Investment Memorandum

This Investment Memorandum provides a complete institutional overview of the Sonic AI Automated Gold Strategy for prospective investors conducting formal due diligence.

An automated XAU/USD trading strategy executed through individually owned brokerage accounts, with independently verifiable performance reporting since November 2024.

An independently verifiable automated XAU/USD investment strategy, executed through individually owned brokerage accounts, with transparent third-party performance reporting since November 2024.

The automated XAU/USD trading strategy described throughout this Memorandum, operating according to predefined, systematic rules.

TAG Markets, operated by T.M. Financials Ltd, is the brokerage through which all trading activity occurs. T.M. Financials Ltd is officially listed by the FSC Mauritius as an Investment Dealer; licence number confirmation is pending.

Trading decisions are implemented through the strategy's documented execution framework rather than discretionary human judgment.

Signals generated by the strategy are transmitted and executed automatically within each investor's individual brokerage account.

Position sizing and exposure controls operate within the strategy's systematic framework. Pending Verification

The underlying trading methodology is proprietary and is not publicly disclosed, consistent with standard practice for systematic trading strategies.

Strategy activity can be independently reviewed through the public Myfxbook record and MT5 View-Only access.

Sourced from the public Myfxbook record. Past performance does not guarantee future results. This does not constitute a formal audit, financial statement, or independent assurance opinion.

Risk oversight operates within a defined governance structure spanning the strategy, the brokerage and the investor's own account.

Account performance, including drawdown, can be monitored continuously through the public Myfxbook record and MT5 View-Only access.

Each investor's account is individually held and independently exposed to market risk; no capital is pooled across investors.

Accounts enrolled in the public Amplify program are subject to a 10% stop-out rule. This applies to the public program only; the related allocation framework referenced elsewhere in this Memorandum remains pending official program documentation.

Maximum drawdown, volatility and risk-adjusted return metrics beyond current drawdown are not yet captured in this Memorandum and remain available through the underlying Myfxbook record.

All trading activity is conducted through TAG Markets, operated by T.M. Financials Ltd (Company No. C185265). T.M. Financials Ltd is officially listed by the FSC Mauritius as an Investment Dealer; licence number confirmation is pending.

Client funds insurance documentation — insured entity T.M. Financials Ltd, insurer CBC UK Limited, coverage up to USD 1,000,000 — is available for review during the due diligence process.

1. TAG Markets — Brokerage · Holds client brokerage accounts · Executes copied trades · Officially listed by FSC Mauritius; licence number confirmation pending. 2. Sonic AI — Generates trading signals within its documented execution framework. 3. The Wealth Upgrade Capital — Provides research, documentation and onboarding support. 4. Investor — Owns the brokerage account and retains all investment decision authority.

Investors receive access to strategy, broker and regulatory documentation throughout the onboarding sequence.

Brokerage accounts are opened directly with TAG Markets, including standard identity verification requirements.

Once funded, the account is connected to the Sonic AI strategy through TAG Markets' copy trading infrastructure.

Trades generated by the strategy are executed automatically within the investor's account without manual intervention.

Trading activity and account performance can be monitored on an ongoing, self-service basis through the public Myfxbook record and MT5 View-Only access.

Trading signals are generated by the Sonic AI strategy according to predefined, systematic rules. The underlying methodology is proprietary and is not publicly disclosed.

Generated signals are transmitted to each investor's individual TAG Markets brokerage account through the platform's copy trading infrastructure.

Trades are executed directly within the investor's account, replicating the strategy's activity without requiring manual action.

The strategy operates exclusively within the XAU/USD market.

Once activated, the strategy continuously generates, transmits and executes trades within the investor's individual brokerage account without requiring ongoing manual intervention.

Each investor holds an individual brokerage account with TAG Markets, in the investor's own name.

Investor capital is deposited directly into the investor's individual brokerage account. At no point is capital transferred to, pooled by, or held by The Wealth Upgrade Capital.

Client funds remain in custody with TAG Markets. The Wealth Upgrade Capital does not hold, control or have access to investor funds.

The investor's account is linked to the Sonic AI strategy through copy trading infrastructure. Trades are mirrored into the account without pooling capital across investors.

The operational framework establishes a clear separation of custody, execution and investment responsibilities among the participating parties. The broker provides account custody and trade execution, the strategy generates trading signals, and the investor retains ownership of the brokerage account while remaining responsible for all investment decisions and due diligence. The Wealth Upgrade Capital provides research, documentation and onboarding support.

