§ 01 · Management Services Joint Venture Proposal

A joint venture to build Ghana's most capable stablecoin VASP — without changing a single thing you already do well.

Blu Penguin has secured what every serious Ghanaian fintech has been chasing: regulatory approval inside the Bank of Ghana's VASP Sandbox. HoneyCoin proposes to bring the stablecoin platform, the institutional liquidity and the enterprise pipeline that turns that approval into operating revenue — under a structure where Blu Penguin retains full ownership, full control, and full optionality.

Regulatory cover · Blu Penguin Technology & liquidity · HoneyCoin Equity · 100% Blu Penguin Upside · 50 / 50 21 April 2026

§ 02 · Why now

The Ghana digital-asset window is opening — just once.

The Bank of Ghana's VASP Sandbox is the on-ramp for every stablecoin and digital-asset business that wants to operate in Ghana legally. Sandbox cohorts are narrow, scrutiny is high, and first-movers who bring real volume will define the terms of the full licence regime that follows. Blu Penguin already holds the seat. The question is what to build into it.

$4.6B

Formal remittance inflows to Ghana annually

World Bank · 2024

$3.0B+

Estimated informal and crypto-adjacent remittance flows

Industry estimates

#29

Ghana's global rank for grassroots crypto adoption

Chainalysis Geography Report

$150M+

HoneyCoin's current monthly processed volume across 45+ African markets

Internal, Q1 2026

§ 03 · The proposal in ninety seconds

A clean structure. No dilution. No capital call.

A Management Services Agreement appointing HoneyCoin as MD of a newly-incorporated, wholly-owned Blu Penguin subsidiary that holds and operates the VASP Sandbox activities. Everything else stays exactly where it is.

Term sheet — at a glance Subject to definitive docs

Vehicle

Blu Penguin Digital Assets Ltd

Placeholder name · to be incorporated in Ghana · 100% owned by Blu Penguin

Agreement type

Management Services Agreement

HoneyCoin appointed MD; no equity transfer to HoneyCoin

Revenue share

50 / 50 of Net Revenue

Net = gross revenue less operating costs funded pro-rata

Term

2 years initial

Terminable on 30 days' notice for cause, with good-faith renegotiation

Exclusivity

Sandbox routed through JV

All sandbox-permitted activity flows through the subsidiary

Governance

Blu Penguin-appointed board

HoneyCoin holds operational authority only within the MD mandate

Capital commitment

None from Blu Penguin

No upfront payment, no minimum guarantee, no balance-sheet risk

Go-live target

First transaction in ≤60 days

Infrastructure, liquidity and clients already operational

§ 04 · What each side brings

Two balance sheets of capability, one venture.

Neither side is starting from zero. The JV is the structured, contractual way to combine two assets that individually are incomplete for the moment Ghana is entering.

Blu Penguin

Ghana · regulated · merchant-native

The licensed PSP, the regulator relationships, the merchant footprint — everything a digital-asset business needs to land legally and at scale in Ghana.

Bank of Ghana VASP Sandbox approvalThe singular regulatory asset that opens the Ghanaian market to stablecoin-native services.
Existing PSP licence with the Bank of GhanaProven compliance posture, banking relationships, and operational credibility.
Merchant footprint and distributionPOS, BluPay, QR, USSD, payment links — serving DHL, KFC, TOTAL, GAME, Marina Mall and a long merchant tail.
Agent network and physical presenceGhanaian street-level distribution that pure-play digital operators cannot replicate in 24 months.
Local market knowledge and trustTwo decades of understanding how Ghanaian merchants, SMEs and consumers actually transact.

HoneyCoin

Pan-African · stablecoin-native · $150M+ monthly

The platform, liquidity and client pipeline that turn VASP cover into revenue — already running in 45+ African markets, already serving 350+ enterprise clients.

