DISCLAIMER – IMPORTANT NOTICE

Prospective investors must read the following disclaimer before continuing. The following disclaimer applies to this Whitepaper, which includes the contents herein together with all appendices (the “Whitepaper”). This Whitepaper has been prepared by PICCHU RIO GOLD, INC. (the “Company”), in connection with a prospective offering by the Company of security tokens (the “Tokens”) as more particularly described in an information memorandum (the “Information Memorandum”) issued by the Company. With the exception of the legal terms and conditions contained in this section and “THE DISCLAIMERS” IN THE WHITEPAPER under the headline “Disclaimers”, this Whitepaper is legally non-binding in its entirety, and prospective investors must not rely on any information contained herein, but should rather refer to the legally binding Information Memorandum and any additional subscription documentation. Prospective investors are advised to read this disclaimer carefully before accessing, reading or making any other use of this Whitepaper. Without prejudice to the aforesaid, in accessing this Whitepaper, prospective investors agree to be bound by the following terms and conditions contained in this Disclaimer, including any modifications to them which may be made from time to time, each time prospective investors receive any information from the Company as a result of such access.

Confirmation of prospective investors’ representation: In order to be eligible to view this Whitepaper or make an investment decision with respect to the Tokens, investors must not be a person resident in a U.S. person (as defined in Regulation S under the Securities Act (as defined below)). This Whitepaper is being sent to prospective investors personally, in physical and electronic form, and by accepting the email and accessing this Whitepaper, prospective investors shall be deemed to have represented to the Company (1) that such prospective investors are not a resident in the United States (“U.S.”) nor a U.S. person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), nor are such prospective investors acting on behalf of a U.S. person, that the electronic mail address to which this email has been delivered is not located in the U.S. and, to the extent that prospective investors purchase the Tokens described in this Whitepaper, prospective investors will be doing so pursuant to Regulation S under the Securities Act, and (2) that prospective investors consent to delivery of this Whitepaper, and any amendments or supplements thereto, by electronic transmission.

This Whitepaper has been made available to prospective investors in electronic form. Prospective investors are reminded that documents or information transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, its subsidiaries if any (“Subsidiaries”) or any person who controls or is under common control with the Company or Subsidiaries nor any of their respective directors, officers, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the Whitepaper distributed to prospective investors in electronic format and the hard copy version.

Nothing in this Whitepaper constitutes an offer of securities for sale in the U.S. or any other jurisdiction where it is unlawful to do so. The Tokens have not been, and will not be, registered under the Securities Act or the Securities Laws of any state of the U.S. or other jurisdiction, and may not be offered, sold or delivered within the U.S., or to or for the account or benefit of persons resident in U.S. persons (as defined in regulation S under the Securities’ Act), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable State or local securities’ laws.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this Whitepaper constitutes an offer or an invitation by, or on behalf of, the Company to subscribe for, or purchase, any of the Tokens described therein, and access has been limited so that it shall not constitute, in the U.S. or elsewhere, a general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S under the Securities Act).

This Whitepaper, or any materials relating to the offering of the Tokens referred to herein, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer, and the dealers or any affiliate of the dealers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the dealers or such affiliates on behalf of the Company in such jurisdiction. This Whitepaper may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.

Prospective investors are reminded that they have accessed this Whitepaper on the basis that they are a person into whose possession this Whitepaper may be lawfully delivered in accordance with the laws of the jurisdiction in which they are located, and that they may not, nor are they authorized to, deliver this Whitepaper, electronically or otherwise, to any other person. If prospective investors have gained access to this Whitepaper contrary to the foregoing restrictions, they will be unable to purchase any of the Tokens described therein.

This Whitepaper, including all information relating to the Company and Subsidiaries, is confidential, and is intended solely for the use of the person or persons to whom it is given or sent. Prospective investors are not authorized to, and they may not, forward or deliver this Whitepaper, electronically or otherwise, to any other person, or reproduce such Whitepaper, in any manner whatsoever. Any forwarding, distribution or reproduction of this Whitepaper, in whole or in part, is unauthorized. Failure to comply with this directive may result in a violation of the SEC, the Securities Act, or the applicable laws of other jurisdictions.

