{"text":"i\n4934-0255-8476.4\nName of Potential Limited member: \tCopy No:\nDIGIX HOLDING INC.\nGOLDN TOKEN OFFTAKE MEMORANDUM\n(Commercial Forward / Offtake Token Series)\n“RESERVE to DELIVERY STRATEGY“\nSTAGE 1 TOKEN: GOLDN_OT\nOffering of Up to 930,000,000 GOLDN_OT Tokens with an Initial Capital\nContribution of $.01975 per token\nThis Offtake Token Series Memorandum (this “Memorandum”) relates to the offer and sale of\nGOLDN Offtake Tokens (the “GOLDN_ OT” or “Tokens”) issued in connection with the commercial\nGOLDN Token Offtake Agreement for the forward purchase and delivery of refined gold bullion.\nThe Tokens are offered by Digix Holding Inc., a company organized under the laws of the Republic\nof Panama (the “Company” or “Digix”), an indirect subsidiary of Digix, Inc., a Delaware holding\ncompany (the “Parentco”), through its wholly owned Delaware subsidiaries Digix LLC (the\n“Intermediate Company”) and Digix Master Series LLC (the “Masterco”). Each designated Offtake\nToken Series constitutes a distinct commercial series of the Masterco created to administer the sale\nand delivery of gold under the applicable offtake schedule. The Company is offering for sale a total\nof 930,000,000 GOLDN_OT tokens.\nPurchasers will be required to subscribe for a Minimum of 5,000 (Five Thousand) GOLDN_OT\nTokens, representing ¼ (one quarter) troy ounce of refined gold. This minimum subscription\ncorresponds to a total Down Payment of USD $98.75, and a Deferred Payment of $288.75, which\nbecomes due upon delivery of the gold bullion, for a total purchase price of $387.50. Upon\ncompletion of the GOLDN_OT offering a total of approximately 980,000,000 Tokens will be issued\nand outstanding, on a fully diluted basis. GOLDN_OT Tokens will be issued upon purchase and\ndelivered to the Purchaser’s wallet of choice within 5 business days.\nEach GOLDN_OT Token represents a pre-paid offtake right for future refined bullion, secured by\n49,000 troy ounces of NI 43-101–certified gold reserves (see Exhibit G) contained within the San\nGregorio Vein of the Nieves Mine in Zacatecas, Mexico, which collateral is controlled by Digix and is\nbasis for this Offering.\nUnder Digix’s “Reserve-to-Delivery” strategy, gold bullion will be sourced from the Company’s six\nDigix Reyes–controlled and operated mining concessions—Iglesiani, Maripani, Flor, 6 de Agosto,\nTora, and Colosal 1 —encompassing approximately 9,758 acres of mineral-rich holdings in and\naround La Paz, Bolivia (collectively, the “Digix Reyes Mining Projects”). The ore extracted from\nthese concessions will be processed, refined, and converted into deliverable bullion, which will\nsatisfy the offtake obligations represented by the Tokens in accordance with the Offtake Agreement\n(Exhibit B)\nFor settlement purposes, 20,000 Tokens correspond to one (1) troy ounce of gold, offered under\nthis commercial offtake arrangement at a total forward price of US $1,550 per ounce, consisting of:\nSTAGE 1: GOLDN_OT TOKEN \t= $.01975/token (DOWN PAYMENT)\nSTAGE 2: GOLDN_SET TOKEN = $.05775/token (DEFERRED PAYMENT on DELIVERY)\nUpon completion of the Deferred Payment (the Stage 2 token payment) \tthe holder’s corresponding\nGOLDN_OT tokens shall be burned, and an equal quantity of GOLDN_SET Bullion Delivery Tokens (the\n“GOLDN_SET” Token) shall be minted and issued to such holder, signifying full satisfaction of the\ndeferred payment obligation and the holder’s right to allocation or delivery of the underlying bullion. If\na holder elects to receive physical delivery of the underlying bullion, the corresponding quantity of\nGOLDN_SET Tokens shall be burned upon confirmation of delivery, signifying the transfer of\n\n-- 1 of 79 --\n\nii\n4934-0255-8476.4\nownership of the refined bullion to the holder and the completion of all token-based rights\nassociated therewith.\nThe Tokens are designed as commercial offtake instruments evidencing the holder’s right to receive\nphysical gold; they do not represent equity, debt, or investment interests in any Digix entity, and\nconfer no rights to profits, dividends, or voting participation.\nDigix intends to make the Tokens transferable among verified, KYC-qualified participants through\nits internal digital exchange platform to provide secondary liquidity for bona-fide offtake\npurchasers. The Company may also use commercially reasonable efforts to obtain listings for the\nTokens on reputable third-party digital-asset trading venues that support delivery-backed\ncommodity tokens\nThe Offering will be conducted via https://Digixinc.io (the “Platform”) Each potential investor must\nsubscribe to purchase Tokens by completing and signing the Subscription Agreement attached as\nExhibit A hereto through the Digix Platform, together with any (i) exhibits and (ii) documents\nrequested by the Company and its agents, for the purpose of satisfying the Company’s due diligence\nobligations prior to the closing of the Offering and send full payment of any consideration to the\nCompany to effect its purchase of the Tokens. Investors will not be provided wire instructions until\ncompletion of Digix, Inc. Panama’s know- your-customer (KYC), anti-money laundering (AML), and\nReg S policies.\nThe Offering is made as defined in Regulation S promulgated under the Securities Act of 1933, as\namended (the “Securities Act”). While there is currently no public market for the Tokens, Digix is\nanticipating one to develop upon the completion of the Offering, or thereafter, on the Digixinc.io\ntrading platform and may choose to list the GoldN Token on competing platforms.\nAll references to dollars, or “$” refer to United States dollars.\nTHE TOKEN SERIES OFFERED HEREBY INVOLVES RISK. INVESTORS MUST BE PREPARED TO BEAR THE\nRISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A LOSS OF\nTHEIR INVESTMENT. SEE “RISK FACTORS.”\nPotential Conflicts of Interest. This Memorandum does not purport to identify all conflicts of interest. Digix\nHolding, Inc .may offer other token series through other vehicles that may be controlled by the Company.\nThose investments may be of a different class or type, with different rights and preferences, than those offered\nherein. Those other vehicles may have rights of first refusal, preemptive rights, voting rights or other rights in\nrespect of the investment. Those investments may be of a different class or type, with different rights and\npreferences, than those offered herein.\nClosing Requirements. In order to complete the closing process in this Offering, each investor may be\nrequired to complete such documentation as may be requested by Digix, which may include, without\nlimitation: (1) the execution and delivery of a Subscription Agreement; (2) completion of purchaser\nqualification requirements (status as an Accredited Investor under Regulation D and KYC/AML or KYB (if\napplicable) screening requirements); (3) clearance from Parentco and affiliates and Digix Holding, Inc.’s best\ninterest requirements, and (4) confirmation by Digix receipt \tof \tfunds \t(collectively, \tthe \t“Closing\nRequirements”).\n1 Digix Reyes S.A. Bolivia has reached an agreement in principle with Colosal, with execution of a final definitive\nagreement anticipated on or about December 15, 2025. There can be no assurance that the agreement will be\nexecuted on this date or on the terms currently contemplated.\n\n-- 2 of 79 --\n\niii\n4934-0255-8476.4\nTHE TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS\nOF ANY STATE OR FOREIGN JURISDICTION AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR\nSOLD EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY THE SECURITIES ACT\nAND \tREGULATION \tD, \tPROMULGATED THEREUNDER, \tAND \tCOMPARABLE \tEXEMPTIONS \tFROM\nREGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS. THE UNITS HAVE NOT BEEN\nREVIEWED \tOR \tRECOMMENDED \tBY \tANY \tFEDERAL \tOR \tSTATE \tSECURITIES \tCOMMISSION \tOR\nREGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED\nTHE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION\nTO THE CONTRARY IS A CRIMINAL OFFENSE.\n930,000,000 Tokens \tPrice\nPer Token \t$.01975\nMaximum Gross Proceeds \t$18,367,500\nThe date of this Memorandum is December 1, 2025\n\n-- 3 of 79 --\n\niv\n4934-0255-8476.4\nName of Potential Limited member: \tCopy No:\nCONFIDENTIAL COMMERCIAL MATERIALS\nREPRODUCTION PROHIBITED\nREPRODUCTION OR DISTRIBUTION OF ANY PORTION OF THESE MATERIALS WITHOUT THE\nPRIOR \tWRITTEN \tCONSENT \tOF \tDIGIX \tHOLDING \tINC. \t(THE \t“COMPANY”) \tIS \tSTRICTLY\nPROHIBITED. THIS MEMORANDUM HAS BEEN PREPARED BY THE COMPANY SOLELY FOR USE IN\nCONNECTION WITH THE PROPOSED GOLDN TOKEN OFFTAKE AGREEMENT (THE “OFFTAKE\nAGREEMENT”) \tAND \tTHE \tASSOCIATED \tCOMMERCIAL \tFORWARD \tSALE \tOF \tGOLD \t(THE\n“OFFERING”). \tTHE \tCOMPANY \tIS \tSOLELY \tRESPONSIBLE \tFOR \tTHE \tCONTENTS \tOF \tTHIS\nMEMORANDUM.\nNATURE OF THE OFFERING\nTHIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN\nOFFER TO BUY GOLDN TOKENS (THE “TOKENS”) BY ANY PERSON IN ANY JURISDICTION WHERE\nSUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE TOKENS EVIDENCE PRE-PAID\nOFFTAKE RIGHTS FOR THE FUTURE DELIVERY OF REFINED GOLD BULLION PURSUANT TO A\nCOMMERCIAL FORWARD-DELIVERY CONTRACT. THE TOKENS DO NOT CONSTITUTE SHARES,\nEQUITY, DEBT OR ANY OTHER FORM OF SECURITY OR INVESTMENT INSTRUMENT.\nNEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL,\nUNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT\nAS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN\nTHE AFFAIRS OF THE COMPANY AFTER SUCH DATE. NOTHING CONTAINED HEREIN SHOULD BE\nRELIED UPON AS A PROMISE OR REPRESENTATION REGARDING FUTURE PRODUCTION OR\nPERFORMANCE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR\nREVISE THIS MEMORANDUM.\nCOMPANY RESPONSIBILITY AND LIMITATION OF LIABILITY\nTHE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR REPRESENTATIONS,\nEXPRESS OR IMPLIED, CONTAINED IN, OR FOR OMISSIONS FROM, THIS MEMORANDUM OR ANY\nOTHER WRITTEN OR ORAL COMMUNICATION TRANSMITTED TO ANY PROSPECTIVE PURCHASER\nIN THE COURSE OF EVALUATING THE OFFERING. UNTIL EXECUTION OF A DEFINITIVE\nSUBSCRIPTION AND OFFTAKE AGREEMENT, THE COMPANY RESERVES THE ABSOLUTE RIGHT, IN\nITS SOLE DISCRETION, TO MODIFY OR AMEND THE TERMS OF THE OFFERING, APPROVE OR\nREJECT ANY PROSPECTIVE PURCHASER, ACCEPT OR REJECT ANY SUBSCRIPTION IN WHOLE OR\nIN PART, OR WITHDRAW THE OFFERING ENTIRELY, WITHOUT LIABILITY OF ANY KIND.\nDUE DILIGENCE AND INFORMATION ACCESS\nTHIS MEMORANDUM SUMMARIZES CERTAIN PROVISIONS OF OPERATIVE DOCUMENTS AND\nAGREEMENTS. SUCH SUMMARIES ARE NOT COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY\nBY REFERENCE TO THE FULL TEXTS OF THOSE DOCUMENTS. COPIES OF THE UNDERLYING\nAGREEMENTS AND TECHNICAL REPORTS ARE AVAILABLE UPON REASONABLE REQUEST.\nPROSPECTIVE PURCHASERS ARE EXPECTED TO CONDUCT THEIR OWN INDEPENDENT REVIEW\nOF THE COMPANY, THE OFFTAKE AGREEMENT, AND THE COMMERCIAL AND OPERATIONAL\nRISKS INVOLVED.\n\n-- 4 of 79 --\n\nv\n4934-0255-8476.4\nCONFIDENTIALITY AND USE\nTHIS MEMORANDUM IS PERSONAL TO EACH OFFEREE AND MAY NOT BE REPRODUCED,\nDISTRIBUTED, OR DISCLOSED TO ANY PERSON OTHER THAN THE RECIPIENT’S PROFESSIONAL\nADVISORS DIRECTLY INVOLVED IN EVALUATING PARTICIPATION IN THE OFFTAKE AGREEMENT.\nBY ACCEPTING THIS MEMORANDUM, EACH RECIPIENT AGREES (1) NOT TO DISCLOSE THE FACT\nTHAT IT HAS RECEIVED THIS MEMORANDUM OR ANY RELATED INFORMATION, (2) TO USE THIS\nMEMORANDUM SOLELY FOR THE PURPOSE OF EVALUATING PARTICIPATION IN THE OFFTAKE\nAGREEMENT, AND (3) TO RETURN OR DESTROY THIS MEMORANDUM AND ALL RELATED\nDOCUMENTS IF IT ELECTS NOT TO PARTICIPATE OR IF THE OFFERING IS WITHDRAWN.\nREGULATORY STATUS\nTHE TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT\nOF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR\nFOREIGN JURISDICTION. THE OFFERING IS MADE SOLELY AS A COMMERCIAL FORWARD SALE OF\nA COMMODITY (GOLD) IN RELIANCE UPON AVAILABLE EXEMPTIONS FROM REGISTRATION.\nTOKENS MAY BE OFFERED AND SOLD ONLY TO NON-U.S. PERSONS (AS DEFINED IN REGULATION\nS) OR TO PERSONS OTHERWISE QUALIFIED UNDER AN APPLICABLE EXEMPTION.\nTOKENS MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN COMPLIANCE WITH THE OFFTAKE\nAGREEMENT, \tTHE \tOPERATING \tAGREEMENT \tOF \tDIGIX \tMASTER \tSERIES \tLLC, \tAND \tALL\nAPPLICABLE LAWS. TOKENS ARE TRANSFERABLE ONLY AMONG VERIFIED, KYC-QUALIFIED\nPARTICIPANTS.\nTHE TOKENS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND\nEXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR ANY OTHER REGULATORY\nAUTHORITY. NO SUCH AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS\nCOMMERCIAL OFFERING OR THE ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO\nTHE CONTRARY IS UNLAWFUL.\nPURCHASER ACKNOWLEDGMENTS\nBY SUBSCRIBING FOR TOKENS, EACH PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS\nACQUIRING THE TOKENS SOLELY FOR THE PURPOSE OF TAKING DELIVERY OF PHYSICAL GOLD\nBULLION UNDER THE OFFTAKE AGREEMENT AND NOT AS AN INVESTMENT OR WITH AN\nEXPECTATION \tOF \tPROFIT \tFROM \tTHE \tEFFORTS \tOF \tOTHERS; \tTHAT \tIT \tHAS \tHAD \tTHE\nOPPORTUNITY TO REQUEST AND REVIEW ADDITIONAL INFORMATION NECESSARY TO VERIFY\nTHE ACCURACY OF THE DATA PROVIDED; AND THAT NO PERSON HAS BEEN AUTHORIZED TO\nMAKE ANY STATEMENT OR REPRESENTATION CONCERNING THE COMPANY OR THE TOKENS\nOTHER THAN AS SET FORTH IN THIS MEMORANDUM AND THE OFFTAKE AGREEMENT.\nINTERNATIONAL COMPLIANCE\nIT IS THE RESPONSIBILITY OF ANY PERSON OUTSIDE THE UNITED STATES WHO WISHES TO\nPARTICIPATE IN THE OFFERING TO COMPLY WITH ALL APPLICABLE LAWS OF ANY RELEVANT\nJURISDICTION, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR REGULATORY\nCONSENTS AND OBSERVING ANY OTHER FORMALITIES.\nFORWARD-LOOKING STATEMENTS\nSTATEMENTS REGARDING FUTURE OPERATIONS, PRODUCTION, OR DELIVERY SCHEDULES ARE\nFORWARD-LOOKING AND SUBJECT TO SIGNIFICANT RISKS AND UNCERTAINTIES. ACTUAL\nRESULTS MAY DIFFER MATERIALLY. PROSPECTIVE PURCHASERS SHOULD CAREFULLY REVIEW\nTHE RISK FACTORS CONTAINED IN THIS MEMORANDUM AND THE OFFTAKE AGREEMENT\nBEFORE \tSUBSCRIBI\n\n-- 5 of 79 --\n\nvi\n4934-0255-8476.4\n(Blank Page)\n\n-- 6 of 79 --\n\nvii\n4934-0255-8476.4\nPROCEDURES FOR SUBSCRIBING — GOLDN_OT TOKEN OFFTAKE AGREEMENT\nThe Company intends to market this Offtake Offering through the Digix Platform and directly to qualified\ncommercial participants seeking forward delivery of physical gold bullion. \tSubscriptions will be\naccepted solely from verified, KYC-approved purchasers (the “Offtakers”) who execute a GOLDN_OT\nToken Subscription Agreement and Offtake Agreement in the form provided by the Company.\nThe Company may conduct an initial closing on any number of accepted subscriptions for Tokens at\nany time during the Offering once it has received confirmation of eligibility and completion of\nonboarding requirements under the Digix Platform’s compliance procedures. \tThereafter, the\nCompany may hold one or more additional closings until the Offering is fully subscribed or the\nCompany determines to cease accepting further subscriptions.\nProceeds will be closed and applied based on the minimum initial subscription threshold established\nunder the Company’s commercial plan. The timing of additional closings following the initial closing\nmay be determined by the Company in its discretion, taking into account (i) aggregate proceeds received,\n(ii) operational milestones within the Digix Reserve-to-Vault schedule, and (iii) logistical readiness for\ndelivery or storage allocation.\nEach subscription for Tokens constitutes a binding commitment to purchase the corresponding\nquantity of gold under the Offtake Agreement. Subscriptions are subject to acceptance by the\nCompany, which reserves the right, in its sole discretion, to reject any application in whole or in\npart. \tUpon acceptance by the Company, the subscription becomes irrevocable, and the non-\nrefundable down-payment component is immediately due and payable in accordance with the\nexecuted Offtake Agreement.\nNeither Digix Holding Inc., Digix Master Series LLC, nor any of their affiliates has made, or is\nobligated to make, any representation or warranty as to the desirability, advisability, or financial\nperformance of entering into this Offtake Agreement or acquiring Tokens. Participation in this\nOffering constitutes a commercial purchase of a physical commodity for future delivery, and not an\ninvestment in a security or financial instrument. Each prospective purchaser must rely solely upon\nits own commercial judgment and independent due diligence in evaluating this Offering.\n\n-- 7 of 79 --\n\nviii\n4934-0255-8476.4\nFORWARD-LOOKING STATEMENTS\nThis Memorandum contains certain forward-looking statements relating to the Company’s\nplanned mining, processing, and delivery activities, including anticipated production volumes,\ndevelopment timelines, operating costs, reserve conversion plans, and logistics associated with\nfulfilling the GoldN Token Offtake Agreement. \tForward-looking statements typically can be\nidentified by the use of words such as “may,” “could,” “would,” “will,” “anticipate,” “estimate,”\n“should,” \t“expect,” \t“believe,” \t“intend,” \t“target,” \t“plan,” \t“project,” \t“forecast,” \tand \tsimilar\nexpressions. Forward-looking statements may also include statements relating to projected capital\nexpenditures, throughput capacity, mine life, and other operational metrics.\nThe forward-looking statements in this Memorandum are based upon management’s current\nbeliefs, assumptions, and expectations regarding the Company’s future operations and operating\nenvironment, taking into account information presently available. \tThese statements are not\nstatements of historical fact. Forward-looking statements involve risks and uncertainties, some of\nwhich are not currently known to the Company’s management, that may cause actual operational\nresults, production levels, delivery timing, or cost structure to differ materially from those\nexpressed or implied in any forward-looking statements.\nA variety of factors that could cause actual results to differ materially include, among others,\ngeological risk, mining and processing performance, equipment availability, permitting and\nregulatory approvals, changes in applicable law, political and social conditions in the jurisdictions\nof operation, gold price volatility, logistics and transportation constraints, force majeure events,\nand the other factors disclosed under “RISK FACTORS” in this Memorandum.\nAll forward-looking statements attributable to the Company or to persons acting on its behalf are\nexpressly qualified in their entirety by these cautionary factors. The Company undertakes no\nobligation to update or revise any forward-looking statements, except as may be required under\napplicable law, whether as a result of new information, future events, or otherwise. The foregoing\nfactors, and the risks described under “RISK FACTORS,” should be carefully considered in\nevaluating the Company’s ability to carry out its mining and offtake obligations and in assessing the\ncommercial risks associated with participation in the Offtake.\nAll communications or inquiries relating to the Company and this Offtake Offering should be\ndirected to the following individuals:\nContacts:\nPhilip A. Falcone\nCEO\nEmail: Pfalcone@digixinc.io\nSharon Knoller\nCOO/Marketing\nEmail: Sknoller@digixinc.io\nOr:\nINFO@GoldnDigital.io\n\n-- 8 of 79 --\n\nix\n4934-0255-8476.4\nTABLE OF CONTENTS\nEXECUTIVE SUMMARY_______________________________________1\nKEY DEFINITIONS____________________________________________ 3\nA. COMPANY STRUCTURE____________________________8\nB. DIGIX HOLDING INC. PANAMA___________________ 9\nC. TOKEN COMMERICIAL STRUCTURE_____________9\nD. TOKEN CUSTODY_________________________________ 22\nE. THE GOLDN_OT AND GOLDN_SET TOKENS____ 22\nF. TOKEN COLLATERAL_____________________________ 26\nG. DIGIX REYES CONTROLLED MINES____________ 28\nH. MINING AND PROCESSING_______________________ 33\nI. \tSECURITY, LOGISTICS ____________________________ 34\nJ. \tCHAIN OF CUSTODY AND VERIFICATION______ 36\nK. AUDIT/OWNERSHIP VALIDATION_____________ 39\nL. DIGIX REYES MINING STRUCTURE__________ \t39\nM. INSURANCE, LIABILITY, RISK FRAMEWORK__ 41\nN. CORPORATE MANAGEMENT_____________________44\nRISK FACTORS________________________________________ 45\nRISK MITIGATION____________________________________ 48\nUSE OF PROCEEDS____________________________________ 51\nSUMMARY OF DIGIX HOLDING OPER. AGR_______ 52\nDIGIX, INC. BUSINESS PLAN_________________________ 55\nKEY FEATURES OF OFFTAKE AGREEMENT_______ 57\nPROJECT MILESTONE________________________________ 59\nEXHIBIT A \tGOLDN_OT SUBSCRIPTION AGREEMENT\nEXHIBIT B \tGOLDN TOKEN OFFTAKE AGREEMENT\nEXHIBIT C \tDIGIX PANAMA ARTICLES\nEXHIBIT D \tDIGIX, INC. FORMATION DOCUMENTS\nEXHIBIT E \tREYES MINING S.A.AGREEMENT\nEXHIBIT F \tGOLDN TOKEN WHITEPAPER\nEXHIBIT G \tTOKEN RESERVES NI 43-101 CERTIFICATION\nEXHIBIT H \tTRUST AGREEMENT\n\n-- 9 of 79 --\n\n1\n4934-0255-8476.4\nExecutive Summary\nThis Offtake Memorandum introduces the GOLDN_OT Token, a pioneering commercial forward-sale\nstructure that enables qualified purchasers to pre-purchase future delivery of refined gold bullion at a\nfixed forward price, supported by certified in-ground reserves and the Company’s active mining\noperations.