Anti-Corruption Policy



UX Mining is committed to promoting the highest standards of ethical business conduct and compliance with all applicable laws, rules, and regulations. As part of this commitment, all UX Mining employees worldwide, including individuals employed by or acting on behalf of UX Mining or its subsidiaries, are required to comply with the Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act, other anti-bribery laws, local laws, this Policy, and any procedures developed by management to implement this Anti-Corruption Policy (“Policy”).


UX Mining and its officers, employees, agents and representatives are prohibited from authorizing, making, offering, promising, requesting, receiving or accepting bribes or accepting kickbacks in any form:

The U.S. and other anti-corruption laws prohibiting bribery are very broad, so that many kinds of gifts or entertainment provided to government employees might be considered improper. For that reason, you may not give anything of value to any government official in order to wrongfully influence the government official, obtain or retain business or receive any advantage. This prohibition applies regardless of whether the payment or offer of payment is made directly to the government official or indirectly through a third party.

Examples of prohibited conduct include:

It is important to avoid even the appearance of impropriety. If you have any questions about whether a payment may be improper or violate this Policy, consult UX Mining’s General Counsel before any payment or offer is made.


"Government official" includes:

Any doubts about whether a particular person is a government official should be resolved by assuming that the individual involved is a government official for FCPA purposes.

“Anything of value” includes money and monetary equivalents (such as gambling chips and gift cards), entertainment, accommodations, and any other benefit. There is no “minimum” required under the FCPA – any amount can be sufficient to trigger a violation.

“Improper advantage” includes payments intended to wrongfully:

In addition to obtaining or retaining business, “improper advantage” includes reducing taxes, or duties, “looking the other way” at minor code or rule violations, and any form of preferential treatment.


Gifts in the business context can be an appropriate way for business people to display respect for each other. UX Mining expects the use of good judgment and moderation when giving or receiving entertainment or gifts. No gift or entertainment should ever be offered, given, provided or accepted by you unless it:

It is essential that you accurately report expenditures for gifts or entertainment so that the purpose, amount, and recipient of the gift are obvious (i.e., transparent) to finance and other personnel who may review our books and records. Expense reports should accurately state the purpose of the expenditures and the identities of the individuals receiving the gifts or entertainment and state whether the gift or entertainment was given to a public sector official or to any employee of a government entity.

Significant legal restrictions apply with regard to providing gifts, entertainment, travel and promotional expenditures related to government officials. You must make sure you fully understand all such restrictions and associated policies and procedures. In each instance:

You should avoid even the appearance of impropriety. Any gift or expense that is lavish or might otherwise prove embarrassing for UX Mining is prohibited. If you have any question regarding the appropriateness of any gift or expense, you should consult the General Counsel prior to giving the gift or incurring the expense.


The FCPA and other anti-bribery laws may provide limited exceptions for certain minor payments for the purpose of facilitating or expediting routine, lawful services or non-discretionary administrative actions, such as telephone installation. However, other anti-corruption laws prohibit such payments. Any and all facilitating payments require prior written approval from the General Counsel.


Before initiating a relationship with a representative, partner, consultant, distributor, agent, or other third party, you must conduct appropriate due diligence to assure yourself that the representative will not engage in any improper conduct. Due diligence typically will include considering such factors as:

Consult the General Counsel regarding the appropriate due diligence procedure for your situation.

In every instance, all third parties must fully comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, and any other applicable laws that prohibit bribery and corruption.

UX Mining must terminate contracts with any third party who is unwilling or unable to represent UX Mining in a manner consistent with this Policy.


While conducting due diligence and throughout any subsequent relationship, you must monitor for any “red flags.” A “red flag” is a fact or circumstance which requires additional consideration and extra caution. Red flags may appear in many forms and can include:

You are responsible for monitoring your email and other communications and documents for red flags. Any red flags should be brought promptly to the attention of your supervisor or the UX Mining’s General Counsel. Failure to do so is considered a violation of this Policy.


All employees must maintain accurate records of all transactions and assist in ensuring that the Company’s books and records accurately and fairly reflect, with appropriate detail, all transactions, expenses, or other dispositions of assets. To that end, every employee is prohibited from falsifying any business or accounting record and must truthfully report and record all dispositions of assets. Undisclosed or unrecorded funds or assets—for any purpose—are prohibited.

Any questions on how to record transactions should be referred to the UX Mining’s General Counsel.

In addition to the guidelines set forth above, all employees must comply with the Company’s Code of Business Conduct and Ethics.


Compliance with this Policy is, first and foremost, the individual responsibility of every UX Mining employee. All employees must report, in person or in writing, any known or suspected violations of this Policy to either the Chief Financial Officer or the Chair of the Audit Committee. Additionally, all employees may contact the General Counsel or the Chair of the Audit Committee with questions or concerns about this Policy.

UX Mining will not allow any retaliation against any UX Mining employee who acts in good faith in reporting any violation of this Policy. The Company will investigate reported violations and will determine an appropriate response, including corrective action and preventative measures, and will involve the Chair of the Audit Committee or Chief Financial Officer when required. All reports will be treated confidentially to the extent possible.


Any UX Mining personnel who violate this Policy or who fail to make or falsify any certification required under this Policy may be subject to disciplinary action, up to and including termination of employment or of the business relationship.

Last updated: Sept 2, 2021