Anti-Bribery and Corruption Policy

1. POLICY STATEMENT

1.1 Zero Tolerance Commitment

Unicorn Currencies Limited (Canada) and Unicorn Currencies Ltd (United Kingdom) (collectively "Unicorn", "the Company", "we", "us", or "our") are committed to conducting business with the highest standards of integrity, transparency, and ethical conduct.

We have ZERO TOLERANCE for bribery, corruption, and any form of unethical business practice.

This Anti-Bribery and Corruption Policy (the "ABC Policy") establishes clear standards of conduct and procedures to prevent, detect, and report bribery and corruption in all our business operations worldwide.

1.2 Scope and Application

This ABC Policy applies to: (a) All employees, officers, directors, and contractors of Unicorn; (b) All third parties acting on behalf of Unicorn (consultants, advisors, agents, introducers, suppliers, joint venture partners, lobbyists); (c) All jurisdictions where we operate; (d) All business relationships (government officials, clients, banking partners, regulators, private sector partners).

1.3 Personal Liability

IMPORTANT: Violations may result in criminal prosecution under the UK Bribery Act 2010, Corruption of Foreign Public Officials Act (Canada), and other applicable laws; personal fines and imprisonment; disciplinary action up to and including immediate termination; civil liability; reputational damage. You are personally responsible for compliance. "I didn't know" or "everyone does it" are NOT valid defenses.

2. REGULATORY FRAMEWORK

This ABC Policy ensures compliance with:

UK Bribery Act 2010

The UK Bribery Act creates four criminal offenses: (a) Bribing another person (Section 1); (b) Being bribed (Section 2); (c) Bribing a foreign public official (Section 6); (d) Failure of commercial organizations to prevent bribery (Section 7). Key provisions: extraterritorial jurisdiction; no exemption for facilitation payments; corporate liability for failing to prevent bribery; "adequate procedures" defense. Penalties: individuals up to 10 years imprisonment and/or unlimited fines; companies unlimited fines, debarment, director disqualification.

Corruption of Foreign Public Officials Act (CFPOA) — Canada

The Canadian CFPOA prohibits bribing foreign public officials, accounting offenses (falsifying books to conceal bribes), and laundering proceeds of bribery. Key provisions: extraterritorial jurisdiction; limited facilitation payment exception (narrow); corporate and individual liability. Penalties: individuals up to 14 years imprisonment; companies unlimited fines and debarment.

We may also be subject to US Foreign Corrupt Practices Act (FCPA), Criminal Code of Canada (domestic bribery), PCMLTFA, Fraud Act 2006 (UK), and local anti-corruption laws.

3. PROHIBITED CONDUCT

3.1 Bribery and Corruption — Defined

Bribery is the offering, promising, giving, requesting, agreeing to receive, or accepting of any financial or other advantage as an inducement or reward for improper performance of a function or activity.

Corruption is the abuse of entrusted power for private gain, including bribery, extortion, fraud, embezzlement, and related offenses.

3.2 Strictly Prohibited Activities

You must NEVER: offer, promise, or give bribes to any person (including government officials, clients, business partners, or their family/associates); request, agree to receive, or accept bribes; use intermediaries to make improper payments on Unicorn's behalf; bribe foreign public officials (including central bank officials, regulators, customs, tax authorities, state-owned enterprise employees, government procurement officials); engage in commercial bribery (private sector); falsify books, records, invoices, or accounts to conceal bribes; use false descriptions, shell companies, or off-the-books accounts.

3.3 Facilitation Payments — ZERO TOLERANCE

Unicorn PROHIBITS facilitation payments (grease payments, speed money) under all circumstances, regardless of jurisdiction or amount.

Although the Canadian CFPOA provides a narrow exception for facilitation payments, the UK Bribery Act provides NO exception and treats them as criminal bribes. Facilitation payments are impossible to distinguish from bribes in practice and perpetuate corruption. International best practice (OECD, Transparency International) increasingly condemns them.

If a facilitation payment is demanded: politely refuse; request official receipts for legitimate fees; escalate immediately to your line manager and Compliance Officer; document the incident in detail. Safety exception: if you or another person face an imminent threat to life, limb, or liberty, you may make the payment but must report it immediately to the Compliance Officer and fully document the circumstances.

3.4 Gifts and Hospitality — Strict Limits

Maximum value per gift or hospitality event: USD/CAD/GBP $100 (or equivalent). Individual gifts, meals, or hospitality valued at more than $100 are PROHIBITED unless pre-approved in writing by the Compliance Officer and Chief Operating Officer. The $100 limit applies per occasion, per recipient. Gifts and hospitality should be occasional, not frequent.