\nUnder this structure, participants acquire prepaid offtake rights to gold reserves initially secured by\n43-101–certified resources from the San Gregorio Vein (Nieves Mine, Mexico) and subsequently\nfulfilled through production from the Digix Reyes–controlled concessions of Iglesiani, Maripani, Flor, 6\nde Agosto, Tora, and Colosal, located across approximately 9,758 acres of mineral-rich ground in and\naround La Paz, Bolivia (collectively, the “Digix Reyes Mining Projects”).\nEach Token represents a fractional offtake entitlement equal to 0.00005 troy ounces of gold. For\nsettlement purposes, 20,000 Tokens correspond to one (1) troy ounce of refined bullion, offered under\nthe Offtake Agreement at a total forward price of US $1,550 per ounce. This price consists of:\n• \ta non-refundable down-payment of US $395 per ounce payable at subscription; and\n• \ta deferred balance of US $1,155 per ounce, payable when the corresponding bullion is available for\nphysical delivery or allocated vault storage.\nAs production proceeds, the underlying collateral transitions from certified in-ground reserves to\nrefined bullion, completing Digix’s “Reserve-to-Delivery” process. The Company anticipates initial\nmining and refining operations to commence within approximately four to five months following\ncompletion of the initial subscription round, with progressive deliveries beginning shortly thereafter\nand full fulfillment of approximately 49,000 ounces expected within an estimated 24-month period.\nThroughout the production and delivery cycle, token holders maintain continuous exposure to\nidentified, fully collateralized gold reserves, with rights to take delivery of bullion at the agreed\nforward price. This structure provides participants with a commercially certain acquisition price for\ngold, while the offtake collateralization ensures each Token remains directly linked to measurable\nproduction capacity and output.\nThis Memorandum outlines the pricing framework, issuance and delivery mechanics, purchaser\nsafeguards, and the progressive collateralization process by which in-ground reserves are converted\ninto deliverable gold. Tables and schedules describe how offtake entitlements are fulfilled in successive\ndelivery tranches, the schedule for down-payment and balance settlement, and the operational\nmilestones governing refinery output and vault allocation.\nA section titled Key Risks highlights operational, logistical, and commodity-market factors that could\naffect mining or delivery timelines. A Disclaimer section details the limitations of this Memorandum,\nwhile the Offtake Agreement sets forth the binding commercial terms governing purchase, delivery,\nand title transfer.\n\n-- 10 of 79 --\n\n2\n4934-0255-8476.4\nThe following material is intended to summarize information contained\nelsewhere in this Memorandum. This summary is qualified in its entirety by\nexpress reference to this Memorandum and the materials referred to and\ncontained herein. Each prospective purchaser should carefully review the\nentire Memorandum and all materials referred to herein and conduct his, her\nor its own due diligence before\n\n-- 11 of 79 --\n\n3\n4934-0255-8476.4\nKey Definitions\n“Aggregation and Pooling Rights” means the right of the Seller, acting in its reasonable discretion, to\naggregate or pool fractional Token entitlements of multiple Buyers or holders for the purpose of achieving\nMinimum Deliverable Units of refined gold bullion for delivery or vault allocation.\nBullion so aggregated or pooled shall be held in Allocated Vault Storage on a pro-rata basis for the\nparticipating holders, each of whom shall retain beneficial ownership of a fractional undivided interest\ncorresponding to their respective holdings.\nAggregation and Pooling shall not affect the total bullion entitlement of any holder and shall be conducted\nsolely to facilitate settlement efficiency, storage management, and delivery logistics in accordance with this\nOfftake Agreement.\n“Allocated Vault Storage” means the segregated and specifically identifiable storage of refined gold\nbullion at an accredited vaulting facility designated by the Seller, held for the account and benefit of the Buyer.\nBullion held under Allocated Vault Storage shall be (i) stored separately from the general holdings of the vault\noperator and the Seller, (ii) recorded by serial number or unique bar identifier, and (iii) fully insured against\nloss, theft, or damage under the vault operator’s insurance policy.\nTitle to bullion held in Allocated Vault Storage shall remain with the Buyer, subject to lien or encumbrance\nonly as expressly provided in this Agreement. Storage and insurance fees, if applicable, shall be borne by the\nBuyer in accordance with this agreement.\n“Burned”or“Burn” means the permanent extinguishment and removal of a Token from the distributed\nledger or Payment Ledger, whether through an on-chain burn transaction, administrative nullification, or\nsimilar process, such that the Token ceases to exist and confers no further ownership, economic, or delivery\nrights.\nFor the avoidance of doubt, the burning of Tokens shall serve as conclusive evidence of settlement, including\n(i) satisfaction of the holder’s payment obligations in the case of GOLDN_OT Tokens, and (ii) completion of\nphysical delivery or vault allocation in the case of GOLDN_SET Tokens.\n“Default” or “Event of Default” means the occurrence of any one or more of the following:\n(a) Non-Payment — the Buyer fails to make the Deferred Payment or any other payment required under this\nAgreement within the time period specified in the Delivery Window;\n(b) Failure to Elect Delivery — the Buyer fails to provide written notice of its election for Physical Delivery or\nVault Allocation within thirty (30) days of being notified that the Product is available;\n(c) Breach of Agreement — the Buyer breaches any representation, warranty, covenant, or obligation under\nthis Agreement and fails to cure such breach within ten (10) business days after written notice; or\n(d) Unauthorized Transfer or Violation — the Buyer transfers Tokens, or otherwise acts, in a manner that\nviolates applicable law, this Agreement, or any restrictions on Token use or transfer.\nA Default under this Agreement shall not relieve the Buyer from liability for unpaid amounts or damages\nincurred by the Seller as a result of such Default.\n\n-- 12 of 79 --\n\n4\n4934-0255-8476.4\n“Deferred Payment Date” means the date that is sixty (60) calendar days following the posting and\nissuance of the Delivery Written Notice marking the final day by which the Buyer must remit to the Seller the\nremaining balance of the Deferred Payment corresponding to the Buyer’s offtake entitlement.\nThe Deferred Payment Date period begins upon issuance of the Delivery Written Notice and runs concurrently\nwith the Election Period. Full payment of the Deferred Payment by or before the Deferred Payment Date is a\ncondition precedent to (i) Token conversion from GOLDN_OT to GOLDN_SET, and (ii) transfer of title and ‘risk\nof loss’ in the refined bullion.\n“Deferred Payment” means the remaining portion of the fixed Forward (Offtake) Purchase Price ($1,550),\npayable by the Buyer to the Seller and calculated in the amount of One Thousand One Hundred Fifty-Five United\nStates Dollars (US $1,155.00) per troy ounce, applied on a fractional, pro-rata basis to the number of GOLDN_OT\nTokens purchased. Accordingly, the Deferred Payment amount will vary according to each Buyer’s subscription size\nbut shall not be less than the minimum Deferred Payment associated with the mandatory minimum subscription of\n5,000 Tokens (representing one-quarter (¼) of a troy ounce), being US $288.75. The Deferred Payment becomes due\nand payable only upon written notification by the Seller that the corresponding full refinement in the aggregate of\n49,000 oz. has been completed and the bullion has been delivered into an LBMA-standard vault and is available for\nallocation or physical delivery to all purchasers.\n“Delivery Window” means the contractual period within which the Buyer must complete settlement and\nelect delivery of the Product. The Delivery Window shall begin on the date of the Seller’s written notice\nconfirming that the refined bullion corresponding to the Buyer’s offtake entitlement has been produced and\ndelivered to the vault and shall remain open for thirty (30) calendar days from such notice (the “Delivery\nWindow”) for the Election and sixty (60) calendar days for final payment.\nDuring the Delivery Window, the Buyer shall (i) remit the applicable Deferred Payment, and (ii) elect in\nwriting whether to receive physical delivery or vault allocation. Failure to complete both within the Delivery\nWindow shall result in automatic vault allocation in accordance with Section F.6. Default and Forfeiture.\n“Delivery Written Notice” means a formal written notification issued by the Seller to the Buyer\nconfirming that the refined gold bullion corresponding to the Buyer’s offtake entitlement has been fully\nprocessed, verified, and deposited into the designated LBMA-accredited vault, and is available for physical\ndelivery or vault allocation. Such notice shall be (i) posted on the Digix Platform Dashboard, and (ii)\ntransmitted electronically to the Buyer at the contact details on file.\nThe date of posting and transmission of the Delivery Written Notice shall constitute the commencement of the\nElection Date, upon which the Buyer must make its delivery election, and the Deferred Payment Date, being the\nfirst day of the period during which the Buyer must pay the Deferred Payment in full in accordance with this\nAgreement.\n“Down Payment” means the initial, non-refundable portion of the Forward \t(Offtake) Purchase Price,\ncalculated as US $395.00 per troy ounce of Product, applied on a fractional, pro-rata basis to the number of\nGOLDN_OT Tokens purchased by the Buyer. Because the Down Payment is proportional to the number of\nTokens subscribed for, the payable amount may be higher or lower depending on subscription size, but in no\nevent shall it be less than the amount corresponding to the mandatory minimum subscription of 5,000 Tokens\n(representing one-quarter (1/4) troy ounce) being US $98.75.\nThe Down Payment constitutes consideration for the Buyer’s pre-paid offtake right and shall be fully earned by\nthe Seller upon receipt, irrespective of any subsequent market fluctuations or operational changes. The Down\nPayment is applied toward the total Forward Purchase Price but shall not be refundable under any\ncircumstances other than material breach by the Seller.\n\n-- 13 of 79 --\n\n5\n4934-0255-8476.4\n“Election Date” The Election Date represents the commencement of the Buyer’s thirty (30)-day period in\nwhich the Buyer must elect, in writing, either (i) Physical Delivery of the corresponding bullion, or (ii)\nAllocated Vault Storage under the Digix custody program. Failure by the Buyer to make such election within\nthirty (30) calendar days following the Election Date shall be deemed an election of Allocated Vault Storage by\ndefault.\n“FOB” or “Freight On Board” means that title to and risk of loss of the Product shall pass from the Seller\nto the Buyer at the time and place of delivery as specified by the Seller in the Delivery Notice, including\ndelivery to an accredited vault, refinery, or carrier designated by the Buyer.\nAll costs of transportation, insurance, export documentation, and related charges shall be borne by the Buyer.\nUnless otherwise agreed in writing, delivery shall be FOB Vault, meaning title and risk of loss transfer upon\nphysical placement of the refined bullion into the Buyer’s designated vault account or to its appointed carrier.\n“Fractional Delivery” or “Fractional Settlement” means the settlement of Token holdings or offtake\nentitlements representing less than the Minimum Deliverable Unit of one (1) troy ounce of refined gold bullion.\nSuch settlement shall occur through one or more of the following mechanisms, as determined by the Seller:\n(a) Vault Allocation — the fractional entitlement shall remain recorded and credited to the holder’s vault\naccount;\n(b) Pooled Delivery — fractional entitlements may be aggregated with those of other holders to form\ndeliverable ounces, with each participant receiving its pro-rata share; or\n(c) Cash-in-Lieu or Digital Settlement — in cases where physical or pooled delivery is impractical, the Seller\nmay settle the fractional position in equivalent monetary value or digital bullion credits.\nFractional Settlement shall constitute final satisfaction of the holder’s entitlement for the corresponding\nTokens, which shall be burned upon completion of such settlement.\n“Force Majure” For the purposes of this Agreement, Force Majeure means any event or circumstance\nbeyond the reasonable control of the affected party which prevents, delays, or materially hinders the\nperformance of its obligations under this Agreement, including but not limited to:\n• \tacts of God (such as flood, earthquake, or storm);\n• \tfire, explosion, or environmental disaster;\n• \twar, civil commotion, terrorism, or sabotage;\n• \tembargoes, blockades, or export restrictions;\n• \tacts or omissions of governmental authorities;\n• \tstrikes, lockouts, or other industrial disputes not limited to the workforce of the affected party;\n• \tunavailability or breakdown of transportation, refinery, or vaulting infrastructure; and\n• \tclosure or suspension of financial or logistics systems necessary for settlement or delivery.\n• \tFinancial distress, changes in market prices, or lack of funds shall not constitute Force Majeure. Payment\nobligations that have already become due and payable shall remain enforceable notwithstanding any Force\nMajeure event.\n“Fractional Entitlement” means the pro-rata interest or divisible portion of a troy ounce of refined gold\nbullion represented by a single Token, calculated on the basis of twenty thousand (20,000) Tokens equating to\none (1) troy ounce of gold.\nFractional Entitlements represent measurable offtake interests and delivery rights under this Agreement and\nmay be aggregated by a holder to meet the minimum deliverable quantity for physical delivery or vault\nallocation. Fractional Entitlements shall be fungible and transferable in digital form but do not constitute\nphysical delivery rights unless and until the minimum deliverable threshold has been met and all applicable\npayments have been completed.\n\n-- 14 of 79 --\n\n6\n4934-0255-8476.4\n“Fungibility” means the interchangeable and non-differentiated character of the Tokens issued pursuant to\nthis Agreement, such that each Token confers the same fractional offtake entitlement to refined gold bullion as\nevery other Token, irrespective of the time of issuance, purchase consideration, or method of acquisition.\nAll Tokens of the same class (including, without limitation, GOLDN_OT Tokens and GOLDN_SET Tokens)\nshall be deemed fungible for all purposes of this Agreement, including allocation, settlement, transfer, pooling,\nand vault accounting. No Token shall have priority, seniority, or preference over another of the same class.\n“GOLDN_OT” or “Offtake Token” means the digital token issued by the Seller to the Buyer upon receipt of\nthe Down Payment, representing a partially paid, pre-paid offtake interest in refined gold bullion to be\nproduced and delivered under this Agreement.\nEach GOLDN_OT Token constitutes a digital record of the Buyer’s Fractional Entitlement and associated\nDeferred Payment obligation, and remains outstanding until such obligation is fully satisfied, at which time it\nshall be burned and replaced with a GOLDN_SET Token. GOLDN_OT Tokens confer a fractional entitlement to\nphysical bullion upon completion of the Deferred Payment obligation.\n“GOLDN_SET” “or “Settled Token” means the digital token issued by the Seller to the Buyer upon full\npayment of the Deferred Purchase Price, evidencing a fully satisfied, delivery-eligible offtake right in refined\ngold bullion corresponding to the Buyer’s Fractional Entitlement.\nThe issuance of GOLDN_SET Tokens shall occur upon or immediately following the burning of the\ncorresponding GOLDN_OT Tokens and shall constitute conclusive proof of settlement and payment in full\nunder this Agreement. GOLDN_SET Tokens entitle the holder, at its election and expense, to either (i) physical\ndelivery of bullion or (ii) vault allocation under the Company’s accredited custody program.\n“Minimum Deliverable Unit” means the minimum aggregate quantity of refined gold bullion for which\nthe Buyer may request physical delivery under this Agreement, being one (1) troy ounce of gold, represented\nby twenty thousand (20,000) Tokens.\nHolders whose total Token holdings represent less than one (1) troy ounce shall not be entitled to individual\nphysical delivery but may (i) maintain such fractional entitlements in the Company’s vault allocation program,\nor (ii) participate in pooled delivery arrangements, as determined by the Company from time to time.\n“Minted” “Minted” or “Minting” means the creation, issuance, and registration of a Token on the\nCompany’s blockchain or Payment Ledger system, resulting in a new and unique digital record representing\nthe holder’s contractual interest under this Agreement.\nA Token shall be deemed Minted when it has been (i) recorded as an active Token on the Payment Ledger, (ii)\nassigned a unique identifier linked to the holder’s digital address or account, and (iii) acknowledged by the\nCompany as validly issued in accordance with this Agreement. Minted Tokens constitute conclusive evidence\nof issuance and the holder’s corresponding economic or delivery entitlement, subject to applicable payment\nand performance conditions.\n“Offtake Quantity” means, as applicable: (i) the aggregate volume of refined gold bullion covered by this\nAgreement and available for delivery under the offtake arrangement, being forty-nine thousand (49,000) troy\nounces of gold (the “Total Offtake Quantity”); and\n(ii) with respect to each Buyer, the portion of such Total Offtake Quantity corresponding to the Buyer’s\nsubscription and number of Tokens purchased, as recorded on the Payment Ledger.\nThe Offtake Quantity determines each Buyer’s Fractional Entitlement and the corresponding number of\nTokens representing such entitlement. Adjustments to the Offtake Quantity may occur only as expressly\nprovided in this Agreement, including substitutions of collateral, force majeure, or production variations.\n\n-- 15 of 79 --\n\n7\n4934-0255-8476.4\n“Offtake Price” or “Forward Purchase Price” means the aggregate price per troy ounce of product\nagreed to be paid by the Buyer to the Seller under this Agreement, fixed at One Thousand Five Hundred Fifty\nUnited States Dollars (US $1,550.00) per troy ounce, payable as follows:\n(a) an initial Down Payment of US $395.00 per troy ounce, due upon execution of this Agreement or\nsubscription for Tokens; and\n(b) a subsequent Deferred Payment of US $1,155.00 per troy ounce, due upon written notice from the Seller\nconfirming that the refined bullion corresponding to the Buyer’s offtake entitlement has been delivered to the\nvault and is available for delivery or allocation.\nThe Offtake Price shall be non-variable and fixed for the term of this Agreement, and the Buyer shall remain\nobligated to pay the Deferred Payment regardless of fluctuations in the prevailing spot price of gold.\n“Optional Settlement for Fractional Balances” means the right of the Seller, at its discretion and in\naccordance with applicable law, to settle Token holdings or offtake entitlements below the Minimum\nDeliverable Unit of one (1) troy ounce of refined gold bullion through one or more of the following means:\n(a) Vault Allocation — retaining the fractional position within the Company’s Allocated Vault Storage program\nuntil aggregated to a deliverable unit;\n(b) Pooled Settlement — aggregating the fractional positions of multiple holders into a deliverable unit and\nmaintaining each holder’s pro-rata entitlement in Allocated Vault Storage; or\n(c) Cash or Digital Equivalent Payment — settling the fractional balance by remitting the equivalent monetary\nvalue or digital bullion credit, based on the prevailing spot price at the time of settlement.