ZETA GOLD COIN White Paper - ZETA GOLD COIN - Zeta Group Holdings
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Private & Confidential Contents Definitions .............................................................................................................................................. 2 Zeta Gold Coin Overview ............................................................................................................ 4 Estimated Mining Valuation . ..................................................................................................... 7 Exploration Activities ..................................................................................................................... 8 Risks ........................................................................................................................................................ 12 Project Information . ..................................................................................................................... 14 Directors ............................................................................................................................................... 18 Board Adviser ................................................................................................................................... 19 Initial Exchange Offering .......................................................................................................... 20 Tokensale Information . .............................................................................................................. 20 Gold Storage ..................................................................................................................................... 21 Subscriptions and Redemptions ........................................................................................ 22 Gold Price Forecast 2020 ......................................................................................................... 23 Long-Term Gold Target . ............................................................................................................ 24 Details of Main Parties ............................................................................................................... 25 Disclaimer ........................................................................................................................................... 26 1
ZETA GOLD COIN Definitions For the purposes of this Whitepaper, the following expressions have the following meanings: Company means ZETA GROUP GOLD INVESTMENT COMPANY. Cayman Islands means the British Overseas Territory of the Cayman Islands. Coinholder means a person who is registered on the Exmarkets Exchange as the holder of a participating coin. DCSX means the Dutch Caribbean Securities Exchange. Directors means the Directors for the time being of the Company. Due Diligence means the work carried out by the Directors to ensure the validity of the Company’s assets such that the ownership of the claim tenures are duly recognised and licensed in Canada, the physical gold stored at the SGPMX and the basket of crypto currencies such as Bitcoin & Ethereum. Eligible Investor means those persons who are eligible to hold coins, subject to KYC and AML practices. Exmarkets means a primary crypto exchange registered in the British Virgin Islands (“BVI”) since 2018. Free Miner Certificate means the certificate issued by the Canadian Government to show the named persons entitlement and ownership of the right to exploit registered claim tenures. Gold Bearing Channel means the gold bearing paleochannel as confirmed in the “Alice Creek Placer – Gold Exploration Project” commissioned by Mr Alex Loo and prepared by Mr Daniel Cardinal, P, Geo., F.G.A.C. Professional Geoscientist – British Columbia, referred to as the “Cardinal Channel”. IEO Initial Offer Price means the launch price in US Dollars for each participating Coin 2
Private & Confidential Investment Manager means Zeta Group Holdings Ltd the firm or corporation appointed, and from time to time acting, as investment manager of the Company. The Principal of the Investment Manager is Mr Paul Edward Morton who is also a Director of the Company as detailed in this PPM. Mary Creek Zeta 1, 2 & 3 means the claim tenure mineral titles collectively known as MaryCreekZeta (“MCZ”) and registered under under Free Miner Certificate number 258168 with the Government of Canada. Management Agreement means the agreement by which the Company has appointed the Investment Manager to manage the Company’s investments in relation to the Company. NI 43-101 means a national instrument for the standards of disclosure for mineral projects within Canada. The instrument is a codified set of rules and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report their results on recognised stock exchanges. Offering means the offer of the coin being made on the terms of this Whitepaper (as such may be amended from time to time). Quarter means the quarters of the financial year ending on the last day of March, June, September and December respectively. Quoted Price means the price of the participating coin as quoted from time to time on Exmarkets or any other recognised exchange. Registration means the registration agreement and policies as determined by Exmarkets to open an account. US dollars, US$ and cent means the currency of the United States of America. ZGC means the Zeta Gold Coin 3
