GOVERNANCE

Corporate Governance at Apex Acquisitions Group LLC and Its Global Subsidiaries

At Apex Acquisitions Group, LLC and its subsidiaries worldwide, corporate governance is foundational to our operations in the extractive mineral sector, including gold, oil, gas, and other precious minerals. We are committed to transparency, accountability, and ethical conduct in all aspects of our business.

Our governance policies, in line with industry best practices and legal standards, ensure responsible resource extraction, risk management, and strict compliance with global regulations. These policies cover key areas such as board structure, executive responsibilities, environmental stewardship, shareholder protection, and internal controls.

We strive to create long-term value while safeguarding the interests of all stakeholders, promoting sustainability, and upholding the highest standards of integrity in our global operations. Through effective corporate governance, we ensure that Apex Acquisitions Group remains a trusted leader in the extractive mineral industry.

1. Environmental Management Policy

Apex Elements LLC and its subsidiaries are committed to conducting our operations in an environmentally responsible manner, in full compliance with all applicable environmental laws, regulations, and global best practices.

We recognize the significant environmental impacts of our exploration, extraction, and development activities and are dedicated to minimizing these impacts. Our environmental management practices are guided by the principles of sustainability, the protection of ecosystems, and the restoration of land impacted by our activities.

Key principles of our Environmental Management Policy include:

1. Sustainable Resource Management: We will strive to optimize the use of natural resources while minimizing waste and environmental damage.

2. Compliance with Regulations: We will adhere to all national and international environmental regulations, including ISO 14001 standards and other applicable frameworks.

3. Continuous Improvement: We are committed to continually improving our environmental practices, utilizing the best available technologies and techniques.

4. Monitoring and Reporting: Regular monitoring and reporting on environmental performance will be conducted to ensure compliance and assess the impact of our operations.

5. Biodiversity Protection: We will implement measures to protect local wildlife and biodiversity, focusing on responsible land use and habitat preservation.

This policy shall be applied consistently across Apex Gold Mine (Liberia) and TENDO Oil and Gas, ensuring that all operations align with our global environmental objectives.

2. Health, Safety, and Security Policy

Apex Elements LLC and its subsidiaries are committed to the highest standards of health, safety, and security for all employees, contractors, and communities affected by our operations. The health, safety, and well-being of our workforce are fundamental to the success of our operations, and we will take all necessary steps to prevent accidents and injuries.

Key principles of our Health, Safety, and Security Policy include:

1. Health and Safety Management: We will implement a robust health and safety management system to ensure compliance with all relevant laws and regulations, including International Labour Organization (ILO) standards.

2. Risk Assessment and Mitigation: We will regularly conduct risk assessments to identify potential health and safety hazards and implement measures to eliminate or mitigate these risks.

3. Training and Awareness: Continuous training programs will be provided to employees and contractors to ensure they are aware of health and safety procedures and best practices.

4. Emergency Preparedness: We will maintain emergency response plans for all operations to effectively respond to any health, safety, or security incidents.

5. Security: We will ensure that the security of our employees, assets, and the communities in which we operate is effectively managed through appropriate policies and local security partnerships.

This policy is integral to the operations of Apex Gold Mine (Liberia) and TENDO Oil and Gas, ensuring a safe and secure working environment.

3. Ethical Business Practices and Anti-Corruption Policy

Apex Elements LLC and its subsidiaries, including are committed to conducting business with integrity, transparency, and in full compliance with all applicable anti-corruption laws. We reject all forms of bribery, corruption, and unethical business practices, both within our organization and in our interactions with third parties.

Key principles of our Ethical Business Practices and Anti-Corruption Policy include:

1. Zero Tolerance for Corruption: We have a strict zero-tolerance policy towards bribery and corruption. No employee, contractor, or representative of Apex Elements LLC shall engage in any form of corrupt activity.

2. Compliance with International Standards: We comply with global anti-corruption regulations, including the OECD Anti-Bribery Convention, the Foreign Corrupt Practices Act (FCPA), and other local anti-corruption laws.

