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GXToken Generation Event Disclosure Document

GXToken Generation Event Disclosure Document

 

Contents

1.0 Summary Of Token Generation Event 

1.1 Key Facts For Token Generation Event 

1.2 Terms Of Participation In Token Generation Event 

1.3 Key Details For Company And Advisors 

2.0 Summary Of Token Generation Event 

2.1 Terms And Conditions Of Token Generation Event 

2.2 Tokens Offered During The Token Generation Event 

2.3 Opening and Closing Dates 

2.4 Lock Up 

2.5 Making An Application Contribution 

2.6 Tokens Issued By Phase 

2.7 How To Apply For Tokens 

2.8 Taxation And Legal Advice 

3.0 Application Of Funds 

3.1 Use Of Ico Funds And Variances To Spending 

3.2 Variances To Spending 

4.1 General Risks In Cryptocurrency Tokens 

5.1 Expenses Of The Token Generation Event 

5.2 The Company 

5.3 Founders And Advisors Token Allocation 

5.4 Key Assets 

5.5 Material Litigation 

5.6 Important Contracts 

6.0  General Matters 

6.1  Electronic Disclosure Document 

6.2 Special Note Regarding Forward-Looking Statements 

6.3 Representations 

6.4 Enquiries 

6.5  International Purchasers 

6.6 Privacy and Personal Information 

7.0 Definitions And Glossary 19

 

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU MAKE A DECISION TO APPLY TO PURCHASE TOKENS. AN APPLICATION TO PURCHASE, AND THE PURCHASE OF CRYPTOCURRENCY TOKENS, CARRIES GENERAL RISKS AND THE APPLICATION TO PURCHASE, AND THE PURCHASING OF THE TOKENS, CARRIES SPECIFIC RISKS WHICH YOU SHOULD CONSIDER BEFORE MAKING A DECISION TO APPLY TO PURCHASE TOKENS. YOU SHOULD SEEK YOUR OWN INDEPENDENT LEGAL, ACCOUNTING AND TAXATION ADVICE BEFORE MAKING A DECISION TO APPLY TO PURCHASE TOKENS. 

The GXToken Generation Event is being made in Canada. If the Token Generation Event cannot be lawfully made in the country in which you are resident, the Company does not make any offer or invitation for you to participate in the Token Generation Event and nothing contained in this Disclosure Document or in any statement made by any person to you for or on behalf of the Company may be taken as offering or inviting you to participate in the Token Generation Event in the country in which you are resident. Please note that a number of countries (including the Excluded Countries) have banned the offering of cryptocurrency tokens for sale in the manner the Company is offering. If you are a resident of an Excluded Country or any other jurisdiction in which the sale of cryptocurrency tokens is regulated or banned you must not participate in our Token Generation Event. 

The onus is on you to ascertain whether or not it is lawful for the Token Generation Event to be made to you or for you to apply for, hold or transfer the Tokens. You must obtain and rely upon your own independent legal advice as to whether or not the Token Generation Event is lawful in your country of residence. It is recommended you consult your own lawyer in that regard. 

When you complete an Application Form to apply to purchase Tokens or apply to withdraw Tokens, you may be asked to provide personal information about you to the Company and/or to pass an identity verification check. The Company collects your personal information to process and administer your Application and to keep you updated on the progress of the project. If you do not complete the Application Form in full, the Company may not accept your Application or permit a withdrawal of Tokens. By submitting an Application Form, you agree that the Company may use the information provided by you in or on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses, professional advisers and regulatory authorities including disclosure to FINTRAC.

1.0 Summary Of Token Generation Event

This Disclosure Document relates to an invitation to you to submit an Application as part of the Token Generation Event operated by Global X Change Inc. for the Issue of up to 350,000,000 GXTokens payable via an Accepted Payment Method, the terms of which are set out in the Token Sale Agreement.

