NOTICE TO INVESTORS

TO INVESTORS GENERALLY:

IT IS THE RESPONSIBILITY OF ANY PERSONS WISHING TO SUBSCRIBE TO THE TOKENS DESCRIBED IN THIS OFFERING MEMORANDUM TO INFORM THEMSELVES OF AND TO OBSERVE ALL APPLICABLE LAWS AND REGULATIONS OF
ANY RELEVANT JURISDICTIONS. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE, AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING,OR DISPOSAL OF THESE REMITTANCE TOKENS, AND ANY NON- U.S. EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO.

THIS OFFERING MEMORANDUM CONSTITUTES AN OFFER OF TOKENS ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE AND TO WHOM THEY LAWFULLY MAY BE OFFERED FOR SALE. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE FOR TOKENS EXCEPT TO THE EXTENT PERMITTED BY THE LAWS OF EACH APPLICABLE JURISDICTION.

IN PARTICULAR, ANY POTENTIAL INVESTOR CONFIRMS THAT (1) ANY DISCUSSIONS BETWEEN REPRESENTATIVES OF THE POTENTIAL INVESTOR AND THE COMPANY AND ITS AFFILIATES REGARDING AC QUISITION OF INTEREST IN THE COMPANY WERE INITIATED BY ONE OR MORE REPRESENTATIVES OF SUCH POTENTIAL INVESTOR, AND (2) PRIOR TO DELIVERY OF THIS OFFERING MEMORANDUM OR OTHER OFFERING OF REMITTANCE TOKENS, NEITHER THE COMPANY, THE FUND, THE FUND MANAGER, NOR THEIR RESPECTIVE AFFILIATES HAVE MADE AN INTEREST IN THE COMPANY AVAILABLE FOR PURCHASE BY SUCH POTENTIAL INVESTORS, EITHER AS AN OFFER THAT CAN BE ACCEPTED BY POTENTIAL INVESTOR OR AS AN INVITATION EXTENDED TO POTENTIAL INVESTOR TO MAKE AN OFFER TO SUBSCRIBE FOR THEINVESTMENT.

THE COMPANY IS NOT PROVIDING YOU WITH ANY LEGAL, BUSINESS OR FINANCIAL ADVICE ABOUT ANY MATTER. YOU MAY NOT LEGALLY BE ABLE TO PARTICIPATE IN THIS PRIVATE, UNREGISTERED OFFERING. YOU SHOULD CONSULT WITH YOUR OWN ATTORNEY, ACCOUNTANT, AND OTHER ADVISORS ABOUT THOSE MATTERS(INCLUDING DETERMINING WHETHER YOU MAY LEGALLY PARTICIPATE IN THIS OFFERING). YOU SHOULD CONTACT US WITH ANY QUESTIONS ABOUT THISOFFERING.

THE REMITTANCE TOKENIS A DIGITALTOKENON THE ETHEREUM BLOCKCHAIN WITH AN ABILITY TO EXECUTE CODE (SMART CONTRACT). THE REMITTANCETOKEN IS HELD IN A DIGITAL WALLET. THE FACT OF THE OWNERSHIP IS USUALLY DEFINED BY THE OWNER SHIP OF THE PRIVATE KEY THAT ENABLES ACCESS TO THE DIGITAL WALLET HOLDING THE TOKEN. PRIVATE AND PUBLIC KEYS ARE 256-BIT NUMBERS, THE PUBLIC KEY ACTS AS AN ADDRESS AND THE PRIVATE KEY CONTROLS THE CONTENTS OF THE DIGITAL WALLET.

YOU MUST COMPLY WITH ALL LAWS AND REGULATIONS (INCLUDING KYC/AML LAWS) THAT APPLY TO YOU IN ANY PLACE IN WHICH YOU PURCHASE, OFFER OR SELL ANY REMITTANCE TOKENS OR POSSESS OR DISTRIBUTE THIS OFFERING MEMORANDUM. YOU MUST ALSO OBTAIN ANY CONSENTS, PERMISSIONS, OR APPROVALS THAT YOU NEED IN ORDER TO PURCHASE,OFFER OR SELL ANY REMITTANCE TOKENS UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH YOU ARE SUBJECT OR IN WHICH YOU MAKE SUCH PURCHASES, OFFERS, OR SALES. THE COMPANY IS NOT RESPONSIBLE FOR YOUR COMPLIANCE WITH THESE LEGAL REQUIREMENTS. THE COMPANY IS NOT MAKING ANY REPRESENTATION TO YOU REGARDING THE LEGALITY OF YOUR INVESTMENT IN THE REMITTANCE TOKENS UNDER ANY LEGAL INVESTMENT OR SIMILAR LAW ORREGULATION.

NOTHING IN THIS OFFERING MEMORANDUM IS INTENDED TO CREATE A CONTRACT FOR THE INVESTMENT IN THE COMPANY, AND EACH POTENTIAL INVESTOR ACKNOWLEDGES THAT THE COMPANY WILL RELY ON THIS ASSERTION OF A POTENTIAL INVESTOR’S STATEMENTS WITH RESPECT TO COMPLIANCE WITH THE LAWS OF THE JURISDICTION IN WHICH POTENTIAL INVESTOR IS LEGALLY DOMICILED.

NOTICE TO RESIDENTS OF AUSTRALIA

NO PROSPECTUS, DISCLOSURE DOCUMENT, OFFERING MATERIAL, OR ADVERTISEMENT IN RELATION TO THE REMITTANCE TOKENS HAS BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, AUSTRALIAN PRUDENTIAL REGULATION AUTHORITY, OR THE AUSTRALIAN STOCK EXCHANGE LIMITED. THIS OFFERING MEMORANDUM IS BEING PROVIDED TO A LIMITED NUMBER OF “SOPHISTICATED INVESTORS” AS DEFINED UNDER THE CORPORATION ACT 2001 OF THE COMMON WEALTH OF AUSTRALIA SOLELY TO ENABLE THEM TO DECIDE WHETHER OR NOT TO MAKE AN OFFER TO ENTER INTO COMMITMENTS TO INVEST IN THE REMITTANCE TOKENSUPON THE TERMS AND SUBJECT TO THE RESTRICTIONS SET OUT HEREIN AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. IN ORDER TO MEET THE CRITEIRA OF A SOPHISTICATED INVESTOR, AN INVESTOR MUST HAVE AN ACCOUNTANT ISSUE A CERTIFICATE STATING THAT AN INDIVIDUAL HAS (I) NET ASSETS OF AT LEAST TWO MILLION AND FIVE HUNDRED THOUSAND USD($2,500,000)OR(II)AGROSS INCOME FOR EACH OF THE LAST TWO FINANCIAL YEARS OF AT LEAST TWO HUNDRED AND FIFTY THOUSAND USD ($250,000)

NOTICE TO RESIDENTS OF ARGENTINA

NO PROSPECTUS, DISCLOSURE DOCUMENT, OFFERING MATERIAL, OR ADVERTISEMENT IN RELATION TO THE REMITTANCE TOKENS HAS BEEN LODGED WITH THE NATIONALSECURITIES COMMISSION OF ARGENTINA (NSC) OR UNDER LAW NO 26,831 (CAPITAL MARKET LAW) OR ANY OTHER REGULATIONS. THIS OFFERING MEMORANDUM IS NOT SUBJECT TO, HAD NOT BEEN FILED, AND HAS NOT RECEIVED APPROVAL FROM THE NSC.