\nAny such settlement shall constitute full and final discharge of the Seller’s obligations with respect to the\nsettled fractional Token balance, and the corresponding Tokens shall be permanently burned upon completion.\n“Physical Delivery” means the tender and transfer of possession of refined gold bullion by the Seller to the\nBuyer, pursuant to the Buyer’s written election during the Delivery Window and subject to payment in full of\nthe Deferred Purchase Price.\nPhysical Delivery shall be deemed completed when (i) the bullion corresponding to the Buyer’s offtake\nentitlement is made available at the designated vault, refinery, or other approved delivery point, and (ii) title\nand risk of loss pass to the Buyer in accordance with terms of this agreement. “\nThe Buyer shall be responsible for all costs associated with shipment, insurance, taxes, duties, or export\ndocumentation beyond the designated FOB point. Once Physical Delivery is confirmed, the corresponding\nGOLDN_SET Tokens shall be permanently burned, signifying final settlement and transfer of title and risk.\n“Tokens” means a digitally created record issued by or on behalf of the Seller on the Company’s authorized\ndistributed ledger or Payment Ledger system, representing a fractional offtake right to refined gold bullion to\nbe mined, refined, and delivered under this Agreement.\nEach Token corresponds to a Fractional Entitlement of gold, calculated on the basis of twenty thousand\n(20,000) Tokens equating to one (1) troy ounce of gold. Tokens are issued in two stages:\n(a) GOLDN_OT Tokens (Offtake Tokens), representing paid pre-paid offtake rights pending completion of the\nDeferred Payment; GOLDN_OT Tokens will be issued upon purchase and delivered to the Purchaser’s\nwallet of choice within 5 business days and\n(b) GOLDN_SET Tokens (Settled Tokens), representing fully paid and delivery-eligible bullion entitlements\nissued upon completion of the Deferred Payment.\nTokens are commercial in nature and confer contractual rights to delivery of physical or vaulted bullion, not\nownership or equity in the Seller or its affiliates.\nOther capitalized terms have meanings assigned in context.\n\n-- 16 of 79 --\n\n8\n4934-0255-8476.4\nDigix Inc. – Parent Holding Company\nThe Company was formed as a Delaware corporation on January 1, 2024. The Company is a U.S.\nincorporated \tholding \tcompany \torganized \tfor \tthe \tpurpose \tof \tcreating \ta \treal-world \tasset\ntokenization platform held either directly or through direct ownership in one of the company’s\nsubsidiaries. The company allows investors to directly own Class A Common Shares and Preferred\nShares convertible into Class A Common shares.\nA. Group Structure\nDigix, Inc., a Delaware corporation, is the parent holding company of the Digix group. Beneath it is\nDigix Intermediate Holdco (Delaware), which owns Digix Master Series LLC (Delaware). Digix\nMaster Series LLC serves as the operating umbrella and owns Digix Latin America, an entity\nresponsible for managing the Group’s crypto and tokenization licenses. Digix Latin America in turn\nwholly owns Digix Holding Inc., a Panamanian company that will serve as the issuing vehicle for the\nGOLDN Token Offtake Offering. Digix Holding Inc. holds the rights to 49,000 ounces of certified in-\nground gold reserves at the Nieves Mine, which collateralize the initial GOLDN Token issuance.\nDigix Holding Inc. also owns Digix Reyes Mining S.A., which manages the Group’s mining operations\nin Bolivia and provides the production base for future bullion deliveries into the token structure.\nSer\nD\t\nt>\nDigix LLC\nIntermediate Holdco\nDelaware Corp\nDigix Inc.\nParentco – Delaware\nSeries A Common\nDigix Reyes\nMining Inc.\nBolivia\nDigix\nMaster Series LLC\nDelaware Corp\nDigix Latin America\nS.A. DE C.V.\nEl Salvador\nDigix Holding Inc.\nPanama\n“Token Issuer”\n\n-- 17 of 79 --\n\n9\n4934-0255-8476.4\nThe ownership of the Digix Organization is as follows:\nEntity \tOwnership \tType of Shares\nDigix, Inc. \t100% by Insiders and Private\nInvestors\nSeries A Common and\nConvertible Preferred\nDigix LLC \t100% by Digix, Inc. \tCommon\nDigix Master Series LLC \t100% by Digix LLC \tCommon\nDigix LATAM – El Salvador\nDigix Holding Inc. - Panama\n99% by Digix Master\nSeries LLC/1% by Insiders\nCommon\nDigix Reyes Mining S.A. \t99% by Digix Holding Inc.\nand 1% by Insiders\nCommon\nB. Digix Holding Inc. (Panama)\nDigix Holding, Inc. is a Panamanian domiciled company created to capitalize on blockchain\ntechnology and the digitizing of assets, offering digital tokens representing rights to assets. The\ncompany aims to revolutionize the landscape by providing a secure, transparent and efficient\nplatform for tokenizing assets of both U.S. and international companies and selling these digital\ntokens to purchasers, making them accessible to a broad range of investors globally.\nC. Commercial Structure of the GOLDN_OT Token\nThe objective of Digix Holding Inc.’s inaugural GOLDN_OT Token Program is to facilitate a\nstructured, pre-paid forward sale of gold that provides the Company with the working capital\nrequired to expand its mining operations and secure additional gold-bearing assets. Proceeds from\nthe Offering will be applied to the acquisition of additional reserves and equipment, including\nmining and processing systems for projects under the Company’s operational control in Bolivia and\nfor the continued advancement of properties in the United States and globally that are under\nreview.\nThe initial Token issuance will be collateralized by approximately 49,000 troy ounces of Company-\ncontrolled, certifiable in-ground gold reserves located within the San Gregorio Vein of the Nieves\nMine in Mexico, as referenced in a comprehensive NI 43-101 Technical Report (see Exhibit\nG). These certified ounces provide the initial collateral base supporting the Offtake structure,\nensuring that each Token is backed by independently verifiable, quantifiable gold resources.\nWhile the Nieves reserves serve as the certified collateral foundation, production and delivery of\ngold bullion will be sourced from the Company’s active mining operations within the Reyes Mining\nportfolio—specifically, the Iglesiani, Tora, Maripani, Flor, 6 de Agosto, and Colosal concessions\ncovering approximately 9,758 acres of mineralized ground in and around La Paz, Bolivia. All\nrefined bullion produced from these projects will be delivered under the terms of the Gold Offtake\nAgreement to fulfill Token redemption obligations.\n\n-- 18 of 79 --\n\n10\n4934-0255-8476.4\nEach Token represents a commercial offtake right to receive refined gold bullion at a fixed forward\nprice established under the Offtake Agreement. As reserves are mined and refined, the resulting\nbullion will be into an LBMA-standard vault for allocation to Token holders. \tThis process\ncompletes the Company’s “Reserve-to-Delivery” strategy, whereby in-ground certified reserves are\nprogressively replaced with refined, deliverable gold held in custody for purchasers. \tUpon\nnotification of availability, Token holders will elect physical delivery or allocated vault storage in\ntheir name, pursuant to the Offtake Agreement.\nDigix Holding Inc. will receive compensation in the form of cash proceeds and retained Tokens as\nconsideration for the sale and delivery obligations performed under the Offtake structure and for\nthe management, mining, and refining services required to complete each delivery tranche.\n1. Summary of Terms of the GOLDN_OT Token Offering\nDigix Holding Inc. (the “Company”) is offering up to 930,000,000 GOLDN_OT Tokens (the “Tokens”)\nunder a commercial Gold Offtake Agreement representing prepaid rights to the future delivery of\nrefined gold bullion. Upon completion of this Offering, a total of approximately 980,000,000 Tokens\nwill be issued and outstanding on a fully subscribed basis.\nEach Token corresponds to a fractional delivery entitlement of 0.00005 troy ounces of gold, or\n20,000 Tokens per ounce. The Offering is supported by 49,000 troy ounces of certified, in-ground\ngold reserves from the San Gregorio Vein of the Nieves Mine in Mexico, which are documented in a\ncomprehensive NI 43-101 Technical Report (see Exhibit G). These certified ounces provide the\ninitial collateral base for the Offering. Digix Holding Inc. holds the contractual right to designate\nthese reserves as collateral for the Offtake structure, although the Nieves property is operated by a\nthird party and not owned by Digix.\nWhile the Nieves reserves serve as the certified collateral foundation, delivery of refined bullion to\nToken holders will be sourced from Digix-controlled and operated mines as they come online—\nspecifically the Iglesiani, Maripani, Tora, Flor, 6 de Agosto, and Colosal concessions, encompassing\napproximately 9,758 acres of mineralized ground in and around La Paz, Bolivia. This diversified\nproduction base (the “Reyes Mining Projects”) ensures multiple sources of supply and mitigates\ndelivery risk through parallel operational streams.\nFor settlement purposes, 20,000 Tokens correspond to one (1) troy ounce of gold, offered under\nthis commercial offtake arrangement at a total forward price of US $1,550 per ounce, consisting of:\nSTAGE 1: GOLDN_OT TOKEN \t= $.01975/token (DOWN PAYMENT)\nSTAGE 2: GOLDN_SET TOKEN = $.05775/token (DEFERRED PAYMENT on DELIVERY)\nAs production progresses, refined gold bullion shall be delivered into one or more LBMA-standard\nvault for allocation to Token holders in accordance with the terms of the Offtake Agreement. Upon\nthe Seller’s notification that the full quantity of refined bullion corresponding to the Offering\n(49,000 troy ounces) has been produced and deposited, and upon the Buyer’s payment of the\nDeferred Purchase Price through purchase of the GOLDN_SET token, \tthe Buyer’s corresponding\nGOLDN_OT Tokens shall be burned (“extinguished”), and an equivalent quantity of GOLDN_SET\nTokens shall be minted (“created”) and issued to such Buyer.\nThe issuance of GOLDN_SET Tokens shall constitute conclusive evidence that (i) the Buyer has fully\nsatisfied its deferred payment obligation, and (ii) the Buyer has acquired a vested right to either (a)\n\n-- 19 of 79 --\n\n11\n4934-0255-8476.4\nPhysical Delivery of the corresponding bullion at its expense, or (b) Allocated Vault Storage in its\nname at an LBMA-standard facility designated by the Seller.\nDeliveries to the LBMA vaults are expected to commence approximately four to five months after\ncompletion of the initial subscription round and shall be executed progressively over an estimated\ntwenty- (20) to twenty-four \t(24) month period, subject to prevailing mining and refining\nconditions at the Digix-controlled properties.\nThroughout this period, each Token shall remain continuously collateralized—initially by certified\nin-ground reserves (including the 43-101 compliant reserves of the San Gregorio Vein within the\nNieves Mine, Mexico) and subsequently by refined bullion as conversion occurs. This ensures that\nevery outstanding Token corresponds to a verifiable, measurable gold asset earmarked for\nallocation or delivery to Token holders.\nTokens are transferable solely among verified, KYC-qualified participants on the Digix Platform or\nother approved digital asset marketplaces that support commodity backed instruments. Depending\non platform liquidity, holders may transfer or trade their Tokens at prevailing market prices,\nsubject to the restrictions set forth in the Offtake Agreement and applicable law.\nThis commercial structure aligns participants directly with Digix’s Reserve-to-Delivery process—\nwhere certified reserves are progressively mined, refined, and delivered—linking the prepaid\nofftake rights represented by the Tokens to tangible, deliverable gold under a defined contractual\nframework.\n2. Payment, Delivery, and Settlement Mechanics\nEach Token represents a fractional interest in a prepaid offtake entitlement for refined gold bullion\nunder a two-stage payment structure, consisting of a Down Payment and a Deferred Payment. The\nDown Payment—equal to the token holder’s pro-rata share of US $395 per ounce valuation—is due\nupon subscription and secures the holder’s fractional interest in the certified in-ground gold\nreserves serving as collateral for the Offering. The Deferred Payment—representing the remaining\ntoken holder’s pro-rata share of the remaining $1,155 per ounce component of the US$1,550 fixed\nforward price—is payable only upon the Seller’s written notice that the corresponding refined\nbullion has been delivered into an LBMA-standard vault and is available for allocation or delivery.\nUpon receipt of such notice, each holder shall have thirty (30) calendar days to elect in writing one\nof the following settlement options and sixty (60) calendar days to make the final payment:\n(i) Physical Delivery, in which the holder assumes title to and risk of loss of the corresponding\nbullion upon delivery FOB Vault, subject to applicable shipping and insurance costs borne by the\nholder; or\n(ii) Allocated Vault Storage, under which the bullion is held in the holder’s name within the Digix-\nBrinks custody program, fully insured and subject to independent audit and verification.\nDelivery verification is conducted jointly by Digix and its appointed vault operator and auditors,\nconfirming bar serial numbers, weights, and assay certificates prior to title assignment. Upon\nconfirmation and payment of the Deferred Purchase Price, the holder’s GOLDN_OT Tokens are\nburned and an equal number of GOLDN_SET Tokens are minted, signifying full satisfaction of the\npayment obligation and the holder’s right to the corresponding physical or allocated bullion.\n\n-- 20 of 79 --\n\n12\n4934-0255-8476.4\nAll deliveries and settlements are recorded within the Digix Digital Payment Ledger, which\nimmutably logs payment completion, delivery verification, Token conversion, and fractional pooling\ndata, ensuring transparent and auditable confirmation of every transaction. \tThis framework\nprovides holders with flexible settlement options, continuous collateralization, and a verifiable,\nend-to-end record of custody and ownership from reserve to vault.\n3. Fractional and Optional Settlement Terms\nGiven that each troy ounce of gold corresponds to 20,000 Tokens, Token holders may hold\nquantities below one full ounce (the Minimum Deliverable Unit). To accommodate fractional\nownership while maintaining commercial delivery efficiency, Digix provides for Aggregation and\nPooling Rights and Optional Settlement for Fractional Balances.\nAggregation and Pooling Rights:\nHolders with fractional Token balances may elect, or may be included at Digix’s discretion, to\nparticipate in a pooled allocation arrangement. Under this structure, multiple holders’ fractional\nToken positions are aggregated into whole-ounce units for settlement or vault allocation. Each\nparticipant maintains a pro-rata beneficial interest in the underlying bullion held in Allocated Vault\nStorage, with proportional rights to value, insurance coverage, and audit confirmation. Pooling\narrangements are maintained transparently within the Payment Ledger, ensuring all entitlements\nremain verifiable and auditable.\nOptional Settlement for Fractional Balances:\nHolders whose aggregate Token positions remain below one (1) troy ounce after all aggregation\nefforts may, at Digix’s discretion, have their fractional positions settled through one of the following\nmeans:\n(i) continued vault retention under an allocated fractional account;\n(ii) inclusion in a future pooling cycle; or\n(iii) cash or digital bullion credit settlement equal to the holder’s pro-rata value based on the\nprevailing 30-day VWAP of spot gold at the time of settlement.\nSuch settlements shall constitute full and final satisfaction of the holder’s corresponding Token\nentitlement.\nAll fractional and pooled settlements are subject to the same verification, insurance, and audit\nprotocols as whole-ounce deliveries. Upon final settlement—whether by delivery, vault allocation,\nor optional fractional payment—the corresponding Tokens are burned, and the ledger is updated to\nreflect completion of the offtake obligation.\nThrough this structured process, Digix ensures continuous one-to-one asset coverage, operational\nflexibility for fractional participants, and a transparent mechanism for final settlement, maintaining\nboth commercial integrity and physical traceability from in-ground reserve to vaulted bullion.\n\n-- 21 of 79 --\n\n13\n4934-0255-8476.4\n4. Notices and Communications\nAll notices, communications, and confirmations related to this Offtake Program—including delivery\nnotifications, payment confirmations, election requests, and settlement instructions—shall be\ntransmitted in accordance with the following procedures, ensuring verifiable delivery, receipt, and\nrecord integrity.\n(a) Delivery Notices\n1. Upon delivery of refined bullion into a LBMA-standard vault, Digix Holding Inc. (“Seller”) shall\nissue a formal Delivery Notice to all Token holders. Each Delivery Notice shall include:\n• \tThe total quantity of bullion delivered;.\n2. Upon delivery of the final aggregate quantity of forty-nine thousand (49,000) troy ounces of\nrefined gold bullion into one or more LBMA-standard vaults, Digix Holding Inc. (the “Seller”) shall\nissue a formal Delivery Written Notice to all Token holders. Such Delivery Written Notice shall be\n(i) posted to each holder’s account on the Digix Platform Dashboard and (ii) transmitted\nelectronically to the contact details on file for each holder.\nEach Delivery Written Notice shall include, at a minimum:\n• \tConfirmation of Completion – a statement that the full 49,000 troy ounces of refined bullion\nreferenced in the Offtake Agreement have been produced, verified, and deposited into the\ndesignated LBMA-standard vault(s);\n• \tHolder Allocation – the specific quantity of bullion (in troy ounces and/or fractional ounces)\ncorresponding to that holder’s Token position and Offtake Quantity;\n• \tDeferred Payment Amount – the aggregate Deferred Payment due from that holder\n(calculated at US $1,155 per troy ounce or pro-rata per token holdings, and as otherwise\nprovided in this Agreement), together with the applicable currency and acceptable payment\nmethods;\n• \tElection Date and Deadlines – the Election Date, the deadline by which the holder must elect\nPhysical Delivery or Allocated Vault Storage, and the Deferred Payment Date by which the\nDeferred Payment must be received in full;\n• \tDelivery and Storage Options – a summary of available settlement options, including\nPhysical Delivery (FOB Vault), Allocated Vault Storage, and any applicable procedures for\nFractional Delivery, Aggregation and Pooling, or Optional Settlement for fractional balances;\n• \tVault and Custodian Details – identification of the vault custodian (e.g., Brinks or other\nLBMA-standard vault), the jurisdiction of storage, and a reference to the bar list or\ncertificate set applicable to the delivery batch; and\n• \tInstructions and Contacts – practical instructions for submitting elections and making\npayments via the Digix Platform Dashboard, together with contact details for Seller’s\nsupport or compliance representatives for any questions relating to the Delivery Written\nNotice.\nThe issuance of the Delivery Written Notice shall trigger the Election Date and the\ncommencement of the period for payment of the Deferred Payment, in accordance with the\nterms of this Agreement.\n\n-- 22 of 79 --\n\n14\n4934-0255-8476.4\n(b) Holder Elections\nEach holder shall have thirty (30) calendar days from the date of a Delivery Written Notice to make\nan election, in writing or through the Digital Payment Ledger interface, specifying:\n• \tthe chosen settlement method (Physical Delivery, Allocated Vault Storage, or Optional\nSettlement); and\n• \tconfirmation of the holder’s payment of the Deferred Purchase Price in full.\nFailure to submit a valid election or complete payment within the Delivery Window shall constitute\na Default, subject to the remedies set forth in this Offering Memorandum and the Offtake\nAgreement.\n(c) Confirmation of Receipt and Verification\nUpon receipt of the holder’s Deferred Payment, the Seller shall issue a Delivery Confirmation\nNotice, verifying that:\n• \tPayment has been received in full;\n• \tThe holder’s Tokens have been converted from GOLDN_OT to GOLDN_SET status; and\n• \tTitle to the corresponding bullion has been recorded in the Collateral Registry and allocated to\nthe holder’s account.\nEach Delivery Confirmation Notice shall also provide details of the corresponding bar list (serial\nnumbers, weights, and purity certifications) and vault location. This constitutes legal confirmation\nof ownership and completion of the holder’s purchase obligation.