reviewed3 xbullion whitepaper1 · blockchain technology benefits 08 // benefits of blockchain 09 //...

xbullion Whitepaper

xbullion:A digital registry of physical gold bullion.

xbullion has married secure gold storage with liquidity. Through the application of blockchain and working with their world renowned suppliers, xbullion is able to provide partners and users direct wholesale pricing for .9999 gold bullion, secure storage without a management fee and the ability to transfer ownership 24/7/365 near instantly.

The xbullion token is built on the ERC-20 technical standard and offers the security of ownership with blockchain. However, in what is known as the “oracle problem”, the benefits of blockchain ownership as a storage and transfer of wealth cannot be fully realised if the underlying gold bullion is not secure and verified to an institutional standard.

The solution to securing and verifying the underlying assets has been found with xbullion. Achieved through combining the leading physical audit and process methods with the tamper-proof digital ledger technology, blockchain. xbullion token holders benefit from the appointment of a globally reputable auditor operating a structured process that ensures security at every level.

Direct agreements with some of the world’s largest suppliers and an innovative fee model allows xbullion to pass on wholesale pricing to its end users. All provided with best in class gold vaulting, insurance, capacity to assign physical gold bullion serial numbers and the right to redeem the underlying physical gold bullion*.

2xbullion Whitepaper* Subject to minimum size redemption requirements.

Contents04 // Introduction

05 // Brief History of Gold Gold and the Monetary System

06 // Gold Market

07 // xbullion – The Product

Pricing BenefitsBlockchain Technology Benefits

08 // Benefits of Blockchain

09 // Fees

09 // xbullion Specificationsxbullion Tech Stack

12 // Our Team

17 // Disclaimers

xbullion Whitepaper

Introduction

Gold market participants currently face a trade off between security and liquidity. The first choice is to own physical gold or an allocated physical gold product which is cumbersome to store, trade, divide or leverage. The second is through unallocated, ETFs, futures or wholesale trading, which sacrifice direct ownership of the underlying physical gold.

xbullion was built to solve this problem by bringing liquidity to a best in class physical storage solution. By digitizing the asset registry xbullion is divisible, transparent, market agnostic, globally accessible, highly liquid with the ability to transact 24/7 near instantaneously.

xbullion’s gold is supplied by some of the most reputable refiners and wholesalers in the world, vaulted in globally recognised best in class solutions. The product’s innovative fee structure allows xbullion to pass onto the end users wholesale pricing without sacrificing security.

xbullion is a generational leap for the gold industry. Each xbullion token (GOLD) represents 1 gram of .9999 investment grade bullion and is redeemable in 1000 token increments for the underlying 1kg physical bar.

The tokens are managed on the decentralised and secure Ethereum network adhering to the ERC20 standard.

● Pegged 1:1 to the price of a gram of gold bullion.

● Redeemable for the underlying gold bullion.*

● Built on the Ethereum network adhering to the ERC-20 token standard for ease of integration.

● Able to be instantly transferred peer-to-peer.

The xbullion token is a cryptographic token that will be:

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* Subject to minimum size redemption requirements.

xbullion Whitepaper

Brief History of Gold Gold and the Monetary SystemFirst becoming money in 550BCE Lydia under the era of King Croesus the Lydians invented the coinage of gold and silver coins.1 Since this period, as man has debased countless currencies, the value of gold and silver has endured.

When considering the periodic table there are only two elements with the properties that are ideal to serve as money in the context of man’s history. These are gold and silver. They are physically solids, safe to handle, have low melting points are corrosion resistant and scarce. Allowing these elements to serve the functions of money; store of wealth, unit of account and medium of exchange.

The End of the Gold Standard The gold standard dominated the world from the 19th century to the early 20th century. Widely considered to be a stable and self correcting system, it encompassed one of the most prosperous times in human history.

“We had no central bank from 1836 to 1913. That was one of the greatest periods of prosperity in world history...” - James Rickards2

The first two World Wars resulted in changes to the monetary system, culminating in the Bretton Woods Agreement of 1944. Where the price of an ounce of gold was pegged to the US dollar at $35, all other currencies were transitively gold backed through their exchange rate with the dollar. The result was the US dollar world reserve currency.3

The last remaining ties to the gold standard were severed in what is now known as the Nixon Shock of 1971. A catalyst to this event was the French repatriation efforts of their gold holdings. In the now infamous speech of Charles De Gaulle, regarding national gold repatriation from the United States, it was stated…

“We deem it necessary that international trades be established, as has been the case, before the world’s great tragedies, on an indisputable monetary base, said base not bearing the mark of any one

country in particular. Which base? In truth, we do not see that there could be, in reality, any other standard criteria, than gold.”4

Since the Nixon Shock the value of the U.S. Dollar has decreased by more than 97% as the price of gold has increased from the peg of $35/oz to more than $1700/oz.

As the purchasing power of fiat currencies are continually eroded, gold remains a store of value and the cornerstone of diversified investment portfolios globally.

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1. Herodotus. (440 BCE). The Histories . Greece: Various.2. Real Vision. (2018). Gold: The Story of Man's 6000 Year Obsession3. Jones, G. (2005, August 22). Working Knowledge. Retrieved May 20204. Gaulle, C. D. (1965). La Crise du Dollar Fevrier 1965. Retrieved May 2020

xbullion Whitepaper

Gold Market Problems The current gold market is opaque and outdated. Forcing participants into a trade off between owning the underlying asset and liquidity. xbullion solves this trade off between the security of physical gold and the liquidity of paper markets. The gold industry is now ripe for disruption.

Supply

The costs associated with supply chains such as logistics and fabrication play a large role in the pricing for the end consumers. Only with the massive scale associated with OTC and paper markets can wholesale pricing be realised and with strict limitations on the delivery of the underlying gold, usually at prohibitive levels to non-institutional clients.

Paper Gold

A majority of the world’s gold is traded through paper derivatives, with limited backing of physical gold. “The latest disclosure from the CME is that the ratio of paper gold vs. the amount of deliverable ounces has spiked to over 200:1”.1 Futures contracts are not immune from defaults as evidenced by the Maine futures potato contract which defaulted on the NYMEX in 1979. This disparity between physical gold and paper traded volumes has led to the following commentary, of Lynette Zang of ITM Trading, who states:

“You will see the physical gold & silver markets de-couple from the paper markets”2

Along with James Rickards who suggests that when you need your gold, you may not be able to get it, stating;

“Someday, probably sooner than later, somebody is going to show up and say, ‘I want my gold, please’ and the custodian won’t be able to give it to them.”3

The Solution – xbullion

xbullion’s unique approach brings to market dramatic increases in efficiencies in transparency, supply chain logistics and gold ownership. The xbullion product through its direct agreements with some of the world’s most reputable gold refiners and wholesale providers, coupled with its innovative fee model enables its end users to access to wholesale pricing without an ongoing management fee.

What makes xbullion truly special is that it offers this whilst maintaining a 100% physically backed gold product, employing best in class security, auditing and redemption solutions. No longer do you need to trade security and peace of mind for liquidity and tight spreads.

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1. Kranzler, D. (2015, September 9). Investment Research Dynamics. Retrieved June 20202. Zang, L. (2018, December 20). Gold, Silver & Finance News. Retrieved May 20203. Rickards, J. (2019, April 15). Money is Gold, and Nothing Else. Retrieved May 2020

xbullion Whitepaper

xbullion’s has pooled years of experience working in the precious metals industry to achieve a best in class physical storage solution. It has then applied the benefits of blockchain asset management to achieve significant benefits to its token holders.

The xbullion token (GOLD) is a digital asset representing 1 gram of investment grade gold bullion. Backed by 1kg .9999 gold bars sourced from some of the world’s most reputable suppliers.

The tokens are built on the decentralised Ethereum network adhering the to ERC20 standard. Allowing for it to be traded 24/7/365, globally, without friction near instantaneously.

xbullion has developed a partnership with world renowned auditors BDO to conduct a comprehensive audit of the procedures, financials, and underlying assets. Specialists Zokyo have conducted an audit of the smart contract to provide additional peace of mind on xbullion’s underlying technology.

xbullion is orders of magnitude better than any gold product on offer in the traditional gold market.

xbullion – The Product

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xbullion Whitepaper

Benefits of BlockchainThe benefits of asset management through blockchain opens up a new world of possibility to the legacy gold industry.

The following table show the key benefits of managing xbullion’s gold on the Ethereum blockchain.