ZETA GOLD COIN Zeta Gold Coin Overview Zeta Gold Coin, a unique product in the multi-faceted Blockchain space where each coin is made up of four constituent parts; 10 grams (10g) physical 999.99 gold bullion secured and stored at the SGPMX vault, 0.008 of a Bitcoin the leading Cryptocurrency, 0.2 of Ethereum and the upside from Zeta Group Gold Investment Company’s gold exploration activities in Canada, the world’s #5 gold producing country and at the present time, backed by 30.65 km2 of gold claim properties with gold reserves currently valued at US$525 per coin. Zeta Group Gold Investment Company is a company incorporated solely for the purpose of exploiting and monetising proven gold reserves in the Cariboo Gold Fields of British Columbia, Canada. Zeta Group Gold Investment Company (the “Company”) is a private company limited by shares and incorporated in the Cayman Islands. The Company shares have a technical listing on the Dutch Caribbean Stock Exchange (“DCSX”) – Curaçao – under the International Securities Identification Number (“ISIN”) KYG9895Y1070 and cleared/settled through ‘Fundsettle’ a division of Euroclear. The objective of the Company is to exploit alluvial and mineral mining rights of its 30.65 km2 together with Alice Creek (13.78 km2) along the recently discovered Gold Bearing Channel (“GBC”) in British Columbia, Canada, North America. The Company has outsourced investment management to Zeta Group Holdings Ltd (“Zeta Holdings”), a company incorporated in the Seychelles. Zeta Holdings is owned and managed by Paul E Morton, one of the founders of the Group while David Hirst, the other founder of the Group and Paul E Morton own all non- participating voting shares of the Company. The Company itself is managed by a Board of Directors comprising: David Hirst and Paul E Morton, together with a Board adviser Mr Stephen Hogg. The Board will supervise the investment manager, review/supervise all mining outsourcing and activities, if applicable, and ensure the monetisation of the mining rights and gold resources. 4
Private & Confidential Gold Mining in Canada With over 5 years of geophysical and geotechnical analysis, the Company is now in the position to fully monetize the gold reserves within its claim tenure footprint. The claims are situated in the gold rich fields of the Cariboo region of British Columbia, Canada. Through the application of drill holes, test pits and geological work carried out over the last 4-5 years, there is an estimated c.286,000 ozt of gold per 1.55 km2. Through the application of capital secured through the coin IEO the Company is planning to dual list / IPO. This funding will significantly enhance the value of the Company’s assets. The Company has adopted a valuation of US$110 per ozt as mandated by the Toronto Stock Exchange for unmined, unproven gold reserves. This produces an estimated valuation of c.US$290 million. The Company has minimized its exposure to risk through extensive geological analysis. The proving of gold reserves through formal geological reports (NI 43-101)* does not necessitate a full scale mining operation, which would be both time consuming and expensive. However, the impact of obtaining the formal NI 43-101 report would increase significantly the valuation of the gold reserves from US$110 per ozt which the Company is currently adopting for unmined, unproven reserves. All In Sustaining Costs (“AISC”) This example using an average realised gold price of $1,672 * US$1,672 per ozt of All In Sustaining Costs (“AISC”) from Newmont Goldcorp, one of the world’s leading THE DIFFERENCE metals & mining companies, shows that if you deduct BETWEEN THE ALL-IN COST AND MARKET PRICE IS GOLDCORP’S MARGIN the ‘General & Administration costs of US$105 then the resultant figure shows the gold production cost of $874 US$769 per ozt. $105 General & administrative costs $23 Exploration costs $7 Other 9% Maintenance Zeta Group Gold Investment Company is currently 16% Consumables 17% Energy using a valuation of US$110 per ozt for unmined, 17% Labour $300 OPERATING COSTS 20% Other unproven reserves. Therefore, once a NI 43-101 has Disclosing sustaining capital costs been conducted on selected claims, the Company provides greater transparency about the true cost of producing an ounce of gold. Again in 2012, Goldcorp maintained the can then use the spot price of gold less the AISC of lowest all-in costs among our peers. $439 SUSTAINING CAPITAL EXPENDITURES c.US$769 as mentioned above to value its reserves; MARKET PRICE *2012 average realised ALL-IN (SUSTAINING) gold price per ounce CASH COSTS this results in a very significant increase to value. *The NI 43-101 officially serves as the Canadian Government qualified audit of resources and as such is legally binding and accepted by global stock exchanges 5