\n(d) General Communications\nAll other notices, statements, and disclosures relating to Token issuance, audit updates, and vault\nreports shall be delivered electronically via:\n• \tThe Digix Platform Dashboard,\n• \tRegistered email correspondence, or\n• \tOther secure, authenticated digital channels approved by Digix.\nHolders are deemed to have received notice upon (i) electronic transmission through the platform\nor (ii) email delivery to the address provided in the subscription documentation.\nAll notices transmitted under this section are legally binding and admissible as evidence of\ncommunication and compliance under Delaware law, Regulation S, and applicable international\ncommercial standards.\n\n-- 23 of 79 --\n\n15\n4934-0255-8476.4\n5. Summary - Delivery Verification and Audit Confirmation\nProcedures\nTo ensure full traceability, asset integrity, and verifiable compliance with the Offtake Agreement, all\nphysical deliveries, vault allocations, and Token conversions are subject to a structured,\nindependently verified Delivery Verification and Audit Confirmation Protocol administered jointly\nby Digix Holding Inc., Digix Reyes Mining S.A., and approved third-party auditors.\n(a) Refining and Bar Certification\nEach production batch refined under the Digix Reyes Mining S.A. operations is accompanied by a\nunique batch certificate, assay report, and serial number log prepared by the LBMA-standard\nrefinery.\nRefined gold bars are marked with the refinery’s stamp, fineness (minimum 99.9%), serial number,\nand gross weight. These identifiers are recorded in the Digix Collateral Registry and verified by the\nSeller prior to transfer into vault custody.\nUpon arrival at the vault, each bar undergoes a secondary verification by Brinks personnel,\nconfirming serial numbers, purity, and weight against the refinery certificates. This dual verification\nprocess establishes the bar’s formal eligibility for inclusion within the GOLDN collateral pool.\n(b) Vault Intake and Independent Verification\nAll vault transfers are conducted under the custody of Brinks Bolivia S.A. and the Brinks Global\nPrecious Metals Network, ensuring compliance with LBMA Good Delivery logistics and ISO 28000\nSupply Chain Security Standards.\nUpon vault intake, Brinks issues a Vault Receipt and Custody Certificate identifying:\n• \tThe number and serial numbers of bars received;\n• \tThe total fine gold content; and\n• \tThe vault facility location and insured value.\nAn independent auditor (e.g., Bureau Veritas, SGS, or other accredited firm) performs reconciliation\nbetween Brinks records and the Digix Collateral Registry within five (10) business days of each\ndelivery event.\n(c) Token Conversion Verification\nOnce physical delivery has been verified and confirmed, the Seller initiates the Token Conversion\nProcess, wherein:\n• \tThe corresponding GOLDN_OT Tokens are burned;\n• \tAn equivalent number of GOLDN_SET Tokens are minted and issued to holders who have\ncompleted the Deferred Payment; and\n• \tEach conversion event is immutably recorded in the Digix Digital Payment Ledger, referencing\nthe specific bar numbers and vault certificates supporting that delivery batch.\n\n-- 24 of 79 --\n\n16\n4934-0255-8476.4\nThe Digital Payment Ledger serves as the official record of conversion, allocation, and ownership of\nvaulted bullion, creating a one-to-one correspondence between digital Tokens and physical gold\nunder custody.\n(d) Audit Confirmation and Periodic Reconciliation\nIndependent third-party auditors conduct quarterly and annual reconciliations of the physical vault\nholdings, refinery output, and Token ledger balances.\nEach audit verifies that:\n• \tThe total refined bullion held in vault custody equals or exceeds the total Token\nentitlements outstanding;\n• \tAll Tokens marked as “settled” are supported by verified bullion; and\n• \tAny fractional, pooled, or optional settlements are reflected accurately in the Payment\nLedger and Collateral Registry.\nUpon completion, the auditor issues a Chain-of-Custody Audit Certificate, co-signed by Digix and\nBrinks, summarizing verified quantities, purity, and locations. Non-confidential summaries are\npublished through the Digix Transparency Portal for Token holder and regulatory review.\n(e) Exception Management\nAny discrepancy between vault holdings and ledger balances, or any material variance identified in\naudit reports, triggers immediate notification to Digix compliance and the auditor.\nIf collateral substitution or correction is required, it must occur within thirty (30) days of discovery,\nat Digix’s sole expense, and a follow-up audit will confirm full restoration of one-to-one collateral\ncoverage.\n(f) Legal and Regulatory Assurance\nAll Delivery Verification and Audit Confirmation Procedures are designed to comply with:\n• \tLBMA Responsible Gold Guidance (RGG 9);\n• \tOECD Due Diligence Guidance for Responsible Supply Chains of Minerals; and\n• \tDelaware Uniform Commercial Code (6 Del. C. § 2-401) regarding transfer of title and risk of loss.\nThis ensures that every GOLDN Token corresponds to identifiable, insured, and independently verified\nbullion, fully traceable from extraction through final vault allocation.\n(g) Summary\nThrough this multi-tiered verification and audit system, Digix provides Token holders and regulators\nwith institutional-grade assurance of continuous one-to-one collateralization, secure title transfer, and\ntransparent delivery accountability.\nEach phase—extraction, refining, vaulting, and digital conversion—is independently verified and\npermanently recorded, maintaining an unbroken chain of custody that guarantees every Token is fully\nbacked by real, verifiable, and deliverable gold.\n\n-- 25 of 79 --\n\n17\n4934-0255-8476.4\n6. Transparency and Public Reporting Policy\n(a) Purpose and Commitment\nDigix Holding Inc. is committed to maintaining the highest levels of transparency, accountability, and\ninvestor trust by ensuring that the physical bullion and digital Tokens underlying the GOLDN Offtake\nProgram are continuously verifiable and publicly auditable.\nThis policy establishes the Company’s framework for periodic disclosure of custody, audit, and\ncollateral information to Token holders, auditors, and regulatory authorities.\n(b) Public Collateral Reporting\nThe Company will maintain a continuously updated, publicly accessible Transparency Portal providing\nreal-time or near real-time information regarding:\n1. \tTotal Tokens Issued and Outstanding (GOLDN_OT and GOLDN_SET);\n2. \tAggregate Fine Gold Holdings (expressed in ounces and grams);\n3. \tVault Location Summaries (country, custodian, and facility identifier);\n4. \tAudit Status (most recent audit date, auditor of record, and certificate link); and\n5. \tCollateral Coverage Ratio confirming that the total refined bullion held in custody equals or exceeds\nall Token entitlements in circulation.\nThis data will be presented in standardized formats consistent with LBMA reporting protocols and\nupdated after each production and vault delivery cycle.\n(c) Publication of Audit Summaries\nFollowing completion of each quarterly and annual audit, the independent auditor will issue a Chain-of-\nCustody Audit Certificate, confirming reconciliation between the physical bullion inventory and the\nToken ledger.\nNon-confidential summaries of each report—including verified gold quantity, fineness, custodian\nlocation, and total Token liability—will be published via:\n• \tThe Digix Transparency Portal;\n• \tThe Company’s official website; and\n• \tPeriodic communications to registered Token holders.\nEach audit summary will include the auditor’s signature, report date, and applicable assurance\nstandards (ISAE 3000 or SSAE 18).\n\n-- 26 of 79 --\n\n18\n4934-0255-8476.4\n(d) Vault and Custody Disclosures\nFor security reasons, vault-level information will be disclosed at a summary level (country, facility\nidentifier, custodian name) without revealing specific bar locations. However, full bar lists—including\nserial numbers, weights, and assays—will be accessible to independent auditors, regulatory bodies, and\nqualified institutional counterparties under confidentiality agreements\nAll bullion remains insured under comprehensive policies issued by Brinks Global Services or\nequivalent LBMA-standard custodians, with certificates of insurance maintained on file and available\nfor regulatory review.\n(e) Token Ledger Transparency\nThe Digix Digital Payment Ledger and Collateral Registry will publish anonymized, aggregate statistics\nconfirming:\n• \tThe total supply of GOLDN_OT and GOLDN_SET Tokens;\n• \tThe cumulative number of Tokens converted, burned, or settled; and\n• \tCorresponding bar counts and vault ounces.\nAll ledger events (issuance, burn, conversion, or fractional settlement) are immutably recorded on-\nchain, providing publicly verifiable proof of collateralization without disclosing holder identities.\n(f) External Verification and Regulator Access\nAuthorized regulators, auditors, and institutional custodians will have access—under NDA and data-\nsecurity protocols—to full supporting documentation including vault manifests, insurance certificates,\nassay reports, and reconciliation statements.\nThis ensures independent oversight and compliance with international anti-money-laundering (AML)\nand responsible-sourcing regulations.\n(g) Frequency and Review\n• \tQuarterly Public Updates: Summaries of physical gold balances and Token issuance activity.\n• \tAnnual Comprehensive Reports: Independent audit results, insurance confirmations, and full\nsupply-chain reconciliation.\n• \tEvent-Driven Reports: Immediate disclosure of any collateral substitution, vault change, or audit\nexception.\nThis schedule guarantees that the public collateral data remains current, accurate, and verifiable.\n(h) Assurance to Token Holders\nThrough continuous publication of custody and audit data, Digix provides Token holders with\ninstitutional-grade transparency equivalent to public-market disclosure standards.\nEach Token is thus continuously traceable to its underlying bullion collateral, ensuring that the GOLDN\necosystem \toperates \twith \tverifiable \tintegrity, \tcontinuous \tcollateral \tcoverage, \tand \tcomplete\naccountability from mine to vault\n\n-- 27 of 79 --\n\n19\n4934-0255-8476.4\n7. Governance, Compliance, and Oversight Policy\n(a) Overview\nDigix Holding Inc. (“Digix” or the “Company”) has established a comprehensive internal and external\ngovernance framework designed to ensure full compliance with applicable laws, operational integrity\nacross its mining and refining subsidiaries, and continuous transparency throughout the lifecycle of the\nGOLDN Offtake Program.\nThis Governance and Compliance Policy integrate corporate oversight, anti-money-laundering (AML)\ncontrols, auditor independence, and operational accountability for all physical and digital components\nof the Offtake ecosystem.\n(b) Governance Structure\nThe Company’s governance and oversight framework is comprised of three primary bodies:\n1. \tThe Board of Directors of Digix Holding Inc.\nResponsible for overall strategic direction, fiduciary supervision, and final approval of policies\naffecting Token issuance, bullion custody, and offtake settlements.\nThe Board includes independent non-executive members to ensure impartiality and accountability.\n2. \tThe Compliance and Risk Committee (“CRC”)\nA standing subcommittee of the Board charged with ensuring that all offtake, tokenization, and\ncustody operations adhere to applicable Delaware commercial law, Panama corporate law, and\ninternational commodity trade regulations.\nThe CRC meets quarterly and reports directly to the Board, reviewing:\no \tAML/KYC compliance reports;\no \tAudit summaries and vault verification reports;\no \tDeferred payment tracking and Token conversion reconciliations; and\no \tCounterparty onboarding due diligence.\n3. \tThe Independent Audit and Custody Oversight Panel (“IACOP”)\nA third-party advisory body composed of representatives from Digix’s external auditors (e.g., SGS,\nBureau Veritas) and vault custodians (e.g., Brinks Global Services).\nIACOP is tasked with validating the chain of custody, collateral integrity, and reporting accuracy of\neach delivery cycle and token issuance.\n\n-- 28 of 79 --\n\n20\n4934-0255-8476.4\n(c) Legal and Regulatory Compliance\nThe Company adheres to the following governing laws and standards:\n• \tDelaware Uniform Commercial Code (6 Del. C. § 2-401) – governing transfer of title and risk of loss\nupon delivery;\n• \tRegulation S under the U.S. Securities Act of 1933 – ensuring that all offers and sales are made\nexclusively to non-U.S. persons outside the United States;\n• \tPanama Corporate and Tax Code – regulating the offshore entity structure for administrative and\nfinancing operations;\n• \tLBMA Responsible Gold Guidance and OECD Responsible Supply Chain Guidance – ensuring ethical\nsourcing, human rights compliance, and traceability;\n• \tFATF and FINTRAC AML Standards – ensuring all counterparties undergo comprehensive KYC,\nsource-of-funds verification, and politically exposed person (PEP) screening.\nAll internal and external participants (subsidiaries, service providers, and purchasers) must comply\nwith these frameworks as a condition of participation in the GOLDN program.\n(d) AML / KYC and Counterparty Onboarding\nEach prospective purchaser under the GOLDN Offtake Program must undergo AML and KYC screening\nconducted by Digix or its authorized compliance agent.\nVerification includes:\n• \tIdentity documentation (passport, corporate registry, beneficial ownership declaration);\n• \tSource-of-funds attestation and supporting bank statements;\n• \tSanctions screening against OFAC, UN, EU, and FATF lists; and\n• \tVerification of jurisdictional eligibility (non-U.S. person under Rule 902(k)).\nPurchasers that fail to meet AML/KYC standards are ineligible to participate, and any associated tokens\nwill be voided prior to issuance.\n(e) Audit Independence\nAll physical and financial audits related to bullion inventory, collateral, and token supply shall be\nconducted by independent third parties with no financial interest in Digix or its affiliates.\nThese auditors report directly to the Independent Audit and Custody Oversight Panel (IACOP) and\nprovide certifications on:\n• \tBar count and purity verification;\n• \tVault insurance and custody confirmations;\n• \tDeferred payment reconciliations; and\n• \tToken issuance and burn audit trails.\nAudit firms are rotated every three (3) years to maintain independence and objectivity.\n\n-- 29 of 79 --\n\n21\n4934-0255-8476.4\n(f) Data Integrity and Reporting Controls\nThe Company’s Digital Payment Ledger and Collateral Registry systems are subject to continuous\nmonitoring and data integrity audits.\nAll key actions (issuance, burn, conversion, collateral substitution, audit update) require multi-\nsignature authorization by both Digix compliance officers and Brinks custody controllers.\nAll records are immutably timestamped and stored under ISO 27001 data protection standards\n(g) Oversight of Subsidiary Operations\nOperational oversight of mining and refining activities is conducted through Digix Reyes Mining S.A.,\nwhich is directly accountable to the Digix Board and subject to both operational and compliance audits.\nAll material transactions, equipment procurements, and offtake deliveries are logged within the same\nunified compliance environment as the digital ledger, creating an integrated “Mine-to-Market\nGovernance Chain.”\n(h) Governance Review and Amendments\nThis Governance, Compliance, and Oversight Policy shall be reviewed and re-certified annually by the\nBoard and the Compliance and Risk Committee.\nAny amendments or structural changes must be approved by a supermajority vote of the Board and\ncommunicated to all Token holders via the Transparency Portal within ten (10) business days of\nadoption.\n(i) Assurance to Token Holders\nBy \tmaintaining \ta \tmultilayered \tgovernance \tsystem—integrating \tlegal \tcompliance, \tindependent\nauditing, and digital transparency—Digix ensures that the GOLDN Offtake Program operates with\ninstitutional-grade integrity, accountability, and regulatory alignment.\nThis structure guarantees that all bullion, data, and Token activities are continuously monitored,\nindependently verified, and transparently disclosed, protecting both the Token holders and the\ncredibility of the Digix ecosystem worldwide.\n\n-- 30 of 79 --\n\n22\n4934-0255-8476.4\nD. Token Custody and Wallet Options\nTokens issued in connection with the Offering may be held in purchaser’s Digix Wallet, a secure\ndigital wallet integrated within the GOLDNDIGITAL.IO OR Digix Platform (www.Digixinc.io) , or\ntransferred to any compatible third-party wallet that supports the Token’s underlying blockchain\nstandard [e.g., ERC-20 or equivalent]. Purchasers who choose to self-custody their Tokens are\nsolely responsible for maintaining control of their private keys and ensuring wallet compatibility.\nGOLDN_OT Tokens will be issued upon purchase and delivered to the Purchaser’s wallet of choice\nwithin 5 business days\nUpon completion of subscription and confirmation of the deposit Tokens will be released from\nescrow and delivered to the designated wallet address provided by each investor. Transactions are\nrecorded on-chain, ensuring full transparency, traceability, and verifiable ownership. Digix does not\nretain custody of Tokens following delivery unless explicitly authorized by the holder.\nE. The GOLDN_OT and GOLDN_SET Tokens\nThe GOLDN_OT Tokens offered hereby (the “GOLDN_OT Tokens”) represent digital, fractional, pro-\nrata interest in verifiable in-ground gold reserves to which Digix Reyes Mining S.A. (“Digix”) holds\nrights. These gold reserves, totaling 49,000 ounces at the Nieves Mine, have been confirmed\nthrough third-party geological reporting (see Exhibit G NI 43-101 Technical Report) and are not\ncontingent upon the profitability or timing of mining operations. While the GOLDN_OT Token\nrepresents a prepaid offtake entitlement collateralized by certified in-ground gold reserves controlled\nby the Seller, the GOLDN_SET Token represents a fully settled entitlement collateralized by the\ncorresponding quantity of refined gold bullion that has been produced, audited, and deposited into an\nLBMA-standard vault under the Seller’s custody program.\nUpon minting and delivery of the GOLDN_SET Token, all Deferred Payment obligations are deemed\nsatisfied, and the Token holder acquires a vested right to elect Physical Delivery or Allocated Vault\nStorage of the underlying bullion.\nWhile the Tokens are structurally de-risked from direct mining performance, Digix Holding Inc.\nretains full operational control over all extraction, processing, and refining activities through its\nwholly owned subsidiary, Digix Reyes Mining S.A. (“Reyes”). (See Exhibit E).\nThrough Reyes, Digix holds exclusive operating and collateral rights over the Iglesiani, Maripani,\nTora, Flor, 6 de Agosto, and Corosal mining zones located in and around La Paz, Bolivia, comprising\napproximately 9,758 acres of mineral-rich concessions. Gold extracted from these operations will\nbe refined and delivered in bullion form to satisfy the Offtake delivery obligations.\nThis integrated model—anchoring the Tokens to certified in-ground reserves while sourcing\nbullion from separate, active mining zones—creates a dual pathway of collateral security and\ndelivery performance.\nBy linking issuance to independently verified, NI 43-101 compliant gold reserves (the San Gregorio\nVein, Nieves Mine, Mexico), Digix ensures that every Token remains backed by a credible,\nimmovable, and auditable asset base. Simultaneously, the use of Reyes-controlled mining\noperations for production provides continuous access to refined bullion for delivery without\ndiminishing or impairing the underlying collateralized reserves.\n\n-- 31 of 79 --\n\n23\n4934-0255-8476.4\nThe result is a diversified risk architecture:\n• \tCollateral stability is preserved through certified geological assets, and\n• \tOperational liquidity is maintained through ongoing production and refining cycles.\nFor Token holders, this model offers both long-term security (via certified reserves) and near-term\ndelivery (via active mining), effectively spreading exposure across multiple, independently\nverifiable asset sources rather than concentrating reliance on a single production site.\nDigix Reyes Mining S.A.’s management team brings extensive expertise in gold recovery, mine\ndevelopment, and refinery-grade production. Digix Reyes will mine and process the reserves,\ndelivering doré bullion to the refinery for final stage of purification and refining to achieve 99.9%\n(or higher) purity, transforming the output into internationally recognized investment grade\nbullion. Token holders directly benefit from these activities through Digix’s Reserve-to-Vault model,\nwhereby in-ground reserve ounces are progressively converted into spot-priced bullion.