1.1 Key Facts For Token Generation Event

The following is a high-level summary of the key terms and conditions of our Token Generation Event. You should consider the more detailed information in this Disclosure Document and read the whole of this document before submitting an Application. 

Below are the indicative Opening Dates and Closing Dates for each of the Token Generation Event Periods during which you may submit an Application to purchase Tokens. The Board of the Company, at its own discretion, reserves the right to alter this timetable, change the allocation of Tokens in each Sale or alter the Bonus applicable to a Sale.

Key Feature Comment
Phase 1 Price

Phase 2 Price

Phase 3 Price

0.0006 ETH = 1 GXT

0.0018 ETH = 1 GXT

0.0054 ETH = 1 GXT

Max Cap For Phase 1

Max Cap For Phase 2

Max Cap For Phase 3

100,000,000 GXTokens 

100,000,000 GXTokens 

100,000,000 GXTokens 

Max Cap For Sale 300,000,00 GXTokens
Bounty Tokens 15,000,000 GXTokens
Operational Fund Allocation 20,000,000 GXTokens
Founders and Advisors Allocation 15,000,000 GXTokens
Maximum Total GXTokens 350,000,000 Tokens

Refer Clause 2 (“Bonus Offer”) of Token Sale Agreement above for more detailed information on the bonus structure and the dates of the Phases.

1.2 Terms Of Participation In Token Generation Event

Applications made for the purchase of Tokens are subject to the terms and conditions set out in the Token Sale Agreement which is available on our Website. To the extent there is any inconsistency between this document, the Token Sale Agreement, and information on our Website the following order of precedence applies to the extent of any inconsistency: 

  1. As to any dates, Issue Price, Bonus or Token Generation Event Period, the Website contents take precedence over both this document and the Token Sale Agreement; and 
  2. For all other matters, the terms of the Token Sale Agreement take precedence over this document.

1.3 Key Details For Company And Advisors

Company
Global X Change Inc.
16 Sims Crescent
Richmond Hill, ON L4B 2P1, Canada

Technical Blockchain Lead
Shorupan Pirakaspathy
Nvest Global Enterprises Inc. 

Smart Contract Auditor
NvestLabs

2.0 Summary Of Token Generation Event

This section is a summary only and is not intended to provide all relevant information for you to consider when you decide to submit an Application or to participate in the Token Generation Event at all. This Disclosure Document should be read and considered in its entirety before you make any decision to apply to purchase Tokens. 

The Disclosure Document will be made available in electronic form during the Token Generation Event by being posted through the Company Website. Persons having received a copy of this Disclosure Document in its electronic form may obtain an additional paper copy of this Disclosure Document by contacting the Company at legal@globalxchange.com. 

The Token Generation Event set out in this Disclosure Document in electronic form is only available to persons receiving an electronic version of this Disclosure Document and in a country where token sales are permitted. 

No person or entity named in this Disclosure Document, nor any other person or entity, guarantees the issue of the Tokens, the performance of the Tokens, the repayment of any purchase price or the receipt of income or capital gain in connection with the Tokens. Please read this document, in particular, the risk factors in section 4, carefully before you make a decision to apply to purchase Tokens. 

A purchase of cryptocurrency tokens has general risks, and an application to purchase, and purchasing Tokens has specific risks, both of which you should consider before making a decision to apply to purchase Tokens.

2.1 Terms And Conditions Of Token Generation Event

Applications made for the purchase of Tokens are subject to the terms and conditions set out in the Token Sale Agreement which is available on our Website. To the extent there is any inconsistency between this document, the Token Sale Agreement, and information on our Website the following order of precedence applies to the extent of any inconsistency:

  1. As to any dates, Issue Price, Bonus or Token Generation Event Period, the Website contents take precedence over both this document and the Token Sale Agreement; a
  2. For all other matters, the terms of the Token Sale Agreement take precedence over this document.

