Memnon Capital
Private & Confidential · Reserved for Selected Investors

Gold Revenue Participation Note

Kasanda Gold Project · Spotlight–Memnon 575 Ltd · Republic of Uganda

2x
Total payout on your ticket
5.0%
Net Gold Sales pool — your source of payment
24 mo
Maximum payout window from first production

Invest once — receive 2x your ticket, paid from gold production, complete within a maximum of 24 months from first gold (sooner if production runs ahead of plan · subject to definitive documentation)

Offering size up to US$500,000 · Ticket US$50,000 – US$500,000 · Limited allocation — open until fully subscribed

One clean number: invest, and receive 2x — paid from Kasanda gold production
The Opportunity at a Glance

Invest once. Receive double — from the gold itself.

This Note carries no interest rate and no coupon mathematics. You hold one right: a share of every dollar of gold the Kasanda mine sells, paid to you quarterly until you have received two times your investment — complete within a maximum of 24 months from first production.

2x

Your total payout — two times your invested capital, inclusive of it. No interest line, no separate schedules: one number, one right.

Au5.0%

Shared pool of the project's Net Gold Sales — the source of your quarterly payments, allocated pro-rata to Note holders.

24 mo

Maximum payout window from first production. Stronger production completes your 2x sooner — 24 months is the outer limit.

$$50k

Minimum ticket, up to US$500,000 maximum — the full offering size.

Quarterly

Payments made every quarter from gold sales, with full production and sales reporting.

Gold

Backed by a real, fully funded mine — licence secured and plant on order.

Aerial render of the Kasanda 360 TPD Carbon-in-Leach gold processing plant, Uganda
The Processing
Plant
360 TPDCarbon-in-Leach · expandable to 500 TPD
~90%Target gold recovery
Nile Machinery Co.Plant supplier · units on order

Image representative of the Kasanda build configuration.

The Project

Kasanda Gold — secured, structured, funded

MUMA

Licence holder

SML 00575 — the Kasanda mining licence, held and in good standing.

Spotlight–Memnon 575 Ltd

Operating company (SPV)

Develops and runs the Kasanda gold project under institutional JV governance.

Net Gold Sales

Cash from gold produced

Refined / doré gold sold to market — the revenue line your Note participates in.

Your Note participates in a 5% pool of these Net Gold Sales — allocated pro-rata to investors and paid quarterly until your 2x payout is complete. Net Gold Sales are not reduced by operating expenses, management fees or corporate overhead.
Why this Note exists. The mine's capital is committed; what this Note does is pre-sell a small slice of future gold revenue to add working-capital headroom on the road to first pour — instead of raising dilutive equity. You are buying production, not funding a concept.
Licence secured

Kasanda held under SML 00575 via MUMA — a granted mining licence, not an application.

Capex funded

The plant and project capital are committed under the institutionally backed JV — this Note is not funding the mine's construction.

Plant on order

CIL processing plant currently being ordered from Nile Machinery Co.

How It Works

How your money works — in plain terms

1

You invest

From US$50,000. Your capital funds final SPV setup and working capital to first gold.

2

The mine produces

Ore is processed at the CIL plant and gold is sold as doré / refined gold.

3

You get paid

Your pro-rata share of the 5% gold-sales pool, paid every quarter, from the first quarter of production.

4

Payout complete

Payments continue until you have received 2x your ticket — no later than 24 months after first production, sooner with stronger output.

One clean number. There is no interest rate and nothing to reconcile. You receive two times your investment, paid from gold sales — and the definitive documents commit completion of your 2x no later than 24 months after commencement of commercial production.
Investor Economics

What each ticket earns

Participation is allocated pro-rata from a 5.0% pool of Net Gold Sales. Figures below are illustrative and not a guarantee.

Model your allocation

Move the slider to your intended ticket. All outputs update instantly and carry through to the subscription form below.

$50,000
US$50,000 MINUS$500,000 MAX
10%
Share of the raise
0.50%
Net Gold Sales participation
$100,000
Your total payout (2x)
≈40% p.a.
Simple annual equivalent at the committed window · illustrative
Illustrative caseLowMediumHigh
Net Gold Sales / yr$3.5M$5.0M$7.5M
Your gold income / yr$17,500$25,000$37,500
Illustrative yr-1 payout on ticket35%50%75%
Your 2x complete≤24 mo*≤24 mo*≤24 mo*

Your monthly income — to 2x complete

Gold payments on your ticket, month by month, from first production to your completed 2x. Pick a production case — stronger output front-loads your money; the 24-month window is the outer limit.

$2,083
Monthly gold income while paying
Month 30
2x complete — committed outer limit (24 months from first gold)
$100,000
Total payout (2.0x ticket)
≈40% p.a.
Simple annual equivalent
Month 19182736
Gold payment / month Completion settlement — balance to your 2x 2x complete — Note fully paid

Illustrative timeline: first gold assumed month 7 · flat run-rate per case · payments made quarterly in practice. The completion settlement shows the balance of your 2x, committed no later than 24 months after commencement of commercial production under the definitive documents and funded from the project's retained 95% share of gold sales. Actual production ramp and timing will vary.

Your outcome, in one line Invest $50,000 receive $100,000 paid from gold production *Measured from commencement of commercial production (month 30 of the illustration below, with first gold assumed at month 7). Paid quarterly from the 5% Net Gold Sales pool; any balance to your 2x is settled at the committed date by Memnon Capital Africa Ltd, funded from the project's retained 95% share of gold sales.

