SPOTTY

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SPOTTY – Investor Disclaimer

General

SPOTTY is intended exclusively for institutional and professional investors. It is not designed for retail investors, and participation is limited to persons who possess the requisite financial sophistication, experience, and capacity to evaluate the risks involved.

This document is provided for informational purposes only and does not constitute investment advice, legal advice, tax advice, or an offer or solicitation to buy or sell any product or asset.

Important Notices

Non‑Security Product

SPOTTY is structured as a token representing direct ownership of a physical commodity. It does not constitute a security and should not be viewed as a speculative or yield‑generating investment. The tokens do not provide any right to income, dividends, interest, profit sharing, or appreciation arising from the efforts of others.

Each token evidences tangible ownership of a physical asset, specifically crude oil, which is stored in certified facilities subject to applicable operational and regulatory standards.

No Revenue or Return Promises

SPOTTY does not guarantee any financial return or profit. The value of the token is inherently linked to:

  • The prevailing market price of the underlying commodity;

  • Storage, logistics, and operational conditions; and

  • Applicable fees and recovery or redemption processes.

Commodity prices are volatile and may fluctuate significantly. Holders may experience partial or total loss of value.

Regulatory Characterization – United States

In the United States, the classification of an instrument as a security is commonly assessed under the Howey Test, which evaluates whether there is:

  1. An investment of money;

  2. In a common enterprise;

  3. With an expectation of profits;

  4. Primarily derived from the efforts of others.

SPOTTY is structured to avoid classification as a security under the Howey Test by representing direct ownership of a physical asset, without any promise of profits or reliance on the managerial or entrepreneurial efforts of a third party to generate returns.

Regulatory Considerations – Canada

Comparable regulatory frameworks exist in Canada, including federal and provincial Securities Acts, which govern the definition of securities. SPOTTY is designed to fall outside the statutory definition of a security under applicable Canadian regulations by virtue of its structure as a direct ownership interest in a physical commodity.

Investors remain solely responsible for understanding and complying with all applicable provincial, territorial, and federal laws.

Jurisdictional Limitations

The availability of SPOTTY tokens may be restricted or prohibited in certain jurisdictions. Participation is void where prohibited by law. Investors are responsible for determining whether participation is lawful in their jurisdiction.

Risk Acknowledgement

By acquiring or holding SPOTTY tokens, investors acknowledge and accept that:

  • Commodity ownership involves market, operational, regulatory, and liquidity risks;

  • There is no assurance of resale, redemption, or secondary market liquidity;

  • Regulatory interpretations may change, potentially affecting the treatment of tokens; and

  • Ownership of physical commodities may involve custody, storage, insurance, and force‑majeure risks.

Professional Advice

All potential participants are strongly encouraged to consult their own legal counsel, financial advisors, tax advisors, and compliance professionals prior to acquiring or interacting with SPOTTY tokens.

By participating in SPOTTY  tokenization, investors confirm that they have read, understood, and accepted the terms set forth in this disclaimer.