2.2 Tokens Offered During The Token Generation Event

The Token Generation Event provides you with the opportunity to apply for the issue of Tokens to you at the Issue Price. The details of the current allocation of Tokens to each Sale and the Issue Price are set out in Clause 2 (“Bonus Offer”) of Token Sale Agreement above but are subject to change and the Website will show, for each Sale, any changes.

2.3 Opening and Closing Dates

Applicants may submit an Application from the Opening Date until the Closing Date in respect of each of the Phases, subject to the right of the Company to close a Phase at an earlier time and date or to extend the closing time and date of any Phase without prior notice. Applicants are encouraged to submit their Applications as early as possible.

The current Opening Date and Closing Date for each Sale are shown in Clause 2 (“Bonus Offer”) of Token Sale Agreement above and are subject to change. Please check our Website for any changes.

2.4 Lock Up

During the Lock-Up Period, the Founders and Advisors will be contractually restrained from offering any of their Tokens received from the Founders and Advisors Token Allocation (as stated in Whitepaper) for sale. 

2.5 Making An Application Contribution

When you make an Application you will be required to pay the Application Contribution by an Accepted Payment Method.

You should check a reputable cryptocurrency exchange to be informed of the current price of the Accepted Payment Method prior to applying to purchase the Tokens. Your allocation of Tokens will be shown during the process of purchasing Tokens and calculated by multiplying your Application Contribution in ETH by the below number of GXTokens: 

 

Phase ETH GXTokens
1 1 1666.67
2 1 555.56
3 1 185.19

                   

Where the Accepted Payment Method includes different cryptocurrencies, you should note that volatility and price changes in the cryptocurrency markets mean you may receive more Tokens if you use one of the cryptocurrencies listed in the Accepted Payment Method over another.

To obtain the Accepted Payment Method you may need to pay fees to third parties to convert fiat currency (or another cryptocurrency) to the Accepted Payment Method. Such fees will be your responsibility to pay.

 

2.6 Tokens Issued By Phase

At the time of issue, the Company intends to issue Tokens for Applications received during the different Phases. The details of the current allocation of Tokens to each Phase and the Issue Price are set out in Clause 2 (“Token Sale Phase”) of Token Sale Agreement above but are subject to change and the Website will show, for each Sale, any changes.

If your purchase of Tokens is partly within one Phase and partly within another, the smart contract will allocate your bonus on a pro-rata basis.

2.7 How To Apply For Tokens

 

  •  Pre- Sale And Main- Sale Token Generation Event
  • To participate in the Token Generation Event, the Application Form set out on our Website must be completed and you must provide such information as may be required under the terms of the Token Sale Agreement, including passing an identification check if required and making payment of your Application Contribution to the nominated wallet. 
  • Important: You should not transfer cryptocurrencies to the wallet we nominate from a wallet located on a cryptocurrency exchange as this may result in your Tokens being issued to the exchange and not to you. In that event, you may never receive your Tokens.
  • General Information
  • Applications for the purchase of Tokens during the Token Generation Event will only be accepted via our Website during the Token Generation Event Period for each of the Token Sale Phases. Payment is only accepted in an Accepted Payment Method. Payment in any fiat currency or any currency that is not an Accepted Payment Method is not accepted.
  • You are not required to sign the Application Form. 
  • The Company reserves the right to reject any Application (including where an Application has not been correctly completed) or allocate any person fewer Tokens than that person applied for, or vary the dates and times of the Token Generation Event without prior notice and independently of other parts of the Token Generation Event. Where Applications are rejected or fewer Tokens are allotted than applied for, the surplus Application Contribution will be refunded in the cryptocurrency in which the Application Contribution was originally made.
  • No interest will be paid on any Application Contribution refunded.

 

 

2.8 Taxation And Legal Advice

You should seek and rely on your own independent taxation, accounting and legal advice regarding the application to purchase, and the purchase of, the Tokens offered by the Company.

