Regulatory Disclosures

1. How to read this page

Investment crowdfunding in Ghana is a securities activity. The SEC licenses and supervises crowdfunding intermediaries and crowdfunding platforms under Act 929 and Commission guidelines. A person must not conduct investment crowdfunding in Ghana without the appropriate authorisation. A foreign intermediary or platform is subject to additionalrequirements in the Guidelines (e.g. IOSCO–recognised home regulator, Ghana registration, and a Commission licence) beforetargeting Ghanaian investors as defined in the instrument.

Unless we publish a specific licence number and scope in the investor journey or on this page, you should read our disclosures as describing the framework we are building towardand the standards we apply or intend to apply—not as a warranty that a particulardisplay of a licence is current on the date you read this. Our Terms of Use prevail on operational matters.

2. Operator and platform

The website and applications branded Ardent CrowdFund are operated by Ardent Africa Technologies Ltd, a company incorporated in Ghana (details onAbout and in contract documents). The Platform’s role is further described in the Terms of Use: we are an intermediary / technology and operations provider connecting eligible issuers and investors; we are not the issuer of the securities in a Campaign unless a document expressly says otherwise.

3. Legal basis

Section 209 of the Securities Industry Act, 2016 (Act 929)(as amended) and the Commission’s rule–making powers support the Guidelines. The Commission may waive the full application of the Guidelines in a specific case, subject to a writtendirective describing alternative measures. If any doubt arises as between the Guidelines and another Commission instrument, the Commission’s interpretation is stated in the Guidelines to be final after referral.

4. What the 2024 Crowdfunding Guidelines cover

The instrument applies (in summary) to (among others):

• entities seeking or required to be licensed as a crowdfunding intermediary;
• persons who intend to raise capitalthrough a Commission–licensed crowdfunding intermediary;
• companies that intend to offer services as a crowdfunding platform in Ghana; and
• foreign firms that seek to operate, maintain, or provideinvestment–crowdfunding services in Ghana, subject to the rules on targeting and licensing.

The Guidelines do not apply to rewards–based or donations–based crowdfunding. Our product is investment(securities–based) crowdfunding only.

5. Role of the platform and what we do not do

In line with the intermediary / platform model:

• We do not guarantee any financial returnon crowdfunding investments, whether expressly or by implied terms—the Guidelines prohibit a crowdfunding intermediary from doing so.
• We do not provide financial assistance to you to invest in an offer, or compensate a finder or introducer in the prohibited manner.
• We and our managers and officers must not solicit investments or makeinvestment recommendations in a manner inconsistent with the Guidelines.
• We must not act as a facilitator of secondary trades on the platform in securities of the class described in the Guidelines.

The Guidelines also contain conflict–of–interest and disclosure rules—for example, where the intermediary, its officers, directors, or significant shareholders (or associated persons) hold a more than 5% stake in a hosted issuer, subject to the limited exception for an SPVin the Commission’s text. Those holdings and arrangements must be disclosed to the public on the platform in the way the instrument requires.

Our Risk Disclaimer and AML & KYC pages add user focused explanation; the authoritative duties are in the Guidelines and in ouroperational manual and policies as they evolve.

6. Crowdfunding exemption (offers of securities)

Under the Guidelines (as described in the instrument), an eligible issuer may offer or sell securities in reliance on a crowdfunding pathway without thefull prior registration of every security that would otherwise be required under the Act in the standard way, provided that the stated conditions for the exemption (including the issuer’s Ghana incorporation, and the use of a licensed crowdfundingintermediary for the offering) are met. Your Offer Document and Commission processesare decisive for each Campaign—do not treat this page as a legal opinion on a specific offer.

7. Issuer and investor limits (headlines)

The Guidelines set a maximum raise per issuer in a twelve–month period (generally GHS 6,000,000, with a higher GHS 10,000,000 cap in defined cases for agricultural commodities, physical assets, or agricultural projects as the Commission describes). A raise above the standard cap requires Commission approval as the instrument provides. Qualified investors are not subject to the retail investment–amount cap that applies to retail investors; retail investors are expected not to invest more than 10% of gross annual income in aggregate acrossall crowdfunding offerings in a year, unless the Commission or our processes specify otherwise. See the Risk Disclaimer.