ZETA GOLD COIN Zeta Gold Coin Overview continued Canada is the 5th largest producer of Gold globally (source: World Gold Council, US global Investors). Boasting a stable political, legal and economic system Canada is one of the top ranked countries globally for investment and recognized as one of the most attractive countries in which to invest in Gold Mining. The Cariboo Gold belt located in south British Columbia, Canada, has long been established and remains a world class gold production region. Participating in the exclusive geological expansion of gold bearing properties, the Coinholder will benefit from the mining rights, contracts and valuation based reserves. The Company works with specialist geologists and survey experts, among which world renowned SRK are recognized as global leaders in the field. The Company’s model is based on exploration, proving reserves, enhancing valuation. The geologist teams will be conducting extensive work and produce surveying, sampling, geological reports and all other technical due diligence that is necessary to verify the presence, location and quantum of gold and mineral resources. SRK Consulting is the world leader in its field, with a team of multidisciplinary specialists that provide a comprehensive, integrated approach to viability studies (including scoping, feasibility and prefeasibility), due diligence reviews, economic evaluations and risk assessments. Mining companies must satisfy environmental regulations and address community expectations at all stages of the mining life cycle. Our specialist providers comply with internationally recognized practices and reporting requirements and independent technical reports produced for worldwide stock exchanges, banks and private investors. 6
Private & Confidential Estimated Mining Valuation [Casey Research Industrial Average [911 Metalurgist from US$30/oz to US$160/oz] between 5%-10%] Name of P&P Gold Conversion Estimated Value Gold in @ US$50/oz (au) @ US$100/oz (au) @ 7.5% SPOT gold Property in Ground Factor Resource Property asset disposal asset disposal asset disposal (oz) (P&P → Actual (oz) @ US$1,750/oz value value value Extraction) (US$ 1,750/oz) Alice Creek 166,720 80% 133,376 US$ 233,408,000 US$ 6,668,800 US$ 13,337,600 US$ 17,505,600 ZETA 3,290,841 80% 2,632,673 US$ 4,607,177,400 US$ 131,633,640 US$ 263,267,280 US$ 345,538,305 US$ 138,302,440 US$ 276,604,880 US$ 363,043,905 Estimated Share Value US$ 57.62 US$ 115.25 US$ 151.27 [2.4 million issued Participating Shares] NOTES 1. P&P Gold in the Ground (oz) This represents ‘Proven’ and ‘Probable’ gold resource. 3. Estimated Resource (oz) 2. Conversion Factor The volume and value of unmined gold is estimated based on preliminary Conversion is defined here as reports and estimates by geologists. the reduction in gold volume as 4. NI 43-101 Geological Report the project moves from Inferred National Instrument 43-101 (the “NI 43-101” or the “NI”) is a national resources to ‘Proven’ & ‘Probable’ instrument for the Standards of Disclosure for Mineral Projects within reserves. Canada. The Instrument is a codified set of rules and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report these results on Stock Exchanges. The Capital Raising and Application of Investor Funds via the coin IEO The raising of capital through the coin IEO will provide the Company with a solid structural base for an IPO in London or on the Toronto Stock Exchange (“TSX”). Use of Funds: • Maximise Zeta Claim Tenure Leases • Commission NI 43-101 Reports • Claim Tenure Maintenance • Canadian Structure (SPV) • London IPO • Working Capital 7
ZETA GOLD COIN Exploration Activities A Review of SRK Exploration Services Ltd Document ‘A Competent Persons Report on the Alice Creek Placer Project, British Colombia, Canada - March 2018’ Reliance on Information In preparing this review, the author has relied on the information provided in the SRK CPR and by ZGGIC and has not carried out any validation or verification of the furnished information, which is taken in good faith. Completed Exploration by the Joint Venture An initial exploration of the Alice Creek Project area was commenced in 2015 by the ZGGIC joint venture partner and included outcrop mapping, sample panning, 2D resistivity surveys comprising 7no. West-East oriented survey lines and a small drilling programme of 2no. reverse circulation (RC) boreholes referenced 2015-1 and 2015-2. The depth of both boreholes was 27.4m. Resistivity survey lines 03, 04 and 05 were specifically positioned to investigate the extents of the GBC. All lines were 475m in length. Survey Line 03 was positioned approximately 185m north of line 05 and line 04 was laid out approximately 175m further north of line 03. Resistivity survey line 05 was also positioned close to an historical RC borehole referenced VL92-4 (This borehole was undertaken in 1992 by a unit of the British Columbia Geological Survey Branch (BCGS)). Additionally, a pilot test pit, approximately 21m deep with a surface area of approximately 1296m2, was excavated in August / September 2017 in the area bounded by the previous exploratory work. The main findings of this exploratory work are reported in detail in Section 8 of the CPR and are briefly summarised here: • The postulated basal gravel channel varies in thickness. • North of borehole 2015-01, bedrock lies at a depth of 18.3m and the gravel channel isapproximately 4m thick, covered by 14.3m of clay overburden. • Around borehole 2015-02, bedrock is at a depth of 23.2m and the gravel channel is 2.5m thick, covered by 20.7m of clay / silty sand overburden. 8
