes responsibility for anti-money laundering controls. This officer is responsible for developing AML policies and procedures, staff training, and applying suitable controls which align with best practice and ensure compliance with applicable AML laws.

8. Due Diligence

Mexcon recognises the risk of terrorism financing and money laundering when dealing with clients, agents and business partners. As a result, Mexcon will obtain and review information on clients, agents, business partners, vendors and other third parties to determine and assess any AML or terror financing risks, and will perform robust due diligence enquiries prior to engaging with such persons/entities.

9. PEP Status

Mexcon will endeavour to identify whether clients, agents, business partners, vendors and other third parties are linked to politically-exposed persons ("PEP") and therefore at a higher risk of being involved in money laundering. Those found to be PEPs, or linked to PEPs, will be subject to enhanced due diligence measures and transaction monitoring.

10. Sanctions Screening

Various AML and sanction laws provide for prohibitions relating to persons and entities identified by United Nations Security Council resolutions and the United States Office of Foreign Assets Control ("OFAC"). Mexcon is prohibited from engaging with persons or entities listed on the OFAC Specially Designated Nationals (SDN) and Blocked Persons List or any UNSC resolutions. Mexcon's Group Security and Forensic Investigation Manager is responsible for internally developing and monitoring these lists to ensure compliance. Mexcon shall not knowingly facilitate money laundering, terror financing or sanctioned activities; establish or continue business with sanctioned or high-risk entities, persons or countries; enter relationships that would expose Mexcon to reputational, operational or legal risks; or engage with entities or persons who insist on anonymity or whose ultimate ownership is not known.

11. Recordkeeping

In accordance with AML legislation and global best practice, Mexcon shall maintain financial records and appropriate internal controls that evidence the business reason for making payments to third parties. All books and records will be prepared and maintained with strict accuracy and completeness, with no transactions accounted for off-record. Records should be kept for as long as the relationship endures and for at least five (5) years after it ends (or the legally established period where longer), kept secure, readily retrievable, and available to regulators (SCUML, CBN, EFCC, NFIU). Vague or suspicious invoice descriptions (for example "special services", "special bonus", "administrative expense") must be properly interrogated by the responsible person before submitting the account for payment.

12. Whistleblowing and Reporting

Mexcon encourages all relevant parties to raise good-faith concerns regarding any suspicion of the prohibited conduct highlighted in this policy through the designated channels. Should Mexcon become aware or suspect that it is being abused for terrorism financing and/or money laundering purposes, it is encouraged to notify the Nigerian Financial Intelligence Unit ("NFIU"). Persons are referred to Mexcon's Whistleblower policy, accessible via legal@aipecgroup.com, complaints@aipecgroup.com, and whistleblowers@aipecgroup.com.

13. Review

Mexcon will, at regular intervals, assess compliance with this Policy and include the results of such assessments in reports to the Audit and Risk Committee. This Policy shall be updated biennially to reflect evolving norms and practices, changes to Mexcon policies or procedures, or as and when Mexcon deems necessary. This document should be read in conjunction with, amongst others, the Anti-Bribery and Corruption Policy, the Code of Conduct, and the Whistle-blowing policy.

Legal & Regulatory Framework — Nigeria

Our Policy is guided by the following Nigerian instruments:

Money Laundering (Prevention and Prohibition) Act, 2022 (MLPPA 2022).
Terrorism (Prevention and Prohibition) Act, 2022.
Central Bank of Nigeria (CBN) AML/CFT Regulations, 2022 (as applicable).
Securities and Exchange Commission (SEC) AML/CFT Regulations (where applicable).
Special Control Unit Against Money Laundering (SCUML) Guidelines for DNFBPs.
Economic and Financial Crimes Commission (Establishment) Act, 2004.
Companies and Allied Matters Act, 2020 (CAMA) — beneficial ownership disclosure.
Nigerian Financial Intelligence Unit (NFIU) reporting requirements (CTR, STR).

International Legal & Standards Framework

FATF 40 Recommendations and FATF Assessment Methodology.
UN conventions relevant to AML/CFT: UN Convention against Transnational Organized Crime (2000/Palermo), UN Convention against Corruption (2003/UNCAC), and the 1988 Vienna Convention.
UN Security Council counter-terrorism and sanctions architecture, including the 1267/1989/2253 ISIL/Al-Qaida regime and 1373.
Basel Committee guidance and Egmont Group standards for Financial Intelligence Units.
OECD instruments: Anti-Bribery Convention and Due Diligence Guidance for Responsible Supply Chains of Minerals; ISO 37301 and ISO 37001 as good-practice benchmarks.
United States: Bank Secrecy Act (BSA), USA PATRIOT Act (Sections 311/312/313), FinCEN CDD Rule, and OFAC sanctions programs.
United Kingdom: Proceeds of Crime Act 2002, Sanctions and Anti-Money Laundering Act 2018, and Money Laundering Regulations 2017 (as amended).
European Union: AML Directives (4AMLD/5AMLD/6AMLD) and EU financial sanctions regulations.
LBMA Responsible Gold/Silver Guidance and the Responsible Minerals Initiative (RMI/RMAP) where relevant.