Please note that the Tokens are not offered or structured as securities, derivatives, a managed investment scheme or any other form of financial or investment product. As such, none of the information in this document is intended to form the basis for any investment decision you make, and no recommendations are intended to be made or are made, in this document.

The only right the Tokens bring is the right to hold the Tokens and potentially to use the Tokens to participate in the GX Platform if offered in the future. 

Tokens carry no other rights, whether express or implied, and do not represent or grant any ownership right, share or security (or equivalent or analogous right) in the Company, the Company’s related entities or subsidiaries, or any future right to any interest or dividend from or in the Company or the Company’s related entities or subsidiaries, or any future right to any interest in any intellectual property forming part of the GX Platform or the assets of the Company. 

The Company expressly disclaims all responsibility for any direct, indirect or consequential loss, damages, costs or expenses of any kind howsoever arising in connection with any reliance on the information set out in the TGE Documents, any error or omission in any information in the TGE Documents or any action you or any other person might take (or refrain from taking) resulting from such information.

 No action has been taken to register or qualify the Tokens, or the Token Generation Event, with any government or regulatory agency in Canada or any other jurisdiction.

3.0 Application Of Funds

The WhitePaper sets out the intended business model of the Company in promoting the adoption of GXTokens and the funds raised from the Token Generation Event will be applied as set out in this section.

3.1 Use Of Ico Funds And Variances To Spending

The use of the funds raised in the Token Generation Event is intended to be allocated to

  1. the costs of operating the Token Generation Event, including legal, marketing and technical costs;
  2.  as set out in the Whitepaper; and
  3. ongoing working capital of the Company.

Actual spending allocations will depend on the results achieved during the Token Generation Event and in respect of future opportunities that may arise. The Director of the Company considers that, on completion of the Token Generation Event, the Company should have adequate working capital to meet its current objectives and requirements as set out in the TGE Documents but in the event that the amount raised in the Token Generation Event is less than expected, the extent or timing of completion of the planned roadmap will be impacted.

You should be aware that the Company may spend its cash reserves on its activities more quickly than currently anticipated due to decisions which may be made and due to factors which may be partly or wholly outside of the control of the Company. If that is the case, the Company may need to raise additional funds, whether by way of borrowing, equity, or the sale of Tokens held by the Company, to meet its continuing funding requirements.

3.2 Variances To Spending

The use of the funds allocated to meet ongoing working capital requirements will depend on the results achieved during the Token Generation Event and in respect of future opportunities that may arise. The Board of the Company considers that, on completion of the Token Generation Event, the Company should have adequate working capital to meet its current objectives and requirements as set out in the TGE Documents.

 

4.0  Key Risks

You should be aware that applying to purchase, and the purchase of, cryptocurrency tokens is subject to risks. The risks comprise general risks inherent to the purchase of cryptocurrency tokens generally as well as specific risks related to the Tokens and the Company’s plans to seek widespread adoption of the Tokens.

You should not purchase Tokens unless you believe you are an expert in dealing with cryptographic tokens and blockchain based software. You should be familiar with the details of cryptographic digital tokens including Bitcoin and Ether and with Blockchain software-based systems. 

You should have technical knowledge of how to create and operate a software wallet and cold storage hardware wallet, prior to applying to purchase any Tokens. The Company is not offering to provide technical support to Token Holders and in any event, cannot retrieve any lost private keys. The Company will not accept responsibility for any lost or stolen Ether or Tokens where that loss arises in connection with your own act or omission. 

You should consider both the general and specific risks identified below and to the extent, you believe necessary to consult your lawyer, accountant and tax advisor. If any of the below risks are unacceptable to you, then you should not purchase Tokens. 

If having read, understood and accepted the below risks, you wish to proceed with an Application, you will be expressly agreeing and assuming all risk in the Tokens and will be agreeing not to hold the Company, or any related party, liable for any loss, damages, costs or expenses, whether direct or indirect, consequential or special, arising in connection with the sale of Tokens. 