Private & Confidential • At historical borehole VL92-4 the BCGS report indicates a gold bearing stratum ‘several metres thick’. • Nine samples from the gravel horizons in boreholes 2015-01 and 2015-02 were assayed and returned gold values ranging from 0.001 ppm Au to 19.70 ppm Au (19.70g/t) over a 0.3m interval in borehole 2015-01. Samples from borehole 2015- 02 showed gold grades up to 1.59 ppm Au (1.59g/t) over an interval of 0.1m. • Distinct gold bearing horizons within the gravels are apparent. 3no. separate gold bearing horizons were identified on hole 2015-01 ranging in thickness from 0.3m to 0.6m. • Resistivity lines 03 and 05 show additional potential buried gold bearing placer channels or alluvial terraces to the north and east of the boreholes. • Gold particles were recovered from panned samples collected from the gravel layers encountered in the test pit. Samples returned gold values ranging from 0.02 ppm Au to 5.34 ppm Au (5.34g/t). Preliminary Estimate of Inferred Gold Resource A preliminary estimate of the inferred gold resource within the postulated GBC in Claim no. 831515 based on an interpretation of the results of the exploratory work is provided at Appendix 1. The estimate indicates the following: Inferred gold resource within resistivity survey lines 04 57,476 ozt and 05 (approx 360m length) Assuming the GBC extends N-S for full 1.8km length of the claim area (1.5534 km2) and similarground conditions / grade exist, the extrapolated inferred gold resource within Claim No.831515 is: Inferred gold resource over 1.8km length of GBC 287,380 ozt Conclusions The results of the drilling and trial pit indicate that the gold bearing strata typically lie at a depth of 20-25m which, subject to consideration of the cut off grade and other economic factors, is within reasonable extraction limits. It should be noted that only limited site exploration and testing has been undertaken in the target claim area. As such, the estimate of the inferred gold resource is qualitative 9
ZETA GOLD COIN in nature and should be viewed accordingly. However, it is understood that additional resource drilling is planned with the aim of fully defining the extents of the resource which together with a comprehensive sampling and testing regime will allow a quantitative estimate of the resource to be undertaken. Similarly, the estimate of inferred gold resource over the ZGGIC claim footprint is speculative and will require significant exploration and definition before an accurate assessment of the resource can be determined. Nevertheless, as the ZGGIC claims are geographically positioned close to the target area, it is reasonable to assume that similar substrata conditions exist across the whole claim area. Appendix 1 – Estimate of Inferred Gold Resource Zeta Group Gold Investment Company Preliminary Estimate of Inferred Gold Resource in Claim No. 831515 Reference Draft SRK document ‘A Competent Persons Report on the Alice Creek Placer Project, British Columbia, Canada – March 2018’ Consider area between survey lines 04 and 05: Grade 6.3g/tonne (ave from 2015-01 & 205-02 drill holes cf 5.34g/tonne from test pit) Strike length 360m (between survey lines 04 & 05. See Fig 8.11 in SRK report) Depth 25.83m (see Note re Depth) Width 125m (scaled from Fig 8.11 in SRK report) Specific Gravity 1.8 (assume gravel with sand, natural SG1.9 & compacted clay SG 1.74) Note re Depth BH VL92-4 BH 2015-01 BH 2015-02 Ave Depth to bedrock 36 18.3 23.2 25.83 Thickness of deposit >4 4 2.5 3.5 Overburden depth 32 14.3 20.7 22.33 10
Private & Confidential Estimate overburden assume vertical sides, base width 125m, ave depth 22.33m Volume 360*125*22.33 = 1004850m3 Tonnage of 360*25.83*125*1.8 = 2092500 tonnes mineral deposit Less overburden 1004850*1.8 = 1808730 tonnes Adjusted tonnage 283770 tonnes Tonnage * Grade 283770*6.3 = 1787751g of gold g/tonne to ounces 1787751*0.03215 = 57476 troy ounces (over 360m section length) Extrapolate over Claim no. 831515 Claim area 155.33 ha Approx dimensions 1.8* 0.863 = 1.5534 sqkm Assume similar conditions over full length of claim Extrapolating Factor by 1800m/360m Inferred gold resource 57476*1800/360 = 287 380 ozt Notes 1. Assumes 100% of gold recovery. In practice approximately 90% recovery is possible subject to equipment selection, set up and use 2. Subject to confirmation of cut off grade 3. Additional resistivity surveys have identified potential gold bearing target areas to the north and west of the claim area. Currently no data is available for these target areas 11
