This Business Code of Conduct defines the ethical, commercial, and compliance standards expected by Imperial Mineral Trading Ltd. (“IMT”) in all business relationships, transactions, introductions, and supply-chain activities.
The purpose of this Code is to protect IMT, its partners, customers, suppliers, mandates, agents, intermediaries, and transaction counterparties from unethical conduct, fraud, sanctions exposure, corruption, circumvention, misrepresentation, and unlawful commodity trade practices.
This Code applies to all parties engaging with IMT, including buyers, sellers, mandates, agents, brokers, mine operators, exporters, refiners, logistics providers, financiers, consultants, representatives, and other third-party participants.
By engaging with IMT, submitting documents, accepting introductions, participating in negotiations, or proceeding with a transaction opportunity, each party acknowledges that it is expected to act in accordance with this Business Code of Conduct. Where required, IMT may request written acknowledgement and signature of this Code before proceeding with a transaction.
IMT conducts business on the basis of the following principles:
All parties must accurately disclose their role, authority, commercial position, and relationship to the product, buyer, seller, mandate, or transaction.
All communications, documents, offers, procedures, pricing, commissions, and product claims must be truthful, verifiable, and not misleading.
All business must comply with applicable laws, sanctions regulations, anti-money laundering requirements, anti-bribery rules, export controls, and responsible sourcing standards.
Commercial information, counterparties, product sources, buyer and seller details, transaction documents, banking information, procedures, and introductions must be treated as confidential unless written consent is provided.
Parties must not bypass, exclude, interfere with, or directly approach introduced contacts, sources, suppliers, buyers, sellers, mandates, refiners, logistics providers, or financial institutions in a way that damages IMT’s commercial position or agreed role.
Products must originate from lawful, verifiable, and responsible sources. IMT rejects illegal mining, conflict minerals, forced labour, child labour, money laundering, terrorist financing, and any supply chain connected to serious human rights abuses.
Each party must clearly state its role before entering into commercial discussions with IMT. This includes whether the party acts as:
No party may falsely claim to be a direct buyer, direct seller, mandate, title holder, refinery, mine owner, financier, or authorised representative unless it can provide credible supporting documentation. Where a party acts on behalf of another entity, IMT may request written proof of mandate, authority, appointment, or representation before proceeding.
IMT requires all transaction documents to be genuine, current, complete, and verifiable. Parties must not provide, use, circulate, or rely on:
IMT reserves the right to reject any opportunity where documentation appears fraudulent, unverifiable, incomplete, or inconsistent.
IMT does not tolerate bribery, corruption, extortion, kickbacks, facilitation payments, secret commissions, improper inducements, or hidden benefits.
No party may offer, request, accept, or authorise anything of value for the purpose of improperly influencing a transaction, securing a business advantage, bypassing procedure, obtaining confidential information, or influencing a decision.
Commissions, fees, success fees, intermediary compensation, and mandate payments must be agreed separately in writing before they become payable.
This Code does not itself create a right to commission, fee, remuneration, or compensation.
Any commission or intermediary payment must be documented in a separate written agreement, signed by the relevant parties, and must clearly define:
IMT rejects hidden commission structures, undisclosed fee chains, and arrangements designed to mislead buyers, sellers, banks, refineries, or transaction principals.
IMT will not knowingly participate in transactions involving sanctioned persons, sanctioned entities, sanctioned vessels, sanctioned banks, prohibited jurisdictions, unlawful funds, money laundering, terrorist financing, tax evasion, or financial crime.
IMT may request due diligence documents, including company registration documents, passports or IDs of authorised representatives, proof of address, proof of authority, source documentation, banking details, sanctions screening information, and product-origin documentation.
IMT reserves the right to stop discussions, reject a party, or suspend a transaction if sanctions, AML, source-of-funds, or compliance concerns arise.
IMT supports responsible sourcing in the mineral and commodity sector. For minerals, ores, metals, gold, precious metals, and high-risk commodities, IMT may apply enhanced due diligence.
This may include review of:
IMT does not support trade connected to illegal mining, armed groups, conflict financing, forced labour, child labour, human trafficking, serious environmental abuse, or fraudulent supply-chain claims.
All information exchanged with IMT must be treated as confidential unless it is already publicly available or disclosure is legally required. Confidential information includes, but is not limited to:
Parties may not disclose confidential information to third parties without prior written consent from IMT or the disclosing party.
Parties must not use IMT’s introductions, documents, contacts, commercial pathways, supplier access, buyer access, or transaction information to bypass IMT or exclude IMT from a transaction.
This applies to direct and indirect circumvention, including through related companies, employees, family members, associates, agents, mandates, brokers, subsidiaries, nominees, or newly created entities.
Any transaction arising from an IMT introduction or IMT-provided opportunity must respect IMT’s agreed role and commission rights, where separately agreed in writing.
All parties must communicate honestly, professionally, and in good faith. IMT rejects:
IMT may terminate communication with any party that acts in a dishonest, abusive, fraudulent, or commercially disruptive manner.
Parties must disclose any conflict of interest that may affect a transaction.
This includes undisclosed relationships with buyers, sellers, refineries, agents, mandates, logistics providers, inspection companies, government officials, financial institutions, or other transaction participants.
No party may use a conflict of interest to secretly influence pricing, commissions, allocation, source selection, buyer selection, or transaction procedure.
Each party is responsible for complying with applicable laws and regulations in its jurisdiction and in the jurisdictions connected to the transaction. This includes, where applicable:
IMT does not provide legal, tax, customs, banking, or regulatory advice unless expressly stated in writing. Parties should obtain their own professional advice where required.
IMT may conduct reasonable due diligence on parties before accepting or advancing a transaction. This may include review of:
Failure to provide reasonable due diligence information may result in rejection or suspension of the business opportunity.
Parties should maintain accurate records of transaction communications, documents, agreements, due diligence files, commission agreements, and compliance documents.
IMT may retain records for legitimate business, legal, compliance, and dispute-resolution purposes.
Any party that becomes aware of suspected fraud, forged documents, bribery, sanctions exposure, money laundering, circumvention, document manipulation, or unethical conduct should report the concern to IMT immediately.
IMT will review such concerns and may suspend discussions, request clarification, require further due diligence, involve legal counsel, or terminate the business relationship.
A breach of this Code may result in:
This Code does not create a partnership, joint venture, employment relationship, agency relationship, mandate, fiduciary duty, or commission entitlement between IMT and any other party.
Any such relationship must be agreed separately in writing.
