Legal, regulatory & risk information

1.1 Special Purpose Vehicle

Nubia Gold SPV Limited is a Special Purpose Vehicle (SPV) within the Abu Dhabi Global Market (ADGM). The SPV is designed as a ring-fenced holding entity whose primary function is to own and safeguard allocated physical gold ("Gold Assets") associated with the Nub X Gold tokenisation ecosystem.

1.2 Non-operating, non-regulated function

The SPV is structured as a non-operating asset-holding vehicle. It does not, in and of itself:

• Issue or market digital tokens or financial products;
• Take deposits or client money;
• Provide investment, advisory, brokerage or payment services; or
• Operate an exchange, trading venue or lending platform.

Any activity that may be licensable under applicable financial services regulations (including token issuance, exchange operation or investment services) is intended to be conducted by separate entities, in their respective jurisdictions, subject to appropriate legal and regulatory analysis.

1.3 No offer, solicitation or advice

Nothing on this page, or on the main Nubia Gold SPV website, should be interpreted as:

• An offer to the public to subscribe for, purchase or otherwise acquire any token or security;
• Solicitation of investment, deposits or participation in any scheme; or
• Personalised financial, tax, legal or investment advice.

Prospective institutional counterparties should obtain their own independent legal, tax and regulatory advice before engaging in any transaction involving Nubia Gold SPV Limited or related entities.

2.1 Nature of Gold Assets

The Articles of Association for Nubia Gold SPV Limited are intended to restrict the SPV to holding allocated physical gold in secure vaults and to prohibit lending, pledging, rehypothecating or otherwise encumbering the Gold Assets. The Gold Assets are intended to be held on a fully allocated basis, subject to the terms of the underlying vault agreements.

2.2 Bankruptcy-remote design

The SPV is designed as a ring-fenced vehicle, separate from operating and technology entities in the wider Nubia ecosystem. This structural separation is intended to reduce contagion risk and to support the position that claims over the Gold Assets are insulated, to the extent permitted by applicable law, from insolvency events in other group entities.

However, no structure can guarantee complete insulation from all legal, regulatory or insolvency risks. The actual treatment of Gold Assets in an insolvency scenario would depend on applicable law, factual findings and court determinations at the relevant time.

2.3 Vault providers and logistics

The SPV may appoint or interface with recognised vaulting and logistics providers (for example, established global security and precious metals infrastructure firms) pursuant to contractual arrangements. Those arrangements may themselves be subject to separate terms, limitations of liability, insurance conditions and force majeure clauses.

3.1 Smart contract alignment

The SPV's constitutional documents are drafted so that, at a high level, they align with the intended behaviour of the smart contracts governing minting, burning and redemption of Nub X tokens. Nevertheless, smart contracts are technical artefacts that may contain defects, vulnerabilities or behave unexpectedly under certain conditions.

3.2 Hacks, bugs and emergency actions

The governance framework contemplates emergency measures in the event of serious technical incidents (such as exploits, oracle failures or other forms of compromise). These measures may include temporary pauses, contract upgrades or other corrective actions intended to restore proper functioning and protect holders. Such actions may, by necessity, involve discretion and may not always align perfectly with initial expectations.

3.3 No guarantee of uninterrupted access

While the system is designed with continuity in mind, including fallback governance mechanisms, there can be no absolute guarantee of uninterrupted access to redemption services or system interfaces. Network outages, force majeure events, technology failures, cyber-attacks, custody issues or regulatory interventions could, individually or collectively, impact operations.

4.1 Gold price volatility

The value of any gold-referenced token or claim ultimately depends, among other things, on the market price of gold. Gold prices can be volatile and may be affected by macroeconomic, geopolitical, interest rate, currency and liquidity factors, as well as by market sentiment.

4.2 Legal and regulatory evolution

The legal and regulatory treatment of tokenised assets, stablecoins and digital asset infrastructures is evolving across jurisdictions. Changes in law, regulation, guidance or enforcement priorities may affect the ability of Nubia Gold-related entities to operate as originally intended, or may impose new obligations, restrictions or licensing requirements.

4.3 Cross-border considerations

Participants located in different jurisdictions may be subject to local rules on securities, commodities, payments, taxation, exchange control and sanctions. It is the responsibility of each participant to ensure compliance with all laws and regulations that apply to them.

5.1 No fiduciary or advisory role

Neither Nubia Gold SPV Limited nor its associated entities act as fiduciaries or advisers to holders of any token or to institutional counterparties, unless expressly agreed in a separate, written and executed agreement.

5.2 Information only

All descriptions of structure, governance and risk are provided on an informational basis and are inherently summarised. They may omit details that could be material in a specific context. In the event of any inconsistency between such summaries and underlying legal documents, the latter shall prevail.

5.3 No guarantee or assurance

To the maximum extent permitted by law, no representation, warranty or undertaking, express or implied, is given as to the accuracy, completeness or ongoing applicability of the information presented here. Legal, regulatory and factual circumstances may change without notice.

Regulatory, legal and institutional counterparties who require more detailed documentation, or wish to conduct due diligence on the structure, may contact the compliance function:

Email: [email protected]