\nToken Policy\nThe GOLDN Token Policy establishes the terms and conditions governing the issuance, conversion,\nsettlement, and retirement of the Tokens issued under this Offtake Agreement.\nAll Tokens are issued solely as commercial offtake instruments representing prepaid or fully settled\nrights to future delivery of refined gold bullion. Tokens do not constitute shares, voting interests, or\nsecurities of any kind, and confer no ownership or governance rights in Digix Holding Inc. or its\naffiliates.\n1. Token Classes\nTwo distinct Token classes are defined under this Policy:\n(a) GOLDN_OT (Offtake Token):\nRepresents a prepaid offtake entitlement, collateralized by certified in-ground gold reserves under\nDigix control (initially, the San Gregorio Vein, Nieves Mine, Mexico). The GOLDN_OT Token evidence\nthe holder’s partial payment (Down Payment) toward a future delivery of refined bullion.\n(b) GOLDN_SET (Settled Token):\nRepresents a fully paid and settled offtake entitlement, collateralized by refined, vaulted bullion\nproduced from Digix Reyes Mining S.A.’s operations in Bolivia. The GOLDN_SET Token evidence full\nsatisfaction of the Deferred Purchase Price and entitles the holder to elect Physical Delivery or\nAllocated Vault Storage.\n\n-- 32 of 79 --\n\n24\n4934-0255-8476.4\n2. Token Conversion and Lifecycle\nUpon completion of the Deferred Purchase Price payment, the holder’s corresponding GOLDN_OT\nTokens shall be burned (extinguished), and an equal number of GOLDN_SET Tokens shall be minted\n(created) and issued to such holder.\nThis conversion event signifies the holder’s full satisfaction of payment obligations and the\nCompany’s confirmation that equivalent refined bullion has been allocated to the holder’s account\nor vault.\nUpon Physical Delivery to the holder, the corresponding GOLDN_SET Tokens shall be burned,\nmarking the final settlement and discharge of the Company’s obligations with respect to those\nTokens.\n3. Collateral Continuity\nEach Token remains continuously collateralized throughout its lifecycle:\n• \tPhase I – GOLDN_OT: Backed by certified, NI 43-101 compliant in-ground reserves.\n• \tPhase II – GOLDN_SET: Backed by refined bullion delivered to you or to LBMA-standard vault.\nIn the unlikely event that prior to the mining and delivery of the 49,000 ounces of bullion that\nthe in-ground gold reserves designated as collateral for the Tokens are, for any reason, deemed\nunavailable, impaired, or otherwise unsuitable for continued use as collateral, including but not\nlimited to (i) regulatory or legal restrictions, (ii) termination, expiration, or non-renewal of\nmining rights, (iii) geological or technical infeasibility, (iv) force majeure events, or (v) any\nother circumstance materially affecting the ability to rely upon such reserves, Digix shall be\nobligated to substitute collateral meeting the following requirements:\n• \t(a) Independent Technical Reports. All replacement reserves shall be validated by independent\ntechnical \treports \tprepared \tby \tQualified \tor \tCompetent \tPersons \tin \taccordance \twith\ninternationally \trecognized \tstandards, \tincluding \tNI \t43-101 \t(Canada), \tJORC \tCode \t2012\n(Australia), or S-K 1300 (United States).\n• \t(b) Reserve Classification. Only Indicated and/or Measured reserves, as defined under such\nstandards, shall be eligible as replacement collateral. Inferred-only resources shall not qualify.\n• \t(c) Collateral Substitution\n• \tIn the event any portion of the designated collateral becomes impaired, unavailable, or\notherwise unsuitable, Digix shall, within thirty (30) days of becoming aware of such condition,\nsubstitute equivalent or superior collateral of equal or greater value. All costs and expenses\nassociated with such substitution shall be borne solely by Digix.\nThis covenant shall be binding upon Digix and shall operate automatically in the event of a\nreplacement, for the benefit of all Token holders.\n\n-- 33 of 79 --\n\n25\n4934-0255-8476.4\n4. Fungibility and Equal Treatment\nAll Tokens of the same class are fungible and carry identical rights, obligations, and settlement\nvalue, regardless of issuance date, purchase price, or holder identity. Tokens confer no priority or\npreference over others of the same class and are treated equally for all purposes of delivery,\nallocation, or settlement.\n5. Transfer and Trading\nTokens may be transferred or traded only among approved, KYC-verified participants in\naccordance with applicable law, and in compliance with this Offtake Agreement. Transfers do not\naffect the holder’s rights to allocation, delivery, or settlement under the Token class held.\n6. Default and Forfeiture\nFailure by a holder to make the required Deferred Payment within the Delivery Window constitutes\na Default under this Agreement. In such cases, the Seller may retain all Down Payments, burn the\ncorresponding \tTokens, \tand \treallocate \tthe \tofftake \tentitlement \twithout \tfurther \tobligation.\n(See Offtake Agreement for Details)\n7. Optional Settlement for Fractional Balances\nHolders with Token positions below the Minimum Deliverable Unit (one troy ounce / 20,000\nTokens) may elect or be offered Optional Settlement, which may include (i) pooled allocation, (ii)\nvault retention, or (iii) cash or digital credit equivalent to their pro-rata entitlement.\n8. Audit, Verification, and Reporting\nDigix shall maintain a Digital Payment Ledger and Collateral Registry recording each Token’s\nlifecycle events, including issuance, conversion, burn, and associated bullion verification.\nIndependent third-party auditors shall conduct periodic reconciliations of in-ground reserves,\nrefined bullion inventory, and vault holdings to confirm the continued one-to-one correspondence\nbetween Tokens and underlying gold assets.\n9. Termination and Retirement\nUpon completion of the full delivery of the 49,000 troy ounces of bullion and satisfaction of all\nofftake obligations, the Token issuance program shall be deemed complete, and any residual or\nunconverted Tokens shall be retired in accordance with applicable law and audit confirmation.\n\n-- 34 of 79 --\n\n26\n4934-0255-8476.4\nF. The Gold Collateral\nDigix bases its collateral for the gold tokenization process exclusively on independent technical\nreports prepared by Qualified or Competent Persons (QP or CP)—credentialed geological experts\noperating under globally recognized reporting frameworks. Every deposit considered and utilized\nfor securing the tokenization must be validated by at least one of these reports, providing a trusted\nand verifiable record of the gold resources and only deposits classified as Indicated and/or\nMeasured—the economically reliable categories under global mining codes—are eligible for\ntokenization, ensuring transparency, credibility and reliability. The collateral for the Digix GoldN\ntoken is the 49,234 indicated reserves of the San Gregorio vein which is part of the Nieves mine.\n(see below and Exhibit G). This collateral is controlled by Digix and secured through a Master\nCollateralized Token Forward Agreement, the “MCTFA”.\nTechnical Reports:\n• \tNI 43-101 (Canada)\n• \tJORC Code 2012 (Australia)\n• \tS-K 1300 (United States)\nThese international standards are the benchmark for geological credibility, relied upon by stock\nexchanges, mining companies, and investment banks worldwide.\na. \tGolden Token Collateral Reserve Summary – San Gregorio Indicated Au (oz)\n(See Exhibit G for Complete NI 43-101 Detail)\n\n-- 35 of 79 --\n\n27\n4934-0255-8476.4\nCollateral Rights of Token Holders\nThe Trust\nDigix Holding Inc. holds a perfected security interest and collateral assignment over the NI 43-101–\nverified mineral-reserve interests underlying the GOLDN program (the “Collateral”), and such\nsecurity has been granted expressly for the benefit of the GOLDN Token holders. Token holders\npossess a pro rata beneficial interest in Digix Holding Inc.’s secured position, and all collateral\nrights—including foreclosure rights, enforcement rights, and all proceeds realized from the\nCollateral—are held by the Issuer on a limited-purpose trust basis for the sole benefit of all present\nand future Token holders, as described in the Declaration of Trust and Beneficial Rights attached as\nExhibit H. Prior to delivery of refined bullion, any realization, enforcement, or recovery attributable\nto the Collateral will be applied and distributed to Token holders on a pro rata basis in accordance\nwith the priority of payments set forth in the applicable agreements. Upon Token Holder’s receipt\nof the full amount of refined gold bullion corresponding to its Token allocation—whether by\nphysical delivery or by placement of vaulted bullion in the Token holder’s name—the NI 43-101\nReserve Collateral supporting that allocation is deemed fully satisfied and released. Until such\ndelivery occurs, the Token holder’s allocation remains fully secured by the Reserve Collateral.\nIf an Exit Event occurs whereby the NI 43-101 Reserve mine owner (a) sells the mining project, (b)\nsells the company that owns the concessions, (c) enters into a joint venture or royalty deal, (d)\nmonetizes the reserves and/or project in any way that delivers either cash proceeds or an\nalternative currency, prior to the delivery of refined bullion to Token holders, any cash proceeds\nreceived by Digix Holding Inc. that are attributable to the secured NI 43-101 reserve interest (the\n“Exit Proceeds”) shall be used exclusively to procure refined gold bullion for delivery to Token\nholders, up to the quantity of bullion that the Exit Proceeds can reasonably support at the fixed\nforward price of US $1,550 per troy ounce. To the extent the Exit Proceeds are insufficient to\nprocure the full quantity of refined bullion corresponding to the Token holders’ aggregate\nallocations, Digix Holding Inc. shall be obligated to replace the resulting shortfall with an equivalent\namount of NI 43-101 Indicated mineral reserves of comparable geological confidence and economic\nvalue, which shall become the new collateral securing the Token holders’ remaining undelivered\nentitlements. The program shall continue toward bullion delivery based on such Replacement\nCollateral, and Token holders shall remain fully secured throughout the process.\nForce Majeure Shortfall Clause\nShortfall Event. If, and in the unlikely event, based on a written determination by the operator and\nan independent technical consultant, it is confirmed that no further economically recoverable gold\nwill be refined and delivered to the designated vault from the Digix controlled mines, (a “Shortfall\nEvent”), then the total quantity of refined bullion held in the vault as of the date of such\ndetermination (the “Final Vaulted Bullion”) shall be deemed the final amount available for\nallocation to Token holders.\nPro Rata Allocation. Upon a Shortfall Event, the Final Vaulted Bullion shall be allocated and\ndelivered to all Token holders on a pro rata basis in accordance with the number of Tokens held,\nwith each Token holder’s delivery amount representing its proportional share of the Final Vaulted\nBullion.\n\n-- 36 of 79 --\n\n28\n4934-0255-8476.4\nPricing Preserved. Each Token holder’s delivery shall be priced based on the Fixed Forward Price\nof US $1,550 per troy ounce. Token holders shall remain obligated to pay only the deferred delivery\npayment corresponding to their holdings and the ounces actually allocated and available for\ndelivery to the Token holders under this clause.\nEffect of Settlement. Delivery of each Token holder’s pro rata portion of the Final Vaulted Bullion\npursuant to this clause shall constitute full and final settlement of that Token holder’s bullion\nentitlement under the Program, without affecting the continuing validity of the NI 43-101 Reserve\nCollateral, which shall remain in place with respect to any remaining reserves unless otherwise\nprovided under the applicable agreements.\nContinuing Collateral Rights. Delivery of a Token holder’s pro rata portion of the Final Vaulted\nBullion under the Shortfall Clause shall not affect the continuing validity of the NI 43-101 Reserve\nCollateral. Any proceeds, payments, recoveries, or distributions derived from or attributable to\nsuch remaining reserves (the “Collateral Proceeds”) shall likewise be held for the benefit of the\nToken holders and distributed to them on a pro rata basis in accordance with their Token holdings.\nG. Digix Reyes Controlled Gold Mines\n“A Proven Gold District in the Heart of the Andes”\nWithin the La Paz western region Bolivia lies the Central Andean Orogenic Belt, one of the most\ngeologically endowed metallogenic belts in the Central Andes, characterized by extensive intrusive\nactivity, hydrothermal alteration systems, and long-lived structural corridors that have generated\nsignificant precious- and base-metal mineralization through history.\nOf particular significance is the development of epithermal Au-Ag systems, polymetallic vein\nnetworks, and placer-style gold accumulations derived from erosion of mineralized source rocks.\nThe region hosts numerous northwest-trending regional structures and subsidiary faults that\nprovide conduits for hydrothermal fluid flow, resulting in well-developed alteration halos,\nsilicification zones, and gold-bearing quartz-sulfide veins. Erosional reworking of these systems\nduring repeated Andean uplift cycles contributed to the formation of high-grade alluvial and\ncolluvial gold deposits along paleo-drainages and modern fluvial channels.\nThe La Paz district is widely recognized for its artisanal and small-scale mining history, with\nnumerous pits, shafts, and placer workings distributed along structural trends and drainage\ncorridors. The combination of favorable host lithologies, active tectonics, and efficient hydraulic\nconcentration processes continues to support ongoing gold production in both primary hard-rock\nand secondary placer environments. This geological context provides strong support for the\npresence of localized, potentially economic gold-rich gravels and shallow mineralized zones within\nthe project area.\nFor investors and operators, the La Paz region offers a unique advantage:\nit is a proven, gold-bearing district with continuous mining activity, established logistics, and an\nexisting culture of mineral extraction. The geological setting is not speculative — gold is known to\nbe present, actively mined, and regionally abundant. This supports a strong foundation for\n\n-- 37 of 79 --\n\n29\n4934-0255-8476.4\nexploration, development, and scalable production targeting both placer channels and deeper\nmineralized structures.\ni. \t6 De Agosto - 2,038 Acres\nThe 6 De Agosto Placer Concession will serve as the first Digix mining operation to enter production\nin early 2026. The Project is situated within UTM Zone 19S in western Bolivia, La Paz Department,\nwith project grid extents defined in UTM (WGS84) coordinates covering Easting 638,000–640,000\nm and Northing 8,259,000–8,261,500 m. These boundaries encompass the principal target zones\nidentified through remote-sensing anomaly interpretation, geomorphological assessment, and\nhistorical artisanal activity. The 6 De Agosto concession lies within a mining-friendly jurisdiction,\nwith year-round access and a long history of artisanal production in the surrounding district.\no \tWest (left) boundary: E = 638,000 m\no \tEast (right) boundary: E = 640,000 m\no \tNorth (top) boundary: N = 8,261,500 m\no \tSouth (bottom) boundary: N = 8,259,000 m\nThe alluvial gold concession covers an area situated along a regional drainage system known to\nhost gold-bearing alluvial and colluvial sediments derived from weathering and erosion of\nmineralized highlands to the north and northeast. The Property is administered under Bolivian\nmining laws and is designated for exploration and small- to medium-scale production of placer gold\ndeposits.\nSurface rights and mineral rights are held in accordance with Bolivian mining regulations, with\nDigix maintaining secure operational control of the concession for the purposes of exploration,\nevaluation, and commercial extraction of gold. The Property includes areas of active historical\nworkings, exposed gravels, and shallow overburden, consistent with placer-style mineralization. No\nexisting surface structures, protected zones, or conflicting land uses are present that would impede\nexploration or mine development.\nThe concession is accessible via regional roads that connect La Paz with smaller local communities.\nOn-site access is supported by established tracks suitable for light vehicles and machinery. Water,\naggregate materials, and operational support can be sourced regionally, and the proximity to\nestablished mining areas provides logistical advantages for mobilizing equipment and personnel.\nProduction for the 6 De Agosto mine is mapped out in 5 phases. The Life-of-Mine Timeline (Image\n1) shows when each mining phase begins along with the expected production and recovery, over\nthe expected 5-year mine life. Digix has utilized Remote Satellite Imagery along with physical\nsampling to determine the gold rich areas of the mine (yellow clusters – Image 2)\n\n-- 38 of 79 --\n\n30\n4934-0255-8476.4\nProduction Assumptions:\nPhase 1 (very strong cluster): 4.5 g/t Au \tMining rate: 1,500 tonnes per day\nPhase 2 (strong cluster): 4.0 g/t Au \t2 Shifts – 10 hr. shifts\nPhase 3 (strong–medium): 4.25 g/t Au \tOperating days/year: 330 (allows downtime, rain, maintenance)\nPhase 4 (medium): 3.75 g/t Au \tTonnes per year: 1,500 tpd x 330 = 495,000 t/yea\nPhase 5 (lower fringe cluster): 3.0 g/t Au\nImage 1- 6 De Agosto Projected Production Schedule\nStart Date \tPhase \tTonnes\nMilled\nAnnual\nGrad (g/t) \tRecovery\n%\nGold\noz./yr.\nCumulative\nGold oz.\nMar 2026 \t1 \t495,000 \t4.5 \t90 \t64,454 \t64,454\nAug 2026 \t2 \t495,000 \t4.0 \t90 \t57,293 \t121,747\nNov 2026 \t3 \t495,000 \t4.25 \t90 \t60,873 \t182,620\nFeb 2026 \t4 \t495,000 \t3.75 \t90 \t53,712 \t236,332\nApr 2027 \t5 \t495,000 \t3.0 \t90 \t42,969 \t279,301\nImage 2 - Each “Phase” is one 250m x 250m Block - Designed to Start with Highest\nIntensity\n\n-- 39 of 79 --\n\n31\n4934-0255-8476.4\n(Complete Mining Plan Available From Digix Mgmt.)\nSummary of Additional Digix Mining Concessions\nWestern La Paz District\nIn addition to the 6 De Agosto Placer Concession, Digix controls a robust portfolio of five additional\nalluvial and placer gold properties (Table 3) located within the same western district of the La Paz\nDepartment. These concessions—Tora (2,471 acres), 6 De Agosto (2,038 acres), Flor (1,235 acres),\nMaripani (1,544 acres), Iglesiani (1,544 acres), and Colosal (926 acres)—share similar geological\ncharacteristics, geomorphological settings, and historic mining footprints. Each property exhibits\nevidence of prior artisanal extraction, localized excavation pits, and gold-bearing gravels consistent\nwith the mineralized drainage systems that dominate this region of the Central Andes.\nRemote Satellite Imagery, supported by historical accounts and preliminary field sampling,\nindicates that these concessions host extensive alluvial and colluvial gold deposits analogous to\nthose present at 6 De Agosto. Digix has incorporated these properties into a phased development\nstrategy, whereby each concession can be advanced sequentially or in parallel depending on\noperational requirements, plant availability, and production targets. This multi-asset structure\nprovides the Company with significant flexibility and redundancy in mine scheduling and gold\noutput.\nThe diversity and distribution of these concessions within the same mineralized district enhances\nthe long-term stability of Digix’s production profile. For token holders, this portfolio creates\nmultiple potential sources of gold generation, reducing dependency on any single operation and\nstrengthening the overall security and continuity of future gold-backed token collateralization. Each\n\n-- 40 of 79 --\n\n32\n4934-0255-8476.4\nconcession represents a scalable mining opportunity with the capacity to transition into production\nfollowing the development model established at 6 De Agosto.\nThe combined portfolio positions Digix as one of the most strategically assembled alluvial gold\noperators in the region, with substantial upside as each concession transitions into the production\npipeline providing diversified sources of physical gold production.