3. Third-Party Due Diligence: We will conduct thorough due diligence on third parties, including suppliers, contractors, and agents, to ensure they adhere to our ethical standards.

4. Whistleblower Protection: We provide a confidential and secure mechanism for employees and third parties to report any concerns regarding unethical or corrupt activities without fear of retaliation.

5. Training and Awareness: All employees will undergo regular anti-corruption training to understand the risks and compliance requirements associated with their roles.

This policy is crucial to maintaining the integrity of and ensuring that all operations are conducted in an ethical and lawful manner.

4. Anti-Slavery and Human Trafficking Policy

Apex Elements LLC and its subsidiaries, including Apex Gold Mine (Liberia) and TENDO Oil and Gas, are committed to eradicating slavery, human trafficking, and forced labor in all aspects of our operations and supply chains. We take a zero-tolerance approach to any form of modern slavery and human trafficking.

Key principles of our Anti-Slavery and Human Trafficking Policy include:

1. Prohibition of Slavery and Human Trafficking: We strictly prohibit all forms of slavery, human trafficking, forced labor, and child labor within our operations, supply chains, and business relationships.

2. Compliance with International Laws: We comply with the Modern Slavery Act 2015, the UN Guiding Principles on Business and Human Rights, and other relevant laws and conventions on human rights.

3. Supply Chain Due Diligence: We conduct rigorous due diligence on our suppliers and partners to ensure they adhere to our standards and policies regarding human rights and slavery.

4. Reporting and Accountability: We provide employees, contractors, and third parties with secure channels to report any concerns regarding modern slavery, and we commit to taking appropriate action where necessary.

5. Training and Awareness: We will provide regular training to all employees on recognizing and preventing slavery and human trafficking.

6. Compliance with Laws

• Apex Elements LLC is committed to full compliance with all applicable laws, regulations, and international frameworks regarding human rights, modern slavery, and human trafficking. This includes, but is not limited to:

1.The Modern Slavery Act 2015 (UK)

2. The California Transparency in Supply Chains Act

3. The UN Guiding Principles on Business and Human Rights

4. ILO conventions and protocols on forced labor and child labor.

7. Due Diligence and Risk Assessment

• Supplier and Partner Screening: All suppliers, contractors, and third-party partners will be subjected to thorough due diligence processes, including screening for any indications of modern slavery or human trafficking practices in their operations.

• Risk Management: Regular assessments of the potential risks of modern slavery within our supply chains will be conducted. We will prioritize high-risk regions and sectors for additional scrutiny and implement corrective actions as necessary.

8. Reporting Mechanisms

• Apex Elements LLC encourages all employees, contractors, and third parties to report any concerns or violations of this policy.

• Reporting Channels include:

o Whistleblower hotlines

o Direct reporting to senior management or compliance officers

o Anonymous email submissions for sensitive issues.

• We guarantee that all reports will be handled confidentially and without retaliation. Retaliation against any individual who reports concerns in good faith is strictly prohibited.

9. Monitoring and Auditing

• Regular Audits: We will perform periodic audits of our operations and supply chains to ensure compliance with this policy and address any emerging risks related to modern slavery.

• Third-Party Verification: Independent third-party auditors may be engaged to assess the effectiveness of our anti-slavery and human trafficking initiatives.

10. Training and Awareness

• Employee Training: All employees and contractors will undergo mandatory training to understand the risks of modern slavery, identify signs of human trafficking, and follow proper reporting procedures.

• Supplier Awareness: We will provide suppliers and business partners with resources and guidance to ensure they understand our policy requirements and the steps they must take to comply with anti-slavery practices.

11. Enforcement

• Any violation of this policy will result in immediate investigation and may lead to disciplinary action, including termination, legal action, and the severing of business relationships with suppliers or contractors found to be in violation.

• We will work with authorities and legal agencies as required to address violations of anti-slavery laws.

12. Review and Updates

• This policy will be reviewed annually, and revisions will be made to ensure it remains effective and compliant with evolving international laws, industry standards, and best practices.

• Continuous improvements and updates will be made based on audit results, stakeholder feedback, and any changes in regulatory requirements.