Stablecoin orchestration platformProduction-grade on/off-ramps, multi-currency virtual accounts, treasury, minting and settlement rails built over five years.
Wallets-as-a-Service (WaaS) infrastructureBank-grade wallet issuance, non-custodial and custodial options, programmable and embedded.
Institutional liquidity accessDirect relationships with Binance, Bybit, Circle, Tether and other counterparties — settling at Bloomberg-tight rates, up to $5M/day on the OTC desk.
Local Currency Stablecoin Issuance and Domestic Stablecoin Payment RailsTokenized domestic cedis for seamless low-cost, instant settlement infrastructure that complements Blu Penguin's local rails rather than competing with them.
Enterprise client pipelineLive discussions with exchanges, remittance operators and global fintechs actively seeking regulated Ghanaian entry.

§ 05 · The structure

How value, authority and cash actually flow.

A single subsidiary holds the sandbox activities. Blu Penguin is the sole shareholder. HoneyCoin operates under a time-bound management contract with clearly-drawn operational authority and a 50/50 share of Net Revenue.

One shareholder

Blu Penguin retains 100% equity in the subsidiary. No shares are issued to HoneyCoin. No preference stack, no convertible, no option pool.

One operator

HoneyCoin acts as MD under contract. Authority is narrow and specified: deploy infrastructure, onboard clients, market the regulatory cover. Nothing more.

One revenue pool

All sandbox-generated revenue accrues to the subsidiary. Operating costs are settled pro-rata between the parties. Net Revenue splits 50 / 50.

§ 06 · Economics, interactively

Model the upside yourself.

The figures below are live. Adjust target volume, blended take rate, product mix and opex assumptions to see the shape of what this partnership generates — for both sides. Every number is defensible against HoneyCoin's current comparable performance in Kenya, Nigeria and Cameroon.

Joint Venture Revenue Model — Ghana Illustrative · not a guarantee · rooted in current African comparable performance

Volume assumptions

Month 12 monthly volume $30M

$5M$100M

Year 1 ramp profile

Year 2 volume multiplier 3.0×

1.5×5×

Revenue assumptions

Blended take rate 1.00%

0.50%1.50%

Operating costs (% of gross) 30%

20%50%

Product mix

Toggling products off narrows the addressable revenue base.

Y1 Gross Revenue $1.5M Cumulative across 12 months

Y1 Net Revenue $1.05M After opex · distributable pool

Y2 Net Revenue $3.15M Distributable pool at scaled volume

Volume and revenue trajectory — 24 months

Volume ($M) Revenue ($K)

Net Revenue split — Year 1

50 / 50 of net

Blu Penguin share $525K Year 1 · $44K average per month

HoneyCoin share $525K Year 1 · $44K average per month

Net Revenue split — Year 2

At scaled volume

Blu Penguin share $1.57M Year 2 cumulative

HoneyCoin share $1.57M Year 2 cumulative

Model logic: Gross revenue = monthly volume × blended take rate, ramped over 12 months per the selected profile. Year 2 applies the multiplier to Month-12 volume and holds the mix steady. Net revenue deducts pro-rata operating costs; the remaining pool splits 50 / 50. No projection here assumes HoneyCoin's top-decile conversion — the defaults are deliberately mid-range against our 2025 Kenya and Nigeria performance.

§ 07 · Control & scope

What Blu Penguin keeps. What HoneyCoin actually does.

The management contract is deliberately narrow. Blu Penguin retains every strategic lever — ownership, governance, IP, data, the ability to pause or exit. HoneyCoin's authority is scoped to a precise operational mandate.

§ 07.A · Retained by Blu Penguin

Full ownership and strategic control

◐
100% equity in the subsidiaryNo shares issued to HoneyCoin. No options, warrants or convertible instruments. Not now, not on renewal.
◐
All board seats and governance rightsThe subsidiary board is wholly appointed by Blu Penguin. HoneyCoin attends as MD, does not vote.
◐
Budget, hiring and product approvalEvery operating budget, senior hire, new product launch and material contract requires Blu Penguin sign-off.
◐
All existing IP, rails and merchant relationshipsBlu Penguin's card machine network, BluPay, QR, USSD, agent network and merchant book remain outside the JV.
◐
Full ownership of customer dataAll data generated under the sandbox activities is owned by the subsidiary — which is owned by Blu Penguin. HoneyCoin processes, does not own.
◐
Unilateral termination rights30 days' notice for cause. On termination, operations, clients and systems transition back to Blu Penguin control under pre-agreed wind-down terms.

