Product Designer

1. Purpose and Scope

This section explains the applicable framework in Argentina for distinguishing between public offerings and private offerings of negotiable securities, and how this distinction impacts tokenized structures when they represent or are assimilated to a negotiable security. The objective is to provide operational and communication criteria to structure and disseminate information without triggering regulatory confusion.

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 regulatory classification of any structure depends on its specific design (including the economic right represented, homogeneity/fungibility, dissemination method, target audience, transfer restrictions, existence of a secondary market, and applicable contractual documentation).

3. Definition of Public Offering (Argentina)

In general terms, a public offering exists when there is an invitation addressed to the general public, or to specific sectors/groups, to carry out legal acts involving negotiable securities, using dissemination means, including digital media and electronic procedures.

Practical consequence:
If an instrument qualifies as a negotiable security and is broadly disseminated, the public offering regime and its requirements (authorizations, disclosure, and applicable supervision) may be triggered.

4. Why This Matters in Tokenized Structures

A tokenized structure may be considered (depending on the case) a form of representation of an underlying economic right. If the represented right is a negotiable security (or is considered as such due to its economic and offering characteristics), the central issues become:

• How it is offered (general public vs. limited group).

• To whom it is offered (types of investors).

• How it is disseminated (permitted channels and access controls).

• What transfer restrictions exist (to preserve the selected regulatory framework).
  
  
  

5. Private Offering: “Safe Harbor” (CNV RG 1016)

Argentine regulations provide criteria to delimit private offering scenarios (outside the public offering regime) through a “safe harbor” approach. In particular, categories include:

• Private offering proper (restricted group and controlled communication).

• Employee offerings (under specific conditions).

• Extraterritorial offerings (subject to scope and destination criteria).

Within the Trust Center, the focus is on private offerings proper, as they are the most relevant for closed structures with identified investors.

6. Typical Operational Conditions of a Private Offering

In general terms, a private offering requires a design that ensures:

• An identified and authorized offeror (issuer or party acting under permitted assumptions).

• An instrument not authorized for public offering (or, if applicable, not channeled through a public offering).

• Limited or categorized recipients (according to applicable profiles and thresholds).

• Limited and controlled dissemination (only through permitted channels).

• Written disclaimers and transfer restrictions (to preserve the private offering framework).

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7. Dissemination Channels and Access Control (Private Offering)

To sustain a private offering framework, communication must be selective and auditable. In regulatory practice, the following are generally considered admissible (subject to applicable conditions and limits):

• In-person or virtual promotional meetings with limited attendance.

• Delivery of documentation to authorized agents/intermediaries, where applicable.

• Provision of documentation upon request by a potential investor, regarding a specific instrument.

• Personalized invitations (email, call, messaging, in-app).

• Website/social media/app invitations with restricted access, via password, key, or equivalent mechanism.
  TCA MineriumX Opinion vIII

  
  

8. Minimum Information, Legends, and Transfer Restrictions

To avoid confusion with a public offering, communications and documents associated with a private offering must include clear legends and, where applicable, transfer restrictions (e.g., holding periods and conditions for assignment/negotiation), as well as clarification that the instrument is not a public offering supervised under the CNV disclosure regime.

9. Coordination with Tokenization of Negotiable Securities (CNV RG 1081)

There is a specific regime governing the digital representation (tokenization) of certain negotiable securities, subject to applicable conditions and authorizations. In general terms, tokenization under this regime is understood as a method of representing already existing negotiable securities and is coordinated with the public offering framework when applicable.

10. Communication Checklist

This checklist summarizes operational criteria consistent with a private offering structure:

• One-to-one or restricted-group communication, with identified recipients.

• Do not publish “placement materials” openly; if a website is used, ensure restricted access (password/key).

• Avoid “generic interest” mechanisms that automatically lead to delivery of offering documentation; information delivery must be specific and controlled.

• Include non–public offering legends and transfer restrictions, where applicable.

• Maintain traceability: date, recipient, channel, material version, and internal responsible party.
  
  

11. Decision Matrix