Key Features xbullion Token Gold ETFs Physical Gold Storage

Globally Accessible Yes No No

Instant Transfers Yes No No

Peer-to-Peer Yes No No

Decentralised Yes No Yes

Programable Yes No No

Fractional Yes Yes No

Management or Storage Fees

No Yes Yes


xbullion Whitepaper

Fees

Fee TypexbullionToken

DigixToken iShares GLD CME

Transfer Fees 0.19% 0.13% n/a n/a n/a

Management Fee 0.00% 0.60% 0.25% 0.40% 0.12%

xbullion’s innovative fee model enables the end users to experience a secure pool allocated gold solution, with access to wholesale pricing and no ongoing management fees. A key point of differentiation when compared to other gold backed tokens and a key competitive advantage in the traditional gold market.

This approach makes integration into existing exchanges a relatively simple exercise due to xbullion’s conformity with typical ERC-20 standards. Something that alternative products with management fees have struggled with in the past.

As such, xbullion is simply a better gold product for the traditional gold industry. With the added feature of being able to send gold, instantly, around the globe, 24/7; all at a cost orders of magnitudes cheaper than a Visa or Mastercard transaction. A feature that is simply not available (n/a) for ETFs or futures contracts.


xbullion Whitepaper

Supplier xbullion Token GLD Physical Gold Digix Token

Price of purchase $51,349.21 $53,654.9 $51,638.86 $53,949.21

Management Fee (annual) 0 0.40% $378 0 (0.60% currently

waived)

Transfer Fee 0.19% n/a n/a 0.13%

Issuance Fee 0.20%* n/a 0.10% 0

Buy back price $51,303.71 $53,654.90 $50,698.59 $53,299.21

Total Cost 1 Year $245.77 $214.62 $1,237.61 $720.14

Total Cost 3 Year $245.77 $643.86 $1,832.29 $720.14

Time to Settle Instant n/a T to T + 5 days Instant

Redeemable for Physical Yes No Yes, can be

cumbersome Yes

Redemption Fee 0 n/a 0 1%

Minimum Purchase 1g 1 Share Variable 0.11g

Competitor Pricing

xbullion’s gold supply agreements, with some of the world’s most reputable refiners and wholesalers, coupled with its innovative fee structure allows it to pass on wholesale pricing to its end users, without charging an ongoing management fee.

The analysis below compares the cost of buying and selling 1kg of gold bullion over a 1 and 3 year period. xbullion is the most competitive way to buy and own gold bullion, noting at the time the data was collected GLD is charging a 4% premium on the equivalent amount of gold.


*Primary minting portal partner currently charges a 0.2% trading fee for orders <USD 200,000. (>200,0000 will be directed to OTC desks, currently operating without a fee) Source: blockchain.com. (2020, April 29). Going for Gold? Retrieved June 2020Data from MAR2020.

xbullion Whitepaper

xbullion Technology StackThe xbullion platform incorporates a number of innovative technologies to achieve the unique benefits the token offers. The xbullion token is issued, managed, and secured using blockchain technology, specifically the Ethereum blockchain. The supporting technical elements required for the xbullion platform to function as intended are described below.

The xbullion tokenxbullion’s gold-backed token is issued on the Ethereum blockchain and complies with the ERC-20 token standard for increased interoperability with all wallets, exchanges and other applications.

The xbullion token will represent 1g of gold bullion stored in insured vaults and can be redeemed for the underlying gold bullion, which will assist keeping the price pegged to the underlying price of gold. At the time of this Whitepaper release, the minimum amount redeemable is 1kg of gold.

xbullion tokens are fully transferable to any Ethereum wallet, and the holder maintains ultimate custody and responsibility to ensure the token is stored in a secure wallet. xbullion tokens can also be kept on an exchange offering the tokens.

xbullion Specifications

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xbullion Whitepaper

Our Team

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David Lightfoot| CEODavid is blockchain expert co-founding two digital asset firms specialising in brokerage and custody. David has also spent years in the blockchain field working as a consultant, with many uHNW accounts and start-ups. David has worked with key individuals in blockchain development and was the first person to deliver lectures on digital assets at the University of Queensland and for Shanghai Jiao Tong University. David holds a Bachelor of Economics from the University of Queensland.

Ashleigh Andruska| COOAshleigh is the Head of Operations for the xbullion group. Previously she was the Operations Manager at Decentralised Capital, a specialist blockchain firm focused on developing institutional grade digital assets and services. Ashleigh has over ten years experience in operations and commercial management. Prior to Decentralised Capital, Ashleigh worked for the Australian Federal Police. She has a Bachelor's Degree in International Relations and Public Relations.

Mike Segal | CTO and DirectorMike is an expert in cryptography and machine learning and has worked on a diverse set of problems including weather prediction, consensus protocols, and mesh networking at several companies based in Boston and San Francisco. Mike became interested in distributed consensus systems in 2010 and was a member of the world’s first weekly Bitcoin discussion group which still continues to meet in New Hampshire. Mike studied mathematics and physics at the University of Florida.

Jonathon Carley | CFOJonathon is a finance and governance professional with over 10 years combined experience across commercial, audit and business advisory roles with a focus on growing private groups and listed public companies. Prior to joining DigitalX, Jonathon worked with a large Australian ICT & Cloud Services provider and the 5th largest international accounting firm. At DigitalX, Jonathon is responsible for all financial matters. Jonathon is a member of the Chartered Accountants Australia and New Zealand (CAANZ) and a fellow of the Governance Institute of Australia.

xbullion Whitepaper

Our Team

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Kinsey Cotton | Director Kinsey is a Director and Co-founder of Tibra Capital. Tibra employs over 100 staff across offices in Hong Kong, Dubai, London and Australia. The company trades a range of equity, fixed income, foreign exchange and derivative instruments across various global exchanges and made a record $139m profit in 2018. Kinsey also holds directorship roles with NSW based firm Schofield King Lawyers and venture outfit YMF Investments where he is a founding partner. Kinsey is a graduate member of the Australian Institute of Company Directors.

Calvin Ng | DirectorCalvin is a Director and Co-founder of Aura Group, a group of global financial services businesses with offices in Sydney, Melbourne, Brisbane, Singapore and Bangkok. Prior to establishing Aura Group, Calvin was part of the direct investment team at Babcock & Brown focusing on high yield debt, listed equities and private equity investments. He holds a Bachelor of Commerce and Bachelor of Laws from the University of New South Wales. Calvin has also completed the Graduate Diploma of Legal Practice and has been admitted to practice as a Lawyer in the Supreme Court of New South Wales.

Leigh Travers | Director Leigh is Managing Director of ASX-listed blockchain technology and asset management firm DigitalX Ltd and serves as Vice Chairman of Australia's Blockchain industry body. Leigh co-founded a blockchain media and education company and Blockchain Centre Perth, a coworking space that serves as a home for local tech and investment professionals. Leigh previously worked for seven years at an ASX-listed wealth management firm. Leigh holds a Bachelor of Commerce and Communications from the University of Western Australia and a Fintech Certification from MIT.

Hercules Tsoutsas | AdvisorHercules is the Managing Director of Jaggards, one of the oldest precious metals and rare coin merchants in Australia and a founding partner of the xbullion group. With over seven years of bullion industry experience, Hercules is a highly seasoned product management and marketing leader with experience designing strategy and overseeing growth opportunities. Commercially minded with relevant experience in consumer electronics and financial services, his focus is now on developing innovative products to transform and democratise bullion ownership.

xbullion Whitepaper

Our Team

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Paul Thomas | Advisor Prior to establishing Vantage Point Asset Management, Paul was a Director for prime services distribution at multinational investment bank Barclays, responsible for senior relationship management across hedge fund and institutional clients in Asia. While at Merrill Lynch in Hong Kong and Sydney, Paul was a senior member of the prime services distribution team involved in cross asset product coverage. Paul has also had significant roles at UBS in Sydney, where he was responsible for platform development and account management, institutional operations and other prime services functions.

Michael Bacina | Advisor Michael is a Partner in Piper Alderman’s national Dispute Resolution team based in Sydney with over 10 years’ experience in litigation. Michael regularly appears before the Supreme and Federal Court in large dispute matters involving complex evidence and has successfully prosecuted numerous urgent injunctions in matters involving shareholder oppression. Furthermore, he provides advice and negotiation of shareholder agreements and complex contracts for commercial and information technology clients. Michael also provides an outsourced counsel service for businesses looking for the benefits of an in-house counsel while maintaining known legal spend.