\nTable 3 – Summary Digix Mining Concessions\nConcession \tAcreage \tDeposit Type \tKey\nCharacteristics\nDevelopment\nNotes\n6 De Agosto \t2,038 \tAlluvial/Placer \tStrong anomaly\ndensity, active\nartisanal history\nFirst Digix\nmine scheduled\nfor production\nIglesiani \t1,544 \tAlluvial Placer \tContinuous\npaleochannel\nstructures\nPlanned Phase-\nin after 6 De\nAgosto\nTora \t2,471 \tAlluvial/Placer \tLarge drainage\ncatchment;\nextensive historic\nworkings\nPotential multi-\nphase pit design\nMaripani \t1,544 \tAlluvial/Placer \tCompact, high-\ngrade anomaly\ntrends\nSuitable for\nmodular plant\nexpansion\n\n-- 41 of 79 --\n\n33\n4934-0255-8476.4\nFlor \t1,235 \tAlluvial/Placer \tHigh channel\nconcentration;\nmulti-branch\ngravels\nRemote sensing\nidentifies strong\nclusters\nColosal \t926 \tAlluvial/Placer \tSimilar\ngeomorphology to\nMaripani\nLower capex,\nrapid\ndeployment\nopportunity\nH. Mining and Processing\nThe Digix Gold Mining Process: From Ground to Gold Bars\nExploration & Discovery\nThe management team and geologists identify potential gold-rich zones using surveys,\ngeochemical sampling, satellite imagery and element wave testing.\na. \tResource Estimation & Feasibility\nThe quantity and quality of gold is evaluated. Economic models (e.g., Net Present Value, IRR)\ndetermine if mining is financially viable.\nb. \tMine Development\nInfrastructure is built, including worker housing, power, water, security, telecommunication\nsystems and processing facilities. Heavy equipment is installed.\nc. \tMining (Extraction)\nGold-bearing ore is extracted using:\nOpen-pit mining for shallow deposits\nUnderground mining for deeper ore\nAlluvial/Placer mining for riverbed gold\nd. \tOre Processing & Separation\n\n-- 42 of 79 --\n\n34\n4934-0255-8476.4\nOre is crushed and ground, then gold is separated:\n• \tGravity Separation (for coarse gold)\n• \tFlotation (for sulfide ores)\n• \tCyanide Leaching (for fine gold)\n• \tHeap Leaching (for low grade ore)\ne. \tGold Recovery & Concentration\nGold is recovered on carbon, in concentrates, or by amalgamation, then processed into\nhigher-purity form.\nf. \tRefining\nThe gold is smelted into doré bars (80–90% purity), which are then refined in specialized\nfacilities to 99.99% pure bullion.\ng. \tFinal Gold Bars\nThe refined gold is cast into standardized bullion bars (e.g., 1kg or 400 oz), certified,\nshipped and stored in LBMA or Swiss Vault for the benefit of token holders.\nI. \tSecurity, Processing, and Bullion Custody Framework\nDigix Reyes Mining S.A., a wholly owned subsidiary of Digix Holding Inc., has implemented a\ncomprehensive end-to-end security and logistics system to safeguard the integrity, traceability,\nand lawful custody of all gold assets from extraction through final vault delivery. This\nframework ensures continuous verification and compliance with both Bolivian mining\nregulations and international chain-of-custody standards.\na. Site Security and Operational Control\nAll Digix-controlled mining and processing sites are equipped with Motorola Integrated Security\nSystems, encompassing:\n• \t24-hour video surveillance and motion analytics;\n• \tMulti-zone access control and checkpoint verification;\n• \tRadio-linked perimeter monitoring networks; and\n• \tEncrypted communication systems connecting site operations with Digix’s centralized\nmonitoring hub.\nThis infrastructure provides real-time oversight of all active mining and processing zones,\nensuring traceability and operational integrity from ore extraction to refinery shipment.\nSecurity protocols are designed and maintained in compliance with Bolivian national mining\nregulations, ISO 28000 Supply Chain Security Standards, and international best practices for\nprecious metal logistics.\nb. Refining and On-Site Processing\n\n-- 43 of 79 --\n\n35\n4934-0255-8476.4\nUpon extraction, Digix Reyes Mining S.A. processes all recovered ore into doré bars, a semi-\nrefined gold-silver alloy produced on-site under secured conditions. Each doré bar is weighed,\nassayed, serially recorded, and sealed under the supervision of authorized security personnel\nand compliance officers prior to transport.\nThese initial doré units serve as the transitional form of bullion prior to international refining\nand are cataloged within the Digix Chain-of-Custody Registry, linking each bar to its\ncorresponding mine source, batch ID, and assay certificate.\nc. Transport and Armored Logistics\nFollowing certification and sealing, doré bars are transferred into the custody of Brinks Bolivia\nS.A., Digix’s designated armored logistics and vaulting partner.\nUnder armed escort and continuous GPS monitoring, Brinks Bolivia transports the doré bars\nfrom the mine site to a regional Brinks secure facility for temporary storage, verification, and\nexport clearance. From there, Brinks coordinates international transport via its Global Precious\nMetals Logistics Network to a Brinks-approved LBMA refinery, where the doré is refined to\n99.9% purity in accordance with the London Bullion Market Association (LBMA) Good Delivery\nStandard.\nd. Refining, Assay, and Vault Delivery\nAt the refinery, the doré undergoes full metallurgical refining and independent third-party\nassay validation. The resulting gold bullion is cast into serialized Good Delivery Bars (GDB),\neach marked with its purity, serial number, and refinery stamp.\nUpon completion, the refined bullion is transported by Brinks to a Brinks International Vault\nunder Digix custody. Upon arrival, all bars are scanned, verified, weighed, and digitally logged\ninto the GOLDN Collateral Registry for allocation to Token holders.\ne. Token Settlement and Digital Title Assignment\nOnce verified, the refined bullion enters the GOLDN Token Settlement Process, whereby title to\nthe physical gold is digitally assigned to Token holders through the Digix Smart-Contract\nPlatform.\nThis process represents the conversion of in-ground collateralized reserves into fully vaulted\nbullion and triggers the corresponding Token lifecycle event — the burning of GOLDN_OT\nTokens and the minting of GOLDN_SET Tokens to the holder’s digital account.\nEach bar’s unique identifier is immutably recorded on-chain, establishing a verifiable link\nbetween the physical bullion and the digital entitlement it represents.\nf. Assurance and Verification\n\n-- 44 of 79 --\n\n36\n4934-0255-8476.4\nThis integrated custody system ensures that every GOLDN Token is backed by verifiable,\nphysically stored bullion, maintained under Brinks custody and subject to independent third-\nparty audits.\nBy establishing a closed-loop custody chain — from extraction through refining and vaulting —\nDigix provides institutional-grade assurance to token holders, regulators, and custodial\npartners worldwide, confirming that every Token corresponds to a verifiable, fully allocated\nquantity of physical gold securely stored within LBMA-accredited vaults under continuous audit\nand custody control.\nJ. \tChain-of-Custody and Verification Protocols\nDigix Reyes Mining S.A. operates under a zero-compromise custody and verification standard,\ndesigned to ensure complete traceability of gold from the point of extraction to final\ntokenization. Each stage of the value chain is governed by independently verifiable controls,\naudited reporting, and blockchain-based certification to maintain full transparency for investors\nand institutional partners.\nThe Company’s responsible-sourcing program complies with and references:\n• \tOECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected\nand High-Risk Areas (3rd Edition);\n• \tLondon Bullion Market Association (LBMA) Responsible Gold Guidance Version 9;\n• \tInternational Cyanide Management Code, ISO 14001, and ISO 45001 environmental and\noccupational standards; and\n• \tDelaware Uniform Commercial Code § 2-401, establishing clear title transfer and risk allocation\nat the moment of vault delivery.\nCompliance with these frameworks ensures that all bullion underpinning GoldN Tokens is\nconflict-free, ethically sourced, and traceable through independent verification.\n1. \tExtraction and On-Site Verification\nAll gold utilized in the Offtake Program originates from Digix-controlled or contracted mines\noperating under formal concessions and licensed by the Bolivian Ministry of Mining or equivalent\nauthorities.\n\n-- 45 of 79 --\n\n37\n4934-0255-8476.4\nKey mine sites include: Iglesiani, Maripani, Flor, 6 De Agosto, Tora, and Colosal—collectively, the\nDigix Reyes Mining Projects—covering approximately 9,758 acres around La Paz, Bolivia\nAll ore is extracted, logged, and documented under Digix Reyes’ internal production\nmanagement system.\n• \tEach batch of material is tagged with a unique lot identifier at the mine site.\n• \tSampling and assay results are recorded in both physical logbooks and digital ledgers,\ncreating an immutable record of grade, weight, and location.\n• \tDigix security personnel and Motorola-linked systems capture timestamped visual\nrecords for audit traceability.\n2. Processing and Doré Certification\nAt the on-site processing facility, Digix Reyes converts mineralized material into doré bars.\n• \tEach bar is weighed, photographed, and sealed with a serialized tamper-proof ID.\n• \tThe internal metallurgical laboratory issues an assay certificate, verifying purity and\nmetal composition.\n• \tThese records are countersigned by a licensed government metallurgical inspector as\nrequired under Bolivian law.\n3. Environmental, Social, and Governance (ESG) Compliance\nDigix integrates ESG benchmarks throughout its operations, including:\n• \tZero Mercury Usage in extraction and processing;\n• \tWater-Recycling and Tailings Management systems to minimize runoff and contamination;\n• \tLocal Community Employment Initiatives providing fair-wage labor and training;\n• \tArtisanal Mining Integration Program (AMIP) bringing informal miners into regulated\nframeworks; and\n• \tBiodiversity Reclamation Plans for each active site.\nCompliance reports are reviewed by the ESG Subcommittee of the Digix Compliance and Risk\nCommittee and are publicly summarized annually.\n4. Brinks Transport and International Custody\nUpon sealing, custody transfers to Brinks Bolivia, which assumes full responsibility for security and\ninsurance coverage throughout the logistics chain.\n• \tEach transfer is accompanied by a Bill of Lading, Transport Manifest, and Chain-of-\nCustody Certificate, digitally uploaded to the Digix audit portal.\n\n-- 46 of 79 --\n\n38\n4934-0255-8476.4\n• \tGPS-verified transit logs and real-time tracking confirm unbroken custody until receipt\nat the designated Brinks regional facility.\n• \tExport clearance and customs filings are completed under the supervision of Digix\nReyes’ compliance team and Bolivian mining authorities.\n5. Refinery Assay and Final Certification\nAt the receiving refinery (approved by the London Bullion Market Association – LBMA), doré bars\nundergo complete metallurgical processing to achieve 99.9% purity.\n• \tThe refinery issues an LBMA-compliant Good Delivery Certificate that references the\noriginal mine lot ID, creating a continuous paper and digital trail from origin to finished\nbullion.\n• \tThe refinery’s certificate is independently reviewed by a third-party audit firm\ncontracted by Digix Holding Inc\n6. Vaulting and Tokenization\nUpon refinement, gold is transferred to Brinks Global Services or equivalent LBMA-compliant\nvaults, where each bar’s serial number, assay certificate, and MOC are reconciled against the Digix\nCollateral Registry.\nVault receipts and insurance certificates are uploaded to the Transparency Portal, ensuring that\neach GOLDN_SET Token corresponds to a traceable, responsibly produced bullion bar.\nFollowing refinement, the bullion is delivered into an approved Brinks International Vault\n(U.S. Zurich, Dubai, or Panama).\n• \tOnce verified in custody, the bullion is entered into the Digix Custodial Register, which\nmirrors the Brinks inventory in real time.\n• \tA corresponding quantity of GOLDN Tokens is then released to holders through a smart-\ncontract transaction, representing legal and economic title to the vaulted gold.\n• \tEvery transfer, certificate, and custody record is permanently hashed onto the Digix\nblockchain for investor viewing and regulatory audit.\n7. Independent Oversight and Reporting\nTo maintain institutional-grade transparency:\n• \tQuarterly audits are conducted by an independent inspection firm verifying weights,\npurity, and vault holdings.\n\n-- 47 of 79 --\n\n39\n4934-0255-8476.4\n• \tAnnual reconciliation reports are published summarizing total in-ground reserves,\nrefined bullion, and tokenized equivalents.\n• \tThe audit framework aligns with International Financial Reporting Standards (IFRS) for\ndigital asset collateralization.\nThrough this multi-layered verification process, Digix ensures that every GOLDN Token is fully\nsupported by traceable, verified, and audited physical gold, establishing the highest level of trust\nand compliance in the tokenized precious-metal sector.\n8. Chain-of-Custody Data Integration\nAll custody events—mine extraction, transport, refining, vaulting, and Token issuance—are recorded in\nthe Digix Digital Payment Ledger and Collateral Registry, creating an immutable, auditable timeline of\neach ounce’s movement.\nEach record includes GPS metadata, assay identifiers, vault serials, and audit references, ensuring\ntransparent “mine-to-market” traceability.\n9. Continuous Improvement\nDigix commits to annual policy reviews to incorporate evolving best practices under LBMA, OECD,\nand IFC Performance Standards. \tIn addition, training programs are conducted annually for all\npersonnel and contractors to ensure continued compliance and awareness of responsible-sourcing\nobligations.\nK. Audit/Ownership Validation\n• \tIndependent auditors such as Bureau Veritas, SGS, or ERM perform annual ESG and\nResponsible Gold audits, certifying that all Digix supply-chain activities conform to\ninternational standards.\n• \tFindings are documented in a Responsible Sourcing Compliance Report (RSCR), which is\npublished on the Digix Transparency Portal and included in the annual Offering updates.\n• \tAny material non-compliance findings must be remediated within 90 days, with progress\ntracked through follow-up audits.\nL. Digix Reyes Mining Summary\na. \tDigix Reyes Mining Joint Operating Structure\nDigix Holding Inc. has entered into an exclusive operating agreement with Reyes Mining\nS.A., a well-established Bolivian mining group based in La Paz, Bolivia, to jointly execute all\nmining and production activities under the newly formed entity Digix Reyes Mining S.A.\n(“Digix \tReyes”). \tThis \tpartnership \twas \testablished \tto \tconsolidate \tDigix’s \tfinancial,\ntechnological, and tokenization capabilities with Reyes Mining’s extensive in-country\nexperience, operational capacity, and governmental relationships.\nUnder this structure, Digix Reyes Mining will be responsible for the full spectrum of mining\noperations, including:\n\n-- 48 of 79 --\n\n40\n4934-0255-8476.4\n• \tExploration and Geological Development – identification, sampling, and modeling of\ngold- and silver-bearing veins and reserves;\n• \tProduction and Processing – extraction, crushing, concentration, and refinement of\nmineralized material;\n• \tInfrastructure Construction – design and development of mine access roads, tailings\nstorage facilities, and plant installations;\n• \tRegulatory and Governmental Coordination – management of permits,\nenvironmental compliance, and ongoing relations with the Ministry of Mining and\nregional cooperatives; and\n• \tTransportation and Export Logistics – coordination of refined gold and silver\nshipments to designated vault and refinery partners.\nReyes Mining brings to this partnership over two decades of operational expertise in\nBolivian \tgold \tmining, \twith \ta \tworkforce \texceeding \t50 \ttechnicians, \tengineers, \tand\ncooperative partners operating across multiple producing regions. Their proven capabilities\nin high-grade narrow-vein extraction, combined with longstanding local relationships,\nprovide a critical competitive advantage within Bolivia’s unique mining ecosystem.\nThrough this alliance, Digix Holding gains immediate access to an established, compliant\noperational platform, enabling efficient deployment of capital into active gold and silver\nproduction while maintaining full transparency and scalability for tokenized reserve\nofferings. Digix Reyes Mining S.A. thus serves as the exclusive mining, development, and\nproduction arm of Digix’s operations in Bolivia — forming the foundation for the GOLDN\nand token asset streams that back Digix’s real-asset investment framework.\nb. \tDigix Reyes Management\nJoseph Reyes – President\nJoseph is an American entrepreneur, with dual USA-Bolivian citizenship. Joseph has\nbeen in the Bolivian gold mining industry for over twenty years and has been\nresponsible for the development and production of numerous gold mines over the years\nwithin Bolivia. He is schooled in all aspects of mining has assembled an experienced\nteam to lead the development, production and processing of the Digix Reyes mines.\nSandro Xavier Mafla Paredes – Head Engineer\nSandro has over 15 years of experience in the gold mining industry as a heavy\nEquipment operator and road construction engineer and was most recently\nthe Senior Open Pit Manager within the Santa Ana gold mining project.\nJose Fores Gandarillas – Mining Engineer\nJose has over 10 years of experience working within the gold mining industry in Bolivia,\nwith a focus on production. He has extensive experience in all areas of mining including\nmanaging many different mining cooperatives, including with Tora.\nRene Ricardo Laguna Hebia – Production Manager\nRichard comes from a mining family where his father was the former head of the\nMinistry of Mines in Bolivia. Richard was one of the directors of the mining Cooperative\n\n-- 49 of 79 --\n\n41\n4934-0255-8476.4\nFencomin and was most recently managing a gold mining project within the department\nof Beni, Bolivia.\nFabian Roberto Paz Antelo – Government Relations\nFabiano was most recently the regional manager in the eastern area of Bolivia,\nmanaging a gold mining project near the city of Santa Cruz. Fabian has a long history of\nworking closely with the Bolivian government and the Indigenous leaders controlling\nthe cooperatives.\nArmijo Rodrigo Diego Sala – Geologist\nRodrigo has been a geologist for over 20 years, working for most of that time in the\ngeological mining institution of Sergiomin in La Paz, Bolivia.\nMiguel Fidel Castillo Gandarillas - Geologist\nAs an experienced geologist, Miguel has an extensive track record with field work in\nboth the tropical region of Bolivia as well as the hard rock mountain ranges. His depth of\nknowledge across the Bolivia gold industry will play a key role at Digix Reyes.\nc. \tEconomic Structure and Revenue Allocation\nThe operational and financial framework between Digix Holding Inc., Digix Reyes\nMining S.A., and Reyes Mining S.A. has been designed to ensure clear accountability,\ntransparent cash flow management, and predictable investor returns. The structure\naligns operational efficiency with the progressive backing of the GOLDN token system,\nproviding investors with direct economic exposure to the value generated from verified\nin-ground reserves and ongoing production.\nd. \tOwnership and Control\n• \tDigix Holding Inc. (Delaware) serves as the parent company and holds 100% of\nDigix Panama S.A., the offshore financial conduit for all tokenization, vaulting, and\ninvestor settlement activities.\n• \tDigix Panama S.A. owns 100% of Digix Reyes Mining S.A. (Bolivia), thereby\nensuring complete vertical integration between capital formation, token issuance,\nand physical production.\n• \tReyes Mining S.A. operates as the exclusive general contractor, executing all\nphysical mining, processing, and transportation activities under a long-term service\ncontract with Digix Reyes.\n• \tReyes Mining S.A is economically incentivized and will receive 10% of total\nproduction as compensation, closely tying the objectives to the parentco.\n\n-- 50 of 79 --\n\n42\n4934-0255-8476.4\nThis structure enables Digix Holding to retain full economic control while leveraging\nReyes Mining’s established local expertise, personnel, and cooperative network.\nM. \tInsurance, Liability, and Risk Allocation Framework\n(a) Purpose and Overview\nThe purpose of this framework is to define the allocation of risk, transfer of title, and insurance\ncoverage associated with the extraction, refining, transport, and vaulting of gold bullion under the\nGOLDN Offtake Program.\nThe provisions herein align with 6 Del. C. § 2-401 (Uniform Commercial Code – Title and Risk of\nLoss), LBMA Good Delivery Rules, and internationally recognized commercial offtake standards to\nprotect both the Seller and the Offtake Token Holders\n(b) Title and Transfer of Risk\nTitle and risk of loss to the Product (refined gold bullion) shall pass from Digix Holding Inc.