EAM LEgal

Subject: Legal and Regulatory Alignment of the Astspus (XTAU) Utility Token

Issued by: EAM Resources Ltd

Jurisdiction: Republic of Seychelles

Date: 26-05-2025

Version: 1.0

Prepared for: Institutional Partners, Legal Counsel, and Regulatory Authorities

EAM Resources Ltd. issues the Astspus (XTAU) token as part of its Utility Token-as-a-Service (UTaaS) framework. The token has been meticulously engineered to serve non-speculative, non-financial purposes, facilitating access to digital infrastructure for regulated industries such as healthcare, insurance, mining, logistics, and environmental governance.

This memorandum provides a comprehensive overview of XTAU’s compliance alignment with three principal global regulatory standards:

• MiCA – Markets in Crypto-Assets Regulation (European Union)

Additionally, this memo addresses the token’s compliance posture within Seychelles, the jurisdiction in which EAM Resources Ltd. is legally incorporated.

The XTAU token is a utility token used solely for enabling access to predefined digital features within the UTaaS ecosystem. Its design purposefully avoids characteristics commonly associated with investment vehicles. It:

• Does not grant equity or ownership in any entity or underlying assets.
• Does not confer any dividend, profit participation, or passive income.
• Is not intended for secondary market trading or speculative appreciation.
• Provides “access credits” — digital non-monetary units redeemable within the platform for services like document authentication, regulatory reporting modules, KYC verification, and environmental logs.

The staking mechanism generates non-financial access rewards (e.g., API calls, report generation privileges) and is carefully structured to avoid any yield-bearing or return-on-investment dynamics.

Relevant Framework: Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA), effective 2024 Token Classification under MiCA

• XTAU is categorized as a utility token under MiCA Article 3(5), as it:
• Grants access to goods or services, not financial return.
• Exists exclusively within a closed ecosystem, not freely tradable.
• Does not qualify as asset-referenced or e-money token under MiCA definitions.

MiCA Requirements Satisfied

• Whitepaper Disclosure: The EAM Seychelles whitepaper outlines clear token functionality, access-only use, risk disclaimers, and non-investment positioning.
• No Capital Raising: XTAU does not involve public fundraising linked to financial claims.
• Non-Transferability of Access Benefits: Credits earned via staking are non-liquid, and expire, supporting their classification as consumption-only utilities.

Incorporation & Jurisdiction:
EAM Resources Ltd. is registered in the Republic of Seychelles and operates within the legal scope of its digital asset environment.

• FSA Licensing:
• EAM Resources Ltd. is not currently licensed by the Seychelles Financial Services Authority (FSA).
• However, the token design and operational model conform to Seychelles’ Digital Assets and Token Offerings Guidelines, particularly:
• Restriction of investor entitlements
• Avoidance of financial claims
• Clear articulation of token utility and purpose
• Disclaimers & Risk Transparency:
  • All platform documentation provides clear notices regarding the non-financial nature of the token and the need for users to seek local legal advice before interacting with XTAU.

• No Financial Rights Conveyed: Ownership of XTAU grants neither equity nor participation in profits, dividends, or royalties.
• No Transfer of Underlying Assets: Asset-related access (e.g., mining reports, healthcare documents) does not equate to asset ownership.
• No Market-Based Liquidity or Appreciation Path: Staking rewards are limited to temporary access credits that expire and are not tradeable.
• No DAO Governance Rights via XTAU: Governance tokens are separated and planned for later release under a distinct legal structure.

The XTAU token, as described in the EAM Resources Ltd. whitepaper and platform architecture:

• Does not qualify as a security under U.S. law (Howey-compliant) Meets the MiCA definition of a utility token, avoiding e-money or asset-reference status
• Implements full FATF-compliant KYC/AML processes, risk controls, and access restrictions
• Operates lawfully within Seychelles, under non-securitized digital asset guidelines
• Has been independently audited for smart contract integrity and regulatory structure

EAM Resources Ltd. affirms that XTAU is legally positioned as a compliant, non-financial, utility-only token, and does not require classification or licensing as a security, e-money, or investment instrument.

Contact for Legal Review and Compliance Verification
Email: compliance@astapus.com
Website: https://astapus.com