Assumptions: 360 TPD CIL plant · ~90% recovery · gold modelled at US$3,800/oz (conservative vs ~US$4,200 spot, Jun 2026) · Medium case ties to management's ~$5.0M base. Illustrative sensitivities, not forecasts.

InvestmentShare of raiseNet Gold Sales participation
$50,00010%0.50%
$100,00020%1.00%
$150,00030%1.50%
$250,00050%2.50%
$500,000100%5.00%

Pro-rata share of the 5.0% Net Gold Sales pool — the source of your quarterly payments.

InvestmentTotal payout — 2x, paid from production
$50,000$100,000
$100,000$200,000
$150,000$300,000
$250,000$500,000
$500,000$1,000,000

Total amount received, inclusive of your invested capital · complete within a maximum of 24 months from first production.

Why This Is Built to Protect You

Structured for downside protection

2xCommitted completion

Your full 2x payout completes no later than 24 months after first production — written into the definitive documents.

Quarterly cash

Payments flow every quarter from actual gold sales, with production and sales reporting alongside.

Security package

Equipment security, assignment of participation rights and a project-level payment waterfall.

A de-risked asset

Licence secured, project fully funded and the plant already on order — not a concept.

Defined timeline

Repayment at 18 months, or 90 days after production — a clear exit window.

Definitive documents

Closing only on executed agreements after satisfactory due diligence.

The Sponsor

A Uganda-anchored real-asset platform

Memnon Capital Africa connects credible local assets with disciplined capital, institutional governance and milestone-driven execution across energy, mining and agriculture in East Africa.

Dr. Elly W. KaruhangaCo-Founder & Chairman
Prince Edward IgumiraCo-Founder & Director
Kristian KvavikChief Executive Officer
Haluk KulinChief Operations Officer
Jarvis SmithDirector
Corey BoazDirector
Craig WalstadDirector
Honest About Risk

Key risks — and how we manage them

Gold mining in an emerging market carries real risk. We don't hide it — here is how the structure addresses it.

Production & ramp-up

Plant is on order and fully funded; experienced operators; your payout window is anchored to first production with a committed 24-month completion.

Gold price

Modelled conservatively at US$3,800/oz vs ~US$4,200 spot; gold near record highs in 2026 gives headroom.

Jurisdiction & permitting

Licence secured via MUMA; local counsel (KAA); strong in-country board and government relationships.

FX & repatriation

Sales and the Note are USD-denominated; proceeds tracked to gold sales with quarterly reporting.

Execution & counterparty

Institutional governance, defined payment waterfall and security package; closing on definitive documents only.

Liquidity / term

A defined horizon: quarterly payments from first production, with completion of your 2x committed within 24 months of production start.

The Deal

Terms at a glance

IssuerMemnon Capital Africa
ProjectKasanda Gold JV / SPV — Spotlight–Memnon 575 Ltd
Offering sizeUp to US$500,000
TicketMin US$50,000 · Max US$500,000
Return2x invested capital — total payout, no interest component
Participation5.0% pool of Net Gold Sales, pro-rata
Source of paymentQuarterly distributions from the 5% Net Gold Sales pool
Payout windowFrom first production · complete within max 24 months
CompletionBalance to 2x settled no later than 24 months post-production
ReportingQuarterly · participation paid quarterly
SecurityEquipment security · assignment · payment waterfall
Governing lawRepublic of Uganda · arbitration in Kampala
Next Steps

A select, strictly limited allocation

This Note is offered privately to a limited number of selected investors. To preserve the allocation and terms shown here, allocation is strictly limited to US$500,000 and closes once fully subscribed — tickets are confirmed in order of receipt.

1Confirm interest. Complete the subscription form with your intended ticket.
2Diligence. Receive project diligence materials under confidentiality.
3Execute & fund. Sign definitive documents; your 2x payout right attaches on receipt of funds.

Submitting this form is a non-binding Indication of Interest. Your participation rights become active only once payment has been received by Memnon Capital Africa and definitive documents are executed.

Memnon Capital

Sign up here

Private subscription · Reserved for selected investors

Your details are transmitted privately to Memnon Capital Africa. No payment is taken on this page.

Subscription received

Thank you, . You have subscribed for

$50,000

in the Memnon Capital Africa Gold Revenue Participation Note — Kasanda Gold Project, Uganda.

REF · MCA-GRPN-0000
Your rights will become active once payment has been received by Memnon Capital Africa Ltd.
Payment instructions · USD wire transfer
BeneficiaryMemnon Capital Africa Ltd
3rd Floor, Buganda Road, Kampala, Uganda
Account No. (USD)9030027346498
SWIFT / BICSBICUGKX
Sort code048447
BankStanbic Bank
Plots 7–9 Luthuli Avenue, Plot 9 Bandali Close & Plot 3 Bandali Rise, Bugolobi, Kampala, Uganda
Payment referenceMCA-GRPN-0000

Please quote your reference on the transfer. Definitive subscription documents will follow to your email address from our team.

Au

Congratulations — your position in Kasanda gold is reserved.

The moment your payment is received by Memnon Capital Africa Ltd, your first gold transaction is confirmed and your right to a 2x payout from Kasanda's Net Gold Sales is locked in — quarterly payments from first production, complete within 24 months. Welcome to the raise.