David Tice | Advisor David is a renowned market commentator, investor and advisor in the finance industry. He is well known for founding and managing the Prudent Bear Fund, which gave individual investors the chance to protect themselves against a declining stock market. David sold the fund to NYSE listed company Federated Investors after having attained AUM of US$1.6bn. David is a Chartered Financial Analyst and holds a BBA in Accounting and an MBA in Finance from Texas Christian University. He often provides market commentary on CNBC and Bloomberg.

Marcus Lim | Advisor Marcus is the Co-founder and CEO of Zipmex. He oversees the entire global expansion and development of the exchange ecosystem. He was previously the founder and CEO of Oneflare.com.au, Australia’s fastest growing marketplace for local services, which was partially acquired by Fairfax Media to form part of its property arm, Domain Group. He was also the winner of the Anthill Entrepreneur Award and Deloitte APAC Fast 500.

xbullion Whitepaper

Our Team

Martin Cayzer | Advisor Martin is the Co-founder and Director of Titan Ag, a company servicing rural Australia in manufacturing and supply of agricultural chemicals with sophisticated supply chain and logistical capabilities. Prior to founding Titan Ag, Martin worked for 17 years in the software industry. With a technical background in database design, software programming and network communications before moving into sales and marketing in 1995. Martin has 25 years' experience in the start-up space and as a sales and marketing executive.

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Vicknesh Pillay | Advisor Vicknesh is a Director and Co-founder of Decentralised Capital. He was a founding partner in TNB Ventures in Singapore, a leading Venture Capital fund focused on high growth early stage investments, and has raised and managed equity for projects worth over €300m. Most recently Vicknesh was named one of AsiaOne’s top 40 under 40 influential Asians for 2018.

xbullion Whitepaper

All information contained in this document is intended for information, illustration or discussion purposes only and should not be relied on for any investment decisions or regarded as a substitute for the exercise of your own judgement. The contents of this document are prepared without consideration to the specific investment objective, financial situation and particular needs of any specific person. It does not constitute an advertisement and should not constitute or form part of any offer or solicitation to issue, sell, subscribe or purchase any investment in any jurisdiction and does not purport to represent or warrant the outcome of any investment strategy, program, or product.

Any information and views provided herein are subject tochange without further notice. None of the material, nor itscontent, nor any copy of it may be altered in any way,transmitted to, copied or distributed to any other party, withoutprior express written permission. The information containedherein is obtained and / or compiled from sources believed tobe reliable and xbullion Holdings (”xbullion” or “The Company”or “Company”) does not warrant, guarantee or represent, eitherexpressly or impliedly, the accuracy, validity or completeness ofsuch information. xbullion or any directors or employees shallnot be liable for any damages arising from any person’sreliance on this information and shall not be liable for anyerrors or omissions (including, but not limited to, errors oromissions made by third party sources) in this information.Unless otherwise indicated, the source for all data is xbullion.

Past performance of any fund, a security, an investment ormanager and any opinions, forecasts, assumptions, estimatesand valuations made are not necessarily indicative of the futureor likely performance of the fund, the security, investment ormanager. An investment in funds and/or other investmentproducts is subject to investment risks, including the possibleloss of the principal amount invested. Nothing in this documentis intended to or should be construed as advice. This documentis not a recommendation to sell or purchase any investment. Itdoes not form part of any contract for the sale or purchase ofany investment. This document is intended as a summary only.

Disclaimers

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xbullion Whitepaper

ADDITIONAL RISK FACTORS AND DISCLOSURES9

IMPORTANT NOTICE: PROSPECTIVE PURCHASERS SHOULDCAREFULLY CONSIDER THE RISKS INVOLVED IN DETERMININGWHETHER PURCHASING THE TOKENS IS SUITABLE FOR THEM,CERTAIN OF WHICH ARE SUMMARISED BELOW. THE COMPANYRESERVES THE RIGHT TO UPDATE THIS LIST OF RISK FACTORSAND DISCLOSURES FROM TIME TO TIME.

DISCLOSURES REGARDING TOKENS

Nature of Tokens

A high degree of technical expertise is needed to understand theTokens, the xbullion Platform and the Token Launch. A prospectivePurchaser should not proceed with a purchase of the Tokens unlessthey fully understand the technical aspects involved.

Force Majeure

The Token Launch and the performance of the Company’s activitiesset out in this Whitepaper and the development roadmap may beinterrupted, suspended or delayed due to force majeurecircumstances. For the purposes of this Whitepaper, “forcemajeure” shall mean extraordinary events and circumstanceswhich could not be prevented by the Company and shall include:changes in market forces or the technology, acts of nature, wars,armed conflicts, mass civil disorders, industrial actions, epidemics,lockouts, slowdowns, prolonged shortage or other failures ofenergy supplies or communication service, acts of municipal, stateor federal governmental agencies, other circumstances beyond theCompany’s control, which were not in existence at the time ofToken Launch.

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9 Note: Risk factors to be reviewed in their entirety with any specific risks of the xbullion Platform or Tokens being included.

xbullion Whitepaper 18

Tokens are provided on an ‘as is’ basis

The Tokens are provided on an “as is” basis. The Associated Partiesand each of their respective directors, officers, employees,shareholders, affiliates and licensors make no representations orwarranties of any kind, whether express, implied, statutory orotherwise regarding the Tokens, including any warranty that theTokens and the xbullion Platform will be uninterrupted, error-freeor free of harmful components, secure or not otherwise lost ordamaged. Except to the extent prohibited by applicable law, theAssociated Parties and each of their respective directors, officers,employees, shareholders, affiliates and licensors disclaim allwarranties, including any implied warranties of merchantability,satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out ofany course of dealings, usage or trade.

Insurance

Unlike bank accounts or accounts at financial institutions, Tokensare uninsured unless you specifically obtain private insurance toinsure them. Thus, in the event of loss or loss of utility value, thereis no public insurer or private insurance arranged by the Companyto offer recourse to a Purchaser.

Lack of development of market of Tokens

There are no warranties that Tokens will be listed or made availablefor exchange for other cryptocurrency and/or fiat money. It shall beexplicitly cautioned that if Tokens are made available on anexchange, such exchange, if any, may not be subject to regulatoryoversight, and the Company does not give any warranties inrelation to any exchange services providers. Because there hasbeen no prior public trading market for Tokens, the Token Launchmay not result in an active or liquid market for Tokens, and theprice of Tokens may be volatile. Token holders may not be able todispose of Tokens easily and where no secondary market develops,a Token holder may not be able to liquidate at all. Proposedtransfers of the Tokens may be blocked by the Company incircumstances where the proposed transferee has not alreadycompleted the Company’s KYC and AML procedures (including,without limitation, verification of identity and source of funds) to itssatisfaction. Purchasers should be aware of the restrictions on theirsubsequent sale.

The viability of the xbullion Platform and the usability of the Tokensdepends on the establishment of partnerships with otherplatforms, apps, merchants, retailers, dApp stores etc. Accordingly,if there is a low or limited development of such partnerships, theTokens may be unusable and become worthless with the entireamount contributed by a Purchaser being at risk.

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The Company is not a regulated mutual fund

The Company is not regulated as a mutual fund for the purposes ofthe Mutual Funds Law (2015 Revision) of the Cayman Islands(“MFL”) on the basis that Tokens are not shares, the Company is nota collective investment vehicle and the Company is therefore not aregistrable mutual fund. In addition, the Tokens are notredeemable at the option of the Purchaser and so the Companywould considered ‘closed-ended’ in any event. Accordingly, neithera copy of this Whitepaper nor details about the Company havebeen filed with the Cayman Islands Monetary Authority (“CIMA”).Because the Company is not a regulated mutual fund, the Companyis not subject to the supervision of CIMA and the Company is notrequired to have its accounts audited nor submit such accounts toCIMA.

If the Company were regulated as a mutual fund under the MFL, itwould need to comply with regulatory requirements designed toprotect investors, including the requirement to limit the minimumaggregate Token purchase amount to US$100,000 or its equivalentin any other currency in order for it not to be licensed oradministered by a licensed mutual fund administrator. TheCompany would also need to pay a prescribed initial registrationfee.

These are matters which would be required in connection with aninitial registration under the MFL. The Company would also thenhave ongoing obligations under the MFL following its initialregistration, including the obligation to file with CIMA prescribeddetails of any changes to this Whitepaper; to file annually with CIMAaccounts audited by an approved auditor and a fund annual return;and to pay a prescribed annual fee.

If the Company were a regulated mutual fund, it would also be subject to the supervision of CIMA, and CIMA would have wide powers to take certain actions if certain events occur.