ZETA GOLD COIN Risks The risks in this investment relate principally to the spot price of gold, the existence and market interest / price of entitlements to land of gold assets, the operating risks of a potential gold mining operation undertaken by Zeta Group/its outsourcing partners and the fulfillment of contractual obligations by Zeta Group partners as well as the exposure to the CAD:US$ exchange rate and the volatility of gold prices together with the value of the link to Cryptocurrencies Bitcoin & Ethereum. The Company is equally exposed to all general economic, industry, country, market and contractual risks incurred in the ordinary course of its business. Specifically, any interested party should consider the following risks: • While there are thorough geological opinions on unmined gold reserves based on government mandated standards, there can be no certainty that all such estimated gold reserves actually exist or can be economically mined. The geological report classifies reserves as proven, probable and possible but even so all measures are taken on a sample/survey basis and the yield may not be consistent through the claims area or actually exactly as forecast. • While the Toronto Stock Exchange has developed accepted valuation criteria for unmined gold, there is no certainty that in the future the market will actually pay such value for unmined gold. Moreover, if the gold price falls dramatically, the market may have no interest in acquiring further gold mines at all or only at very depressed prices and the market for physical gold may become unattractive. • There are market conditions for gold or demand asymmetries under which unmined gold may not achieve its full potential or value for an extended period. • There is a risk of unknown or unpredicted political, economic or administrative hurdles once mining is about to commence and this may depress the value of the unmined gold. • If a decision is taken to mine the gold, operating risks of a gold mine are considerable. They include environmental, weather, equipment, mechanical, human, IT systems and process failures among other unforeseeable risks. • Mining outsourcing partners, executives and staff may misjudge operations, misallocate funds or become insolvent with considerable losses involved. Creditors may have a claim on some of the entitlements to land of gold assets. 12
Private & Confidential • Other outsourcing partners and service suppliers may breach contracts, fail in their performance and cause losses. • The partner responsible for the geological reports, mining permits and the actual preparation of the exploitation of the gold may breach the contract, run out of liquidity or refuse to honor some or all of his obligations with commensurate additional capital required to safeguard the interests of investors or commensurate losses to the investors. • The Company is exposed to a concentration risk since all assets are essentially entitlements to land of gold assets and all performance depends on a continued market value and liquidity of gold at prices above mining costs. • There may be a foreign exchange risk if mining were to be undertaken as operating costs are in Canadian Dollars and Gold revenues in US Dollars. Moreover, the investor may invest from a different base currency than the US Dollar. IT MUST BE EMPHASISED, THAT THE COMPANY WILL BE SUBJECT TO NORMAL MARKET RISKS AND NO ASSURANCE CAN BE GIVEN THAT THE INVESTMENT OBJECTIVES OF THE COMPANY WILL BE ACHIEVED. 13
ZETA GOLD COIN Project Information Zeta Gold Coin, a unique product in the multi-faceted Blockchain space where each coin is made up of four constituent parts; 10 grams (10g) physical 999.99 gold bullion secured and stored at the SGPMX vault, 0.008 of a Bitcoin the leading Cryptocurrency, 0.2 of Ethereum and the upside from Zeta Group Gold Investment Company’s gold exploration activities in Canada, the world’s #5 gold producing country and at the present time, backed by 30.65 km2 of gold claim properties with gold reserves currently valued at US$525 per coin. The core value of the ZGC is the unique and direct access to gold as a proven asset class. This presentation aims to outline the business model for the project, define the required regulatory and operational framework, deepen the understanding of the coin and the benefits of ZGC ownership. Well established and listed exclusively on a reputable exchange, Zeta Group Gold Investment Company (“The Company”) decided to launch a niche, proprietary product currently missing in the vast space of crypto currencies. The coin is linked to the LME London Metal Exchange) bullion price daily, based on a stable relation to the gold price. The coin has four segments: 1. 10g of Physical Gold. 2. 0.008 of the Leading Cryptocurrency, Bitcoin. 3. 0.2 of Ethereum. and 4. US$525 of Gold Properties in Canada*. * This is represented by Zeta Group Gold Investment Company’s gold exploration activities in Canada, which at the present time is represented by 30.65 km2 of gold claim properties with gold reserves currently valued at US$525 per coin. The objective of the Company is to exploit its alluvial and mineral mining rights on its claim tenures in addition to Alice Creek in British Columbia, Canada, North America such that participating coinholders benefit from the value of the underlying assets of the Company over the duration of the Zeta Gold Company. 14
Private & Confidential The coin initial launch price is established at US$1,500 representing the actual ZGC intrinsic value. Each ZGC coin is backed at inception by: • 10g of physical gold. • 0.008 of the leading Cryptocurrency, Bitcoin. • 0.2 of Ethereum. and • US$525 of Zeta Group Gold Investment Company Gold & Mineral resources contained in the Company’s gold claim properties located in British Columbia, Canada. Verification of ZGC The constituent parts that make up each coin are verified in the following manner: • Physical Gold Holdings are held at the SGPMX Singapore: (www.sgpmx.com). • The Bitcoin & Ethereum are held in a corporate wallet at Exmarkets: (www. exmarkets.com) and • The Gold Properties are registered on the Canadian Government Mineral Titles website: (www.mtonline.gov.bc.ca/mtov/home.do) Parameters of ZGC ZGC is defined as a Coin, the principal value of which is based on 999.99 gold stored in a renowned vault, with an independent custodian, in combination with a selection of high yield gold claims tenures in British Columbia, Canada, as well as Bitcoin and Ethereum Cryptocurrencies. 15