The risks set out below are not exhaustive and are not in any particular order of likelihood or importance.

4.1 General Risks In Cryptocurrency Tokens

Some of the key risks associated with purchases of cryptocurrencies generally are summarised in the following table but do not identify all of the risks associated with your purchase of cryptocurrency tokens.

Key General Cryptocurrency Risks

 

  • Risk of losing access to your tokens due to a loss of your private key
    When you create a software wallet or vault to store cryptographic tokens in, you create a private key for that wallet (or you can create multiple private keys). The private keys are required and essential for you to hold and transfer or dispose of your tokens. If you lose access to your private key(s) then your software wallet or vault and any tokens stored within that wallet or vault will be lost.
    If a third party gains access to your private key(s) that the third party can transfer your tokens to themselves or another person and you will not be able to recover those tokens.
    You should treat your private key as if it were the tokens themselves, ensure that you create a private key using best practice security processes and maintain the security of your computer systems to the highest standards.

 

  • Risks of mining attacks on a blockchain
    All decentralized cryptographic tokens based on Ethereum are at risk of attacks by miners in a network, which can include “51% attacks”, double spending attacks, selfish mining behavior and other attempts by miners to “game” the blockchain. In the event of such malicious behavior, a loss of tokens is possible.

 

  • Risks of bugs and hacking on open source software
    Much of the code currently in use in the blockchain is open source and hence at greater risk of exploit by bad actors examining and seeking to find exploits within that code.
    Updates to open source code can provide further unexpected exploits despite the best efforts of developers.

 

  • Hacking and security weaknesses
    Hackers and other bad actors have caused the loss of significant sums of money in some high profile blockchain projects in 2016 and 2017. There remains the risk of malware attacks, denial of service attacks, spoofing attacks and other exploits being used against legitimate users of blockchain software and cryptographic tokens. We do not recommend that you use a “Hot Wallet” (that is a wallet hosted by a third party) to store your Tokens. We recommend you use a “Cold Storage Wallet” such as a Trezor or Ledger Nano (but note the Company is not associated with either manufacturer of those products) for storing your tokens. 

 

  • Government Regulation
    Currently, the regulatory landscape applying to cryptocurrencies and cryptographic token space is uncertain and this is likely to change in the near future. It is unknown what form this regulation will take and at present the regulatory approaches to cryptocurrency vary greatly between jurisdictions. Some jurisdictions have banned Token Generation Events entirely.

 

4.2 Specific Risks

Some of the key risks associated with applications to purchase, and the holding of Invox Tokens, are summarised in the following table.

Key General Cryptocurrency Risks

 

  • The development and deployment of the GX Platform may not occur as planned
    The development of public blockchain software is a very new field and there is a risk that the development and deployment of the GX Platform could be delayed or not eventuate. While the Company intends to develop the GX Platform, changes may need to be made to the plans and timeline for the development and deployment of that product. This could create a risk that the platform as envisaged and Tokens to be issued are delayed, despite the Company’s best efforts to deliver the platform. Further, while the Company also intends to adopt industry standard software development for the GX Platform, there is a risk that the platform could suffer from malfunctions or unexpected performance issues in the future. If there are delays in the development or deployment of the GX Platform this could impact the adoption of the Token. You should understand that while the Company will make reasonable efforts to complete the GX Platform, there may be circumstances beyond the Company’s control which result in delays, a more limited release, or in the worst case, a functioning GX Platform may not be created at all.
    These risks could directly impact the potential for adoption and use of the Token.

 

  • Risk of losing access to your tokens due to a loss of your private key
    As noted above, a key general risk is that you lose your private key(s) which control your Tokens. The Company accepts no responsibility and will be unable to assist any Token Holder to recover lost Tokens if the private key(s) for the wallet or vault holding the Tokens is lost and the Tokens are transferred to a third party.