\n(“Seller”) to the Offtake Token Holder (“Buyer”) only upon completion of both:\n• \tRefinement of the Product into LBMA-compliant bullion and delivery into the designated\nvault under Digix custody; and\n• \tFull payment of the Deferred Purchase Price by the Buyer\nUntil these conditions are met, the Seller retains full legal and equitable title to the Product.\nUpon issuance of the Delivery Confirmation Notice, title to the specified quantity of bullion shall\ntransfer to the Buyer in accordance with 6 Del. C. § 2-401(2), and risk of loss thereafter resides with\nthe Buyer.\n(c) Insurance Coverage\nAll physical gold from the point of doré bar sealing at the mine through final vault allocation is\ninsured under All-Risk Bullion Insurance Policies issued by Brinks Global Services or other LBMA-\naccredited carriers.\nCoverage includes:\n• \tTransit risk (mine → refinery → vault);\n• \tLoss or damage from theft, fire, sabotage, or natural disaster;\n• \tPolitical risk (confiscation, expropriation, war, or civil disturbance); and\n• \tRefinery and vault liability.\nInsurance remains in full force until title passes to the Buyer. Each policy provides coverage up to\nthe full replacement value of the gold, based on the prevailing London PM Fix at the time of loss.\nInsurance certificates and coverage summaries will be posted on the Digix Transparency Portal\nfollowing each policy renewal.\n(d) Vault Liability and Custodial Protections\n\n-- 51 of 79 --\n\n43\n4934-0255-8476.4\nLBMA-accredited vaults used by Digix—including Brinks, Malca-Amit, or equivalent custodians—\nmaintain comprehensive liability coverage and adhere to the London Good Delivery Custodial\nStandard.\nEach vault’s internal controls include:\n• \tDual access authorization;\n• \tContinuous video surveillance and biometric access control;\n• \tPeriodic reconciliation with the Digix Collateral Registry; and\n• \tMandatory quarterly third-party inventory audits.\nThe custodians’ liability for physical loss or damage is limited to the full insured replacement value\nof the affected bullion, payable directly to Digix or its designated replacement custodian for the\nbenefit of Token holders.\n(e) Seller Liability and Indemnification\nThe Seller shall be liable only for losses or damages resulting from:\n• \tGross negligence, willful misconduct, or fraud in the handling or safekeeping of bullion prior\nto delivery into the vault; or\n• \tMaterial breach of contract or false certification of reserves or collateral.\nIn no event shall the Seller be liable for indirect, consequential, or speculative losses, including but\nnot limited to market fluctuations in the price of gold, delays in refining, or regulatory changes\naffecting delivery timelines.\n(f) Force Majeure\nNeither party shall be liable for delays or non-performance caused by events beyond their\nreasonable control, including but not limited to acts of God, war, natural disasters, labor disputes,\ngovernment action, or supply-chain disruptions.\nUpon occurrence of a Force Majeure event:\n• \tSeller shall promptly notify Buyers of the nature, extent, and expected duration of the event;\n• \tPerformance deadlines, including delivery or payment, shall be suspended for the duration of\nthe event; and\n• \tSeller shall resume performance as soon as practicable thereafter.\nIf a Force Majeure event continues for more than 180 days, either party may terminate the affected\nportion of the Offtake obligation without further liability, other than refund or credit for Down\nPayments corresponding to undelivered bullion.\n(g) Inspection, Loss Claims, and Remedies\nUpon receipt of the Delivery Confirmation Notice, the Buyer has ten (10) business days to request\ninspection of the bullion or verification of vault records.\n\n-- 52 of 79 --\n\n44\n4934-0255-8476.4\nIf any discrepancy, damage, or loss is identified, Buyer must file a Notice of Claim with Digix and the insurer\nwithin the same period.\nClaims are processed under LBMA loss-adjustment protocols and settled by the insurer directly to the\nrightful beneficiary.\nThe Seller shall cooperate fully with any investigation or insurance claim but shall have no liability for\nlosses covered under the insurance policy once title and risk of loss have passed to the Buyer\n(h) Allocation of Legal Jurisdiction\nAll matters related to title transfer, liability, and insurance shall be governed by the laws of the State of\nDelaware, without regard to its conflict-of-law principles.\nAny dispute shall be resolved by arbitration in Wilmington, Delaware, under the American Arbitration\nAssociation Commercial Rules, with final and binding effect.\n(i) Summary Assurance\nThrough comprehensive insurance coverage, strict chain-of-custody controls, and clearly defined\nlegal transfer points, this framework provides Token holders and institutional participants with full\ncommercial risk transparency.\nEach ounce of gold is insured, monitored, and legally protected through every phase—from mine to\nvault—ensuring that both Digix and its offtake purchasers are safeguarded under a transparent and\nenforceable structure.\nN. Corporate Management Team – C Suite\nPhilip A. Falcone – Chairman/CEO\nFounder and CIO of Harbinger Capital Partners, a hedge fund at its peak that had over $26b of\nassets fund under management. With over 35 years of investment experience, Falcone has\nextensive experience in telecom (Ligado) and commodities and commodities investing, including\nfunding start-up Fortescue Metals and Mining from its infancy to a world leader in iron ore.\nFalcone was also noted for his activity in the sub-prime crisis generating over $11b of profits in\nduring the financial crisis. \tFalcone also founded permanent capital vehicles HRG, Inc. (Now\nSpectrum Brands, NYSE: SPB) and Hc2 Holdings Inc. (Nasdaq: VATE).\nA Former Professional Hockey player, Falcone graduated from Harvard University where he\ngraduated with an AB in Economics.\nSharon Knoller – COO/Marketing\nFounder of various companies, Sharon has a vast experience in the blockchain space and continues\nas an advisor to several Web3 projects. Ms. Knoller is one of the first women to run a crypto\ncurrency exchange which has given her an edge when managing blockchain projects. As founder of\n\n-- 53 of 79 --\n\n45\n4934-0255-8476.4\nThe Crypto Media Group, Sharon created a firm to help emerging tech pioneers with service where\nshe has been involved for over 10 years in the intricacies of all aspect blockchain.\nNikola Mitrovic - CTO\nNikola, a Co- founder of Kivos Studio, a software development company that offers Saas solutions to\ncompanies in the blockchain space, has worked on many high-profile projects, customizing\nplatforms for B to B and B to C operations. Including over 5 years of experience in the tech group at\nGo Daddy Belgrade, Nikola is also a member of AIESEC in Serbia and is well-known as a Blockchain\nEngineering Specialist.\nRISK FACTORS\nThe following is a summary of certain material risks that could affect a purchaser’s participation in\nthe GoldN Token Offtake Agreement (the “Offtake”) and the ability of Digix Holding Inc. (the\n“Company”) to deliver gold bullion as contemplated herein. These factors include, but are not\nlimited to, operational, logistical, economic, and jurisdictional matters inherent in large-scale\nmining, refining, and delivery of physical commodities.\nProspective purchasers should carefully review these risk factors, together with the entire contents\nof this Memorandum and the related Offtake Agreement, prior to subscribing.\n1. Performance and Delivery Are Not Guaranteed\nWhile the Offtake structure is designed to align bullion deliveries with certified collateral and\nverified \tproduction \tsources, \tfulfillment \tultimately \tdepends \ton \tthe \tCompany’s \toperational\nexecution. Mining and refining outcomes, equipment performance, and third-party logistics may\nvary from projected timelines. No assurance can be given that gold will be delivered according to\nthe anticipated schedule or volume.\n\n-- 54 of 79 --\n\n46\n4934-0255-8476.4\n2. Gold Market Price Volatility\nThe Offtake price for gold under the Agreement is fixed; however, global gold prices fluctuate in\nresponse to supply-demand dynamics, monetary policy, and geopolitical conditions. Purchasers\nbear the commercial risk that future spot prices at the time of delivery may be higher or lower than\nthose prevailing at the time of subscription.\n3. Operational, Technical, and Environmental Risks\nMining operations inherently involve uncertainties, including geological variability, grade recovery,\nweather conditions, and potential mechanical or equipment failure. In addition, production may be\nimpacted \tby \tpermitting, \tenvironmental \tmanagement, \tlabor \trelations, \tor \ttransportation\nlogistics. Although Digix engages experienced professionals and vetted contractors, such risks can\nresult in delays or increased costs in refining and delivery.\n4. Political and Jurisdictional Risk\nDigix operates through subsidiaries and affiliates in multiple jurisdictions, including Bolivia,\nMexico, and the United States. Political developments, changes in mining laws, taxation, or export\nregulations, as well as local community relations, could adversely affect production or delivery\ntimelines.\n5. Regulatory and Compliance Requirements\nThis Offtake is conducted in accordance with applicable commercial, export, and commodities\nregulations, \tand \twith \tanti-money \tlaundering \t(AML) \tand \tknow-your-customer \t(KYC)\nrequirements. \tThe \tregulatory \tenvironment \tgoverning \tdigital \tcommodity \ttransactions \tis\nevolving. Changes in law or enforcement priorities could impose new obligations or restrictions on\nthe issuance, transfer, or delivery of Tokens.\n6. Delivery, Storage, and Custody Risks\nPhysical delivery of gold involves transportation, handling, and secure storage. While all deliveries\nwill occur through LBMA-accredited vaulting and logistics partners, there remains risk associated\nwith \tshipment \tdelays, \tcustoms \tprocessing, \tor \tstorage \tincidents \tbeyond \tthe \tCompany’s\ncontrol. Title to the gold passes only upon delivery as defined in the Offtake Agreement.\n7. Liquidity and Transfer Restrictions\n\n-- 55 of 79 --\n\n47\n4934-0255-8476.4\nThe Tokens are designed as evidence of a forward sale of gold and are not freely tradable\nsecurities. Transfers are limited to verified, KYC-qualified participants and may be subject to\nplatform or regulatory restrictions. \tSecondary liquidity may be limited or unavailable at\ntimes. Purchasers should be prepared to hold their Tokens until delivery of the underlying bullion.\n8. Technology and Digital Platform Risks\nThe Digix Platform operates on blockchain-based infrastructure. Although maintained with strong\ncybersecurity protocols, such systems are subject to potential technical disruptions, software bugs,\nor cyberattacks. \tLoss of private keys or digital credentials by a Token holder may result in\npermanent loss of access to the Token or delivery entitlement.\n9. Tax and Cross-Border Considerations\nTax obligations arising from participation in the Offtake or receipt of gold delivery will depend on\neach purchaser’s jurisdiction, residency, and personal tax circumstances. \tPurchasers should\nconsult qualified tax advisors regarding any applicable income, value-added, or import duties\nassociated with delivery or storage of gold bullion.\n10. Force Majeure and Unforeseen Events\nEvents beyond the control of Digix—including acts of God, war, civil unrest, natural disasters, or\ngovernmental intervention—may temporarily suspend or delay mining, refining, or delivery\nobligations. \tSuch events will be managed under the Force Majeure provisions of the Offtake\nAgreement, which extend delivery timeframes as commercially reasonable.\n11. Early-Stage Operational Development\nWhile Digix Holding Inc. and its affiliates possess extensive experience in mining, finance, and\ndigital infrastructure, the current Offtake represents the Company’s initial large-scale tokenized\ncommodity program. \tEarly-stage operational and integration challenges may occur as the\nCompany builds out production capacity and vaulting infrastructure to support ongoing deliveries.\n12. Commercial, Not Investment, Nature\nThe GoldN Token represents a commercial forward sale of gold, not an investment in the\nCompany. \tPurchasers are entering into a commodity offtake contract for the purpose of\n\n-- 56 of 79 --\n\n48\n4934-0255-8476.4\nacquiring physical gold at a fixed forward price. Returns, appreciation, or resale value are not\nguaranteed or represented.\nTHE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF\nALL \tRISKS \tTHAT \tMAY \tARISE \tIN \tCONNECTION \tWITH \tTHE \tOFFTAKE\nAGREEMENT. PROSPECTIVE PURCHASERS SHOULD READ THIS MEMORANDUM IN ITS\nENTIRETY AND CONSULT THEIR OWN COMMERCIAL, LEGAL, AND TAX ADVISORS\nBEFORE ENTERING INTO ANY SUBSCRIPTION OR OFFTAKE ARRANGEMENT WITH DIGIX\nHOLDING INC.\n.\nRISK MITIGATION MEASURES\nThe Company recognizes that commercial offtake arrangements for physical commodities carry\ninherent operational, logistical, and jurisdictional risks. \tThe following measures have been\nimplemented to mitigate key risks associated with the GoldN Token Offtake Program and to protect\nthe interests of all bona fide purchasers.\n1. Certified Collateralization and Substitution Rights\nAll Offtake Tokens are secured by certified gold reserves supported by technical reports compliant\nwith NI 43-101, JORC, or S-K 1300 standards. The initial issuance is collateralized by the San\nGregorio Vein reserves at the Nieves Mine (Mexico), while subsequent deliveries are fulfilled\nthrough verified production from Digix Reyes-controlled concessions in Bolivia.\nIf any portion of the designated collateral becomes impaired, unavailable, or non-compliant, Digix\nshall, within thirty (30) days, substitute equivalent or superior collateral of equal or greater value,\nat its sole cost and expense.\n\n-- 57 of 79 --\n\n49\n4934-0255-8476.4\n2. Progressive Collateralization and Reserve-to-Vault Framework\nDigix’s Reserve-to-Delivery model ensures that as gold is mined and refined, in-ground collateral is\nprogressively replaced by refined bullion held in LBMA-accredited vaults, maintaining a one-to-one\ncorrespondence between Tokens and verifiable metal. This process is subject to internal controls\nand independent audit verification.\n3. Production Diversification\nFulfillment of delivery obligations draws upon multiple active mining sites—including the Iglesiani,\nMaripani, Flor, 6 de Agosto, Tora, and Colosal concessions—spanning approximately 9,758 acres of\nmineralized territory in and around La Paz, Bolivia.\nThis multi-source approach reduces dependency on any single operation and provides flexibility to\nmanage supply or logistical disruptions.\n4. Independent Technical Oversight and Verification\nTechnical data underpinning the collateral and production plans are reviewed and updated by\nqualified third-party geological and mining professionals. \tIndependent NI 43-101-compliant\nassessments and sampling ensure that resource estimates and recovery expectations are based on\ntransparent, verifiable methodologies.\n5. Vaulting, Custody, and Logistics Controls\nRefined gold bullion is delivered to LBMA-standard vaulting and logistics partners. Each delivery\ntranche is fully documented and auditable, with custody records maintained under multi-signature\ncontrol.\nAll physical gold under Digix custody is insured against loss, theft, and transit damage to the extent\ncommercially available.\n6. Regulatory and Compliance Governance\nThe Offtake Program is structured under Delaware law as a commercial forward sale of a physical\ncommodity and is conducted outside the United States in accordance with Regulation S and\napplicable commodity trade exemptions.\nAll \tparticipants \tare \tsubject \tto \tKYC/AML \tverification, \tand \tDigix \tmaintains \ta \tcompliance\nmanagement system to monitor cross-border sales, export licensing, and anti-corruption protocols.\n\n-- 58 of 79 --\n\n50\n4934-0255-8476.4\n7. Digital Platform Security\nThe Digix Platform employs blockchain-based registry and smart-contract infrastructure with\nmulti-factor authentication and cold-storage key management.\nToken issuance, transfer, and delivery redemption are recorded on an immutable ledger that links\neach Token to its corresponding bullion allocation.\nRegular cybersecurity audits and penetration testing are performed to minimize operational risks.\n8. Force Majeure and Business Continuity Planning\nThe Offtake Agreement includes a detailed Force Majeure clause allowing for delivery extensions in\nthe event of natural disasters, civil unrest, regulatory interruption, or other events beyond the\nCompany’s control.\nDigix maintains redundant processing capacity, alternative transport routes, and insurance\ncoverage to minimize interruption during unforeseen events.\n9. Transparency and Reporting\nPurchasers will have access to periodic Production and Delivery Reports detailing mined ounces,\nrefined output, vault balances, and outstanding delivery commitments.\nWhere applicable, independent auditors may verify these reports to confirm the integrity of the\ncollateral and the accuracy of outstanding Token entitlements.\n10. Commercial Oversight and Governance\nOperational oversight is managed through Digix Master Series LLC, a Delaware entity that\nmaintains separate series accounts for each offtake program.\nThis structure segregates assets and liabilities by series, providing additional protection to\nofftakers and ensuring that each series’ collateral and obligations are legally distinct from others.\nThese mitigation measures are designed to align Digix’s operational performance with its\ndelivery obligations, uphold transparency across each stage of the Reserve-to-Vault cycle,\nand ensure that all purchasers under the Offtake Agreement receive verifiable, physical\ngold in accordance with the terms of their contractual entitlement.\n\n-- 59 of 79 --\n\n51\n4934-0255-8476.4\nUse of Proceeds\nProceeds from the sale of Tokens will be applied toward strategic capital expenditures and\noperational needs of Digix Reyes Mining S.A. (“DR”), a wholly owned subsidiary of Digix to advance\nthe “Reserve to Delivery” process. Primary uses include the acquisition of heavy mining equipment,\nfunding of working capital requirements, collateral payments for reserve rights, purchases of gold\nreserves, and the acquisition or control of additional mining assets both in the United States and\ninternationally. Proceeds will also cover certain fees and expenses associated with the Offering\n\n-- 60 of 79 --\n\n52\n4934-0255-8476.4\nSUMMARY OF DIGIX HOLDING INC.’S OPERATING AGREEMENT\nThe Company, Digix Holding Inc. is a Panamanian company and an indirect wholly owned\nsubsidiary of Digix, Inc. The Operating Agreement of the Company will govern the rights,\nobligations and management of the company. The following discussion summarizes certain\nportions of the Operating Agreement, but all statements made below and elsewhere in this\nMemorandum regarding the Operating Agreement are qualified in their entirety by the\nOperating Agreement itself. Capitalized terms used in this Section without definition shall\nhave the meaning given to such term in the Operating Agreement.\nManagement of the Company. The Company is to be managed by its managers. The initial\nmanagers will be Philip Falcone, CEO, \tand Sharon Knoller, COO. Philip Falcone will have\nthe sole ability to appoint their successors.\nCommon Equity. The ownership interests in the Company are represented by Common\nshares.\nCommon Equity Ownership. Digix Master Series LLC will be the sole equity holder of the Shares.\nCompany \tSeries. The Company is incorporated in the Republic of Panama to facilitate the\noperation of a digital asset and commodity offtake platform, enabling the issuance,\nmanagement, and administration of digital tokens representing pre-paid offtake rights and\nrelated bullion delivery obligations.\nDistributions. At the managers’ discretion, the Company will distribute available cash to its\nshareholders when received from the Digix Reyes Mining Subsidiary.\nNo Additional Capital Contributions. There will be no required additional capital contributions.\nNo Compensation of the Managers. The managers shall not receive any compensation for\ntheir services. All expenses will be borne by Digx Holding Inc. In the event Digix Holding\nInc. has employees, such employees may receive compensation for their services.