§ 07.B · Delegated to HoneyCoin

Operational authority, tightly scoped

◑
Build and deploy VASP infrastructureStablecoin orchestration platform, WaaS, on/off-ramps, OTC desk — installed and operated within the subsidiary's permitted activities.
◑
Run day-to-day VASP operationsTreasury, settlement, liquidity management, technical operations, customer support, SLAs — executed against Blu Penguin-approved policies.
◑
Onboard and service enterprise clientsPipeline development, KYC/KYB, commercial terms, integration — all onboarding executed inside the subsidiary, under its regulatory cover.
◑
Market the regulatory cover commerciallyPosition the JV as the regulated Ghanaian entry point for HoneyCoin's existing client network — exchanges, fintechs, global treasury teams.
◑
Report transparently to the boardMonthly operating reviews, revenue reporting, compliance posture, risk register — all surfaced to Blu Penguin leadership in standard, auditable form.
◑
Comply with regulator-facing obligationsSupport Bank of Ghana reporting, sandbox milestone submissions, audit requirements — under Blu Penguin's name and direction.

§ 08 · Timeline

From term sheet to first transaction in 60 days.

Every item below is executable on HoneyCoin's existing production infrastructure. There is no novel engineering required — the platform is live, the liquidity is settled daily, the client pipeline exists. The work is purely instantiation inside the Ghanaian subsidiary.

Week 0

Term sheet & docs

Signed term sheet. Parallel drafting of MSA, services schedule, data protection and wind-down addenda.

Weeks 1–3

Incorporate & license

Incorporate the subsidiary. Transfer sandbox scope. Open operating accounts. Execute MSA and MD appointment.

Weeks 3–6

Infrastructure stand-up

Deploy HoneyCoin's platform under the subsidiary's brand and compliance envelope. Regulator notifications complete.

Weeks 6–8

Pilot clients live

Initial enterprise clients onboarded from HoneyCoin's existing pipeline. Pilot transaction limits agreed with BOG supervisor.

Day 60

First billable transaction

Revenue starts flowing. Monthly operating review cadence begins with Blu Penguin board.

§ 09 · Commercial terms — in full

The full shape of the agreement.

A consolidated view of every material term. This table drives the definitive documentation — if a line reads acceptable, it becomes the MSA clause.

Vehicle

A new Ghanaian private limited company (placeholder Blu Penguin Digital Assets Ltd), 100% owned by Blu Penguin Ltd. All VASP Sandbox-permitted activities are conducted exclusively through this subsidiary.

Sandbox scope

All activities permitted under Blu Penguin's Bank of Ghana VASP Sandbox approval. The parties will jointly seek regulator clarification on any activity where permitted scope is ambiguous, and will operate strictly within approved bounds.

Management appointment

HoneyCoin is appointed Managing Director of the subsidiary under a Management Services Agreement. David Makuku Nandwa (CEO, HoneyCoin, Inc.) serves personally as the named MD for the initial term.

Scope of authority

HoneyCoin's authority is limited to: (i) building and deploying VASP operations and infrastructure; (ii) onboarding and servicing clients; (iii) marketing and commercialising the regulatory cover. All budget, hiring and new-product decisions require Blu Penguin approval.

Governance

All board seats of the subsidiary are appointed by Blu Penguin. HoneyCoin attends in an MD capacity without voting rights. Reserved matters include capital commitments, material contracts, senior hires, regulatory dealings and strategic pivots.

Revenue share

50 / 50 of Net Revenue, where Net Revenue = Gross Revenue less agreed operating costs funded pro-rata by the parties. Monthly reconciliation; quarterly distribution.

Operating costs

Infrastructure, staff, licensing fees, compliance spend and third-party services are funded pro-rata by the parties against an annual budget approved by the Blu Penguin board. No capital contributions or upfront payments.

Guarantees & capital

No capital contribution from either side. No minimum revenue guarantees. No milestone payments. No performance bonds.

Term & renewal

Initial term: 2 years from the MSA effective date. Renewal by mutual written agreement, with a good-faith renegotiation window opening 90 days before expiry.