ZETA GOLD COIN Features of ZGC ZGC is coded on the ERC20 Blockchain platform, using the state-of-the-art solidity programming language and based on an elaborate Proof-of-Stake (“POS”) algorithm identifying the gold bullion stored in the gold vault account for ZGC holders. Zeta Group Gold Investment Company is a company incorporated solely for the purpose of exploiting and monetising proven gold reserves in the Cariboo Gold Fields of British Columbia, Canada. Compliance of ZGC Depending on the requirements of a specific jurisdiction, the Coin issuer may be required to obtain a specific license to conduct its activities. Given the issuer’s business is also related to transactions with fiat money, the issuer may also be required to ensure compliance with the following requirements: 1. Know Your Client (“KYC”) and Anti-Money Laundering (“AML”) procedures in respect to the users (this can be outsourced to third-party service providers if permitted by local laws), including hiring a compliance officer (refer to the next slide for more detailed info); 2. Internal risk management procedures and internal audit; 3. Engaging a third-party auditor for a periodical financial audit and making the results publicly available; 4. Providing real time information on account balance and tokens in circulation. AML/KYC Compliance of ZGC The ZGC platform shall apply appropriate measures and procedures, by adopting a risk based approach, to focus its effort on those areas where the risk of money laundering and terrorist financing appears to be comparatively higher. The benchmark for AML policies is the Directive EU/2015/849 (4th AML Directive). The procedures and measures to manage and mitigate the identified risks in a cost-effective manner shall include: • adopting the procedures of customer onboarding and customer due diligence in line with the assessed risk of money laundering and terrorist financing. The quality and extent of the required identification data for each type of customer shall meet certain standards (e.g. documents from independent and reliable sources, third person information, documentary evidence); 16
Private & Confidential • obtaining additional data and information from customers and/or from open sources, where this is appropriate for the proper and complete understanding of their activities and source of wealth, and for the effective management of any increased risk emanating from a particular business relationship; • ongoing monitoring of high-risk customers’ transactions and activities by reporting suspicious transactions and applying enhanced due diligence to the identification of highrisk customers. Customer Acceptance of ZGC The ZGC platform will provide services only to those users that are verified in accordance with the established due diligence procedures. Verification will be required: 1. prior to the establishment of the business relationship, in order to receive the coin; and 2. prior to redemption of the coin, in order to receive fiat. The procedures for ZGC customer identification and customer due diligence measures include: • identifying the customer and verifying the customer’s identity based on documents, data or information obtained from a reliable and independent source in accordance with the requirements of the Directive EU/2015/849; • identifying the beneficial owner and taking risk-based and adequate measures to verify the identity on the basis of documents, data or information obtained from a reliable and independent source so that the person engaged in financial or other business knows who the beneficial owner is; in regards to legal persons, trusts and similar legal arrangements, taking risk-based and adequate measures to understand the ownership and control structure of each customer in accordance with the requirements of, and guidance suggested in, the Directive EU/2015/849; • obtaining information on the purpose and intended nature of the business relationship; and • ongoing monitoring of the business relationship including scrutiny of transactions undertaken throughout the course of that relationship to ensure that those transactions are consistent with the information and data in the possession of the person engaged in financial or other business in relation to the customer, the business and risk profile, including, where necessary, the source of funds. The documents, data or information shall be kept up-to-date. 17