THIS DOCUMENT IS NOT AND SHOULD NOT BE CONSTRUED AS A PROSPECTUS. REMITTANCE TOKENS ARE NOT BEING OFFERED FOR SALE OR SUBSCRIPTION TO THE PUBLIC IN GENERAL BUT ARE BEING PRIVATELY PLACED WITH A LIMITED NUMBER OF PROSPECTIVE INVESTORS WHO MUST SATISFY THE REQUIREMENT AS PER THE LOCAL SECURITIES LAWS OF ARGENTINA AND SEEK LEGAL ADVICE AS TO WHETHER THEY ARE ENTITLED TO SUBSCRIBE TO REMITTANCE TOKENS AND MUST COMPLY WITH ALL RELEVANT LAWS IN THIS RESPECT.

NOTICE TO RESIDENTS OF BERMUDA

REMITTANCE TOKENS BEING OFFERED HERE BY ARE BEING OFFERED ON A PRIVATE BASIS TO INVESTORS WHO SATISFY CRITERIA OUTLINED IN THIS OFFERING MEMORANDUM. THIS OFFERING MEMORANDUM IS NOT SUBJECT TO AND HAS NOT RECEIVED APPROVAL FROM EITHER THE BERMUDA MONETARY AUTHORITY OR THE REGISTRAR OF COMPANIES IN BERMUDA, AND NO STATEMENT TO THE CONTRARY, EXPLICIT OR IMPLICIT, IS AUTHORIZED TO BE MADE IN THIS REGARD. REMITTANCE TOKENS BEING OFFERED MAY BE OFFERED OR SOLD IN BERMUDA ONLY IN COMPLIANCE WITH THEPROVISIONS OF THE INVESTMENT BUSINESS ACT 2003 (AS AMENDED) OF BERMUDA. ADDITIONALLY, NON-BERMUDIAN PERSONS MAY NOT CARRY ON OR ENGAGE IN ANY TRADE OR BUSINESS IN BERMUDA UNLESS SUCH PERSONS ARE AUTHORISED TO DO SO UNDERAPPLICABLEBERMUDALEGISLATION.ENGAGINGINTHEACTIVITYOFOFFERING OR MARKETING THE REMITTANCE TOKENS BEING OFFERED IN BERMUDA TO PERSONS IN BERMUDA MAY BE DEEMED TO BE CARRYING ON BUSINESS INBERMUDA.

NOTICE TO RESIDENTS OF BRAZIL

THE REMITTANCE TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE COMISSÃO DE VALORES MOBILIÁRIOS (THE BRAZILIAN SECURITIES COMMISSION). THE REMITTANCE TOKENS MAY NOT BE OFFERED OR SOLD IN THE FEDERATIVE REPUBLIC OF BRAZIL EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING OR DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS AND IN ACCORDANCE WITH THE SECURITIES LAWS OFBRAZIL.

NOTICE TO INVESTORS IN CANADA

THIS OFFERING MEMORANDUM CONSTITUTES AN OFFERING OF REMITTANCE TOKENS ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE AND TO WHOM THEY MAY LAWFULLY BE OFFERED FOR SALE, AND THEREIN ONLY BY PERSONS PERMITTED TO SELL REMITTANCE TOKENS. THIS OFFERING MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PROSPECTUS, AN ADVERTISEMENT, OR A PUBLIC OFFERING OF REMITTANCE TOKENS IN CANADA.NOSECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS OFFERING MEMORANDUM OR THE MERITS OF REMITTANCE TOKENS, AND ANY REPRESENTATION TO THE CONTRARY IS ANOFFENCE.

PURCHASERS’ REPRESENTATIONS, COVENANTS ,AND RESALE RESTRICTIONS

EACH PURCHASER OF REMITTANCE TOKENS IN CANADA WHO RECEIVES A PURCHASE CONFIRMATION,
REPRESENTSTOTHE COMPANYTHATSUCHPURCHASERISAPERSONTO WHICH REMITTANCE TOKENS MAY BE SOLD WITHOUT THE BENEFIT OF A PROSPECTUS QUALIFIED UNDER APPLICABLE PROVINCIAL SECURITIES LAWS. IN PARTICULAR, PURCHASERS RESIDING IN ONTARIO REPRESENT TO THE COMPANY THAT THE PURCHASER ISAN “ACCREDITED INVESTOR” ASSUCHTERMIS DEFINED IN SECTION 1.1OFNATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS OF THE CANADIAN SECURITIES ADMINISTRATORS (THE “NI”). THE PURCHASER MUST PURCHASE REMITTANCE TOKENS AS PRINCIPAL. THE DISTRIBUTION OF REMITTANCE TOKENS IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS TO RESIDENTS OF ONTARIO, QUÉBEC, BRITISH COLUMBIA, AND ALBERTA (TOGETHER THE “CANADIAN JURISDICTIONS”) AND IS EXEMPT FROM THE REQUIREMENTS IN THE CANADIAN JURISDICTIONS THAT THE COMPANY PREPARE AND FILE A PROSPECTUS WITH THERELEVANT SECURITIES REGULATORYAUTHORITIES.

THE OFFERING MEMORANDUM IS FOR THE CONFIDENTIAL USE OF THOSE PERSONS TO WHOM IT IS DELIVERED BY THE COMPANYIN CONNECTION WITH THE OFFERING OF REMITTANCE TOKENSINCANADA.THE COMPANYRESERVESTHERIGHTTOREJECTALLOR PART OF ANY OFFER TO PURCHASE REMITTANCE TOKENS FOR ANY REASON, OR ALLOCATE TO ANY PROSPECTIVE PURCHASER LESS THAN ALL OF REMITTANCE TOKENS FOR WHICH IT HAS SUBSCRIBED.

RESPONSIBILITY

EXCEPT AS OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW OR AS AGREED TO IN CONTRACT, NO REPRESENTATION, WARRANTY, OR UNDERTAKING (EXPRESS OR IMPLIED) IS MADE AND NO RESPONSIBILITIES OR LIABILITIES OF ANY KIND OR NATURE WHATSOEVER ARE ACCEPTED BY THE COMPANY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM OR ANY OTHER INFORMATION PROVIDED BY THE COMPANY IN CONNECTION WITH THE OFFERINF OF REMITTANCE TOKENS IN CANADA. INVESTING IN REMITTANCE TOKENS INVOLVES RISKS. PROSPECTIVE PURCHASERS SHOULD REFER TO THE “RISK FACTORS” DISCLOSURE CONTAINED IN THIS OFFERING MEMORANDUM FOR ADDITIONAL INFORMATIONCONCERNING THESE RISKS.

