MINING-SPECIFIC CONSIDERATIONS FOR TOKENIZED STRUCTURES (ARGENTINA)

1. Purpose and Scope

This section describes key considerations of the Argentine mining framework that must be taken into account when structuring instruments (including digital representations) linked to mining projects. Its objective is to clarify what can be structured, what limitations exist, and which design and documentation best practices are typically required to avoid misinterpretations or non-verifiable promises.

2. Legal and Offering Disclaimers

This material is published exclusively for informational and educational purposes. It does not constitute (i) a public or private offering, (ii) an invitation to make an offer, (iii) an investment recommendation, nor (iv) legal, financial, accounting, or tax advice.

No offering of negotiable securities, virtual assets, or financial instruments is made through this medium, nor is any person requested to make investment decisions based on this content.

The definitive legal classification of any structure depends on its specific design, the applicable provincial jurisdiction, the relevant contracts, permits, and the available technical evidence (including resource/reserve estimates, production data, sales contracts, royalties, and/or guarantees).

3. Structural Principles of the Argentine Mining Regime

3.1. Provincial ownership and jurisdiction

In Argentina, mining activity operates under a framework in which provinces play a central role over natural resources and the administration of mining rights within their territories. Consequently, provincial documentation and registration are often decisive for the enforceability and effectiveness of certain acts affecting mining rights.

3.2. A mining concession is not “stock” divisible like a financial asset

Mining mining rights and their exploitation are governed by a specific legal regime. In practical terms, this means that it is not always legally equivalent (nor operationally feasible) to “divide” or “tokenize” a concession as if it were an inventory of fungible units.

3.3. Critical distinction: in-situ mineral vs. extracted mineral / marketable product

There is a material distinction between:

• Resources or reserves in the ground (technical estimates subject to uncertainty), and

• Extracted mineral or product (with verifiable physical existence, quality control, logistics, and capacity for delivery/sale).

This distinction directly impacts which types of rights can be structured in a robust and verifiable manner.

4. What Can Be Structured More Robustly

4.1. Economic rights over cash flows (royalties / sales / receivables)

From a structuring standpoint, it is often more defensible and verifiable to represent economic rights over project-related cash flows (e.g., royalties, revenue participation, receivables, net income, or other contractual mechanisms), provided that:

• clear contracts exist (with defined calculation bases, audit rights, and triggering events),

• traceability mechanisms are in place (production, sales, reference pricing, receiving accounts), and

• guarantees or enforcement mechanisms are defined where appropriate.
  
  

4.2. Corporate instruments (equity / debt) at the vehicle level

Another common approach is to structure mining exposure through corporate instruments (equity or debt) issued by a project vehicle, linked to:

• the equity of an operating company or project holding entity, or

• debt issued by a vehicle holding mining assets and/or contracts.

This shifts the focus away from “tokenizing the concession” toward “investing in a vehicle” that owns or manages mining rights and contracts.

4.3. Commodity-linked tokens with verifiable backing (where applicable)

Where a commodity-linked representation is considered, robustness increases when the design is supported by:

• verifiable physical existence,

• clear delivery/redemption rules,

• custody/storage and insurance,

• quality specifications, and

• logistical traceability.

In mining, this is generally more defensible when linked to already produced material or verifiable inventories, rather than to unextracted “future reserves.”

5. What Is Typically Problematic (and Why)

5.1. “Tokenizing reserves/resources” as if they were certain units

Resource and reserve estimates are inherently uncertain and depend on technical standards, assumptions, exploration campaigns, and market conditions. Presenting them as “equivalent tokenized units” without a solid legal and technical structure may be misleading and significantly increase legal, regulatory, and reputational risk.

5.2. Return promises without contractual support and auditable metrics

In mining, promises based on “what will be produced” or “what it will be worth” without contracts, pricing definitions, calculation methodologies, and auditability are typically the primary risk drivers (disclosure issues, misleading communication, interpretive conflicts, and claims).

6. Minimum Expected Documentation

Depending on the type of structure, achieving robustness and auditability usually requires:

Legal evidence of the asset/right

• Applicable mining titles/rights, relevant permits, and/or contracts linked to the cash flow (royalty, sale, offtake, etc.).
  
  

Technical evidence of the project

• Technical reports and estimation methodologies (resources/reserves, mine plan, capacity, costs), following recognized standards where applicable.
  
  

Traceability and audit model

• How production, sales, prices, and costs are recorded, and how data is audited.
  
  

Instrument contracts

• Definitions of rights, events, limitations, enforcement mechanisms, jurisdiction, and dispute resolution.
  
  

Investor information rules

• Disclosure of mining-specific risks (geological, permitting, commodity, execution, counterparty, environmental, etc.).
  
  

7. Comparative Table: Possible Approaches and Typical Requirements

8. Publication and Transparency Criteria

At MineriumX, any mining-related structure is communicated under the following principles:

• Verifiability: Published information must be supported by documentary or technical evidence (public or via Data Room).

• Traceability: Metrics and cash flows must be auditable.

• Clarity: Explicit differentiation between estimates (resources/reserves) and inventories/production.

• Explicit risk disclosure: Clear disclosure of mining risks (technical, permitting, commodity, execution, counterparty).

• Sound legal structure: Defined contracts and roles to protect rights and avoid ambiguity.
  
  
  

9. Final Note

Mining-linked structures require a legal and technical engineering approach: the goal is not merely to digitize an asset, but to precisely define which right exists, how it is evidenced, how it is enforced, and how it is reported. The robustness of the instrument depends on the quality of evidence and documentation, in addition to the operational design.