ZETA GOLD COIN Directors The Company itself is managed by a board of directors comprising: David Hirst, CEO and fellow director Paul E Morton, Investment Manager together with Board adviser Mr Stephen Hogg. The board will supervise the investment manager, review/supervise all mining outsourcing and activities, if applicable, and ensure the monetisation of the mining rights and gold resources. The background of the Directors at the date of this Whitepaper are: Mr David Adamson Hirst BA (Econ) FCA David is a Chartered Accountant who has held previous positions with Ernst & Young London, KPMG Hong Kong and recently as Regional Finance Director of Hyder Consulting Ltd, a multi-disciplinary engineering consulting firm designing and operating major infrastructure projects throughout Asia. David has over 30 years of experience in business accounting, mergers and acquisitions and corporate finance including listing companies on major stock exchanges in Europe and Asia. David has permanent residence status in Hong Kong and currently resides in Hong Kong and Dubai, UAE. Mr Paul Edward Morton Paul is the founder and executive officer of Zeta Group Holdings Ltd a Seychelles incorporated company specialising in private equity structures to offer ‘Alternative Investment’ strategies to private banking, family offices, sovereign wealth funds, HNW and UHNW investors. Paul was and is a co-founder, executive director and one of the two principals of TM Management Ltd; a Hong Kong based Investment Management company incorporated in Hong Kong in 1986. The Company launched the first ever broker based Securities and Futures Commission Authorised Fund in 1988 as investment manager to the custodian and sub-custodian Royal Insurance PLC and Hoare Govett Asia, respectively. Earlier in his career Paul worked in investment and wealth management with Canada Life, Potters Bar, London before moving to Hong Kong in 1984 with an investment broking division of the Tyndall Group. Paul has permanent residence status in Hong Kong and currently resides in London, Dubai,UAE and Hong Kong. 18
Private & Confidential Board Adviser Stephen (Steve) Hogg BSc., CEng., MICE Steve is a civil engineering professional and Chartered Engineer with over 45 years of experience in the management and delivery of major infrastructure projects spanning a range of industry sectors both in the United Kingdom and overseas. Steve specialises in project and commercial management and brings a wealth of practical experience to the team. He has held senior positions with some of the UK’s foremost multi-disciplinary engineering consultants including Halcrow Group and CH2M Hill. Steve was also a key member of a small team responsible for the planning and execution of the mobilisation and move of operations from the old Hong Kong airport at Kai Tak to the new international airport at Chek Lap Kok; one of the largest logistics projects ever seen in Hong Kong. 19
ZETA GOLD COIN Initial Exchange Offering ZGC participation is a unique and niche way to embrace the investment opportunities offered through the ownership of physical gold bullion, exploiting and monetising proven gold reserves in the Cariboo Gold Fields of British Columbia, Canada, and participating in the Blockchain crypto currency space which is still, relatively speaking, embryonic in the world of finance and fiat currencies. Exmarkets registration offers investors the opportunity during the IEO to subscribe for ZGC at par, together with the launch bonus. The Exmarkets Exchange then offers account holders the platform to buy/sell ZGC and benefit from the future growth of the Coin as a result of the spot gold price, established unmined gold reserves and the value of the underlying crypto currencies linked to ZGC. Tokensale Information Ticker Starting Price Total Supply ZGC $1,500,000 USD 2,100,000 ZGC KYC Currencies Available for Sale No BTC, ETH, USDT 1,000,000 ZGC Restricted Countries Token Type Hard Cap None ERC20 £1,500,000,000 USD 20
Private & Confidential Gold Storage Secure Vault Storage at Le Freeport SGPMX Singapore A robust Coin with bullion backing requires equally excellent secured storage facilities. For total peace of mind, we are using the only bullion company licensed by the Singapore Customs to operate at the (tax-free) high security bonded storage facilities in Le Freeport Singapore. They are a registered dealer of the Ministry of Law, Singapore, which is in compliance with the Precious Stones and Precious Metals (Prevention of Money Laundering and Terrorism Financing) Act. These represent the epitome of secured storage facilities in Singapore. The fully allocated and segregated storage facilities within Singapore’s most secure vaults are fully insured. Clients of the exchange can enjoy having their bullion stored and have access to instant liquidity should they require it via the Exchange. 21