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS

ANY DISCUSSION OF TAXATION AND RELATED MATTERS CONTAINED IN THIS OFFERING MEMORANDUM IS NOT A COMPREHENSIVE DESCRIPTION OF ALL THE TAX CONSIDERATIONS THAT MAY BE RELEVANT TO A DECISION TO PURCHASE REMITTANCE TOKENS. PROSPECTIVE PURCHASERS OF REMITTANCE TOKENS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO ANY TAX ESEXIGIBLE IN CONNECTION WITH THE ACQUISITION, HOLDING OR DISPOSITION OF REMITTANCE TOKENS. IT IS RECOMMENDED THAT TAX ADVISORS BE EMPLOYED IN CANADA, AS THERE ARE A NUMBER OF SUBSTANTIVE CANADIAN TAX COMPLIANCE REQUIREMENTS FOR CANADIAN INVESTORS, INCLUDING WITH RESPECT TO THE ELIGIBILITY OF REMITTANCE TOKENS FORINVESTMENTBYTHEMUNDERAPPLICABLETAXANDOTHERLAWSINCANADA,AND WITHRESPECTTOTHEAPPLICATIONOFTHEPROPOSED“FOREIGNINVESTMENTENTITY” PROVISIONS OF THE INCOME TAX ACT (CANADA) WHICH, IF APPLICABLE, MAY RESULT IN ARE QUIREMENT TO RECOGNIZE INCOME FOR TAX PURPOSES EVENTHOUGH NO CASH DISTRIBUTION OR PROCEEDS OF DISPOSITION HAVE BEENRECEIVED.

RESALE RESTRICTIONS IN CANADA

THE DISTRIBUTION OF REMITTANCE TOKENS IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY AND IS EXEMPT FROM THE REQUIREMENT THAT THE COMPANY PREPARE AND FILE A PROSPECTUS WITH THE RELEVANT CANADIAN REGULATORY AUTHORITIES. ACCORDINGLY, ANY RESALE OF REMITTANCE TOKENS MUST BE MADE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS, WHICH MAY REQUIRE RESALES TO BE MADE IN ACCORDANCE WITH EXEMPTIONS FROM REGISTRATION AND PROSPECTUS REQUIREMENTS. PURCHASERS IN CANADA ARE ADVISED TO SEEK LEGAL ADVICEPRIOR TO ANY RESALE OF REMITTANCE TOKENS.

THE COMPANY IS NOT A “REPORTING ISSUER” AS SUCH TERM IS DEFINED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION,IN ANY PROVINCEOR TERRITORY OF CANADA IN WHICH REMITTANCE TOKENSWILL BE OFFERED. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE REQUIRED TO FILE A PROSPECTUS OR SIMILAR DOCUMENT WITH ANY SECURITIES REGULATORY AUTHORITY IN CANADA QUALIFYING THE RESALE OF REMITTANCE TOKENS TO THE PUBLIC IN ANY PROVINCE OR TERRITORY OFCANADA.CANADIAN INVESTORS ARE ADVISED THAT THE COMPANY CURRENTLY DOES NOT INTEND TO FILE A PROSPECTUS OR SIMILAR DOCUMENT WITH ANY SECURITIES REGULATORY AUTHORITY IN CANADA QUALIFYING THE RESALE OF REMITTANCE TOKENS TO THE PUBLIC IN ANY PROVINCE OR TERRITORY OF CANADA IN CONNECTION WITH THIS OFFERING. THEREFORE, THERE WILL BE NO PUBLIC MARKET IN CANADAFORREMITTANCE TOKENS AND THE RESALE OR TRANSFER OF REMITTANCE TOKENS WILL BE SUBJECT TO RESTRICTION.

REPRESENTATIONS OF CANADIAN PURCHASERS

EACH CANADIAN PURCHASER OF REMITTANCE TOKENS WILL BE DEEMED TO HAVE REPRESENTED TO THE COMPANY ITS AND ITS AFFILIATES THAT:

  • THE OFFER AND SALE OF REMITTANCE TOKENSWAS MADE EXCLUSIVELY THROUGH THIS OFFERING MEMORANDUM SUCH PURCHASER HAS NOT RECEIVED OR RELIED ON ANY OTHER DOCUMENT OR FACT IN MAKING ITS INVESTMENT DECISION IN RESPECT OF THE PURCHASE OF REMITTANCE TOKENS;
  • SUCH PURCHASER HAS REVIEWED AND ACKNOWLEDGES THE TERMS OF THIS OFFERING MEMORANDUM;
  • WHERE REQUIRED IN ORDER TO RELY ON THE EXEMPTION CONTAINED IN SECTION 2.3 OF THE NI, SUCH PURCHASER IS PURCHASING AS PRINCIPAL FOR ITS OWN ACCOUNT AND NOT AS AGENT;AND
  • SUCH PURCHASE RISENTITLED UNDER APPLICABLE CANADIAN SECURITIES LAWS TO PURCHASE SUCH REMITTANCE TOKENS WITHOUT THE BENEFIT OF A PROSPECTUS QUALIFIED UNDER SUCH SECURITIES LAWS, AND WITHOUT LIMITING THE GENERALITY OF THEFOREGOING:
    • SUCH PURCHASER IS A RESIDENT IN ONE OF THE CANADIAN JURISDICTIONS,ISAN“ACCREDITEDINVESTOR”ASDEFINEDINSECTION1.1 OF THE NI, HAS NOT BEEN CREATED AND IS NOT BEING USED SOLELY TO QUALIFYASANACCREDITEDINVESTOR,ANDISPURCHASINGREMITTANCE TOKENSASPRINCIPAL(WITHINTHEMEANINGOFTHENI)FORINVESTMENT ONLY AND NOT WITH A VIEW TO RESALE ORDISTRIBUTION;
    • SUCH PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT THE COMPANYISNOTOBLIGATEDTOFILEANDHASNOPRESENTINTENTION OF FILING WITH ANY SECURITIES REGULATORY AUTHORITY IN THE CANADIAN JURISDICTIONS ANY PROSPECTUS IN RESPECT OF THE RESALE OF REMITTANCE TOKENS, AND THAT REMITTANCE TOKENS WILL BE SUBJECT TO RESALE RESTRICTIONS UNDER THE REQUIREMENTS OFAPPLICABLE SECURITIESLAWS;
    • (I)ISNOTANINDIVIDUALANDISAN“ACCREDITEDINVESTOR”ASDEFINEDIN SECTION 1.1 OF THE NI, AND IS PURCHASING REMITTANCE TOKENS IN ACCORDANCEWITHTHEAPPLICABLESECURITIESLAWS,AND(II)HASNOT RELIED, IN MAKING A DECISION TO INVEST IN REMITTANCE TOKENS, ON ANY “FORWARD-LOOKING INFORMATION”, AS DEFINED IN APPLICABLE SECURITIES LAWS IN ONTARIO, CONTAINED IN THIS OFFERING MEMORANDUM AND, ACCORDINGLY, THAT NONE OF SUCH “FORWARD- LOOKINGINFORMATION”CONTAINEDINTHISOFFERINGMEMORANDUMIS MATERIAL TO ITS INVESTMENT DECISION REGARDING REMITTANCE TOKENS;AND
    • IF SUCH PURCHASER IS IN QUÉBEC, IT IS ITS EXPRESS WISH THAT ALL DOCUMENTS EVIDENCING OR RELATING IN ANY WAY TO THE SALE OF REMITTANCE TOKENS BE DRAFTED IN THE ENGLISH LANGUAGE ONLY. C’EST LA VOLONTÉ EXPRESSE DECHAQUE ACHETEUR QUE TOUS LES DOCUMENTSFAISANTFOIOUSERAPPORTANTDEQUELQUEMANIÈREÀLA VENTE DES INTERÊTS SOIENT RÉDIGÉS UNIQUEMENT ENANGLAIS.