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ADDITIONAL RISK FACTORS AND DISCLOSURES 9


Risk of unfavourable regulatory action in one or more jurisdictions

The regulatory status of cryptographic tokens, digital assets, andblockchain technology is undeveloped, varies significantly amongjurisdictions and is subject to significant uncertainty. It is possiblethat certain jurisdictions may adopt laws, regulations, policies orrules directly or indirectly affecting the Ethereum blockchain, orrestricting the right to acquire, own, hold, sell, convert, trade, or useTokens. Developments in laws, regulations, policies or rules mayalter the nature of the operation of the blockchain network uponwhich the Tokens are dependent. There can be no assurance thatgovernmental authorities will not examine the operations ofAssociated Parties and/or pursue enforcement actions againstAssociated Parties. All of this may subject Associated Parties tojudgments, settlements, fines or penalties, or cause AssociatedParties to restructure their operations and activities or to ceaseoffering certain products or services, all of which could harmAssociated Parties’ reputations or lead to higher operational costs,which may, in turn, have a material adverse effect on the Tokensand/or the development of the xbullion Platform.

Purchaser bears responsibility of legal categorization

There is a risk that Tokens might be considered a security in certainjurisdictions, or that they might be considered to be a security inthe future. The Company does not provide any warranty orguarantee as to whether the Tokens will be a security in thejurisdiction of the Purchaser. Each Purchaser will bear allconsequences of Tokens being considered a security in theirrespective jurisdiction. Every Purchaser is responsible to confirm ifthe acquisition and/or disposal of Tokens is legal in its relevantjurisdiction, and each Purchaser undertakes not to use Tokens inany jurisdiction where doing so would be unlawful. If a Purchaserestablishes that the purchase or use of Tokens is not legal in itsjurisdiction (or would only be legal if the company had takenadditional steps such as registration or licensing), it should notacquire Tokens and immediately stop using or possessing Tokens.

Acquiring Tokens in exchange for cryptocurrency will most likely continue to be scrutinised by various regulatory bodies around the world, which may impact the usage of Tokens. The legal ability of the Company to provide or support Tokens in some jurisdictions may be eliminated by future regulation or legal actions. In the event that the Company determines that the purchase or usage of Tokens is illegal in a certain jurisdiction, the Company may cease operations in that jurisdiction, or adjust Tokens in a way to comply with applicable law.

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Purchaser bears responsibility for complying with transfer restrictions

Tokens may be placed on third-party exchanges, giving futurepurchasers and users an opportunity to openly buy Tokens. A userseeking to enter the xbullion Platform following the Token Launchwill have to buy Tokens on such exchanges. Conversely, Tokensmay be sold on such exchanges if the holder of Tokens would liketo exit the xbullion Platform ecosystem. Existing laws on thecirculation of securities in certain countries, such as the UnitedStates of America, China, South Korea, Canada and Singapore, mayprohibit the sale of the Tokens to the residents of those countries.When buying Tokens, Purchasers should be aware of therestrictions on their subsequent sale.

Risk of theft and hacking

Token generation events and initial coin offerings are oftentargeted by hackers and bad actors. Hackers may attempt tointerfere with the Purchaser’s digital wallet, whether located on thexbullion Platform or otherwise, (the “Purchaser’s Wallet”), thexbullion Smart Contract or the availability of Tokens in any numberof ways, including without limitation denial of service attacks, Sybilattacks, spoofing, smurfing, malware attacks, or consensus-basedattacks. Any such attack may result in theft of a Purchaser’s Tokens.

Private keys

Tokens purchased by a Purchaser may be held by a Purchaser inthe Purchaser’s Wallet or vault, which requires a private key, or acombination of private keys, for access. Accordingly, loss ofrequisite private key(s) associated with Purchaser’s Wallet or vaultstoring the Tokens will result in loss of such Tokens. Moreover, anythird party that gains access to such private key(s), including bygaining access to login credentials of a hosted wallet or vault servicePurchaser uses, may be able to misappropriate Purchaser’s Tokens.The Company is not responsible for and shall be held harmless inrespect of any such losses.

Failure to map a public key to Purchaser’s Wallet

Failure of the Purchaser to map a public key to such Purchaser’sWallet may result in third parties being unable to recognize buyer’sToken balance on the Ethereum blockchain when and if theyconfigure the initial balances of a new blockchain based upon thexbullion Platform.

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Risk of incompatible wallet service

The wallet or wallet service provider used for the acquisition andstorage of the Tokens has to be technically compatible with theTokens. The failure to assure this may result in the Purchaser notbeing able to gain access to its Tokens.

Risk of weaknesses or exploitable breakthroughs in the field of cryptography

Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to cryptocurrencies, the Ethereum blockchain and Tokens, which could result in the theft or loss of Tokens.

Internet transmission risks

There are risks associated with using Tokens including, but notlimited to, the failure of hardware, software, and internetconnections. The Company shall not be responsible for anycommunication failures, disruptions, errors, distortions or delaysyou may experience when using the xbullion Platform and Tokens,howsoever caused. Transactions in cryptocurrency may beirreversible, and, accordingly, losses due to fraudulent or accidentaltransactions may not be recoverable. Cryptocurrency transactionsare deemed to be made when recorded on a public ledger, which isnot necessarily the date or time when the transaction is initiated.

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No guarantee that the xbullion Platform will be developed

Each Purchaser acknowledges, understands and agrees that such Purchaser should not expect and there is no guarantee or representation or warranty by the Company that:

● the xbullion Platform will ever be adopted; ● the xbullion Platform will be adopted as developed by the Company and not in a different or modified form; ● a blockchain utilizing or adopting the Tokens will ever be launched; and

● a blockchain will ever be launched with or without changes to the xbullion Platform and with or without a distribution matching the fixed balance of Initial Tokens (as defined below).

Furthermore, the Tokens initially generated upon the Token Launch(“Initial Tokens”) will not have any functionality or rights on thexbullion Platform and holding Initial Tokens is not a guarantee,representation or warranty that the holder will be able to use thexbullion Platform, or receive any tokens utilized on the xbullionPlatform, even if the xbullion Platform is launched and the xbullionSmart Contract is adopted, of which there is no guarantee,representation or warranty made by the Company.

Risks associated with the xbullion Platform and associated software and/or infrastructure

The xbullion Platform is based on the Ethereum blockchain. As such,any malfunction, unintended function or unexpected functioning of theEthereum protocol may cause the Tokens and/or the xbullion Platformto malfunction or function in an unexpected or unintended manner.

The Ethereum blockchain rests on open source protocol for valueexchange, and accordingly there is the risk that the xbullion Platformand/or xbullion Smart Contract may contain intentional or unintentionalbugs or weaknesses which may negatively affect Tokens or result inthe loss or theft of Tokens or the loss of ability to access or controlTokens. In the event of such a software bug or weakness, there maybe no remedy and Token holders are not guaranteed any remedy,refund or compensation.

On the Ethereum blockchain, timing of block production is determinedby proof of work so block production can occur at random times. Forexample, Ether transferred to the Company’s recipient digital walletaddress in the final seconds of a distribution period may not getincluded for that period.

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xbullion PLATFORM DISCLOSURES


Purchaser acknowledges and understands that the Ethereumblockchain may not include the Purchaser’s transaction at the timethe Purchaser expects, and the Purchaser may not receive theTokens the same day the Purchaser sends payment. The Ethereumblockchain is prone to periodic congestion during whichtransactions can be delayed or lost. Individuals may alsointentionally spam the Ethereum network in an attempt to gain anadvantage in purchasing cryptographic tokens. The Purchaseracknowledges and understands that Ethereum block producersmay not include the Purchaser’s transaction when the Purchaserwants or the Purchaser’s transaction may not be included at all.

Ether, the native unit of account of the Ethereum blockchain may itself lose value in ways similar to the Tokens, and also other ways. More information about Ethereum is available at http://www.ethereum.org.

Risks associated with the Company’s Business.

The xbullion Platform’s success depends on its continuedinnovation to provide new, and improve upon existing, productsand services that make the xbullion Platform useful for users. As aresult, the Company must continually invest significant resources inresearch and development to improve the attractiveness andcomprehensiveness of its products and services and effectivelyincorporate new mobile, internet, blockchain and othertechnologies into them. If the Company is unable to continueoffering high-quality, innovative products and services, it may beunable to attract additional users or retain current users, whichcould harm its business, results of operations and financialcondition.