ZETA GOLD COIN Subscriptions and Redemptions Coins can be acquired as an account holder or through the registration process for an account on the Exmarkets website. Investor Suitability Subscription will be accepted only by eligible investors, subject to the terms of the IEO as detailed in this Whitepaper and on the Exmarkets website. The Company may decline subscriptions for any reason from any investor at its sole discretion. It is the responsibility of each investor to verify that the purchase of and payment for the coins is in compliance with all relevant laws of the investor’s jurisdiction of residence. Subscription Process Coins can be acquired through completing the registration process as per the Exmarkets website. Subscriptions will only be accepted at the sole discretion of the Board, following confirmation from Exmarkets that the subscription is acceptable and relevant to the terms of the IEO. For pre IEO sales subscription monies may be paid in US Dollars or any other currency acceptable to the Company. The investor will need to register on the Exmarkets website in order to open an account and the subscribed pre IEO coins will be placed in a ‘cold wallet’ until such time as the IEO has been completed and trading commences. Bank account details for pre IEO subscriptions are as follows: USD Dollars (Funds Remitted Internationally) Bank Name Citibank NA Bank Address 111, Wall Street, New York, NY 10043, USA Swift Code CITIUS33 ABA Routing No. 021000089 For Credit to Cayman National Bank Ltd, A/c. No: 36148883 Swift Code CNATKYKY For Credit to Zeta Gold Investment Company, A/c No: 022-28309 Reference: Subscriber Name 22
Private & Confidential Gold Price Forecast The Shift Towards Precious Metals Has Begun Investment Themes Every decade has a distinct investment theme. One asset class rises to the top and outperforms everything else. Below are some examples. • During the 1990s, the stock market surged to record highs. An explosion in Internet led stocks oversaw the dotcom bubble. The Nasdaq rallied from 330 in 1990 to 5,100 by 2000. • During the 2000s, precious metals and commodities became the best-performing assets. Gold rallied from a low of $255 in 2001 to $1923 by 2011. • During the 2010s (until now), money flows switched to equities. Low and negative interest rates fueled record stock buybacks and rising earnings multiples. The DOW bottomed at 6,469 in 2009, and prices peaked in March 2020 at 29,600. After an 11-year bull market in stocks, the next asset shift has likely begun. Loose monetary policy and negative bound interest rates suggest 2020-2030 will be a decade that heavily favors tangible, hard assets like gold and precious metals. Potential Triggers To A Much Higher Gold Price A $7,500 - $10,000 price target for gold sounds absurd but these triggers could provide the platform for much higher gold prices. • Loss in Confidence Total collapse in confidence in Governments and their ability to manage. (Strong possibility). • Widespread Money Printing Governments may resort to debt monetization and currency depreciation to inflate away record debt levels. (Already occurring). • Speculation A surging uptrend and new all-time highs in precious metals leads to the fear of missing out and sparks a speculative bubble. (Likely, but further down the road). 23
ZETA GOLD COIN Long-Term Gold Target If gold comes back to test the $1,350-$1,400 breakout area, that could be the last great buying opportunity of this decade. By the end of this decade, we expect gold to reach $7,500-$10,000. Precious metals are likely to emerge from the global COVID-19 crisis as the premier asset for investors. If gold comes back to test the $1350-$1450 breakout area, that could be the last great buying opportunity of this decade. 24
Private & Confidential Details of Main Parties Registered Office Vistra (Cayman) Ltd, PO Box 31119, Grand Pavillion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands Directors of the Company Mr Paul Edward Morton, email: Mr David Adamson Hirst BA (Econ) FCA email: Board Adviser Stephen Hogg B.SC.,C.Eng., MICE Investment Manager Zeta Group Holdings Ltd, Suite 2512, Langham Place Office Tower, 8 Arygle Street, Mongkok, Kowloon, Hong Kong. Email: Administrator Amicorp Fund Services N.V., Pareraweg 45,Willemstad, Curaçao. Email: Custodian Bank Cayman National Bank Ltd., Cayman National Building, 200 Elgin Avenue, PO Box 1097, Grand Cayman KY1-1102, Cayman Islands. Legal Advisors Appleby (Cayman) Ltd, Clifton House, 75 Fort Street, Grand Cayman KY1-1104, Cayman Islands. Auditors CWC CPA Ltd, Unit 408C 4th Floor Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong. 25
ZETA GOLD COIN Disclaimer Zeta Group Gold Investment Company. All Rights Reserved. The information contained herein: (1) is proprietary to Zeta Group Gold Investment Company; (2) may not be copied or distributed (save (i) as incidentally necessary in the course of viewing it on-line (ii) in the course of printing off single copies of web pages on which it appears for the use of those authorised to view it on-line), or adapted in any way (3) is not warranted to be accurate, complete or timely. This Zeta Group Gold Investment Company-sourced information is provided to you and is at your own risk. You agree that Zeta Group Gold Investment Company is not responsible for any damages or losses arising from any use of this information and that the information must not be relied upon by you the user without appropriate verification. Zeta Group Gold Investment Company informs you as follows: (i) The information provided should not form the sole basis of any investment decision (ii) no investment decision should be made in relation to any of the information provided other than on the advice of a professional financial advisor; (iii) past performance is no guarantee of future results; and (iv) the value and income derived from investments can go down as well as up and can result in a total loss. 26
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