Private Share Placement Disclaimer
Issued by AIM Fintech (Pty) Ltd, a licensed Financial Services Provider (FSP No. 53769)
Restricted Offering Notice
This private share placement is made exclusively to qualified investors in accordance with Section 96 of the Companies Act, 2008 (Act No. 71 of 2008). It is not an offer to the public and is exempt from the prospectus requirements under Section 99 of the Act. By accessing this document, you confirm that you are a person to whom this offer may legally be made.
FAIS Act Compliance
AIM Fintech (Pty) Ltd is a licensed Financial Services Provider under the Financial Advisory and Intermediary Services Act, 2002 (FAIS Act), authorized to render financial services in respect of crypto assets, which have been declared financial products by the Financial Sector Conduct Authority (FSCA) as of 19 October 2022.
This offering is made in compliance with FAIS Notice 25 of 2023, including any applicable transitional exemptions. The FSP has submitted its license application enhancement for Securities: Shares, sub-category and adheres to all fit and proper requirements, including competence, honesty, and operational ability.
Exclusion from CISCA and FMA
This offering does not fall under the ambit of:
• Collective Investment Schemes Control Act (CISCA): This offering does not constitute a pooled investment vehicle wherein multiple investors contribute funds to be managed collectively. Instead, each investor subscribes directly to shares in a private company (SPV), and no unitized or collective scheme is established pursuant to which the crypto arbitrage strategy is managed by the FSP.
• Financial Markets Act (FMA): The offering does not involve the listing, trading, or clearing of securities on a licensed exchange. It is a private placement of shares and does not constitute regulated market activity under the FMA.
Crypto assets are not classified as securities under the FMA, and this offering does not involve the issuance or trading of securities as defined in that Act.
Crypto Asset Risk Disclosure
Investments in crypto assets and crypto-related securities are speculative and subject to significant risk, including:
No Guarantee of Returns• High market volatility
• Regulatory uncertainty
• Potential loss of capital
• Cybersecurity and operational risks
Investors are strongly advised to seek independent financial, legal, and tax advice before making any investment decision. The FSCA does not endorse or guarantee the safety or future value of crypto assets.
This document does not constitute a guarantee of future performance. Past performance is not indicative of future results. No representation or warranty is made as to the accuracy or completeness of the information contained herein. The issuer disclaims any liability for losses arising from reliance on this information.
Jurisdictional Limitations
This offering is governed by South African law and is not intended for distribution in any jurisdiction where such distribution would be unlawful. Investors outside South Africa must ensure compliance with their local laws and regulations before participating.
Anti-Money Laundering (AML) and FICA Compliance
All investors will be subject to Know Your Customer (KYC) procedures in accordance with the Financial Intelligence Centre Act (FICA). This includes verification of identity, source of funds, and ongoing monitoring. The issuer reserves the right to reject any subscription that does not meet AML requirements, or any contravention thereof in terms of the FSP’s Risk Management Compliance Plan(“RMCP”)
Conflict of Interest Disclosure
The FSP has adopted a Conflict-of-Interest Management Policy in accordance with the FAIS Act. Any material conflicts of interest will be disclosed to investors prior to engagement. The FSP undertakes to act in the best interest of its clients at all times.
Use of Proceeds
The proceeds from this private placement will be used as outlined in the offering memorandum. The issuer reserves the right to amend the use of proceeds based on operational requirements, subject to investor notification where applicable.
Confidentiality
This document is confidential and intended solely for the recipient. It may not be reproduced, distributed, or disclosed to any third party without prior written consent from Aim Fintech (Pty) Ltd.
Transferability
Shares issued pursuant to this private placement are subject to restrictions on transfer in terms of the Companies Act, 2008 (Act No. 71 of 2008), and the provisions of the company’s Memorandum of Incorporation (MOI). Such shares may not be transferred, sold, assigned, pledged, or otherwise disposed of without the prior written consent of the issuer and in compliance with applicable laws and regulatory requirements.