Permitted (under $100): Modest business meals; promotional items (branded pens, notepads); cultural or ceremonial gifts (small, customary); entertainment (tickets under $100 per person, with a Unicorn representative attending).

Prohibited regardless of value: Cash or cash equivalents (gift cards, prepaid cards, checks, cryptocurrency); gifts or hospitality to government officials or regulators (except nominal promotional items under $25 or modest meals per government ethics rules); lavish or extravagant gifts; travel and accommodation expenses (unless pre-approved with clear business purpose); gifts in connection with contract negotiations or tenders; gifts requested or demanded by the recipient; adult entertainment, gambling, or illegal activity; gifts to family members or associates of business contacts or officials.

If you receive a gift or hospitality over $100, you must politely decline or seek written approval from the Compliance Officer before accepting. All gifts and hospitality received over $50 must be reported and recorded in the Gifts & Hospitality Register.

3.5 Political Contributions and Charitable Donations

Political contributions — PROHIBITED. Unicorn prohibits all political contributions, donations, or support to political parties, candidates, campaigns, or lobbying organizations in all jurisdictions. Employees may engage in personal political activity on their own time and at their own expense, but must not use Unicorn resources or create the impression that their views represent Unicorn.

Charitable donations are permitted but must be made to legitimate, registered charities; approved in accordance with authority limits (under $500: Department Head; $500–$5,000: COO; over $5,000: Board); properly documented; NOT used as a cover for bribes. Red flags: donation requested by a government official or business partner; charity lacks transparency; donation contingent on or closely follows a business decision; donation to a charity controlled by or benefiting a government official. Seek Compliance Officer approval before proceeding.

3.6 Conflicts of Interest

You must promptly disclose any actual or potential conflict of interest (financial interests in clients/competitors/suppliers; family or personal relationships with clients or officials; outside employment or directorships; receipt of personal benefits from business relationships). The Compliance Officer will assess and implement appropriate measures (recusal, reassignment, divestment, monitoring, or in severe cases termination). Failure to disclose is a serious violation.

4. DUE DILIGENCE ON THIRD PARTIES

Unicorn can be held liable under the UK Bribery Act Section 7 for bribery committed by persons associated with the Company. Rigorous due diligence on third parties (agents, consultants, referral partners, suppliers) is essential. High-risk third parties (government relations consultants, agents interacting with officials, business development consultants in high-risk jurisdictions, referral partners, joint venture partners in high-corruption jurisdictions) require enhanced due diligence. All third-party contracts must include anti-bribery clauses, representations and warranties, right to audit, termination rights, indemnification, and training requirements.

5. REPORTING AND TRAINING

All employees and third parties must immediately report: suspected or actual violations; requests for bribes or facilitation payments; red flags or suspicious conduct; pressure or threats; gifts or hospitality over policy thresholds. Reports to: Compliance Officer (compliance@unicorncurrencies.com), line manager, or anonymous whistleblower hotline. The Company will protect your identity to the fullest extent possible. Knowingly false or malicious reports will result in disciplinary action.

All employees must complete anti-bribery training upon joining (within 30 days) and annually thereafter. High-risk roles (sales, business development, compliance, finance, senior management) must complete enhanced training. All employees must annually certify in writing that they have read, understood, and will comply with this ABC Policy; have completed required training; have no knowledge of violations (or have reported them); have disclosed all gifts, hospitality, and conflicts of interest.

6. WHISTLEBLOWER PROTECTION AND NON-RETALIATION

The Company will NOT tolerate any retaliation against individuals who report suspected violations in good faith; cooperate with investigations; provide information to law enforcement or regulators; refuse to engage in conduct that would violate this policy. Retaliation includes termination, demotion, suspension, harassment, intimidation, withholding promotions or bonuses, or any conduct intended to punish whistleblowers. Anyone who retaliates will be subject to severe disciplinary action, up to and including termination. This policy protects good faith reporting even if the report proves unfounded after investigation.

7. INVESTIGATIONS AND DISCIPLINARY ACTION

All reports of suspected violations will be promptly and thoroughly investigated by the Compliance Officer. Violations will result in disciplinary action proportionate to severity: verbal or written warning; mandatory retraining; loss of bonus; suspension without pay; demotion or reassignment; termination for cause; referral to law enforcement; civil legal action. Senior management and officers are held to higher standards.

Key Questions