Termination

30 days' written notice for cause, with an obligation on both parties to enter good-faith renegotiation before termination takes effect. Cause includes material breach, regulatory adverse action, or loss of the sandbox approval.

Exclusivity

During the term, all sandbox-permitted activity is routed exclusively through the subsidiary. Blu Penguin's existing PSP activities (card machines, BluPay, QR, USSD, agents, Ivory Coast operations) are entirely outside the JV and unaffected.

IP & data

Blu Penguin's pre-existing IP and data remain Blu Penguin's property. HoneyCoin's platform, source code and pre-existing IP remain HoneyCoin's property; HoneyCoin grants the subsidiary a term-limited operational licence for use during the agreement. All data generated inside the subsidiary is owned by the subsidiary.

Exit & transition

On termination, HoneyCoin will: (i) provide up to a 90-day transition period; (ii) transfer all subsidiary data, client relationships and operational documentation to Blu Penguin; (iii) uninstall proprietary HoneyCoin IP while preserving operational continuity for live client obligations.

Reporting

Monthly management accounts, monthly operating review with the Blu Penguin board, quarterly revenue reconciliation, annual audited accounts. Live dashboard access for Blu Penguin appointees.

Brand

The joint venture may operate under either party's brand — Blu Penguin, HoneyCoin, or a co-branded identity — at the discretion of the subsidiary's board, with appropriate disclosures in place. There is no restriction on which party's brand is used for customer-facing activities.

Dispute resolution

Good-faith negotiation, escalating to mediation, then arbitration under the Ghana Arbitration Centre rules. Governing law: Ghana.

§ 10 · Risk posture

What could go wrong — and how we've pre-empted it.

Risk · 01

Sandbox revocation or scope reduction

Bank of Ghana narrows or withdraws sandbox permissions mid-term, halting activities.

Mitigation

Blu Penguin retains full regulator relationship. Operations are immediately pauseable under the MSA. HoneyCoin bears its pro-rata share of wind-down cost — Blu Penguin carries no asymmetric liability.

Risk · 02

HoneyCoin operational under-performance

Volume ramp, client onboarding or uptime falls short of the Month 12 trajectory modelled.

Mitigation

30-day-for-cause termination combined with monthly operating reviews creates fast feedback. Blu Penguin funds only its pro-rata share of opex — exposure is bounded.

Risk · 03

Brand conflation or reputational spillover

A HoneyCoin incident elsewhere on the continent affects Blu Penguin's standing in Ghana.

Mitigation

Legal separation via the subsidiary. Customer-facing branding at Blu Penguin's discretion. Explicit representations and indemnities in the MSA for events originating outside the JV.

Risk · 04

Competing claims on HoneyCoin bandwidth

HoneyCoin's broader African expansion diverts attention from the Ghana JV.

Mitigation

The CEO serves personally as MD — not a delegate. Performance obligations are written into the MSA against monthly, observable KPIs.

Risk · 05

Regulatory treatment of HoneyCoin as a foreign operator

Bank of Ghana disallows a foreign-managed entity under the sandbox.

Mitigation

Proactive regulator engagement in Weeks 1–3 via Blu Penguin's existing BOG channels. MSA structure is deliberately drafted so the Ghanaian subsidiary remains the regulated, Blu-Penguin-controlled operator.

Protected Document

A joint venture to build Ghana's most capable stablecoin VASP — without changing a single thing you already do well.

The Ghana digital-asset window is opening — just once.

A clean structure. No dilution. No capital call.

Two balance sheets of capability, one venture.

Blu Penguin

HoneyCoin

How value, authority and cash actually flow.

One shareholder

One operator

One revenue pool

Model the upside yourself.

Net Revenue split — Year 1

Net Revenue split — Year 2

What Blu Penguin keeps. What HoneyCoin actually does.

Full ownership and strategic control

Operational authority, tightly scoped

From term sheet to first transaction in 60 days.

The full shape of the agreement.

What could go wrong — and how we've pre-empted it.

Sandbox revocation or scope reduction

HoneyCoin operational under-performance

Brand conflation or reputational spillover

Competing claims on HoneyCoin bandwidth

Regulatory treatment of HoneyCoin as a foreign operator

A 30-minute signal, and we're in market together by June.