8. Permissible investment instruments (headline list)

The Guidelines set out a list of permissible investment instruments(e.g. equity and preference shares, share options, convertibles, secured and unsecured debts, various structured or revenue– sharing agreements, offtake, leasing, factoring, rental, repurchase, redeemable equity, royalty, and impact– linked and sustainable–debt–type instruments, blended agreements, andothers the Commission may approve from time to time). Where a structure needs approval fromanother sector regulator as well, that approval must be in place. Technology such as DLT and smart contracts is permitted only in line with a Commission no–objection and related rules; electronic signatures are expressly contemplated for the subscription process. An issuer must not issue digital currencies, ICOs, or NFTs under the Guidelines— those activities are out of scope of the permitted crowdfunding Offering.

9. Key offering rules (headlines)

Examples (non-exhaustive) from the Guidelines and related schedules:

• an issuer is generally limited to one investment instrument in a single offering period, with rules on non–discrimination in pricing/ terms around a raise;
• an issuer must not host a concurrent offering on multiple crowdfundingplatforms;
• Offer periods, minimum amounts, oversubscription, and refunds for unsuccessful offers are regulated in Part VIII and must be consistent with the Offering Document;
• Material adverse change and material change to offers are subject to Commission and intermediary processes (including, where required, extension, re–open, or cancellation of an offer) as set out in the Guidelines;

Our product rules (where implemented) and each Offering Document are the operational source; this page is educative.

10. Transaction process (how it fits together)

The Guidelines describe modalities of the transactionin detail—including the length of the offer (e.g. up to 60 days plus extensionin defined cases with Commission sign–off), minimum subscription thresholds, IT and subscription systems, the Offering Document’s form and approval path, investor categorisation and KYC–first access rules (with limited summary information possible earlier), and cooling–off / withdrawal rights before the end of the offer. Your AML & KYC Notice and Terms of Use show how the Platform implements these ideas in the user journey.

11. Client money, escrow, and custodians

A crowdfunding intermediary is required to appoint a bank licensed by the Commission as a Custodian (or, where a platform uses a partner custodian, the equivalent contractual structure) to open and operate escrow or trust accounts for the transaction. Segregation of accounts of the platform, intermediary, and issuer is required subject to a narrow proprietary platform case described in the Guidelines, where a single intermediary– platform account may be allowed. Accounts may be electronic. Offer flows and refund/ disbursement mechanics in our systems will track the Offering Document and the Guidelines. Read AML for no direct payment to issuers in the offer period and for electronic fund handling.

Deposit insurance: amounts are not bank deposits in the ordinary sense unless a separate, regulated, clearly labelled productis offered—see Not a bank below.

12. Intermediary conduct (further headlines)

The Guidelines (Parts II–IV and III) require good faith, transparency, prudence, fairness, and ethical conduct from the intermediary, a risk management framework, a written ops manual and compliance procedures, record keeping and reporting to the Commission, examination and inspection rights for the Commission, and data protection, cybersecurity, and business–continuity style obligations. A complaints–handling process is part of a licensing application. Our Complaints & Dispute Resolutionpage is the user– facing part of the story.

13. Not a bank or deposit-taker

Ardent is not a licensed bank and amounts shown on the Platform (even when temporarily held in escrow) are not insured bank deposits. Investment via crowdfunding is securities–based risk, not a savings product. Do not conflate a return in an Offering Document with a guaranteed bank rate.

14. Offer disclosures, marketing, and ongoing reporting

Each Offering must be supported by an Offering Document in the form the Guidelines’ schedules(and the Commission’s process) require for theinstrument and issuer type—including, where applicable, equity–like, debt–like, agriculture, or investment–vehicle content. Marketing must, among other things, be balanced and factual and, where the Guidelines require, include the intermediary’s licence number and a link to the Commission’swebsite—and comply with Act 929 and L.I. 1728 (as referred to) on advertising. Ongoing issuer– and intermediary–disclosure is addressed in the Guidelines’ later Parts; investors should use each Campaign’s updates and published materials after the offer.

15. Useful links and related pages

SEC Ghana: sec.gov.gh

Risk Disclaimer · AML & KYC Notice · Complaints & Dispute Resolution · Privacy Policy · Terms of Use