IN ADDITION,EACH PURCHASER OF REMITTANCE TOKENS RESIDENT IN CANADA WILL BE DEEMED TO HAVE REPRESENTED THE COMPANY AND ITS AFFILIATES THAT SUCH PURCHASER HAS BEEN NOTIFIED BY THE COMPANYTHAT:

THE COMPANY AND ITS AFFILIATES ARE REQUIRED TO PROVIDE INFORMATION (“PERSONAL INFORMATION”) PERTAINING TO THE PURCHASER AS REQUIRED TO BE DISCLOSED IN SCHEDULE I OF FORM 45-106F1 UNDER THE NI (INCLUDING ITS NAME, ADDRESS, TELEPHONE NUMBER, AND THE NUMBER AND VALUE OF ANY REMITTANCE TOKENS PURCHASED), WHICH FORM 45-106F1 IS REQUIRED TO BE FILED BY THE COMPANY UNDER THE NI;

  • SUCH PERSONAL INFORMATION WILL BE DELIVERED TO THE ONTARIO SECURITIES COMMISSION (THE “OSC”) IN ACCORDANCE WITH THENI;
  • SUCH PERSONAL INFORMATION IS BEING COLLECTED INDIRECTLY BY THE OSC UNDERTHEAUTHORITYGRANTEDTOITUNDERTHESECURITIESLEGISLATIONOF ONTARIO;
  • SUCH PERSONAL INFORMATION IS BEING COLLECTED FOR THE PURPOSES OF THE ADMINISTRATION AND ENFORCEMENT OF THE SECURITIES LEGISLATION OF ONTARIO;
  • THAT THE PUBLIC OFFICIAL IN ONTARIO WHO CAN ANSWER QUESTIONS ABOUT THE OSC’S INDIRECT COLLECTION OF SUCH PERSONAL INFORMATION IS THE ADMINISTRATIVE ASSISTANT TO THE DIRECTOR OF CORPORATE FINANCE AT THE OSC, BOX 55 20 QUEEN STREET WEST, 19TH FLOOR, TORONTO, ONTARIO M5H 3S8, TELEPHONE: (416)593-8086;HAS AUTHORIZED THE INDIRECT COLLECTION OF THE PERSONAL INFORMATION BY THE OSC;AND
  • HAS ACKNOWLEDGED THAT ITS NAME, ADDRESS, TELEPHONE NUMBER AND OTHER SPECIFIED INFORMATION, INCLUDING THE NUMBER OF REMITTANCE TOKENS IT HAS PURCHASED AND THE AGGREGATE PURCHASE PRICE PAID BY THE PURCHASER,MAY BE DISCLOSED TO OTHER CANADIAN SECURITIES REGULATORY AUTHORITIES AND MAY BECOME AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH THE REQUIREMENTS OF APPLICABLELAWS.

BY PURCHASING REMITTANCE TOKENS, THE INVESTOR CONSENTS TO THE DISCLOSURE OF SUCH INFORMATION.

NOTICE TO RESIDENTS IN THE CAYMAN ISLANDS

NO INVITATION MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE TOREMITTANCE TOKENS AND THIS OFFERING MEMORANDUM IS NOT REGISTERED WITH ANY GOVERNMENTAL OR ANY OTHER REGULATORY AUTHORITY IN THE CAYMAN ISLANDS.

NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA

REMITTANCE TOKENS WILL NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN THE PEOPLE’S REPUBLIC OF CHINA, INCLUDING MACAU. THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM WILL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY REMITTANCE TOKENS WITHIN CHINA. THIS OFFERING MEMORANDUM AND THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM HAVE NOT BEEN AND WILL NOT BE SUBMITTED TO OR APPROVED/VERIFIED BY OR REGISTERED WITH ANY RELEVANT GOVERNMENTAL AUTHORITIES IN CHINA AND MAY NOT BE SUPPLIED TO THE PUBLIC IN CHINA OR USED IN CONNECTION WITH ANY OFFER FOR THE SUBSCRIPTION OR SALE OF REMITTANCE TOKENS IN CHINA.

NOTICE TO RESIDENTS OF EU MEMBER STATES

NO PROSPECTUS, DISCLOSURE DOCUMENT, OFFERING MATERIAL, OR ADVERTISEMENT IN RELATION TO REMITTANCE TOKENS HAS BEEN LODGED WITH ANY MEMBER OF THE EUROPEAN UNION. THE EUROPEAN UNION PROSPECTUS DIRECTIVE (203/71/EC) (THE “PROSPECTUS DIRECTIVE”), AS IMPLEMENTED BY THE MEMBER STATES OF THE EUROPEAN UNION, CONTAINS VARIOUS EXEMPTIONS FROM THE PROSPECTUS REQUIREMENTS ARISING UNDER THE PROSPECTUS DIRECTIVE AND UNDER THE SECURITIES LAWS OF THE EUROPEAN UNION MEMBER STATES. TO THE EXTENT SUCH EXEMPTIONS APPLY TO THIS OFFERING, THE COMPANY RESERVES THE RIGHT TO OFFER

REMITTANCE TOKENS IN ACCORDANCE WITH SUCH EXEMPTIONS, NOT WITH STANDING REFERENCES HEREIN TO ANY OTHER PROVISION OF THE SECURITIES LAWS OF ANY EUROPEAN UNION MEMBER STATE.