The Amplified Allocation framework is an optional brokerage facility designed to provide eligible accounts with an increased trading allocation relative to deposited capital, subject to the broker's program rules, eligibility requirements and operational limits.

Eligibility is determined by TAG Markets and requires completion of the standard account opening and identity verification process.

Activation occurs after account opening and funding, and is completed directly through TAG Markets as an optional step within the broader account setup process.

The program is subject to TAG Markets' own terms and eligibility criteria, which are not fully documented within this Memorandum. A related but separate allocation framework remains pending official program documentation and is not addressed in this section.

Risk considerations specific to this program, including the applicable stop-out rule, are addressed in Section 05, Risk Management, and are not repeated here.

Investment decisions, including whether to open an account, fund it, or activate optional programs, rest solely with the investor. No other party makes investment decisions on the investor's behalf.

Once connected, trade execution occurs automatically within TAG Markets' own infrastructure. No party intervenes in individual trade decisions once the strategy is active.

Any applicable commercial arrangements between The Wealth Upgrade Capital and TAG Markets are disclosed during the due diligence process and do not alter the governance framework or allocation of responsibilities described in this Memorandum.

Questions regarding execution, account status or documentation should be directed to the party responsible for that function, as set out in Section 10, Roles & Responsibilities.

Trade-level performance data, including gains, drawdown and trade history, is published continuously on a public Myfxbook record accessible to any prospective or current investor.

MT5 View-Only access, provided during the due diligence process, offers a real-time, read-only view of trading activity.

Performance information is available on an ongoing, self-service basis through the reporting channels described above, rather than through periodic reports issued by The Wealth Upgrade Capital.

The reporting channels provide visibility into trading activity and account performance. They are intended as transparency tools and should not be interpreted as audited financial statements or independent assurance reports.

Trading activity depends on the continued operation of TAG Markets' brokerage infrastructure, including account access, trade execution and custody systems.

Execution of the strategy depends on the continued operation of the copy trading infrastructure that transmits signals from the Sonic AI strategy to individual investor accounts.

Account and infrastructure activity can be monitored on an ongoing basis through the reporting channels described in Section 13, Performance Reporting.

Operational and business continuity documentation, where maintained by TAG Markets, is made available during the due diligence process.

The strategy operates through established third-party infrastructure, including the brokerage and copy trading systems. Each participating entity remains responsible for the operation and maintenance of the infrastructure within its respective area of responsibility.

Each investor is responsible for independently assessing whether this opportunity is suitable for their individual financial circumstances, objectives and risk tolerance.

The strategy is intended to be evaluated over a long-term horizon rather than by reference to short-term performance fluctuations.

Investors are expected to complete their own due diligence, including review of the documentation and resources described throughout this Memorandum, before proceeding.

Prospective investors should have a clear understanding of the risks associated with XAU/USD market exposure, as set out in Section 05, Risk Management.

Prospective investors should consider obtaining independent financial, tax and legal advice where appropriate, taking into account their individual circumstances, before making any investment decision.

This Investment Memorandum should be read together with the Investment Overview, Executive Summary, One-Pager and supporting due diligence documentation. Together, these documents provide the complete framework for evaluating the investment opportunity.

Sonic AI

The automated XAU/USD trading strategy described throughout this Memorandum.

TAG Markets

The brokerage, operated by T.M. Financials Ltd, through which client accounts are held and trades are executed.

Copy Trading

The infrastructure through which signals generated by the Sonic AI strategy are replicated into individual investor accounts.

Myfxbook

An independent, publicly accessible platform on which the strategy's trading performance is continuously reported.

MT5 View-Only Access

A read-only account view, provided during due diligence, allowing real-time observation of trading activity.

Amplified Allocation Framework

The optional brokerage facility described in Section 11, providing eligible accounts with an increased trading allocation subject to the broker's program rules.

Additional documentation, including broker, regulatory and operational materials, may be provided during the due diligence process where appropriate and available.

Factual information, operational procedures and supporting documentation referenced in this Memorandum may be updated from time to time. Such updates do not alter the underlying structure or content framework of this Memorandum.

This Investment Memorandum has been prepared to support informed due diligence by prospective investors. It should be read in its entirety, together with the accompanying documentation referenced herein, before any investment decision is made. This Memorandum does not replace independent assessment or professional advice where appropriate.