 

  • Mining attacks
    All cryptographic tokens based on Ethereum are at risk of attacks by miners in a network. In these attacks, including a “51% attack”, a bad actor can gain control over the majority of a network and verify false transactions, or launch double-spend attacks which involve a party attempting to transfer the same Tokens to different parties. All public blockchains are presently at risk of mining attacks and as such could cause impairment to the blockchain and reduce the reliability of and adoption of the Tokens.

 

  • Hacking and cyber threats
    Hackers may attempt to steal cryptocurrencies used as part of Applications during our Token Generation Event or after the Token Generation Event has ended. While the Company implements security precautions to seek to mitigate that risk and keep any cryptocurrency paid during an Application secure, there remains a risk that a hacker or other bad actor could gain access to the Company’s cryptocurrency reserves and attempt to steal some.
    In that event, the Company will have fewer funds to develop, implement and promote the GX Platform.
    Evolving technology in the hacking of computer systems, including cryptographically protected systems and quantum computing could present a further risk to the security of the GX Platform.

 

  • Future markets for the Tokens
    The Tokens are intended to be used to access the GX Platform. The Company cannot control the actions of those who may offer to accept or purchase Tokens from you (which may include third party exchanges if those exchanges choose to facilitate the trading of the Tokens). Current regulatory oversight of cryptocurrency exchanges is weak and places such exchanges at a higher risk of fraud or market manipulation. There is a risk of extreme volatility in any future marketplace for the Tokens which could include the value of the Tokens diminishing to zero. If you choose to use the Tokens on any exchange (including an exchange developed by the Company) you will do so at your own risk.
    Any change in the value of the Tokens may depend on a range of factors that affect the market price of Tokens (if they are included on any exchange). These include local, regional and global economic conditions and sentiment towards cryptocurrency token markets in general. The Tokens issued by the Company carry no guarantee, representation or promise of any return or profitability, do not include the payment of any dividends and provide no mechanism or promise for the return of the Application Contribution or any guarantee as to what price (if any) the Tokens may trade at in the future.

 

  • Exchanges
    While the Company will seek to have the Tokens listed on exchanges, these exchanges are unregulated and susceptible to market manipulation. If an exchange comprises a significant proportion of the volume of Tokens being traded and that exchange is alleged to be involved in or becomes involved in fraud or a security failure, such circumstances may have a serious impact on the future adoption and value of the Tokens.

 

  • Government Regulation and Taxation
    The regulatory and legal status of the Tokens could change in the future. It is uncertain how government agencies will decide, if at all, to regulate cryptographic-based tokens, including the Tokens. Regulatory changes could significantly impact the adoption of the Token or the development and deployment of the GX Platform, including causing the Company to cease operations in jurisdictions where the operations of the Company becomes illegal or uncommercial as a result of the regulatory change.
    The taxation status of the Tokens may change, and the taxation of tokens in many jurisdictions is unclear. You must seek your own independent taxation advice in connection with the purchase and holding of Tokens and ensure that you comply with all applicable taxation laws.

 

  • Competition
    It is possible that competitors with the Company could develop and deploy a system in competition to the system intended to be developed by the Company which could cause a lower adoption of the Token than planned or anticipated or in the worst case that the market for the Token is supplanted by that competitor.
    Our major competitors are Binance and other exchange platforms.
    The above risks could all manifest in reduced future liquidity for the Tokens, despite the best efforts of the Company to continue the Roadmap planned and described in the Whitepaper.

 

5.0  Company Disclosure

5.1 Expenses Of The Token Generation Event

Other than as stated in the TGE Documents, all expenses connected with the Token Generation Event are being paid from funds sourced by Global X Change Inc. from prior debt and equity raisings.

5.2 The Company

Global X Change Inc. is a privately owned company in which all shares are held beneficially by Nvest Canada Inc.

Global X Change Inc. is registered in Canada and is compliant with all of the relevant obligations and requirements arising from the Canada Business Corporations Act. Global X Change Inc. was founded in 2018 and as such has no public financial information available. It is supported by existing funding from prior debt and equity raisings and is running all operations from existing cash reserves. 