EACH PERSON IN A RELEVANT MEMBER STATE WHO RECEIVES ANY COMMUNICATION IN RESPECT OF, OR WHO ACQUIRES ANY REMITTANCE TOKENS UNDER, THE OFFER CONTEMPLATED IN THIS OFFERING MEMORANDUM WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT: (I) THE INVESTOR IS A QUALIFIEDINVESTOR WITHIN THE MEANING OF THE LAW IN THAT RELEVANT MEMBER STATE IMPLEMENTING ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE, AND (II) IN THE CASE OF ANY REMITTANCE TOKENS ACQUIRED BY THE INVESTOR AS A FINANCIAL INTERMEDIARY,ASTHATTERMISUSEDINARTICLE3(2)OFTHEPROSPECTUSDIRECTIVE, (A) THE REMITTANCE TOKENS ACQUIRED BY THE INVESTOR IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF, NOR HAVE THEY BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE TO, PERSONS IN ANY RELEVANT MEMBER STATE OTHER THAN QUALIFIED INVESTORS, AS THAT TERM IS DEFINED INTHE PROSPECTUS DIRECTIVE, OR (B) WHERE REMITTANCE TOKENS HAVE BEEN ACQUIRED BY THE INVESTOR ON BEHALF OF PERSONS IN ANY RELEVANT MEMBER STATE OTHER THAN QUALIFIED INVESTORS, THE OFFER OF THOSE REMITTANCE TOKENS TO THE INVESTOR IS NOT TREATED UNDER THE PROSPECTUS DIRECTIVE AS HAVING BEEN MADE TO SUCHPERSONS.

NOTICE TO RESIDENTS OF GIBRALTAR

THIS OFFERING MEMORANDUM HAS NOT BEEN REGISTERED OR APPROVED FOR PUBLIC OFFERINGBYTHEGIBRALTARFINANCIALSERVICESCOMMISSION.REMITTANCE TOKENS ARE BEING OFFERED TO A LIMITED NUMBER OF INVESTORS WHO QUALIFY FOR THE OFFERING. THIS OFFERING MEMORANDUM MAY BE DISTRIBUTED TO GIBRALTAR RESIDENTS ONLY IN A MANNER THAT WILL NOT CONSTITUTE AN OFFER TO THE PUBLIC UNDERTHEAPPLICABLELAW.THISMEMORANDUMMAYNOTBEREPRODUCEDORUSED FOR ANY OTHER PURPOSE. ANY POTENTIAL INVESTOR WHO SUBSCRIBES TO REMITTANCE TOKENS IS SUBSCRIBING TO SUCH AN INTEREST FOR HIS OWN BENEFIT AND ACCOUNT AND NOT WITH THE AIM OR INTENTION OF DISTRIBUTING OR OFFERING SUCH AN INTEREST TO OTHERPARTIES.

NOTICE TO RESIDENTS OF GUERNSEY

REMITTANCE TOKENS ARE NOT OFFERED AND ARE NOT TO BE OFFERED TO THE PUBLIC IN THE BAILIWICK OF GUERNSEY. PERSONS RESIDENT IN GUERNSEY MAY ONLY APPLY FOR REMITTANCE TOKENS PURSUANT TO PRIVATE PLACEMENT ARRANGEMENTS. THIS OFFERING MEMORANDUM HAS NOT BEEN FILED WITH THE GUERNSEY FINANCIAL SERVICES COMMISSION PURSUANT TO ANY RELEVANT LEGISLATION AND NO AUTHORIZATIONS IN RESPECT OF THE PROTECTION OF INVESTORS (BAILIWICK OF GUERNSEY) LAW 1987 HAVE BEEN ISSUED BY THE GUERNSEY FINANCIAL SERVICES COMMISSION IN RESPECT OF IT.

NOTICE TO THE RESIDENTS OF HONG KONG

THIS OFFERING MEMORANDUM HAS NOT BEEN APPROVED BY OR REGISTERED WITH THE SECURITIES AND FUTURES COMMISSION OF HONG KONG, THE HONG KONG MONETARY AUTHORITY, OR THE REGISTRAR OF COMPANIES OF HONG KONG. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIREREMITTANCE TOKENS.NOPERSONMAYISSUE,ORHAVEINITSPOSSESSIONFOR THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO REMITTANCE TOKENS, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG)OTHER THAN WITH RESPECT TO REMITTANCE TOKENS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONGORONLYTOSUCHPERSONSASPERMITTEDUNDERTHESECURITIESANDFUTURES ORDINANCE OF HONG KONG AND ANY RULES MADE UNDER THAT ORDINANCE. NO PERSON TO WHOM A COPY OF THIS MEMORANDUM IS ISSUED MAY ISSUE, CIRCULATE, OR DISTRIBUTE THIS MEMORANDUM IN HONG KONG OR MAKE OR GIVE A COPYOF THIS MEMORANDUM TO ANY OTHER PERSON. THE INVESTOR IS ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF THE INVESTOR IS IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS MEMORANDUM, IT SHOULD OBTAIN INDEPENDENT PROFESSIONALADVICE.

NOTICE TO RESIDENTS OF INDIA

THIS DOCUMENT IS NOT AND SHOULD NOT BE CONSTRUED AS A PROSPECTUS OR A PUBLIC OFFERING IN INDIA AND HAS NOT BE REGISTERED WITH, OR APPROVED BY, THE SECURITIES AND EXCHANGE BOARD OF INDIA OR THE RESERVE BANK OF INDIA ORANY OTHER REGULATORY AUTHORIES IN INDIA.PROSPECTIVE INVESTORS MUST SEEK LEGAL ADVICE AS TO WHETHER THEY ARE ENTITLED TO SUBSCRIBE TO REMITTANCE TOKENS AND MUST COMPLY WITH ALL RELEVANT INDIAN LAWS IN THISRESPECT.

NOTICE TO RESIDENTS OF ISRAEL

THIS OFFERING MEMORANDUM HAS NOT BEEN APPROVED FOR PUBLIC OFFERING BY THE ISRAELI SECURITIES AUTHORITY. REMITTANCE TOKENSARE BEING OFFERED TO A LIMITED NUMBER OF INVESTORS WHO QUALIFY FOR THE OFFERING. THIS OFFERING MEMORANDUM MAY BE DISTRIBUTED TO IS RAEL IRESIDENTS ONLY IN A MANNER THAT WILL NOT CONSTITUTE AN "OFFER TO THE PUBLIC" IN ACCORDANCE WITH SECTIONS 15 AND 15A OF THE SECURITIES LAW 1968 AND REGULATIONS PURSUANT THERETO. THIS MEMORANDUM MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. ANY QUALIFIED INVESTOR AS DEFINED UNDER THE ISRAEL SECURITIES LAW WHO SUBSCRIBES TO REMITTANCE TOKENS IS SUBSCRIBING TO SUCH AN INTEREST FOR HIS OWN BENEFIT AND ACCOUNT AND NOT WITH THE AIM OR INTENTION OF DISTRIBUTING OR OFFERING SUCH AN INTEREST TO OTHERPARTIES.

