AURUM: A Gold-Production Participation Token with Programmatic Buyback-and-Burn and a Reserve-Funded Redemption Floor

Issued by the AURUM issuer SPV (Mauritius, in formation) · Underlying: Kasanda Gold Project, SML 00575, Republic of Uganda

Section 1Introduction

Tokenized gold is among the largest real-world-asset categories on public blockchains: spot trading volume in tokenized gold reached approximately USD 90.7 billion in the first quarter of 2026 alone, and the two category leaders — Paxos Gold (PAXG) and Tether Gold (XAUT) — together hold more than USD 4 billion in market capitalisation, with institutional venues onboarding gold tokens and BlackRock- and JPMorgan-scale institutions active across the wider USD 31 billion-plus tokenized RWA market. Yet every material product in the category is custodial: a digital receipt for bullion already vaulted in London or Zurich. Holders receive price exposure and pay storage; none participates in the margin between production cost and spot — the economics that have made listed gold-royalty companies premium performers for decades. AURUM tokenizes that production participation at source, from a licensed, operating African gold project, inside a compliance architecture built to the standard of the category's regulated leaders. AURUM takes its name from the Latin for gold — whose ancient root means "the glow of dawn" — chosen because Memnon, in Greek myth, was the African king who was son of Eos, the Dawn: the Dawn's gold, for the Dawn's son.

Section 2The Kasanda Gold Project

The underlying asset is the Kasanda Gold Project, held under Small-Scale Mining Licence 00575 in the Republic of Uganda and operated within a joint-venture structure in which Memnon Capital Africa Ltd. holds a 25% revenue entitlement. The project operates a carbon-in-leach (CIL) processing plant with a design throughput of 360 tonnes of ore per day, with a planning-case head grade of 6.0 g/t Au. Production is recorded end-to-end in an append-only digital chain-of-custody system from ore intake through doré pour to offtake settlement, providing the evidentiary base for the monthly attestations on which the token mechanism depends. A gold refinery and minting facility is planned downstream, which — once commissioned — enables physical redemption of AUR in minted gold.

Section 3Offering Structure

Minimum subscription USD 5,000; maximum USD 1,000,000 per subscriber in T0. Payment by bank wire to the issuer's account, with instructions issued only upon acceptance and countersignature of the subscription agreement. Tranches may close early or be re-sized downward by the Board; unsold tranche tokens are burned, never re-priced. Of the 100,000,000 genesis tokens, 38,000,000 are designated for the Founding Burn — destroyed on-chain at closing together with any unsold tranche balance — leaving a post-closing float of approximately 62,000,000. The remaining allocations are 6,000,000 to treasury and listing liquidity (24-month timelock), 3,000,000 to market-making mandates, and 2,500,000 to team and advisors (36-month vest, 12-month cliff). The raise is capped at USD 26.5 million deliberately: it is the figure at which the base-case five-year distribution pool equals exactly twice the capital subscribed (Section 10).

Section 4The Participation Right

The issuer SPV holds a participation deed entitling it to 50% of Memnon Capital Africa's revenue entitlement from Kasanda — economically, 12.5% of gross project gold revenue (50% × Memnon's 25%) — for a period of five years commencing on the first monthly distribution, governed by English law, secured by assignment of offtake proceeds, and paid into the issuer's escrow account within ten business days of each offtake settlement. The deed contains no operational obligations on token holders and no recourse to them; it is a one-way revenue conduit. A Board-held extension option (Section 10) permits lengthening the participation window in holders' favour; the window can never be shortened.

Section 5Production and Revenue Model — Fact-Checked

All investor-facing numbers derive from four parameters: throughput (360 t/day), head grade (6.0 g/t planning case), metallurgical recovery, and operating days. Contained gold at full parameters is 2.16 kg/day. The model below is stated at USD 4,200/oz:

Grade sensitivity is material and disclosed: at 4.0 g/t (all else planning case) annual programme receipts fall to approximately USD 7.1M; at 8.0 g/t they rise to approximately USD 14.2M. Gold-price sensitivity at planning-case operations: USD 9.1M/yr at $3,600/oz; USD 10.6M/yr at $4,200/oz; USD 12.1M/yr at $4,800/oz. Distributions are a function of actual attested production and realised prices; nothing in this paper is a forecast or promise.