In addition, the Company’s success depends on its ability tocontinue to attract users to its xbullion Platform and enhance theirengagement with its products and services. The xbullion Platform’sexisting and potential competitors include, but are not limited to,companies that operate, or could develop similar mobileapplications and websites. These companies could devote greatertechnical and other resources than the Company has available,have a more accelerated timeframe for deployment and leveragetheir existing user bases and proprietary technologies to provideproducts and services that users might view as superior to thexbullion Platform’s offerings. Any of the xbullion Platform’s futureor existing competitors may introduce different solutions thatattract users or provide solutions similar to the xbullion Platform’sbut with better branding or marketing resources. If the Company isnot able to continue to attract users to the xbullion Platform, itsbusiness, results of operations and financial condition would beharmed.

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The xbullion Platform’s future success also substantially depends onthe continued use of the internet as the primary medium for itsproposed operations. For any number of reasons, internet use may notcontinue to develop as the Company anticipates. If users begin to buildcommunities outside of the xbullion Platform and the Company fails toinnovate, its business, results of operations and financial condition maybe negatively impacted. Further, the xbullion Platform’s market,especially using blockchain technology, is in the early stages ofdevelopment, and significant shifts in custom and use habits occurconstantly and rapidly. The Company continues to learn a great dealabout the market participants as the industry evolves. The Companymay not successfully anticipate or keep pace with industry changes,and it may invest considerable financial, personnel and otherresources to pursue strategies that do not, ultimately, prove effectivesuch that its business, results of operations and financial condition maybe harmed.

The potential users of the xbullion Platform are affected by local, regional, national and international economic conditions and other events and occurrences that affect the use of the xbullion Platform.

Irreversible nature of blockchain transactions

Transactions involving Tokens that have been verified, and thusrecorded as a block on the blockchain, generally cannot be undone.Even if the transaction turns out to have been in error, or due to theft ofa user’s Tokens, the transaction is not reversible. Further, at this time,there is no governmental, regulatory, investigative, or prosecutorialauthority or mechanism through which to bring an action or complaintregarding missing or stolen cryptocurrencies and digital tokens.Consequently, the Company may be unable to replace missing Tokensor seek reimbursement for any erroneous transfer or theft of Tokens.

Amendments to protocol

The development team and administrators of the source code forEthereum blockchain or the xbullion Smart Contract could proposeamendments to such network’s protocols and software that, if acceptedand authorized, or not accepted, by the network community, couldadversely affect the supply, security, value, or market share of Tokens.

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Risk of mining attacks

As with other decentralized cryptocurrencies, the Ethereumblockchain, which is used for the Tokens, is susceptible to miningattacks, including but not limited to double-spend attacks, majoritymining power attacks, “selfish-mining” attacks, and race conditionattacks.

Any successful attacks present a risk to the Tokens, expectedproper execution and sequencing of Tokens, and expected properexecution and sequencing of Ethereum contract computations ingeneral. Despite the efforts of the Company and EthereumFoundation, the risk of known or novel mining attacks exists. Miningattacks, as described above, may also target other blockchainnetworks, with which the Tokens interact with and consequently theTokens may be impacted also in that way to the extent describedabove.

COMPANY DISCLOSURES

Legal structure of Token generator

The Company is an exempted company incorporated in theCayman Islands pursuant to the Companies Law (Revised) of theCayman Islands. An exempted company is a body corporate whichhas separate legal personality capable of exercising all the functionsof a natural person of full capacity irrespective of any question ofcorporate benefit, and having perpetual succession. Theconstitution of an exempted company is contained in twodocuments, the memorandum of association and the articles ofassociation (the “Articles”). The Articles typically provide that theremust be at least one director of a Cayman company. Generally, theArticles will specify that the management of a Cayman company isthe responsibility of, and is carried out by, its board of directors. Ifthe Articles permit it, a Cayman company may indemnify officersand directors of the company from all liabilities and expensesincurred by search persons in the performance of their duties.

The memorandum of association of a Cayman Islands companymust specify the authorised share capital of such company (iflimited by shares) or the level of the guarantee (if limited byguarantee). The memorandum of association will state how themembership of the company operates and what the members’respective rights are. As a Token holder, you are not a party to thememorandum of association or the Articles, are not a member ofthe Company and are not entitled to any right or interest in or toshares of the Company and have no rights to appoint or removethe board of directors of the Company.

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Because Tokens confer no governance rights of any kind withrespect to the xbullion Platform or the Company, all decisionsinvolving the Company’s products or services within the xbullionPlatform or the Company itself will be made by the Company at itssole discretion. These decisions could adversely affect the xbullionPlatform and the value and/or utility of any Token you own.

Dependence on management team

The ability of the xbullion Platform project team which isresponsible for maintaining competitive position of the xbullionPlatform is dependent to a large degree on the services of a seniormanagement team. The loss or diminution in the services ofmembers of such senior management team or an inability toattract, retain and maintain additional senior managementpersonnel could have a material adverse effect on the xbullionPlatform and the value of the Tokens. Competition for personnelwith relevant expertise is intense due to the small number ofqualified individuals, and this competition may seriously affect theCompany’s ability to retain its existing senior management andattract additional qualified senior management personnel, whichcould have a significant adverse impact on the xbullion Platformand the value of the Tokens.

Risks related to reliance on third parties

Even if completed, the xbullion Platform will rely, in whole or inpart, on third-parties to adopt and implement it and to continue todevelop, supply, and otherwise support it. There is no assurance orguarantee that those third-parties will complete their work,properly carry out their obligations, or otherwise meet anyone’sneeds, any of which might have a material adverse effect on thexbullion Platform and the value of the Tokens.

Insufficient interest in the xbullion Platform and the Tokens

It is possible that the xbullion Platform or Tokens will not be used by a large number of individuals, businesses and organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the xbullion Platform and the value of the Tokens.

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xbullion Platform development risks

The development of the xbullion Platform and/or xbullion SmartContract may be abandoned for a number of reasons, includinglack of interest from the public, lack of funding, lack of commercialsuccess or prospects, or departure of key personnel.

Changes to the xbullion Platform

The xbullion Platform is still under development and may undergosignificant changes over time. Although Associated Parties intendfor the xbullion Platform to have the features and specifications setforth in this Whitepaper, changes to such features andspecifications may be made for any number of reasons, any ofwhich may mean that the xbullion Platform does not meet theexpectations of the Purchaser.

Other projects

The xbullion Platform may give rise to other, alternative projects, promoted by parties that are affiliated or unaffiliated with the Associated Parties, and such projects may provide no benefit to the xbullion Platform.

Disclosures relating to conflicts of interest

Any of the Associated Parties may be engaged in transactions with related parties and conflicts of interest may arise, potentially resulting in the conclusion of transactions on terms not determined by market forces.

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xbullion Whitepaper

ACKNOWLEDGEMENTS AND WARRANTIES BY PURCHASERS

ACKNOWLEDGEMENTS

By (i) accessing or accepting possession of any information in this Whitepaper (or any part thereof) or (ii)transferring payment (whether in fiat currency or cryptocurrency) and agreeing to purchase the Tokens, eachPurchaser agrees and acknowledges that:

1. the Tokens do not and are not intended to constitute securities in any jurisdiction. This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction; 2. the Tokens are not intended as securities or other assets to be used for speculative trading purposes. The Company does not operate an exchange for Tokens and there is no guarantee of the future value of the Tokens. The Company does not take any responsibility for any trade in Tokens in or through third-party exchanges. The possibility exists that the Tokens could be worth nothing; 3. this Whitepaper does not constitute or form part of any opinion on, any advice to buy or sell, or any solicitation of any offer to purchase any Tokens nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or any investment or purchase decision; 4. no regulatory authority in any applicable jurisdiction has examined or approved of the information set out in this Whitepaper and the publication, distribution or dissemination of the Whitepaper to you does not imply that any applicable laws, regulatory requirements or rules have been complied with; 5. any agreement as between the Company and a Purchaser, and in relation to any sale and purchase, of Tokens is, in the absence of Purchase Documents, to be governed by this Whitepaper; 6. notwithstanding any other section of this Whitepaper, and to the extent permissible by applicable laws, the Company shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by a Purchaser; 7. no information in the Whitepaper should be considered to be business, legal, financial or tax advice regarding the Company, the Tokens or the Token Launch; 8. they should consult their own legal, financial, tax or other professional adviser regarding the