NOTICE TO RESIDENTS OF JAPAN

NEITHER REMITTANCE TOKENS DESCRIBED IN THIS OFFERING MEMORANDUM NOR THE OFFERING THEREOF HAS BEEN DISCLOSED PURSUANT TO THE SECURITIES EXCHANGE LAW OF JAPAN (LAW NO.25 OF 1948 AS AMENDED). THE PURCHASER OF REMITTANCE TOKENS AGREES NOT TO RE-TRANSFER OR RE-ASSIGN SUCH INTEREST TO ANYONE OTHER THAN NON-RESIDENTS OF JAPAN EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN (EXCEPT FOR RE-TRANSFER OR RE-ASSIGNMENT
TO ONE PERSON BY ONE TRANSACTION OF ALL SUCH INTEREST PURCHASED BY SUCH PURCHASER). REMITTANCE TOKENS ARE BEING OFFERED TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL INVESTORS(TEKIKAKUKIKANTOSHIKA,AS DEFINED IN THE SECURITIES EXCHANGE LAW OF JAPAN) AND/OR A SMALL NUMBER
OF INVESTORS, IN ALL CASES UNDER CIRCUMSTANCES THAT WILL FALL WITHIN THE PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN. AS SUCH, REMITTANCE TOKENS HAVE NOT BEEN REGISTERED AND WILL NOT BE REGISTERED UNDER THE SECURITIES EXCHANGE LAW OF JAPAN. THIS OFFERING MEMORANDUM IS CONFIDENTIAL AND IS INTENDED SOLELY FOR THE USE OF ITS RECIPIENT. ANY DUPLICATION OR REDISTRIBUTION OF THIS OFFERING MEMORANDUM IS PROHIBITED. THE RECIPIENT OF THIS OFFERING MEMORANDUM, BY ACCEPTING DELIVERY THEREOF, AGREES TO RETURN IT AND ALL RELATED DOCUMENTS TO THE COMPANY IF THE RECIPIENT ELECTS NOT TO PURCHASE ANY OF REMITTANCE TOKENS OFFERED HEREBY ORIFEARLIERRE QUESTED BY THE COMPANY.THE REISARISK THAT THE CUSTOMER MAY LOSE THE PRINCIPAL AMOUNT HE OR SHE WILL INVEST AS A RESULT OFFLUCTUATIONS IN THE NET ASSET VALUE OF REMITTANCE TOKENS DUE TO CHANGES IN THE PRICES OF SECURITIES OR OTHER FINANCIAL PRODUCTS HELD BY THE COMPANY, CHANGES IN FOREIGN EXCHANGE RATES, AND OTHER FACTORS, IFANY.

NOTICE TO RESIDENTS OF JERSEY

THE CONSENT OF THE JERSEY FINANCIAL SERVICES COMMISSION HAS NOT BEEN SOUGHT NOR GRANTED TO THE CIRCULATION IN JERSEY OF AN OFFER OF REMITTANCE TOKENS PURSUANT TO ARTICLE 10 OF THE CONTROL OF BORROWING (JERSEY) ORDER 1958,ASAMENDED,AND,ACCORDINGLY,REMITTANCE TOKENSMAYNOTBEOFFEREDIN JERSEY.

NOTICE TO RESIDENTS OF KUWAIT

THIS OFFERING MEMORANDUM AND ANY OTHER OFFERING MATERIALS AND THE REMITTANCE TOKENS HAVE NOT BEEN APPROVED OR LICENSED BY THE MINISTRY OF COMMERCE AND INDUSTRY OF THE STATE OF KUWAIT OR ANY OTHER RELEVANT KUWAITI GOVERNMENTAL AGENCY. NOTHING HEREIN CONSTITUTES, NOR SHALL BE DEEMED TO CONSTITUTE, AN INVITATION OR AN OFFER TO SELL REMITTANCE TOKENS IN KUWAIT NOR IS IT INTENDED TO LEAD TO THE CONCLUSION OF ANY CONTRACT OF WHATSOEVER NATURE WITHIN KUWAIT.

THE OFFERING OF REMITTANCE TOKENSIN KUWAIT ON THE BASIS OF A PRIVATE PLACEMEN TO RPUBLIC OFFERING MAY BE RESTRICTED IN ACCORDANCE WITH DECREE LAWNO.31OF1990,ASAMENDED,ENTITLED “REGULATING SECURITIES OFFERINGS AND SALES” AND MINISTERIAL ORDER NO. 113 OF 1992, AS AMENDED AND ANY IMPLEMENTING REGULATIONS AND OTHER APPLICABLE LAWS AND REGULATIONS IN KUWAIT.

NOTICE TO RESIDENTS OF MEXICO

THE REMITTANCE TOKENS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICO DEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM AND HAS NOT BEEN REGISTERD WITH THE NATIONAL REGISTRY OF SECURITIES OF MEXICO AND NO AUTHORIZAITON HAS BEEN RECIVED FROM THE NATIONAL BANKING AND SECURITIES COMMISSION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS OFFERING IS MADE ONLY TO QUALIFIED INVESTORS AS DEFINED UNDER THE MEXICO SECURITIES MARKET LAW.

NOTICE TO RESIDENTS OF NEW ZEALAND

THE COMPANY WILL ONLY SEEK TO PLACE REMITTANCE TOKENS WITH PERSONS WHO AGREE TO REPRESENT THEY ARE INVESTORS: (I) WHOSE PRINCIPAL PURPOSE IS THE INVESTMENT OF MONEY OR WHO IN THE COURSE OF AND FOR THE PURPOSE OF THEIR BUSINESS HABITUALLY INVEST MONEY; OR (II) WHO WILL BE REQUIRED TO PAY A MINIMUM OF NZ $500,000 FOR THE REMITTANCE TOKENS, SUCH THAT A REGISTERED PROSPECTUS IS NOT REQUIRED FOR THE OFFER OF REMITTANCE TOKENS UNDER THE NEW ZEALAND SECURITIES ACT 1978.

NOTICE TO RESIDENTS OF NORWAY

THE REMITTANCE TOKENS MAY NOT BE OFFERED, SOLD OR DISTRIBUTED IN THE KINGDOM OF NORWAY, EXCEPT IN ACCORDANCE WITH THE NORWEGIAN SECURITIES TRADINGACTOF19JUNE,1997,ASAMENDED,AND ALL APPLICABLE REGULATIONS.THE REMITTANCE TOKENS MAY NOT BE OFFERED, SOLD OR DISTRIBUTED IN NORWAY EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFER OF REMITTANCE TOKENS IN NORWAY WITHIN THE MEANING OF NORWEGIAN SECURITIES LAWS AND REGULATIONS. NEITHER THE REMITTANCE TOKENS NOR THIS OFFERING MEMORANDUM HAS BEEN APPROVED AND REGISTERED BY THE NORWEGIAN STOCK EXCHANGE OR REGISTERED WITH THE NORWEGIAN REGISTER OF BUSINESS ENTERPRISES.