Section 6The Distribution Mechanism

Let R(t) denote attested programme receipts for month t, S(t) circulating supply, P̄(t) the volume-weighted execution price of the buyback window, V(t) the redemption reserve, and F(t) the published floor:

Execution is a five-trading-day time-weighted-average-price schedule encoded in the executor contract, triggered only by the joint signature of the attestation oracle and the escrow confirmation. No party — issuer, sponsor, or operator — holds discretionary timing authority; a missed attestation automatically pauses the cycle and notifies all holders. Burned tokens settle to the null address; the burn hash publishes with the attestation pack. Because S(t) only falls while receipts persist, each surviving token's fractional claim on all future cycles rises monotonically: abstaining holders compound without action, and sellers are paid by the revenue-funded bid itself.

Section 7Redemption Floor and Sunset

The 25% reserve tranche is converted monthly into allocated physical gold, vaulted for the programme (initially with an accredited custodian, subsequently at the group\u2019s own refinery vault upon commissioning), so the floor is denominated in grams of gold and published in both grams and USD — holders own gold underneath the token, not a promise of dollars. Accrual beyond an eighteen-month floor-liability target converts to supplementary burns. Holders may redeem at F(t) in quarterly windows with T+10 settlement. Upon commissioning of the planned refinery and mint, a physical redemption option is activated at a defined gram-weight of minted gold per token, subject to minimum quantities and assay terms in the offering memorandum. At the end of the participation window, a sunset distribution pays the entire remaining reserve, plus any terminal receipts, pro-rata to all outstanding tokens — the programme cannot strand its last holders.

Section 8Tokenomics and Transfer Restrictions

AUR is implemented on Ethereum mainnet under the ERC-3643 permissioned-token standard: transfers execute only between wallets on the issuer's KYC whitelist, enforcing investor-eligibility rules at the protocol layer. No mint function exists after deployment; supply can only decrease. Treasury, market-making and team allocations are held in on-chain timelock and vesting contracts visible to all holders, and sponsor-affiliated wallets are contractually and technically barred from selling during buyback windows. The circulating-supply figure published in the holder portal is computed from chain state, not from issuer statements.

Section 9Use of Proceeds

The strategic logic: this is growth capital raised against a defined revenue slice — no equity dilution, no fixed debt service, no covenants, and a cost of capital estimated at 10–16% depending on realised production, against the 22–30% returns frontier-mining equity investors demand.

Section 10The Return Map — Coverage Analysis

The raise is not sized by appetite; it is sized by arithmetic. The five-year base-case distribution pool is approximately USD 53.0M (Section 5). Capping the raise at USD 26.5M sets base-case coverage at exactly 2.0x — a 100% programme-level return. The full map across operating scenarios and gold prices:

The upside band therefore runs 150–184% returns at stronger operations and $4,800–5,400 gold; the conservative floor of the map is 1.50x at planning assumptions. Three levers push beyond the map: the Board\u2019s holder-favourable option to extend the participation window; contribution of additional project revenues by deed amendment (each added project raises receipts against an already-shrinking supply); and gold itself. Three cautions keep it honest: multiples are programme-level (pool ÷ raise) delivered through buybacks, the gold reserve and the sunset — individual outcomes depend on entry tranche, market price paths and holding behaviour; grade is the single largest sensitivity (Section 5); and the map is a model on stated assumptions, not a promise. Early tranches carry the widest margin of safety — a $0.30 entry subscribes at 57% of the blended average.

Section 11Stress Tests

The base case is not the test of an instrument; the bad year is. Four downside scenarios, run against the capped raise of USD 26.5M, with the structural response to each:

What no stress scenario can do: mint new tokens (no mint function exists), divert receipts (escrow with assignment security), skip a burn quietly (a missed attestation is publicly visible and auto-pauses the cycle), or strand terminal holders (the sunset clause). What every stress scenario does do: reduce distributions — yet note what the capped raise buys: every stress scenario, including the combined downside, remains above 1.0x coverage. The 2.0x base case is the target; breakeven-or-better is the stress floor. Later tranches still carry less margin of safety than earlier ones.

Section 12Fact-Check Register

Every material figure in this paper, classified by its basis. "Market data" is verifiable from public sources as of July 2026; "planning assumption" is a project parameter subject to performance; "computation" follows arithmetically from stated inputs.

Anything not in this register should be treated as descriptive. Where market data and this paper diverge after publication, live sources prevail; where planning assumptions and reality diverge, the monthly attestations are the record.

