Risk Disclosure & Assurance

1. PURPOSE

This Statement explains: (a) the nature and risks inherent in crowdfunding-based trade financing investment; (b) the safeguards XchangeBOX has put in place to mitigate, though not eliminate, those risks; and (c) the protections available to you as an Investor, including the role of the Trustee appointed to act on your behalf.

2. REGULATORY STATUS

2.1 XchangeBOX Capital Limited is licensed by the SEC as a crowdfunding intermediary and offers investment opportunities strictly in accordance with the investment thresholds, disclosure obligations, and investor-protection requirements set out in the SEC Crowdfunding Rules.

2.2 Investor funds are not held directly by XchangeBOX. All funds are received, held, and disbursed through a designated custodian/trustee account maintained by an independent Trustee, in line with SEC requirements, and are only released to a Trader upon satisfaction of stipulated disbursement conditions.

3. NATURE OF INVESTMENT RISK

As with any form of investment, capital placed through the XchangeBOX platform is at risk. You should not invest funds you cannot afford to lose. In particular, you should be aware that:

• Investments made through the platform are not bank deposits and are not insured or guaranteed by the Nigeria Deposit Insurance Corporation (NDIC) or any other deposit insurance scheme.
• Returns are not guaranteed. Projected or historical returns are estimates only and are not a promise of future performance.
• Trade financing extended to SMEs, agri-traders, and agritech platforms carries commercial risk, including the risk that a Trader may default, become insolvent, or otherwise fail to repay in full or on time.
• Investments made through the platform may be illiquid; there is no assurance that you will be able to exit or transfer your investment before the maturity of the underlying facility.
• Agricultural and trade-sector transactions are additionally exposed to risks such as price volatility, spoilage, logistics disruption, weather and seasonal factors, and foreign exchange movement where applicable.
• You could lose part or all of the capital invested.

4. HOW WE MITIGATE RISK ON YOUR BEHALF

While no risk-mitigation framework can eliminate investment risk entirely, XchangeBOX applies the following safeguards to every trade financing opportunity listed on the platform:

• Know-Your-Customer (KYC), Anti-Money Laundering (AML), and credit assessment checks on every Trader prior to onboarding, including verification via CreditChek and other licensed credit bureaus.
• Disbursement is conditional on a duly executed Trade Confirmation Order (TCO) evidencing the specific trade transaction being financed.
• Every facility is secured by collateral and/or a charge over trade goods, inventory, or business assets, assessed and documented before disbursement.
• Direct debit mandates are obtained from every Trader (via Mono and CreditChek connected-account infrastructure) authorising recovery directly from linked accounts in the event of default.
• Where applicable, GPS tracking is applied to financed goods, vehicles, or inventory to monitor movement and reduce diversion risk.
• Non-circumvention covenants restrict Traders from routing the financed trade outside the platform.
• Investor funds are held in a segregated custodian/trust account administered by an independent Trustee and are not commingled with XchangeBOX's operating funds.
• The Trustee is empowered under the applicable Trade Financing Agreement to pursue recovery on behalf of Investors, including enforcement against collateral, direct debit recovery, and regulatory or law enforcement referral, in the event of Trader default.
• Periodic reporting is provided to Investors on the status of financed transactions.

5. ROLE OF THE TRUSTEE

The Trustee is appointed to act in the collective interest of Investors and holds enforcement rights independent of individual Investor action. In the event of default by a Trader, the Trustee (acting together with, or on the instruction of, XchangeBOX) is empowered to exercise all recovery remedies available under the relevant Trade Financing Agreement, including but not limited to forfeiture of collateral, direct debit recovery, and referral to regulatory and law enforcement agencies, for the benefit of all Investors in the affected facility.

6. LIMITATION OF THIS ASSURANCE

6.1 The measures described above are risk-mitigation measures, not guarantees. They are designed to improve the probability of recovery in the event of default but cannot guarantee full or timely repayment in every instance.

6.2 Nothing in this Statement constitutes a guarantee of capital or returns by XchangeBOX, its directors, or affiliates, and no representation is made that any Trader will not default.

7. INVESTOR ACKNOWLEDGMENT

By investing through the XchangeBOX platform, you confirm that you have read and understood this Statement, that you are investing within the limits applicable to you under the SEC Crowdfunding Rules, and that you accept the risks described above.

8. COMPLAINTS AND ENQUIRIES

Questions or complaints regarding an investment, a specific facility, or this Statement may be directed to: compliance@xchangebox.com or via emergency support lines. Unresolved complaints may also be referred to the Securities and Exchange Commission of Nigeria in accordance with its complaints-handling framework.