Prospective investors are responsible for protecting against viruses and other destructive items. If prospective investors receive this Whitepaper by email, their use of this email is at their own risk, and it is their responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

This Whitepaper is not approved for the public, and is only intended for recipients who would be generally classified as “qualified”, “professional”, “accredited” or “institutional” investors. This Whitepaper is not designed for use in any jurisdiction or location where the publication or availability of the Whitepaper would be contrary to local law or regulation. If prospective investors have access to the Whitepaper, it is their responsibility to be aware of, and to observe, all applicable laws and regulations of any relevant jurisdiction, and it is recommended that an investor first obtain appropriate legal, tax, investment or other professional advice prior to acting upon this Whitepaper.

No person has been authorized to issue any advertisement or to give any information, or to make any representations in connection with any offering, subscription or sale of Tokens, other than those contained in this Whitepaper and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorized by the Company. Neither the circulation and/or delivery of this Whitepaper, nor the issue of Tokens, shall under any circumstances create any implication that there has been no change in the financial position or affairs of the Company or Subsidiaries since the date hereof.

SELLING RESTRICTIONS

Generally, the distribution of this Whitepaper, and the offering of Tokens, may be restricted in certain jurisdictions. The information contained in this Whitepaper is for general guidance only, and it is the responsibility of any person or persons in possession of this Whitepaper and who wishes to purchase Tokens to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective applicants for Tokens should inform themselves as to legal requirements also applying and any applicable exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile. This Whitepaper does not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorized, or to any person to whom it would be unlawful to make such offer or solicitation.

If prospective investors are in doubt as to the contents of this Whitepaper, they should consult their attorney/solicitor, accountant or financial advisor(s). The contents of this Whitepaper should not be treated as advice relating to investment, legal or taxation matters. Prospective investors must rely on their own independent advisors as to legal, tax and related matters concerning the Company, Subsidiaries, their respective affiliates, the Tokens and investment therein.

Investment in Tokens will involve certain risks and special considerations. Investors should be able, and willing, to withstand the loss of their entire or substantial investment. The investment in Tokens contemplated hereby is subject to fluctuations and the risks inherent in all investments, and there can be no assurance that an investment will retain its value, or that appreciation will occur. The price of Tokens and any income from such can go down, as well as up, and investors may not realize the value of their initial investment.

In making an investment decision, potential investors must rely on their own assessment of the Company, Subsidiaries and the terms of the offering, as well as the advice from their own representatives, including their own legal advisors and accountants, as to legal, tax and related matters concerning the Company and/or Subsidiaries and an investment through purchase of Tokens, and including the merits and risks involved. These Tokens have not been recommended, or endorsed by, any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy, or determined the adequacy, of this Whitepaper.

Tokens are illiquid, as they are unlisted and are non-readily realizable securities. The prospective investors’ ability to redeem their investment in Tokens may be severely impaired.

The Company is not subject to any investment guidelines of any regulatory body, which impose prudential requirements to limit risk. There can be no assurance that the investment objective of the Tokens will be achieved.

FORWARD-LOOKING STATEMENTS

This Whitepaper includes statements, which contain words or phrases like: “will”, “aim”, “will result”, “possible”, “likely”, “believe”, “propose”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “should”, “project”, “will pursue”, and similar expressions or variations of such expressions that are “forward-looking statements”. Any projections, forward-looking statements or opinions contained in this Whitepaper constitute estimates by the Company based upon sources deemed to be reliable, but the accuracy of this information is not guaranteed, nor should the prospective investor consider the information to be all-inclusive. By their nature, certain forward-looking statements are only estimates, and could be materially different from what actually occurs in the future as a result, and actual future gains and losses could materially differ from those that have been estimated.

Notice to Investors in USA: This Whitepaper, and any other material in connection with the offer or sale of Tokens, is not a prospectus, as defined in the SEC. Interests in the Tokens may not be marketed, offered or sold directly, or indirectly, to the public in the USA, and neither this Whitepaper, nor any offering material or information contained herein relating to interests in the Company, may be supplied to the public in the USA or used in connection with any offer for the subscription or sale of Tokens or interests in the Company to the public in the USA.

***