Section 13Legal and Regulatory Architecture

The issuer is a Mauritius special-purpose vehicle (in formation) to be licensed under the Virtual Asset and Initial Token Offering Services Act 2021, regulated by the Financial Services Commission, with resident directors, a compliance officer and a money-laundering reporting officer. AUR is a security and is treated as one: the offering is made exclusively to eligible professional investors under private-placement exemptions (Regulation S-equivalent outside the United States), through an offering memorandum which alone governs. Offering documentation is drafted to ADGM FSRA digital-securities standard to keep Gulf and institutional venue applications a matter of re-papering. Uganda-side obligations are confined to the participation deed, applicable taxation, and Financial Intelligence Authority AML registration; the offering is not made in or into Uganda, where dealing in virtual assets by licensed institutions is restricted by Bank of Uganda directive and no domestic licensing pathway currently exists. United States persons are excluded from the initial offering.

Section 14Listing and Liquidity Pathway

Stage 1 (as soon as qualified — approximately six attested cycles): listing on a regulated securities exchange in the MERJ (Seychelles) / Fusang (Labuan) class, providing a lawful public price and secondary exit. Stage 2 (12–24 months): applications to tier-one digital-securities venues in the Archax (UK), SDX (Switzerland), INX and US alternative-trading-system class, with custody integrations and market-maker mandates funded from the 4% MM allocation. Stage 3: the regulated securities boards of top-tier global exchanges as they open to permissioned security tokens — pursued on track record, never prematurely. The issuer will not list on unregulated venues and the token cannot enter open DEX pools; the whitelist enforces both.

Section 15Governance, Reporting and Transparency

Holders receive information rights, not operational control. The participation percentage, the 75/25 split, and the executor rules are fixed in the deed and contracts, amendable only in holders' favour or by a 75% token-holder vote with regulator notification. Monthly: attestation, escrow statement, burn proof, supply and floor publication. Quarterly: management report and holder AMA. Annually: audited SPV financial statements reconciling every cycle. A public transparency dashboard exposes supply, cumulative burns, the latest attestation and the floor to anyone, whether or not they hold AUR.

Section 16Roadmap

1. Now: Pre-launch expressions of interest (T0, 10,000,000 AUR at $0.30); Mauritius SPV formation and FSC licence application; participation deed execution.
2. Next: Smart-contract build and dual independent audits; investor portal and KYC onboarding; three attested dry-run cycles on live production data.
3. Launch: FSC approval; T0 closing and token issuance; first live distribution cycle within 30 days of close — the proof event.
4. Scale: Tranches T1–T4; Stage-1 listing after six clean cycles; refinery commissioning and physical redemption; contribution of additional project revenues by deed amendment.

Section 17Risk Factors

• Production risk. Throughput, grade and recovery may underperform planning parameters; distributions fall proportionally and may be zero in any period.
• Gold price risk. Receipts are fully exposed to the gold price; a sustained decline reduces both distributions and reserve accrual.
• Coverage risk. The Return Map (Sections 10–11) is a model: realised coverage may fall below it, and later-tranche subscribers bear materially less margin of safety than pre-launch subscribers.
• Regulatory risk. FSC approval may be delayed or refused; laws in Mauritius, Uganda or investor jurisdictions may change adversely; the offering may be restructured or withdrawn.
• Frontier and political risk. The underlying asset operates in Uganda and is exposed to licence, fiscal, exchange-control and political developments.
• Counterparty and enforcement risk. The participation deed depends on performance by project entities and enforceability of security over offtake proceeds.
• Liquidity risk. Secondary markets may be thin or unavailable; the buyback may constitute a significant share of demand; exit before listing may be limited to redemption windows.
• Technology risk. Smart-contract defects, oracle failure, key compromise or chain-level events could impair the mechanism despite dual audits.
• Total-loss risk. AUR may lose all value. Subscribe only what you can afford to lose entirely.

Section 18Definitions and Interpretation

"Attestation" means the monthly auditor certificate reconciling production and offtake settlements; "Programme receipts" means amounts actually received by the issuer under the participation deed; "Floor" means the reserve-derived redemption price published per Section 6; "Professional investor" bears the meaning given in the offering memorandum by reference to applicable law in each subscriber's jurisdiction. In any conflict between this paper and the offering memorandum, the memorandum prevails absolutely.

Issued for the AURUM programme · Memnon Capital Africa Ltd. · Kampala / Port Louis · 2026