Investor Qualification

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Terms and Conditions

This web site contains material which is proprietary to Phigold UK Plc, (“Phigold"). Viewers are invited to review the Phigold web site (“Web Site”) subject to agreeing to the conditions below:

The contents of the Web Site have no regard to the specific investment objectives, financial situation or particular needs of any specific viewer. This Web Site is published for information purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. Unless specifically stated otherwise, all price information is indicative only. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the contents of the Web Site, nor are the contents a complete statement of the securities, markets or developments referred to herein. The Web Site should not be regarded by recipients as a substitute for the exercise of their own judgment. Any opinions are subject to change without notice. Neither Phigold, nor any of its agents or advisers is under any obligation to update or keep current the information contained herein.

Phigold, its related entities, directors, employees, agents and advisers accept no liability whatsoever for any loss or damage of any kind arising out of the use of all or part of the Web Site. Certain laws and regulations impose liabilities which cannot be disclaimed. This disclaimer shall in no way constitute a waiver or limitation of any rights a person may have under such laws and/or regulations. Phigold, its directors, officers, employees or clients may have or have had interests or long or short positions in the securities and/or currencies referred to herein, and may at any time make purchases and/or sales in them as principal or agent. Furthermore, Phigold may have or have had a relationship with or may provide or have provided investment banking, capital markets and/or other services to the relevant companies.

The PhiGold Coins described herein may not be eligible for sale in all jurisdictions or to certain categories of investors. The investment in Phigold Coins described in this Web Site are not suitable for all investors. Qualified Investors are invited to review the Private Placement Memorandum and related Offering Materials posted on this Web Site. Past performance is not necessarily indicative of future results. Foreign currency rates of exchange may adversely affect the value, price or income of any products mentioned in the PPM.

US Accredited Investor Representation

INVESTMENT COMPANY ACT REPRESENTATIONS

The Web Site may only be accessed by Accredited Investors ( “Investor”). Investor represents as follows:

I. The Investor hereby represents and warrants, that he, she or it is correctly and in all respects described by the category or categories set forth below directly under which the Investor has signed his, her or its name.

  • A. The Investor is a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act because:

    • 1. The Investor is a natural person (including a person who will hold a joint community property or similar shared ownership interest in the Company with that person’s qualified purchaser spouse) who owns not less than $5,000,000 in investments.1
    • 2. The Investor is a company that owns not less than $5,000,000 in investments1 that is owned directly or indirectly by or for two (2) or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth, adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons.
    • 3. The Investor is a trust not covered by clause (2) above that was not formed for the purpose of acquiring the Coins , as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust is a person described in clause (1) or (2) above or (4) below. 1 For definition of “investments”, see Securities and Exchange Commission Rule 2a51-1 a copy of which is available from the Company upon request.
    • 4. The Investor is either (a) a person2, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in investments or (b) a qualified institutional buyer (as defined in paragraph (a) of Rule 144A promulgated under the Securities Act) meeting the requirements of Rule 2a51-1(g) promulgated under the Investment Company Act.
    • 5. The Investor is a company all of the securities of which are beneficially owned by “qualified purchasers.” If the Investor checks only this clause (5), the Company may require additional questionnaires, a representation letter and/or other information in respect of each beneficial owner of the Investor.
  • B. The Investor is not a “qualified purchaser” as described in any of the above categories.

II. If the Investor is a corporation, trust, partnership, limited liability company or other organization:

  • (a) The Investor was not, and will not be, formed, organized, reorganized, capitalized or “recapitalized” (as defined below) for the specific purpose of acquiring the Coins ;
  • (b) The Investor’s stockholders, partners, members or other beneficial owners have no individual discretion as to their participation or non-participation in the Coins and will have no individual discretion as to their participation or non-participation in particular investments made by the Company, if any;
  • (c) The Investor has not and will not invest more than 40% of its “committed capital” (as defined below) in any single entity, including the Company, which is excluded from the definition of “investment company” solely by reason of Section 3(c)(1) or 3(c)(7) of the Investment Company Act; 2 If such person is a company that, but for the exceptions provided for in paragraph (1) or (7) of Section 3(c) of the Investment Company Act, would be an investment company (an “excepted investment company”), all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) on the Investment Company Act, that acquired such securities on or before April 30, 1996 (as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser. See Rule 2a51-2(e).
  • (d) The Investor is not an “investment company” within the meaning of Section 3(a) of the Investment Company Act or an entity which would be an “investment company” but for the exception provided for in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act; and
  • (e) The Investor’s ownership of the Coin will constitute beneficial ownership by “one person” for purposes of determining the number of persons who beneficially own securities of the Company for purposes of Section 3(c)(1) of the Investment Company Act (or such greater number as is indicated below).

    In the event that any of the representations set forth above in clauses (a)-(e) are not true with respect to the Investor, the Investor must identify the specific representation that is not true: In the event that any representation is not true the Company may require additional information about the Investor and/or its beneficial owners to verify the Investor’s suitability to invest in the Coins.

    For purposes of the foregoing, the following definitions shall apply: “committed capital” includes all amounts which have been contributed to the Investor by its shareholders, partners, members or other equity holders plus all amounts which such persons remain obligated to contribute to it. The term “recapitalized” shall include new investments made in the Investor solely for the purpose of financing its acquisition of the Coins and not made pursuant to a prior financing commitment.

UK Sophisticated and/or High Net Worth Representations

HIGH NET WORTH INVESTOR REPRESENTATIONS

I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-readily realisable securities. The exemption relates to certified high net worth investors and I declare that I qualify as such because at least one of the following applies to me: (i) I had, throughout the financial year immediately preceding the date below, an annual income to the value of £100,000 or more; (i) I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more.

Net assets for these purposes do not include: (a)·the property which is my primary residence or any money raised through a loan secured on that property;·(b)·any rights of mine under a qualifying contract of insurance; or·(c)·any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled.·

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-readily realisable securities.

SELF-CERTIFIED SOPHISTICATED INVESTOR STATEMENT

I declare that I am a self-certified sophisticated investor for the purposes of the restriction on promotion of non-readily realisable securities. I understand that this means: (i) I can receive promotional communications made by a person who is authorised by the Financial Conduct Authority which relate to investment activity in non-readily realisable securities;· (ii) The investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested.

I am a self-certified sophisticated investor because at least one of the following applies: (a)·I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below; (b)·I have made more than one investment in an unlisted company in the two years prior to the date below; (c)·I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; (d)·I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million.

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me seek advice from someone who specialises in advising on non-readily realisable securities.

Investor qualification – Global Offer

This Offer of Phigold Coins, pursuant to the terms of this Web Site, the White Paper and the Private Placement Memorandum is open to all investors residing in countries where this Offer is not prohibited. For UK and US investors certain limitations apply and please see the relevant investor qualifications.