Compliance Framework

Scope of Services

REESource Materials International LLC ("RMI") operates at the intersection of international mining, sovereign government engagement, and U.S. government capital programs. This operating environment demands rigorous compliance with a complex and overlapping set of U.S. and international laws, regulations, and norms.

RMI is committed to conducting all business activities with integrity, transparency, and in full compliance with applicable legal requirements. This Compliance Framework sets out the standards RMI applies across its operations and expects of the counterparties, clients, and partners it engages.

1. Anti-Corruption and Anti-Bribery

RMI operates in jurisdictions where corruption presents a significant operational and legal risk. RMI maintains a zero-tolerance policy toward bribery and corruption in all forms.

U.S. Foreign Corrupt Practices Act (FCPA)

RMI and all persons acting on its behalf are prohibited from offering, paying, promising, or authorizing anything of value to any foreign government official, political party, or candidate for the purpose of obtaining or retaining business or securing any improper advantage. This prohibition applies to direct payments and to indirect payments made through agents, intermediaries, joint venture partners, or other third parties.

UK Bribery Act

RMI applies the standards of the UK Bribery Act 2010 as a benchmark for international anti-bribery compliance, including its prohibition on commercial bribery between private parties and its requirements regarding adequate anti-bribery procedures.

Third-Party Due Diligence

RMI conducts anti-corruption due diligence on all material third parties, agents, and intermediaries prior to engagement. This includes verification of ownership structures, review of public records for adverse information, and assessment of jurisdiction-specific corruption risk using recognized indices including Transparency International's Corruption Perceptions Index.

2. Export Controls and Technology Transfer

RMI facilitates technology transfer engagements as part of its U.S. government program structuring services. All such engagements are subject to applicable U.S. export control laws.

International Traffic in Arms Regulations (ITAR)

Where RMI's activities involve defense-related technology, equipment, or technical data, RMI ensures compliance with ITAR as administered by the U.S. Department of State Directorate of Defense Trade Controls (DDTC). RMI does not facilitate the transfer of ITAR-controlled items without appropriate authorization.

Export Administration Regulations (EAR)

RMI applies EAR requirements as administered by the U.S. Department of Commerce Bureau of Industry and Security (BIS) to all dual-use technology and commodity transactions. End-use and end-user screening is conducted prior to any technology transfer facilitation.

Technology Transfer Program Compliance

All technology transfer engagements facilitated by RMI through U.S. government programs are structured in accordance with the program-specific requirements of the relevant federal agency, including applicable national security review processes.

3. Sanctions Compliance

RMI maintains a rigorous sanctions compliance program consistent with the requirements of the U.S. Office of Foreign Assets Control (OFAC) and applicable international sanctions regimes.

OFAC Screening

All clients, counterparties, beneficial owners, and material third parties are screened against OFAC's Specially Designated Nationals and Blocked Persons List (SDN List) and applicable country-based sanctions programs prior to engagement and on an ongoing basis.

Prohibited Jurisdictions

RMI does not engage with projects, entities, or individuals located in or controlled by jurisdictions subject to comprehensive U.S. sanctions programs.

PRC-Linked Entities

Given the national security dimensions of RMI's work in the critical minerals space, RMI applies enhanced screening to any entity with material ownership, control, or financing connections to the People's Republic of China or PRC state-linked enterprises.

4. Foreign Agents Registration Act (FARA)

RMI is aware of and monitors its obligations under the Foreign Agents Registration Act (FARA), which requires registration with the U.S. Department of Justice when acting as an agent of a foreign principal in a political or quasi-political capacity.

RMI's activities are structured as commercial business development and transaction advisory services. Where sovereign government engagement forms part of an engagement, RMI evaluates FARA applicability on a case-by-case basis and engages outside legal counsel for FARA analysis as appropriate. RMI does not provide legal advice on FARA compliance to clients or counterparties.

5. Know Your Customer (KYC) and Anti-Money Laundering (AML)

RMI applies KYC and AML standards consistent with international best practices and the recommendations of the Financial Action Task Force (FATF).

Client Identification and Verification

Prior to entering any engagement, RMI conducts identity verification of the client entity and its material principals, including verification of legal existence, ownership structure, and beneficial ownership to the natural person level where applicable.

Beneficial Ownership

RMI requires disclosure of beneficial ownership for all client entities and declines to engage with structures designed to obscure ultimate beneficial ownership.

Source of Funds

For engagements involving significant capital flows, RMI conducts source of funds inquiry consistent with the risk profile of the engagement and the jurisdiction involved.

Politically Exposed Persons (PEPs)

RMI applies enhanced due diligence to clients, beneficial owners, or counterparties who are or have recently been Politically Exposed Persons, including current or former government officials, senior military officers, and their immediate family members and close associates.

6. Counterparty Due Diligence

RMI applies a risk-based due diligence framework to all material counterparties, including mining project owners, sovereign partners, co-advisors, and capital intermediaries.

Due diligence scope is calibrated to the risk profile of the engagement, taking into account:

• Jurisdiction and associated corruption, sanctions, and AML risk
• Ownership structure complexity and transparency
• Nature and size of the transaction
• Involvement of government officials or state-owned entities
• Prior adverse media, legal proceedings, or regulatory actions

RMI reserves the right to decline or terminate any engagement where due diligence reveals unacceptable compliance risk.

7. Reporting Concerns

RMI encourages the reporting of potential compliance concerns. Any person with knowledge of a potential violation of this Compliance Framework or applicable law is encouraged to contact RMI directly.

Contact: contact@rmi.holdings

RMI does not tolerate retaliation against any person who reports a compliance concern in good faith.

8. Outside Counsel

RMI engages outside legal counsel for legal advice on complex compliance matters including FARA analysis, ITAR/EAR licensing questions, and jurisdiction-specific anti-corruption assessments. Nothing in this Compliance Framework constitutes legal advice.

9. Updates

This Compliance Framework is reviewed periodically and updated to reflect changes in applicable law, regulatory guidance, and RMI's operating environment.

REESource Materials International LLC
contact@rmi.holdings