\nLiability of the Managers to Third Parties. It is expected that the Company will have no\ndebts, obligations, or liabilities. Even so, except as otherwise provided under applicable\nPanama law or expressly provided in the Operating Agreement, no member will be\nobligated personally for any of the Company’s debts, obligations, or liabilities, whether\narising in contract, tort, or otherwise, solely by reason of being a member.\nTransferability \tof \tShares. \tA \tholder \tmay \tonly \ttransfer \tshares \tpursuant \tto \tthe\nrequirements of the Operating Agreement. Generally, the Operating Agreement requires\nthat the managers of the Company and the board of managers of the Company approve any\ntransfer. \tUnless approved by the managers, transfers are subject to the right of the\nParentco to purchase shares proposed to be transferred.\n\n-- 61 of 79 --\n\n53\n4934-0255-8476.4\nIndemnification. The managers are entitled to be indemnified and held harmless by the\nCompany, including advancement of expenses, but only to the extent that the Company’s\nassets are sufficient therefor, from and against all claims, liabilities, and expenses arising\nout of any management of Company affairs, but excluding those caused by the gross\nnegligence or willful misconduct of the managers. The managers’ right to be indemnified is\nsubject to the limitations imposed by Panama law. These indemnification rights are in\naddition to any rights that the managers may have against third parties.\nApplicable Law. The Operating Agreement is to be construed and enforced in accordance\nwith the laws of the Country of Panama.\nManagement of Digix Reyes Mining S.A. Digix Reyes Mining, a direct operating subsidiary\nof Digix Holding Inc., is to be managed Joseph Reyes. Mr. Reyes is further subject to a long-\nterm contract with Digix Reyes Mining S.A. (see “Exhibit E). Philip Falcone, chairman of the\nentity, shall have the ability to appoint and or/terminate the managers and employees of\nDigix Reyes Mining, Inc.\nCommon Share Ownership of Digix Reyes. There is one class Common Shares of Digix\nReyes, of which Digix Panama will hold 99% of such shares.\nDistributions. At the chairman’s discretion, Digix Reyes will distribute available cash to its\nCommon Shareholder, Digix Holding Inc.\nDigix Reyes Mining, Inc. If the manager and chairman determine that Digix Reyes does not\nhave sufficient cash available to pay expenses associated with the business plan, including,\nfor example, additional equipment and or working capital needed, it may require that its\nsole shareholder, Digix Holding Inc. additional Capital Contributions or seek additional\ninvestments under a separate series created by the Company. Any such additional\ninvestment may dilute those that shares of Digix Reyes but not of the GoldN token holders.\nCompensation of the Digix Reyes Managers. \tDigix Reyes manager(s) shall receive\ncompensation for services as managers in addition to reimbursement for out-of-pocket\nexpenses, unless otherwise determined by the Board.\nLiability of the Digix Reyes Manager to Third Parties. Except as otherwise provided\nunder \tapplicable \tPanama law or expressly provided in the Digix \tReyes Operating\nAgreement, no member will be obligated personally for any debts, obligations, or liabilities,\nwhether arising in contract, tort, or otherwise, solely by reason of being a member.\nApplicable Law. The Digix Holding Operating Agreement is to be construed and enforced\nin accordance with the laws of the Country of Panama\n\n-- 62 of 79 --\n\n54\n4934-0255-8476.4\n\n-- 63 of 79 --\n\nBUSINESS PLAN\nThe Company finds itself at the crossroads of two major industry segments – commodities and\ndigital technology. The advent of cryptocurrencies, block chain, smart contracts, etc., has led to the\ncreation of digital assets backed by real world assets. The real-world tokenization (sometimes\nreferred to as “RWA”) market is projected to grow from $118 billion to $10 trillion by 2030,\nunlocking liquidity in private equity, real estate, and more. Commodities, real estate, debt and\ninvestment funds are forecasted to be the top four tokenized assets by 2030. Commodities, being\none of the largest asset classes, is particularly well-suited for tokenization.\nGold tokenization offers offtake purchasers unparalleled access to verified, production-linked\ngold reserves through a transparent, pre-paid delivery framework. By combining traditional\ncommodity offtake mechanics with blockchain-based allocation and custody, the GoldN structure\nallows purchasers to secure future bullion at a fixed forward price while maintaining direct\ntraceability from certified reserve to refined metal.\nDIGIX HOLDING INC. — GOLDN TOKEN OFFTAKE FRAMEWORK\nDigix Holding Inc. (“Digix”) is leveraging advances in digital commodity infrastructure to launch a gold-\nbacked offtake token that modernizes the way forward sales of physical gold are structured and\nmanaged. The GOLDN Token represents a commercial forward-sale entitlement secured by verified,\ncertified gold reserves that will be mined, refined, and delivered as part of Digix’s Reserve-to-Vault\nprogram.\nThis structure enables qualified purchasers to pre-purchase future bullion under a transparent, over-\ncollateralized, and fully documented framework, linking digital offtake instruments to tangible,\ngeologically validated gold reserves. The result is a compliant, non-speculative model that integrates\ncommodity finance discipline with physical asset delivery.\nDigix’s Tokenized Offtake Model: Delivering Value and Reducing Operational Risk\nDigix has developed a tokenized offtake system designed to bridge verified gold reserves with\nfuture physical delivery, minimizing exposure to speculative mining risks that typically affect\nproject-based commodity ventures.\nIn traditional mining finance, operational delays, cost overruns, or equipment failures can impair\nreturns or delivery schedules. The Digix model resolves this by anchoring each Token to proven,\nindependently verified gold reserves \trather than contingent \tproduction outcomes. \tToken\nentitlements correspond to certified in-ground ounces and are fulfilled by refined bullion output\nsourced from Digix-controlled mines in Bolivia and the United States.\nUnder the Offtake Agreement, each Token represents a defined fractional delivery right—a pro-rata\nentitlement to a fixed quantity of gold backed by certified reserves that are progressively converted\ninto refined bullion. The value basis of the Token derives from the quantity of verified gold\ncollateral and the prevailing market reference price of gold at the time of delivery—not from\noperational profits or speculative performance.\n\n-- 64 of 79 --\n\nThis reserve-anchored structure ensures that offtake purchasers retain a clearly identified and\ncontinuously collateralized claim on physical gold, regardless of temporary variations in mining\nschedules or processing timelines. Operational disruptions—such as weather events, logistical\ndelays, or regulatory adjustments—may affect timing but do not diminish the quantity or quality of\nthe reserve backing each Token.\nIn practical terms, the GOLDN Token functions as a digital record of a commercial gold purchase\nagreement, representing a forward allocation of certified gold under a transparent, auditable, and\nenforceable framework. Each Token is tied to measurable reserves confirmed under NI 43-101 and\nrelated geological standards, ensuring a consistent link between digital issuance and physical\nreality.\nIntegrated Reserve-to-Delivery Management\nUnlike passive commodity issuers that rely solely on external suppliers, Digix—through its\nsubsidiary Digix Reyes Mining S.A.—manages the entire lifecycle of the offtake process: from\nreserve certification and extraction to refining, vaulting, and delivery. The Company operates and\noversees its own production from the Iglesiani, Maripani, Flor, 6 de Agosto, Tora, and Colosal\nconcessions in Bolivia, with additional assets under development in the United States.\nThis vertically integrated structure ensures that the gold reserves supporting each Token remain\nunder Digix’s direct operational and logistical control, enhancing transparency, traceability, and\nfulfillment reliability. Purchasers thus benefit from the combination of certified collateral and\nvertically managed production, creating a direct, verifiable pathway from reserve validation to\nbullion delivery under the Reserve-to-Vault process.\n\n-- 65 of 79 --\n\nKEY FEATURES OF THE GOLDN TOKEN OFFTAKE MODEL\nThe GOLDN Token Offtake is structured as a commercial forward sale of physical gold bullion under a\ndefined contractual framework. Each Token documents a pro-rata entitlement to future delivery of\nrefined gold sourced from Digix-controlled mining operations and supported by certified geological\nreserves.\nThe following features distinguish the GOLDN structure from traditional investment or speculative\nmining models:\n1. Certified Collateral Foundation\nEach issuance is anchored by independently verified gold reserves.\nThe initial collateral base comprises approximately 49,000 troy ounces of NI 43-101–certified reserves\nfrom the San Gregorio Vein at the Nieves Mine (Mexico), with ongoing substitution by refined bullion or\nnew certified reserves as production advances.\nThis ensures that every Token remains fully backed by verifiable, measurable gold assets at all times.\n2. Reserve-to-Delivery Conversion\nAs mining progresses, Digix systematically converts in-ground collateral into refined, LBMA-standard\nbullion, creating a Reserve-to-Vault audit trail.\nEach delivery tranche replaces reserve collateral with vaulted bullion, maintaining continuous one-to-\none backing between Tokens and physical metal.\n3. Fixed Forward Pricing Structure\n20,000 tokens represent gold priced at a fixed forward rate of US $1,550 per ounce, composed of:\n• \tPro-Rata purchase at US $395 per ounce non-refundable down-payment at subscription; and\n• \tPro-Rata purchase at US $1,155 per ounce deferred balance payable upon delivery readiness.\nThis mechanism provides price certainty for purchasers and predictable cash flow for mining and\nrefining operations.\n4. Multi-Jurisdictional Production Sources\nBullion deliveries are fulfilled from multiple Digix Reyes–controlled concessions—including Iglesiani,\nMaripani, Flor, 6 de Agosto, Tora, and Colosal—covering roughly 9,758 acres in and around La Paz,\nBolivia, and will be supplemented by future Digix projects in the United States.\nThis diversified production base mitigates operational and jurisdictional concentration risk.\n5. Delivery and Vaulting Options\nUpon notification of availability, purchasers may elect either:\n• \tPhysical delivery of bullion to an approved location at their expense; or\n• \tAllocated storage under their name within an LBMA-accredited vault administered by Digix\nlogistics partners.\nTitle passes in accordance with the Offtake Agreement and Delaware UCC §2-401.\n\n-- 66 of 79 --\n\n6. Regulatory and Legal Compliance\nThe Offtake Program is governed by Delaware law and qualifies as a commercial forward sale of a\nphysical commodity, not a security or financial instrument.\nAll participants undergo KYC / AML verification, and the Offering is conducted outside the United\nStates in compliance with Regulation S and relevant international commodity-trade exemptions.\n7. Digital Recordkeeping and Transparency\nToken issuance, transfer, and redemption are recorded on the Digix Platform’s blockchain-based\nregistry, providing immutable proof of entitlement and collateral status.\nPurchasers have access to ongoing production, audit, and vault reports through the platform.\n8. Collateral Substitution and Risk Management\nIf any portion of the designated collateral becomes impaired or unavailable, Digix will substitute\nequivalent or superior certified reserves or bullion within thirty (30) days of discovery, at its own\nexpense.\nComprehensive insurance, logistical controls, and independent audits further reduce delivery risk.\n9. Commercial Governance and Series Protection\nAll offtake proceeds and obligations are administered through Digix Master Series LLC, a Delaware\nentity that maintains separate series accounts for each commodity program.\nThis structure isolates assets and liabilities by series, providing enhanced protection for purchasers\nand ensuring transparency in fund and collateral management.\n10. Reporting and Oversight\nPurchasers will receive periodic Reserve-to-Vault status reports detailing mined ounces, refined\noutput, vault holdings, and outstanding delivery obligations.\nIndependent technical consultants may verify reported data under internationally recognized\ngeological and accounting standards.\nSummary\nThe GOLDN Token Offtake integrates the regulatory discipline of a traditional commodity offtake\nwith the efficiency and transparency of blockchain-based documentation.\nBy combining certified collateral, fixed forward pricing, and multi-jurisdictional production control,\nDigix delivers a modernized, secure, and transparent pathway for purchasers to obtain physical\ngold through a commercial offtake contract.\n\n-- 67 of 79 --\n\nProjected Milestones\nInitial Closing \tDec 15, 2025\nMining Production Begins \tMar 1, 2026\nFirst Production of Doré Bar \tApr 1, 2026\nFirst Refined Delivery to Vault \tJun 1, 2026\nFinal Delivery – 49,000 oz. \tMar 1, 2027\nDeferred Payment Due \tJun 1, 2027\n(60 Days from Final Delivery Date)\nAll timelines, milestones, production schedules, and delivery projections contained in this Memorandum are estimates\nonly and are provided for illustrative purposes. Actual results, commencement dates, and completion times may differ\nmaterially due to regulatory, operational, market, or logistical factors beyond the Company’s control. No assurance can be\ngiven that any specific milestone or projected date will be achieved as stated.\n\n-- 68 of 79 --\n\nOFFSHORE STRUCTURE AND REGULATORY COMPLIANCE\nDigix Holding Inc. has structured the GoldN Token Offtake Program as a commercial forward sale of a physical\ncommodity (gold) conducted internationally, including in the U.S., in compliance with applicable international\ntrade and financial regulations. While the transaction qualifies as a commercial contract for the sale of goods under\nDelaware UCC Article 2, the Company also observes the onshore and offshore offering principles set forth under\nRegulation S of the U.S. Securities Act of 1933 to ensure complete regulatory separation from U.S. markets.\nKey Elements of the Offshore Framework\n1. Eligibility\nParticipation in the Offtake Program includes both-U.S. and Non-U.S. persons, as defined in Rule 902(k) of\nRegulation S, and to qualified commercial entities purchasing gold for their own account and delivery. U.S.\nresidents and persons within U.S. jurisdiction are not eligible to subscribe.\n2. Jurisdictional Scope\nAll marketing, subscription, payment, and delivery activities occur exclusively outside the United States. The\nOfftake is administered through Digix Holding Inc., a company organized under the laws of Panama, and its\naffiliated Digix Master Series LLC – Series GOLDN (Delaware), which governs the contractual framework for\ndelivery and title transfer.\n3. Offshore Entity Management\nThe offering is managed and executed through offshore subsidiaries, ensuring that all contractual, custodial, and\ndelivery operations remain outside U.S. territory. This structure provides clear jurisdictional separation between\nDigix’s global commodity operations and any U.S. regulatory reach.\n5. AML / KYC - Domestic and International Compliance\nAll purchasers must complete jurisdiction-specific onboarding, know-your-customer (KYC), and anti-money-\nlaundering (AML) procedures prior to acceptance of any subscription. Digix maintains compliance systems aligned\nwith FATF and OECD standards for cross-border commodity transactions.\nRegulatory Characterization\nThe GoldN Token represents a commercial entitlement to future gold delivery and is therefore treated as a physical\ncommodity forward contract, not a security or investment product. The offshore structure ensures the program\nremains outside the registration requirements of the U.S. Securities Act, while maintaining the highest standards of\ninternational trade compliance, contract enforceability, and participant protection.\n\n-- 69 of 79 --\n\nCOMPLIANCE STATEMENT AND LEGAL OPINION SUMMARY\n1. Commercial Classification\nIndependent counsel has reviewed the structure of the GoldN Token Offtake Program and confirmed that it constitutes a\ncommercial forward contract for the sale and future delivery of a physical commodity (gold), governed under Article 2 of\nthe Delaware Uniform Commercial Code (UCC).\nThe Tokens function solely as documentary evidence of prepaid offtake rights and do not convey any ownership, voting,\nprofit-sharing, or equity interests in Digix Holding Inc. or any affiliate.\nAccordingly, the Offtake does not constitute an offer or sale of securities under U.S. federal or state law.\n2. Offshore Jurisdictional Framework\nThe Offtake Program is administered through Digix Holding Inc., a Panamanian company, and Digix Master Series LLC\n– Series GOLDN, a Delaware entity formed solely to manage and account for the specific series of gold offtake rights.\nAll marketing, subscription, and delivery activities occur internationally, and and in the United States in compliance with\nRegulation S under the U.S. Securities Act of 1933.\nNo solicitation or distribution of materials will be made within the United States or directed to any U.S. person as defined\nin Rule 902(k).\n3. Commodity and Trade Compliance\nCounsel has further confirmed that the GoldN Token Offtake falls within applicable commercial and commodities\nexemptions from regulation under the Commodity Exchange Act (CEA), as the transaction involves bona fide physical\ndelivery of gold within customary commercial time frames and does not create leveraged or margin exposure.\nThe structure also conforms to international trade norms for cross-border mineral offtake contracts and adheres to FATF,\nOECD, and Panamanian Superintendencia del Mercado de Valores (SMV) anti-money-laundering standards.\n4. AML / KYC Compliance Statement\nDigix maintains a global compliance program incorporating know-your-customer (KYC), anti-money-laundering (AML),\nand counter-terrorist-financing (CTF) controls.\nAll purchasers must complete full identity verification prior to acceptance, and all transactions are screened through\ninternational sanctions databases.\nOngoing monitoring is conducted in cooperation with regulated banking, vaulting, and logistics partners.\n\n-- 70 of 79 --\n\n5. Legal Opinions\n• \tDelaware Counsel has provided an opinion confirming that each Offtake Agreement and Token\nissuance, when executed, constitutes a valid and enforceable contract for the sale of goods under\nDelaware UCC § 2-105 and § 2-401, and that title to the underlying bullion passes upon delivery in\naccordance with the Agreement.\n• \tPanamanian Counsel has confirmed the legal capacity of Digix Holding Inc. to enter into and perform its\nobligations under the Offtake Program and that the structure complies with Panamanian corporate and\ninternational trade law.\n• \tBolivian Counsel has verified the legality of the mining operations and export rights under which the\nbullion used for delivery will be produced.\n6. Continuing Compliance\nDigix commits to maintaining ongoing adherence to all applicable commercial, export, environmental, and trade\nregulations in each jurisdiction in which it operates.\nThe Company will update purchasers if any material regulatory changes occur that could affect production,\ndelivery, or transfer processes under the Offtake Program.\nSummary\nBased on the foregoing opinions and compliance reviews, the GoldN Token Offtake is confirmed to be a lawful\ncommercial forward sale of gold executed under Delaware law and administered offshore in accordance with Regulation\nS and applicable commodity-trade exemptions.\nThe structure preserves the rights of purchasers to physical delivery while ensuring full conformity with international\nAML/KYC, trade, and corporate-governance standards\n\n-- 71 of 79 --\n\nExhibit A\n[SUBSCRIPTION AGREEMENT]\n\n-- 72 of 79 --\n\nExhibit B\n[GOLDN OFFTAKE AGREEMENT]\n\n-- 73 of 79 --\n\nEXHIBIT C\n[DIGIX HOLDING INC. ARTICLES]\n\n-- 74 of 79 --\n\nEXHIBIT D\n[DIGIX, INC. FORMATION DOCUMENTS]\n\n-- 75 of 79 --\n\nEXHIBIT E\n[REYES MINING AGREEMENT]\n\n-- 76 of 79 --\n\nEXHIBIT F\n[GOLDN WHITEPAPER]\n\n-- 77 of 79 --\n\nEXHIBIT G\n[NI 43-101 CERTIFICATION]\n\n-- 78 of 79 --\n\nEXHIBIT H\n[GOLDN TOKEN TRUST AGREEMENT]\n\n-- 79 of 79 --\n\n","numPages":79,"title":"Confidential Offtake Memorandum","id":"offtake-memorandum"}