NOTICE TO RESIDENTS OF OMAN

THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE A PUBLIC OFFER OF REMITTANCE TOKENS IN THE SULTANATE OF OMAN, AS CONTEMPLATED BY THE COMMERCIAL COMPANIES LAW OF OMAN (ROYAL DECREE NO. 4/74) OR THE CAPITAL MARKET LAW OF OMAN(ROYALDECREENO.80/98)AND MINISTERIAL DECISION NO.1/2009ORANOFFERTO SELL OR THE SOLICITATION OF ANY OFFER TO BUY NON-OMANI SECURITIES IN THE SULTANATE OFOMAN.

IT IS BEING DRAFTED FOR A LIMITED NUMBER OF SOPHISTICATED INVESTORS SOLELY TO ENABLE THEM TO DECIDE WHETHER OR NOT TO MAKE AN OFFER TO ENTER INTO COMMITMENTS TO INVEST IN REMITTANCE TOKENS UPON THE TERMS AND SUBJECT TO THE RESTRICTIONS SET OUT HERE IN AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSEOR PROVIDED TO ANY PERSON OTHER THAN THE ORIGINAL RECIPIENT.

ADDITIONALLY, THIS OFFERING MEMORANDUM IS NOT INTENDED TO LEAD TO THE MAKING OF ANY CONTRACT WITHIN THE TERRITORY OF THE SULTANATE OF OMAN.

THE CAPITAL MARKET AUTHORITY AND THE CENTRAL BANK OF OMAN TAKE NO RESPONSIBILITY FOR THE ACCURACY OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM OR FOR THE PERFORMANCE OF THE COMPANY NOR SHALL THEY HAVE ANY LIABILITY TO ANY PERSON FOR DAMAGE OR LOSS RESULTING FROM RELIANCE ON ANY STATEMENT OR INFORMATION CONTAINED HEREIN.

NOTICE TO RESIDENTS OF QATAR

THIS DOCUMENT (OR ANY PART THEREOF) SHALL IN NO WAY BE CONSTRUED AS A GENERAL OFFER, MADE TO THE PUBLIC, OR AN ATTEMPT TO DO BUSINESS, AS A BANK, INVESTMENT FUND OR OTHERWISE IN THE STATE OF QATAR.

THIS DOCUMENT, INCLUDING MATERIALS AND REMITTANCE TOKENS CONTAINED HEREIN, HAS NOT BEEN APPROVED OR LICENSED BY THE QATARI CENTRAL BANK OR ANY OTHER RELEVANT LICENSING AUTHORITIES IN THE STATE OF QATAR, AND DOES NOT CONSTITUTE A PUBLIC OFFER OF REMITTANCE TOKENS IN THE STATE OF QATAR UNDER QATARI LAW. ANY DISTRIBUTION OF THIS OFFERING MEMORANDUM BY THE INTENDED RECIPIENT TO THIRD PARTIES IN THE STATE OF QATAR IN CONTRAVENTION OFTHETERMSHEREOFSHALLBEATTHESOLERISKANDLIABILITYOFSUCHRECIPIENT.

NOTICE TO RESIDENTS OF RUSSIA

THIS OFFERING MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PUBLIC OFFERING
OF REMITTANCE TOKENS IN RUSSIA. THE COMPANY DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE A PUBLIC OFFER OF REMITTANCE TOKENS IN THE SULTANATE OF OMAN, AS CONTEMPLATED BY THE COMMERCIAL COMPANIES LAW OF OMAN (ROYAL DECREE NO. 4/74) OR THE CAPITAL MARKET LAW OF OMAN(ROYALDECREENO.80/98)ANDMINISTERIALDECISIONNO.1/2009ORANOFFERTO SELL OR THE SOLICITATION OF ANY OFFER TO BUY NON-OMANI SECURITIES IN THE SULTANATE OFOMAN.

NOTICE TO RESIDENTS OF SAUDI ARABIA

THIS OFFERING MEMORANDUM MAY NOT BE DISTRIBUTED IN THE KINGDOM OF SAUDI ARABIA EXCEPT TO SUCH PERSONS AS ARE PERMITTED UNDER THE OFFER OF SECURITIES REGULATIONS ISSUED BY THE CAPITAL MARKET AUTHORITY.

THE CAPITAL MARKET AUTHORITY IN SAUDI ARABIA DOES NOT MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THIS OFFERINGMEMORANDUM, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS OFFERING MEMORANDUM. PROSPECTIVE PURCHASERS OF REMITTANCE TOKENS BEING OFFERED HEREBY SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE ACCURACY OF THE INFORMATION RELATING TO THE COMPANY.IF YOU DO NOT UNDERST AND THE CONTENTS OF THIS OFFERING MEMORANDUM YOU SHOULD CONSULT AUTHORISED FINANCIAL AND LEGAL ADVISERS.

NOTICE TO RESIDENTS OF SINGAPORE

THIS OFFERING MEMORANDUM IS NOT A PROSPECTUS AS DEFINED IN THE SFA, AND ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENT OF THIS OFFERING MEMORANDUM WILL NOT APPLY.

THE OFFER OF REMITTANCE TOKENS IN SINGAPORE IS BEING MADE IN RELIANCE ON THE EXEMPTION UNDER SECTION 302B(1) OF THE SFA. IT IS NOT MADE IN, OR ACCOMPANIED BY, A PROSPECTUS THAT IS REGISTERED WITH THE MONETARY AUTHORITY OF SINGAPORE, AND NEITHER THE COMPANYNOR THE REMITTANCE TOKENS HOLDERS ARE AUTHORIZED OR RECOGNIZED BY THE MONETARY AUTHORITY OF SINGAPORE AS A COLLECTIVE INVESTMENT SCHEME. THE REMITTANCE TOKENS OFFERED HEREIN SHALL NOT BE SUBSEQUENTLY SOLD TO ANY PERSON PURSUANT TO ANOTHER OFFER IN SINGAPORE UNLESS THE PROVISIONS OF THE SFA ARE COMPLIEDWITH.

BY ACCEPTING THIS OFFERING MEMORANDUM, YOU REPRESENT AND WARRANT THAT YOU ARE ENTITLED TO RECEIVEITIN ACCORDANCE WITH THE RESTRICTIONS SET FORTH ABOVE AND AGREE TO BE BOUND BY THE LIMITATIONS CONTAINED HEREIN. YOU MAY NOT REPRODUCE, DISCLOSE, DISTRIBUTE, FORWARD, OR CIRCULATE THIS OFFERING MEMORANDUM (IN WHOLE OR IN PART) TO ANY OTHER PERSON IN SINGAPORE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS OR LIMITATIONS MAY CONSTITUTE A VIOLATION OFLAW.

NOTICE TO RESIDENTS OF SOUTH AFRICA

REMITTANCE TOKENS OFFERED HEREIN ARE FOR YOUR ACCEPTANCE ONLY AND MAY NOT BE OFFERED OR BECOME AVAILABLE TO PERSONS OTHER THAN YOURSELF AND MAY NOT BE PUBLICLY OFFERED, SOLD, OR ADVERTISED IN SOUTH AFRICA, AND THIS OFFERING MEMORANDUM MAY ONLY BE CIRCULATED TO SELECTED INDIVIDUALS.