Company and its respective businesses and operations, the Tokens and the Token Launch; 9. that Company may collect information from the operation of the xbullion Platform sent by the Purchaser’s computer, mobile phone, or other access device. This information may include the Purchaser’s IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as the Purchaser’s browser type, and the pages the Purchaser accessed on the Company’s website. When the Purchaser uses a location-enabled device with the Company’s website, the Company may collect geographical location data or use various means to determine the location, such as sensor data from the Purchaser’s device that may, for instance, provide data on nearby cell towers and wi-fi access spots. When the Purchaser accesses the website or xbullion Platform, the Company or its applicable third party service providers on behalf of the Company may place small data files called cookies on the Purchaser’s computer or other device. The Company may share the Purchaser’s personal data with third parties in order to complete the Token Launch, reveal or suppress fraud, fix technical bugs or eliminate security problems. The Company will disclose the Purchaser’s personal data in so far as is necessary to complete the Token Launch and fulfil the purposes set out above. The processing of the Purchaser’s personal information shall otherwise be in accordance with the terms of the Company’s privacy policies in effect from time to time; 10. the Company will process the Purchaser’s personal data to market, conduct and perform technical analysis on the completion of the Token Launch. Processing of the Purchaser’s personal data will cable law (including to comply with its AML and KYC policies and procedures); (b) complete the Purchaser’s registration; (c) provide technical support and (d) to assist the Company in the development of the xbullion Platform and the performance of the activities set out in this Whitepaper;

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xbullion Whitepaper

11. it may receive commercial electronic messages and advertising materials from Company or third parties by order of the Company on the email address and the mobile phone number that the Purchaser

provided to the Company throughout the use of the website or xbullion Platform. At any time, the Purchaser will be entitled to withdraw its consent to receive such materials by following the instructions

provided in such materials; and 12. all agreements, notices, disclosures and other communication that the Company provide pursuant to this Whitepaper or in connection with or related to the Purchaser’s acquisition of Tokens, may be provided by the Company, in its sole discretion, to the Purchaser, in

electronic form.

WARRANTIES

By (i) accessing or accepting possession of any information in this Whitepaper (or any part thereof) or (ii)transferring payment (whether in fiat currency or cryptocurrency) and agreeing to purchase the Tokens, eachPurchaser represents and warrants to the Company as follows:

1. that they have read, understood and accepted sole responsibility for the disclosed and undisclosed risks, disclaimers and other disclosures inherent in participating in the Token Launch and the purchasing of Tokens as set out in this Whitepaper; 2. that they are not a citizen or resident of any jurisdiction or territory into which a sale or distribution of the Token would be unlawful (each a “Prohibited Territory”) and are not purchasing the Tokens on behalf of, whether directly or indirectly, a citizen of any Prohibited Territory; 3. that they have the power to enter into, exercise any rights and perform and comply with their obligations under this Whitepaper and their entry into, exercise of their rights and/or performance of or compliance with their obligations under this Whitepaper including accessing, distribution or dissemination of this Whitepaper, is not prohibited or restricted by the applicable laws, regulations or rules in the Purchaser’s jurisdiction or country of residence, and where any restrictions in relation to the aforementioned are applicable, the Purchaser:

a. accepts sole liability for non-compliance with such applicable laws, regulations and rules in the Purchaser’s jurisdiction or country of residence; and b. has observed and complied with all such applicable laws, regulations and rules in the Purchaser’s jurisdiction or country of residence at the Purchaser’s own and sole expense;

4. that all actions, conditions and things required to be taken, fulfilled and done:

a. in order to enable the Purchaser to lawfully enter into, exercise their rights and perform and comply with their obligations imposed by this Whitepaper and to ensure that those obligations are legally binding and enforceable; and b. for the issue of the Tokens on the terms and conditions set out in this Whitepaper, have been taken, fulfilled and done;

5. that all the Purchaser’s obligations under this Whitepaper are valid, binding and enforceable on such Purchaser in accordance with their terms; 6. that the Purchaser has adequate understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based systems, cryptocurrency wallets or other related coin/token storage mechanisms, blockchain technology and smart contract technology; 7. that the Purchaser is not exchanging cryptocurrencies for Tokens for the purpose of speculative investment or for the purpose of exchanging one form of virtual currency for another, with the present intention of delivering the Tokens to another person, in a coordinated series of steps intended to complete a single transaction; and 8. that all of the above representations and warranties are true, complete, accurate and non- misleading from the time of the Purchaser’s pre-registration (where applicable) and purchase of Tokens pursuant to the Token Launch.

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xbullion Whitepaper

OTHER NOTICES

AML AND KYC

Measures aimed at the prevention of money laundering and terrorist financing will require a Purchaser toverify their identity and/or the source of funds to the Company. This procedure may apply on all or any of (i)the initial purchase of the Tokens, (ii) the use of the xbullion Platform, (iii) the transfer of the Tokens, (iv) thereceipt of any Tokens via the xbullion Platform or xbullion Smart Contract or (v) as the Company deemsnecessary or desirable in connection with its AML and KYC policies and procedures.

By way of example, an individual may be required to produce the original passport or identification card orcopy duly certified by a public authority such as a notary public, the police or the ambassador in his country ofresidence, together with two original documents evidencing his address such as a utility bill or bank statementor duly certified copies. In the case of corporate applicants this may require production of a certified copy ofthe Certificate of Incorporation (and any change of name) and of the Memorandum and Articles of Association(or equivalent), and of the names and residential and business addresses of all directors and beneficialowners.

The details given above are by way of example only and the Company will request such information anddocumentation as it considers is necessary to verify the identity and source of funds of a prospectivePurchaser.

Each Purchaser acknowledges that the Company shall be held harmless against any loss arising as a result of a failure to provide such information and documentation as has been requested by the Company.

Each Purchaser further acknowledges and agrees that any failure by them to comply with the Company’srequests in relation to measures aimed at the prevention of money laundering and terrorist financing, mayresult in action being taken against the Purchaser in respect of the Tokens including, without limitation, thesuspension or withdrawal of the Purchaser’s account on the xbullion Platform or the Tokens held by them.

Tax Information Exchange Obligations

The Purchaser acknowledges that the Company may be subject to certain obligations (the “Tax InformationExchange Obligations”) to gather and disclose to the competent authorities information relating topurchasers of Tokens under: (i) the United States Foreign Account Tax Compliance Act provisions enactedunder the United States Hiring Incentives to Restore Employment Act and any guidance, or regulations relatingthereto (“FATCA”); (ii) any other legislation, regulations, or guidance enacted in any jurisdiction which seeks toimplement similar tax reporting, tax information exchange, reporting, and/or withholding tax regimes(including the OECD Common Reporting Standard on the automatic exchange of financial accountinformation); (iii) any intergovernmental Application between the Cayman Islands (or any Cayman Islandsgovernment body) and the U.S. or any other jurisdiction (including any government bodies in any other suchjurisdiction), entered into, in order to comply with, facilitate, supplement, or implement the legislation,regulations or guidance described in (i) and (ii), including the OECD Multilateral Competent AuthorityApplication; and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to theforegoing.

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xbullion Whitepaper

The Purchaser hereby agrees to execute properly and provide to the Company in a timely manner anydocumentation or other information that the Company or its agents may request in writing from time to timein connection with the Tax Information Obligations. The Purchaser waives any provision under the laws andregulations of any jurisdiction that would, absent a waiver, prevent or inhibit the Company’s compliance withapplicable law as described in this paragraph, including but not limited to by preventing either (i) the Purchaserfrom providing any requested information or documentation, or (ii) the disclosure by the Company and itsagents of the provided information or documentation to applicable regulatory authorities.

Without limitation, the Purchaser hereby agrees to provide any documentation or other information regardingthe Purchaser and the Purchaser’s beneficial owners requested by the Company or its agents in connectionwith the Tax Information Exchange Obligations. If the Purchaser provides information and/or documentationthat is in anyway misleading, or the Purchaser fails to provide the Company or its agents or delegates with theinformation and documentation that has been requested, (whether or not such action or inaction leads tocompliance failures by the Company, or a risk of the Company or its Token holders being subject towithholding tax or other penalties), the Company reserves the right:

● to take any action and/or pursue all remedies at the Company’s disposal including, without limitation, compulsory reversion of Purchaser’s acquisition of Tokens in full or in part; and ● to hold back from any reversion proceeds in respect of the Tokens so reverted, any liabilities, costs, expenses, or taxes arising (directly or indirectly) from such action or inaction.

Further, the Purchaser shall have no claim against the Company, or any of the Company’s agents or delegates,for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of theCompany in order to comply with the Tax Information Exchange Obligations.

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xbullion Whitepaper

LEGAL DISCLAIMER

PLEASE READ THIS SECTION (AND THIS Whitepaper GENERALLY) CAREFULLY. YOU SHOULD CONSULT YOURLEGAL, FINANCIAL, TAX, AND OTHER PROFESSIONAL ADVISOR(S) BEFORE TAKING ANY ACTION INCONNECTION WITH THIS Whitepaper.