5.3 Founders And Advisors Token Allocation

Please note that the Director, Senior Management and Advisory Board members may be entitled to a share of the Founders and Advisors Token Allocation with half available immediately and half following the end of the Lock-Up Period depending on specific agreements entered into by Global X Change Inc. 

5.4 Key Assets 

The Company owns all intellectual property rights to the extent possible (that is, excluding software the subject of open source licenses) in the technology under development save for the material subject to open source licenses. The Company owns http://www.globalxchange.com/ and associated social media accounts.

The Company intends to apply for trademark registration of its logo and name but has not filed that application to date.

5.5 Material Litigation

The Company is not a party to any litigation as at the date of this Disclosure Document and is not aware of any threatened litigation.

5.6 Important Contracts

  1. Memorandum of Understanding between the Company and Nvest Canada Inc. for co-operation and advisory;
  2. A contract between NvestLabs and the Company for user interface design;
  3. A contract between NvestStudios and the Company for marketing services;
  4. A contract between Nvest Canada Inc. and the Company for consulting services;
  5. A contract between the advisors named on the Website and the Company for advisory board services;
  6. A contract between Nvest Canada Inc. and the Company for KYC services for the Token Generation Event and GX Platform;
  7. Employment contracts with senior management and employees and contractor agreements with other contractors.

6.0  General Matters

6.1  Electronic Disclosure Document

This Disclosure Document may be accessed through the Company website at www.globalxchange.com  

6.2 Special Note Regarding Forward-Looking Statements

This Disclosure Document contains forward-looking statements and information relating to the Company that is based on the beliefs of our senior management as well as assumptions made by, and information currently available to, the Company. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. 

Generally, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “can,” “could,” “might,” “will” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events at the time that the statements are made, are not historical facts or guarantees of future performance and are subject to significant risks, uncertainties and other factors that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate and, accordingly, should not have undue reliance placed upon them. 

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect new information, changes in our expectations or the occurrence of anticipated or unanticipated events or circumstances. 

6.3 Representations

No person is authorized to give any information or to make any representation in connection with the Token Generation Event other than as is contained in the TGE Documents. Any information or representation not contained in the TGE Documents should not be relied on as having been made or authorized by the Company or its Directors in connection with the Token Generation Event.

6.4 Enquiries

Questions relating to the TGE Documents should be directed to the Company. Additional copies of the Disclosure Document or advice on how to complete the Application Forms can be obtained from the Company by e-mail to inquiries@globalxchange.com. 

6.5  International Purchasers

This Disclosure Document does not constitute an offer or invitation to participate in the Token Generation Event in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of the TGE Documents in jurisdictions outside Canada may be restricted by law. Persons who come into possession of this Disclosure Document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws. Lodgement of a duly completed Application Form will be taken by the Company as to constitute a representation by you that there has been no breach of such laws and you have satisfied yourself that you are permitted to participate in the Token Generation Event. 

6.6 Privacy and Personal Information

When you complete an Application Form to apply to purchase Tokens, you may be asked to provide personal information about you to the Company and/or to pass an identity verification check. The Company collects your personal information to process and administer your Application and to keep you updated on the progress of the project. If you do not complete the Application Form in full, the Company may not accept your Application. 

By submitting an Application Form, you agree that the Company may use the information provided by you in or on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers and regulatory authorities including FINTRAC. 

If you become a Token Holder, the Company may retain your personal information (including your name, address, and details of the number of Tokens you purchased) in its Token Register. The information contained in the Company’s Token Register may remain there even if you cease to be a Token Holder (by, for example, selling your Tokens once issued). The information contained in the Company’s Token Register is used to communicate updates on the project’s progress and for compliance by the Company with legal and regulatory requirements. 

If you do not provide the information required on the Application Form, the Company may not be able to accept or process that Application efficiently, or at all. 