NOTICE TO RESIDENTS OF SOUTH KOREA

REMITTANCE TOKENS WILL NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY INSOUTHKOREA.THIS OFFERING MEMORANDUM IS NOT,AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PUBLIC OR PRIVATE OFFERING
OF REMITTANCE TOKENS IN SOUTH KOREA. THE COMPANY DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS OFFERING MEMORANDUM TO ACQUIRE REMITTANCE TOKENS UNDER THE LAWS OF SOUTH KOREA, INCLUDING, WITHOUT LIMITATION, INDIRECT INVESTMENT ASSET MANAGEMENT BUSINESS LAW, THE SECURITIES AND EXCHANGE ACT AND THEFOREIGN EXCHANGE TRANSACTION ACT AND REGULATIONS THEREUNDER. REMITTANCE TOKENS HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES AND EXCHANGE ACT, SECURITIES INVESTMENT TRUST BUSINESS ACT,OR THE SECURITIES INVESTMENT FUND ACT OF SOUTH KOREA AND NONE OF REMITTANCE TOKENS MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN SOUTH KOREA OR TO ANY RESIDENT OF SOUTH KOREA, EXCEPT PURSUANT TO THE APPLICABLE LAWS AND REGULATIONS OF SOUTHKOREA.

NOTICE TO RESIDENTS OF SWITZERLAND

THIS OFFERING MEMORANDUM, AS WELL AS ANY OTHER MATERIAL RELATING TO THE REMITTANCE TOKENS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS OFFERING MEMORANDUM,DOES NOT CONSTITUTE AN ISSUANCE OF A PROSPECTUS PURSUANT TO ARTICLES 652A OF THE SWISS CODE OF OBLIGATIONS. NEITHER THIS DOCUMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE OFFERING, THE COMPANY, OR THE REMITTANCE TOKENS HAVE BEEN OR WILL BE FILED WITH OR APPROVED BY ANY SWISS REGULATORY AUTHORITY. THIS OFFERING MEMORANDUM WILL NOT BE FILED WITH, AND THE OFFER OF REMITTANCE TOKENS WILL NOT BE SUPERVISED BY, THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY. THE REMITTANCE TOKENS WILL NOT BE LISTED ON ANY SWISS EXCHANGE AND, THEREFORE, THE DOCUMENTS RELATING TO THE REMITTANCE TOKENS, INCLUDING, BUT NOT LIMITED TO, THIS OFFERING MEMORANDUM, DO NOT CLAIM TO COMPLY WITH THE DISCLOSURE STANDARDS OF THE ISSUANCE RULES OF THE SWISS CODE OF OBLIGATIONS AND LISTING RULES OF THE ANY SWISS EXCHANGE. THE REMITTANCE TOKENS ARE BEING OFFERED IN SWITZERLAND BY WAY OF A PRIVATE PLACEMENT, I.E., TO A SMALL NUMBER OF SELECTED INVESTORS ONLY, WITHOUT ANY PUBLIC OFFER AND ONLY TO INVESTORS WHO DO NOT PURCHASE THE TOKENS WITH THE INTENTION TO DISTRIBUTE THEM TO THEPUBLIC.

NOTICE TO RESIDENTS OF TAIWAN

THE OFFER OF REMITTANCE TOKENS HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN PURSUANTTO RELEVANT SECURITIES LAWS AND REGULATIONS OF TAIWAN AND WILL NOT BE OFFERED ORSOLD WITHIN TAIWAN THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH CONSTITUTE A PUBLIC OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE LAW OF TAIWAN THAT REQUIRES A REGISTRATION OR APPROVAL OF THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN. NO PERSON OR ENTITY IN TAIWAN HAS BEEN AUTHORIZED TO OFFER OR SELL REMITTANCE TOKENS INTAIWAN.

THE OFFER OF REMITTANCE TOKENS HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN PURSUANTTO RELEVANT SECURITIES LAWS AND REGULATIONS OF TAIWAN AND WILL NOT BE OFFERED ORSOLD WITHIN TAIWAN THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH CONSTITUTE A PUBLIC OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE LAW OF TAIWAN THAT REQUIRES A REGISTRATION OR APPROVAL OF THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN. NO PERSON OR ENTITY IN TAIWAN HAS BEEN AUTHORIZED TO OFFER OR SELL REMITTANCE TOKENS INTAIWAN.

NOTICE TO RESIDENTS OF THE UNITED ARAB EMIRATES

THIS OFFERING MEMORANDUM DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE AN INVITATION OR A PUBLIC OFFER OF REMITTANCE TOKENS IN THE UNITED ARAB EMIRATES (INCLUDING THE DUBAI INTERNATIONAL FINANCIAL CENTRE) AND, ACCORDINGLY, SHOULD NOT BE CONSTRUED AS SUCH.

THIS OFFERING MEMORANDUM AND REMITTANCE TOKENS HAVE NOT BEEN APPROVED ORLICENSEDBYORREGISTEREDUNDERFEDERALLAWNO.4OF2000CONCERNINGTHE EMIRATES SECURITIES AND COMMODITIES AUTHORITY AND THE EMIRATES SECURITY AND COMMODITY EXCHANGE, OR WITH THE UNITED ARAB EMIRATES CENTRAL BANK, THE DUBAI FINANCIAL SERVICES AUTHORITY OR ANY OTHER RELEVANT LICENSING AUTHORITIES OR GOVERNMENTAL AGENCIES IN THE UNITED ARABEMIRATES.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSEANINDIVIDUALTOASIGNIFICANTRISKOFLOSINGALLOFTHEPROPERTYOROTHER ASSETSINVESTED.

THIS OFFERING MEMORANDUM MAY NOT BE USED FOR, OR IN CONNECTION WITH, AND DOES NOT CONSTITUTE, ANY OFFER TO, OR SOLICITATION BY, ANYONE IN ANY JURISDICTION,ORUNDERANYCIRCUMSTANCEINWHICHSUCHOFFERORSOLICITATION IS NOT AUTHORIZED OR IS UNLAWFUL. IN PARTICULAR, THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER OF NOTES TO THE PUBLIC IN THE UNITED KINGDOM. NO OFFERING MEMORANDUM HAS BEEN APPROVED OR WILL BE APPROVED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY IN THE UNITED KINGDOM. THIS OFFERING MEMORANDUM IS DIRECTED ONLY AT QUALIFIED INVESTORS: (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLINGWITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN THE UNITED KINGDOM, BY PERSONSWHO

ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (I) IN THE UNITED KINGDOM TO RELEVANT PERSONS, QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS DOCUMENT AND ITS CONTENTS SHOULD NOT BE DISTRIBUTED, PUBLISHED OR REPRODUCED (IN WHOLE OR IN PART) OR DISCLOSED BY RECIPIENTS TO ANY OTHER PERSON

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