This Whitepaper is intended to present relevant information to potential purchasers (the “Purchasers”and each a “Purchaser”) in connection with the proposed offering (the “Token Launch”) by xbullionholdings, an exempted company incorporated with limited liability in the Cayman Islands, (“theCompany”, “we” or “us”) of cryptographic ERC20 standard tokens on Ethereum’s blockchain with thesymbol ‘GOLD’ (the “Tokens”), including information about the decentralized trading platform and appdeveloped, operated and maintained by the Company (or its delegates) (the “xbullion platform”) and thesmart contract connected to the xbullion Platform (the “xbullion Smart Contract”). The developmentand launch of the xbullion Platform by the Company will be funded by the Company using the proceedsof the sale of the Tokens.

The information contained in this Whitepaper is not intended to be exhaustive and the statementsincluded in this Whitepaper are not intended to be relied upon or create or form part of a contractualrelationship (unless the context otherwise requires).

Nothing in this Whitepaper shall be deemed to constitute a prospectus of any sort, a solicitation forinvestment or investment advice nor does it in any way pertain to an offering or a solicitation of an offerto buy any securities in any jurisdiction. This Whitepaper is not composed in accordance with, and is notsubject to, laws or regulations of any jurisdiction which are designed to protect investors. To themaximum amount permitted by applicable law, each of the Company and Bullion Asset ManagementServices Pte Ltd, Bullion Asset Management Pty Ltd and Bullion Asset Management Cayman (collectively,the “Associated Parties” and each an “Associated Party”) expressly disclaim and shall not be liable forany and all responsibility for any direct or any indirect, special, incidental, consequential or other losses ofany kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, andloss of use or data), arising out of or in connection with (i) the Purchaser’s acceptance of or reliance onany information contained in this Whitepaper, (ii) any error, omission or inaccuracy in any suchinformation or (iii) any action resulting therefrom.

All statements, estimates and financial information contained in this Whitepaper, made in any pressreleases or in any place accessible by the public and oral statements that may be made by the Companyor any Associated Party that are not statements of historical fact, constitute “forward-looking statements”.Nothing contained in this Whitepaper is or may be relied upon as a promise, representation orundertaking as to the future performance or policies of the Company.

Further, the Company disclaims any responsibility to update any of those forward-looking statements orpublicly announce any revisions to those forward-looking statements to reflect future developments,events or circumstances, even if new information becomes available or other events occur in the future.

This Whitepaper, and any sale of Tokens referred to in this Whitepaper, will be subject to and governedby any terms and conditions of purchase of such Tokens. Such terms and conditions of purchase will bedelivered by the Company to the prospective Purchaser after its receipt of a completed application form,and the completion of the Company’s AML and KYC procedures (defined below).

Where there is any inconsistency between such terms and conditions of purchase and this Whitepaper, the terms and conditions of purchase shall prevail and govern.

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IMPORTANT NOTICES

The acquisition of Tokens involves a high degree of risk. Before acquiring Tokens, it is recommended thateach Purchaser conduct its own careful examination of all relevant information and risks about theCompany, the xbullion Platform and Tokens, Ethereum’s blockchain and, specifically, the disclosures andrisk factors set out below and in this Whitepaper. If any such risks actually occur, the Company, thexbullion Platform, the Tokens and the Purchaser’s Tokens may be materially and adversely affected,including the Purchaser’s Tokens being rendered worthless or unusable.

The acquisition of Tokens from the Company does not present an exchange of cryptocurrencies for anyform of shares or equity interests in the Company, and a holder of any Tokens issued by the Company isnot entitled to any guaranteed form of dividend or other revenue right.

The Tokens are available to Purchasers in exchange for certain other cryptographic tokens andcurrencies such as Bitcoin and $USD (subject to the Company’s anti-money laundering (“AML”) and “knowyour customer” (“KYC”) procedures being satisfied (including as to source of funds)) and the Companydoes not provide any exchange of the Tokens for fiat currency. The Company also does not providecustodial or wallet services for the Tokens.

No regulatory authority has examined or approved any of the information set out in this Whitepaper. Nosuch action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction.The publication, distribution or dissemination of this Whitepaper does not imply that any such applicablelaws, regulatory requirements or rules have been complied with.

Any person or entity, including anyone acting on its behalf, being based, being a citizen or resident,domiciled, located or incorporated where applicable laws prohibit or restrict distribution ordissemination of the Company’s materials, acquiring Tokens or accessing the xbullion Platform including,but not limited to, the United States of America and any of its lands, the Cayman Islands, New Zealand,Canada, People’s Republic of China, Singapore, Republic of Korea or any other country that prohibits thesale of Tokens shall not use the xbullion Platform or acquire Tokens, otherwise such person assumes allthe responsibility arising from the continued use of the xbullion Platform and/or Tokens.

The Tokens may be placed on third-party exchanges, giving future Purchasers an opportunity to openlybuy Tokens. A user seeking to acquire Tokens following the Token Launch will have to buy Tokens onsuch exchanges. Conversely, Tokens may be sold on such exchanges if the holder of Tokens would like toexit the xbullion Platform ecosystem.

Existing laws on the circulation of securities in certain countries, such as the United States of America,People’s Republic of China, South Korea, Canada and Singapore, may prohibit the sale of the Tokens tothe residents of those countries. In addition, proposed transfers of the Tokens (or the transferee’s use ofthe xbullion Platform) may be blocked by the Company in circumstances where the proposed transfereehas not already completed the Company’s KYC and AML procedures (including, without limitation,verification of identity and source of funds) to its satisfaction. Purchasers should be aware of therestrictions on the subsequent sale of the Tokens.


The Tokens are non-refundable save in the limited circumstances expressly set out in these terms.

The Token purchase amount is pegged to a spot price fed through the xbullion platform of 1 gram of gold in $USD.

The Company is not currently required to register with the Cayman Islands Monetary Authority becausethe Tokens are not shares, trust units or partnership interests and accordingly are not currentlyconsidered equity interests for the purposes of the Mutual Funds Law (2019 Revision) of the CaymanIslands (“MFL”).

Additionally, purchasers must appreciate that the Cayman Islands Monetary Authority has therefore notreviewed this Whitepaper and have not passed any judgment on the merits of the Company or acquiringthe Tokens. The Cayman Islands Monetary Authority will have no oversight of the operations of theCompany or the Tokens.

This Whitepaper does not constitute an offer of the Tokens to the members of the Public in the CaymanIslands. “Public” for these purposes does not include a sophisticated person, a high net worth person, acompany, partnership or trust of which the shareholders, unit holders or limited partners are each asophisticated person, a high net worth person any exempted or ordinary non-resident companyregistered under the Companies Law (2018 Revision) or a foreign company registered pursuant to Part IXof the Companies Law (2018 Revision) or any such company acting as general partner of a partnershipregistered pursuant to the provisions of the Exempted Limited Partnership Law (2018 Revision) or anydirector or officer of the same acting in such capacity or the Trustee of any trust registered or capable ofregistering pursuant to the provisions of the Trusts Law (as Revised).

The Cayman Islands Government has not yet proposed or passed any legislation expressly regulatingcrypto currencies, cryptographic tokens, initial coin offerings or token generating events and itsregulatory intentions are unclear. Each Purchaser should be aware that any new laws imposed in theCayman Islands (or amendments to the existing laws of the Cayman Islands, such as the MFL) could,among other things: (i) prohibit the sale, purchase or transfer of the Tokens or otherwise make holdingthem illegal, (ii) require the Company to register itself or the Tokens with the Cayman Islands MonetaryAuthority and become subject to its supervision, (iii) require the Company to cease operations or move toanother jurisdiction and/or (iv) adversely affect or destroy the value of a Purchaser’s Tokens, and thatsuch new laws or amendments could be imposed very quickly and without warning.

The Cayman Islands Monetary Authority issued a public advisory on virtual currencies on 23 April 2018 (“Advisory”). The Advisory can be accessed online using the following link (https://www.cima.ky/upimages/noticedoc/1524507769PublicAdvisory-VirtualCurrencies_1524507769.pdf). The Advisory advises potential Purchasers to thoroughly research virtual currencies, digital coins, tokens and the companies behind them prior to purchase in order to protect themselves. All prospective Purchasers are advised to read the Advisory before proceeding with a purchase of the Tokens.