5. Corporate Governance Policy

1. Introduction
Corporate governance at Apex Elements LLC is based on principles of transparency, accountability, and integrity, ensuring that we operate with the highest ethical standards in all markets we serve. This policy governs the way the company is structured, how decision-making is carried out, and how it maintains accountability to its stakeholders.

2. Board Structure and Responsibilities

• Board of Directors: The board will consist of independent directors and executive directors who bring diverse experience and expertise to ensure robust governance. The board's responsibilities include overseeing the company’s strategy, financial performance, risk management, and ethical practices.

• Roles and Responsibilities: The responsibilities of the board members, including those of the CEO, CFO, and other senior executives, will be clearly defined to ensure effective leadership and decision-making.

3. Shareholder Rights and Engagement

• Apex Elements LLC is committed to respecting the rights of its shareholders, ensuring they are well informed of major decisions, and providing them with regular reports and updates on the company’s financial and operational performance.

• Annual General Meetings (AGM) and special meetings will be held to provide shareholders with opportunities to voice their concerns, ask questions, and vote on key issues affecting the company.

4. Transparency and Reporting

• We will maintain high levels of transparency in our financial reporting, in line with IFRS or US GAAP. The company will ensure that all financial statements are accurate, timely, and reflect the true state of the business.

• Internal Controls: Strong internal controls will be implemented to safeguard assets, prevent fraud, and ensure compliance with legal and regulatory requirements.

5. Risk Management

• A comprehensive risk management framework will be put in place to assess, mitigate, and manage risks related to financial, operational, environmental, and social factors.

• The board will regularly review risk assessments and ensure that the company has the necessary measures to address any identified risks.

6. Ethics and Compliance

• The board will ensure that the company operates ethically and in compliance with relevant laws and regulations. This includes adherence to anti-corruption policies, anti-money laundering measures, and responsible environmental practices.

• Code of Conduct: All employees and board members must adhere to the company’s Code of Conduct, ensuring ethical behavior in all business dealings.

7. Policy Review and Updates

• This policy will be reviewed annually and updated as necessary to reflect changes in the regulatory environment, corporate governance practices, and company strategies.

7. Sustainability and Resource Stewardship Policy

1. Introduction
Apex Elements LLC is committed to sustainable resource development that balances economic growth with environmental protection and social responsibility. Our approach to sustainability ensures that the extraction of gold, oil, gas, and other minerals is done in a way that preserves the environment for future generations.

2. Sustainable Practices

• Resource Efficiency: We strive to use resources efficiently, reduce waste, and minimize our environmental footprint throughout the lifecycle of our projects.

• Water and Energy Conservation: We will prioritize the responsible use of water and energy, focusing on minimizing consumption and maximizing the use of renewable energy sources where possible.

3. Environmental Stewardship
• We are committed to protecting the biodiversity of ecosystems impacted by our operations, restoring lands post-extraction, and reducing emissions from our mining and drilling operations.

• Impact Assessments: Comprehensive Environmental and Social Impact Assessments (ESIAs) will be conducted for all major projects to evaluate the potential effects of our operations and identify mitigation strategies.

4. Community Engagement

• We will engage with local communities and stakeholders throughout the life cycle of each project to ensure that their needs, rights, and concerns are heard and addressed.

• Benefit Sharing: We are committed to ensuring that local communities receive tangible benefits from our operations, including jobs, infrastructure development, and educational opportunities.

5. Compliance with Global Standards

• UN Sustainable Development Goals (SDGs): We align our operations with the SDGs, particularly goals related to responsible consumption and production, climate action, and reducing inequality.

• ISO 14001: We will comply with global environmental management standards, ensuring our practices align with international sustainability goals.

6. Monitoring and Reporting

• We will regularly monitor our sustainability initiatives and report on progress through annual sustainability reports and updates on our website.

• Third-Party Audits: Independent third-party audits will be conducted to ensure the integrity and effectiveness of our sustainability practices.

7. Policy Review

This policy will be reviewed annually to ensure it remains aligned with the latest best practices and international sustainability standards

POLICIES