You have a right to gain access to the information that the Company holds about you subject to certain exemptions under the law. A fee may be charged for such access. You can obtain access to personal information that the Company holds about you. To make a request for access or to obtain further information about the Company’s personal information management practices, please contact the Company at inquiries@globalxchange.com.

7.0 Definitions And Glossary

Terms and abbreviations used in this Disclosure Document have the following meaning:

Accepted Payment means Ether cryptocurrency tokens; 
Allocation means the number of Tokens allocated to each Sale;
Applicant an application requesting the purchase of Tokens under this Disclosure Document; 
Application Contribution the total amount contributed by you as part of your Application for the purchase of Tokens;
Board  Board of Directors of the Company for the time being; 
Bonus means Tokens issued to Applicants for making an Application Contribution during the Pre-Sale or at certain times during the MainSale, in addition to the amount calculated by: Allocation Contribution

 * Issue Price; 

Bitcoin means that cryptocurrency set out more fully in the whitepaper titled “Bitcoin: A Peer-to-Peer Electronic Cash System” S. Nakamoto https://bitcoin.org/bitcoin.pdf;
Closing Date the date by which valid Applications to purchase Tokens must be received by the Company as set out in this Disclosure Document;
Company   Global X Change Inc. 
Corporations Act the Canada Business Corporations Act – an Act to make provision in relation to corporations and financial products and services, and for other purposes;
Director a director of the Company; Disclosure Document this Disclosure Document dated 15th February 2019 as modified or varied by any replacement or supplementary 
Disclosure Document  made by the Company from time to time the most recent version of which will be uploaded to the Website; 
Ether  is a cryptocurrency token used to interact with the Ethereum Blockchain; 
Ethereum Blockchain Ethereum Blockchain The public blockchain known as “Ethereum” as more fully described here http://www.ethdocs.org/ and https://www.ethereum.org/; 
Excluded Countries Means the United States of America, the People’s Republic of China, the Republic of China (Taiwan), New Zealand, North Korea, Iran, Iraq, Syria, Soudan,Cuba and any other country or jurisdictions in which the offer of cryptocurrency tokens analogous to the offer of tokens in the Token Sale Agreement is prohibited at law; 
Group  means the Company and its related body corporates; 
ICO  means Initial Coin Offering and is used interchangeably with Token Generation Event in this document; 
Issue  the issue of Tokens in accordance with this Disclosure Document; 
Lock-Up Period means half of the tokens allocated to each Founder and Advisor for 180 days from the Closing Date; 
Main-Sale that period when Applications are offered for sale under the title “MainSale” and during which a Bonus may be offered, depending on the time the Application is made, as set out in this document; 
Opening Date  the date from which valid Applications must be received by the Company as set out in this Disclosure Document; 
Pre-Sale Opening Date 
Sale means the period of time during which Applications may be submitted as divided between the Pre-Sale and Main-Sale;
Securities has the same meaning as in section 92 of the Corporations Act
TGE Documents means the Disclosure Documents, the Whitepaper and the Token Sale Agreement;
Token Generation events the Token Generation Event as set out in this document, the Whitepaper and the Token Sale Agreement for the issue of Tokens
Token Generation Events Period the period for each of the Pre-Sale, and Main-Sale from the Opening Date until either the Allocation for each Sale is exhausted or when the Company determines to end the offering of Tokens for purchase;
Token Holders the persons holding Tokens of the Company immediately after the Issue of the Tokens; 
Token Register means a register of those who submitted an Application during the Token Generation Event Period;
Token Sale Agreement means the document bearing that name and made available on the Website;
Token means the document bearing that name and made available on the Website;
UTC means the document bearing that name and made available on the Website;
Website means the document bearing that name and made available on the Website;
White Paper means the document bearing that name and made available on the Website;

 

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Law Graduate from Bangalore, India. Currently involved in research of global crypto regulations and compliance.

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