NOTICES FOR PARTICULAR PURCHASERS

Notice to prospective Purchasers in the People’s Republic of China: For residents of the People’sRepublic of China (which, for the purposes of this Whitepaper, does not include Hong Kong, Macau, andTaiwan) only: the Tokens may not be marketed, offered or sold directly or indirectly to the public in thePeople’s Republic of China (the “PRC”) and neither this Whitepaper nor any corresponding agreement forthe purchase of the Tokens (“Purchase Documents”), which has not been submitted to the PRCSecurities and Regulatory Commission, nor any offering material or information contained herein relatingto the Tokens, may be supplied to the public in the PRC or used in connection with any offer for thesubscription or sale of the Tokens to the public in the PRC. The information contained in this Whitepaperand the Purchase Documents will not constitute an offer to sell or an invitation, advertisement orsolicitation of an offer to buy any Tokens within the PRC.

Notice to prospective Purchasers in Singapore: this Whitepaper and the Purchase Documents havenot been registered as a prospectus with the Monetary Authority of Singapore under the Securities andFutures Act, Chapter 289 of Singapore. Accordingly, this Whitepaper and the Purchase Documents andany other document or material in connection with the offer or sale, or invitation for subscription orpurchase, of the Tokens may not be circulated or distributed, nor may the Tokens be offered or sold, orbe made the subject of an invitation for subscription or purchase, whether directly or indirectly, topersons in Singapore.

Notice to prospective Purchasers in the United Kingdom: this Whitepaper and the PurchaseDocuments are being distributed only to, and are directed only at: (i) investment professionals (within themeaning of article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005as amended

(the “FPO”); (ii) persons or entities of a kind described in article 49 of the FPO; (iii) certified sophisticatedinvestors (within the meaning of article 50(1) of the FPO); and (iv) other persons to whom it mayotherwise lawfully be communicated (all such persons together being referred to as “RelevantPersons”). This Whitepaper and the Purchase Documents have not been approved by an authorisedperson. The Tokens to which this document relates are available only to (and Tokens will only be sold to)Relevant Persons. Persons who are not Relevant Persons should not take any action based upon thisWhitepaper and should not rely on it. It is a condition of any such prospective Purchaser in the UnitedKingdom receiving and retaining this Whitepaper that they warrant to the Company, its directors and itsofficers that they are a Relevant Person.

Any person or entity subject to sanctions from the United States of America, the United Kingdomor the Cayman Islands from time to time including, without limitation, certain citizens of Belarus,Burundi, Central African Republic, Cuba, Iran, Libya, North Korea, Somalia, Sudan and Darfur,Mali, Republic of Guinea, Republic of Guinea-Bissau, Syria and Zimbabwe will not be permitted toenter into the Purchase Documents or otherwise purchase Tokens.

Accuracy of Information, No Consent of Parties Referenced in Whitepaper

xbullion Whitepaper

This Whitepaper includes market and industry information and forecasts that have been obtained frominternal surveys, reports and studies, where appropriate, as well as market research, publicly availableinformation and industry publications. Such surveys, reports, studies, market research, publicly availableinformation and publications generally state that the information that they contain has been obtainedfrom sources believed to be reliable, but there can be no assurance as to the accuracy or completenessof such included information.

The Company may provide hyperlinks to websites of entities mentioned in this Whitepaper, but theinclusion of a link does not imply that the Company endorses, recommends or approves any material onthe linked page or accessible from it. Such linked websites are accessed entirely at the prospectivePurchaser’s own risk. The Company accepts no responsibility whatsoever for any such material, or forconsequences of its use.

Save for the Company and its respective directors, executive officers and employees, no person hasprovided his or her consent to the inclusion of his or her name and/or other information attributed orperceived to be attributed to such person in connection therewith in this Whitepaper and norepresentation, warranty or undertaking is or purported to be provided as to the accuracy orcompleteness of such information by such person and such persons shall not be obliged to provide anyupdates on the same.

Neither the Company nor any of the Associated Parties has conducted any independent review of theinformation extracted from third party sources, verified the accuracy or completeness of suchinformation or ascertained the underlying economic assumptions relied upon therein. Consequently,neither the Company nor its directors, executive officers and employees acting on its behalf makes anyrepresentation or warranty as to the accuracy or completeness of such information and shall not beobliged to provide any updates on the same.

Terms Used

To facilitate a better understanding of the Tokens being offered by the Company for purchase, and thebusinesses and operations of the Company, certain technical terms and abbreviations, as well as, incertain instances, their descriptions, have been used in this Whitepaper. These descriptions and assignedmeanings should not be treated as being definitive of their meanings and may not correspond tostandard industry meanings or usage.

In this Whitepaper, words importing the singular shall, where applicable, include the plural and vice versaand words importing the masculine gender shall, where applicable, include the feminine and neutergenders and vice versa. References to persons shall include corporations. References to any law orregulation shall include references to any statutory modification or re-enactment thereof.

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xbullion Whitepaper

Forward Looking Statements

All statements, estimates and financial information contained in this Whitepaper, made in any press releases or in anyplace accessible by the public and oral statements that may be made by the Company or any Associated Party thatare not statements of historical fact, constitute “forward-looking statements”. Some of these statements can beidentified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”,“intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, theseterms are not the exclusive means of identifying forward-looking statements. All statements regarding the Company’sfinancial position, business strategies, plans and prospects and the future prospects of the industry which theCompany is in are forward-looking statements. These forward-looking statements, including but not limited tostatements as to the Company’s revenue and profitability, prospects, future plans, other expected industry trends andother matters discussed in this Whitepaper regarding the Company are matters that are not historic facts, but onlypredictions. Such forward-looking statements involve known and unknown risks, uncertainties and other factorswhich may cause actual events or results, performance or achievements to differ materially from the estimates or theresults implied or expressed in such forward-looking statements. These factors include, amongst others:

● Changes in political, social, economic and stock or cryptocurrency market conditions, and theregulatory environment in the countries in which the Company conducts its respective businesses andoperations;● The risk that the Company may be unable to execute or implement its business strategies and future plans; ● Changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;

● Changes in the anticipated growth strategies and expected internal growth of the Company or the xbullion Platform; ● Changes in the availability and fees payable to the Company in connection with its respective businesses and operations and/or the xbullion Platform;

● Changes in the availability and salaries of employees who are required by the Company to operate the respective businesses and operations and/or the xbullion Platform; ● Changes in preferences of the customers of the Company or the xbullion Platform; ● Changes in competitive conditions under which the Company operates, and the ability of the Company to compete under such conditions; ● Changes in the future capital needs of the Company and the availability of financing and capital to fund such needs; ● War or acts of international or domestic terrorism;

● Occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the Company and/or the xbullion Platform; ● Other factors beyond the control of the Company; and ● Any risks or uncertainties associated with the Company and its business and operations, the Tokens,the Token Launch, the xbullion Platform and the underlying assets (each as referred to in thisWhitepaper).

Nothing contained in this Whitepaper is or may be relied upon as a promise, representation or undertaking as to thefuture performance or policies of the Company. Further, the Company disclaims any responsibility to update any ofthose forward-looking statements or publicly announce any revisions to those forward- looking statements to reflectfuture developments, events or circumstances, even if new information becomes available or other events occur inthe future.

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No further information or update

No person has been or is authorised to give any information or representation not contained in thisWhitepaper in connection with the Company and its business and operations, the Tokens, the TokenLaunch and the underlying assets (each as referred to in the Whitepaper) and, if given, such informationor representation must not be relied upon as having been authorised by or on behalf of the Company.The Token Launch (as referred to in this Whitepaper) shall not, under any circumstances, constitute acontinuing representation or create any suggestion or implication that there has been no change, ordevelopment reasonably likely to involve a material change in the affairs, conditions and prospects of theCompany or in any statement of fact or information contained in this Whitepaper since the date hereof.

Restrictions on Distribution and Dissemination of Whitepaper

The distribution or dissemination of this Whitepaper or any part thereof may be prohibited or restrictedby the laws, regulatory requirements and rules of any jurisdiction. In the case where any restrictionapplies, you are to inform yourself about, and to observe, any restrictions which are applicable to yourpossession of this Whitepaper or such part thereof (as the case may be) at your own expense andwithout liability to the Company or the Associated Persons.

Persons to whom a copy of this Whitepaper has been distributed or disseminated, provided access to or who otherwise have the Whitepaper in their possession shall not circulate it to any other persons, reproduce

or otherwise distribute this Whitepaper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur.

Language of Whitepaper

This Whitepaper may have been prepared in multiple languages. In the event of any inconsistencies between one version and another, the English language version shall prevail.