PRIOR TO PARTICIPATING IN ANY TOKEN ACQUISITION AND/OR EXCHANGE PLEASE READ ALL SECTIONS OF THIS DISCLOSURE STATEMENT CAREFULLY AND IN THEIR ENTIRETY, ESPECIALLY SECTION 2, “RISKS AND UNCERTAINTIES”. IF YOU HAVE ANY DOUBTS REGARDING PARTICIPATION IN GOLDCRYPTO TOKENS THEN YOU SHOULD EITHER NOT PARTICIPATE, OR ALTERNATIVELY BEFORE TAKING ANY ACTION CONSULT YOUR FINANCIAL, LEGAL, TAX OR PROFESSIONAL ADVISOR(S).
Should you agree to proceed with participation in GoldCrypto Tokens then YOU REPRESENT AND WARRANT:
(a) In your home residential jurisdiction, you have the legal right to acquire and/or accept GoldCrypto tokens. (b) You acknowledge and agree that GoldCrypto advises that no government and/or regulatory authority has examined or approved any of the information or content in the GoldCrypto Website or Whitepaper.
- You acknowledge and agree that in any dealings whatsoever with GoldCrypto or with GoldCrypto Tokens that you will not use any tokens, cryptocurrencies, or funds of any description, other than such tokens, cryptocurrencies, or other funds that have been legally obtained by you and are owned by you.
- You acknowledge and agree that you will not use the GoldCrypto services and/or GoldCrypto Tokens to disguise the proceeds of crime, terrorism activities or any other unlawful activity, or to further any breach of applicable law or regulation, or to deal in any contraband of any description.
- You acknowledge and agree that you shall not deem, construe, or interpret the future trading options for GoldCrypto Tokens on any cryptocurrency exchange, as any indication of the merits or otherwise of the GoldCrypto Tokens.
- You acknowledge and agree that the use, or any acceptance by you, of the GoldCrypto Whitepaper and website, or Tokens is not prohibited or restricted by any applicable laws, regulations or rules in your jurisdiction, and where there may be such restrictions, that you have observed and complied with them at your own expense and without liability to GoldCrypto.
- You acknowledge and agree that in the case you seek to exchange other cryptocurrencies for GoldCrypto Tokens, that any such exchange is not to be construed, interpreted, classed, or treated as any kind of transaction other than a fair market exchange.
- You understand cryptocurrencies, blockchain, smart contracts, and cryptocurrency wallets.
- You are fully aware and understand that, should you proceed in an exchange of any other cryptocurrency for, or otherwise acquire, GoldCrypto Tokens, that there are risks associated with GoldCrypto, its plans and operations, and with the GoldCrypto Tokens (Also see “Risks and Other Considerations” section of this Disclosure Statement).
- These representations and warranties are each true, and complete.
ACCURACY OF INFORMATION:
The GoldCrypto Whitepaper and website include forecasts and information obtained and prepared internally through market research, publicly available information, and industry publications. Such market research, publicly available information, and industry publications often state that the information that they contain has been obtained from sources believed to be accurate and reliable, consequently, GoldCrypto provides no assurance as to the accuracy or completeness of such included information.
Save for GoldCrypto, its Service Operator and its officers, no person has approved the content of the GoldCrypto website or Whitepaper, or provided consent to the inclusion of his, her, or their name within the GoldCrypto.io website or Whitepaper.
GoldCrypto is a gold backed cryptocurrency. The affairs and gold backing of the GoldCrypto Tokens are managed and overseen by GoldCrypto incubator, Crypto Investor, Inc., is a Belize corporation and governed under English Common Law, augmented by local legislation. Crypto Investor is a blockchain services business focused on establishing, incubating, sponsoring, and/or otherwise supporting select blockchain based enterprises. Crypto Investor works with blockchain, legal, business, and finance specialists, and GoldCrypto, is a Crypto Investor initiative that seeks to establish a unique decentralized nationless Gold Standard cryptocurrency as a premier payments and remittance token.
KNOW YOUR CUSTOMER (“KYC”):
As GoldCrypto Tokens are a cryptocurrency, and as is the case with fiat currencies, KYC do not apply to the right to acquire or hold the cryptocurrency. Further as GoldCrypto Tokens do not represent any financial institution; are not regulated; are not a security or legal tender currency in any jurisdiction, KYC provisions are deemed to be non-applicable. Importantly, as it is expected that through the course of the pre-ICO and ICO the majority of Token exchanges will involve existing issued cryptocurrencies, and/or parties with existing cryptocurrency accounts, GoldCrypto expects that many of its Token participants will have already complied with KYC provisions in order to establish their accounts. Holders of GoldCrypto tokens are advised that should they ultimately seek to exchange them for physical gold bullion at a future time, then this delivery may be required to be in full compliance with KYC provisions.
ANTI MONEY LAUNDERING (“AML”) – COUNTER TERRORISM FINANCING (“CTF”):
GoldCrypto recognizes its responsibilities regarding AML and particularly CTF, and at all times will cooperate with authorities to assure compliance and that its Tokens are not used for AML or CTF purposes. GoldCrypto reserves the right to reject and/or refuse any transaction, or to bar transactions, particularly in jurisdictions that do not meet international Financial Action Task Force AML/CTF compliance standards. In this regard GoldCrypto may seek to, or be required to perform enhanced due diligence procedures.
To the maximum degree permitted by any or all applicable laws, regulations and rules of any jurisdiction whatsoever, GoldCrypto and/or any related or affiliated party and/or any appointed Distributor, and/or appointed Service Operator, or Advisor shall not be liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise, including but not limited to any loss of revenue, income or profits, and any loss of use or data, arising out of, or in connection with, any acceptance of any GoldCrypto transaction and/or reliance on the GoldCrypto website or Whitepaper.
Aside from the information on the GoldCrypto website and in the GoldCrypto Whitepaper, and in or on any, blog, or other public forum, that may be initiated by GoldCrypto, and/or its Service Operator, should any further information be required GoldCrypto advises all parties to conduct their own due diligence, and should any party have any further queries, please contact [email protected]
CRYPTOCURRENCIES ICO EXCHANGE:
A number of major cryptocurrencies may be exchanged for Tokens during the ICO process. This can potentially substantially broaden reach, participation, and usage of the cryptocurrency. The cryptocurrencies acceptable for exchange will include; Bitcoin (BTC), Ethereum (ETH), Ripple (XRP), Bitcoin Cash (BCH), and Litecoin (LTC).
1. OPERATIONAL INFORMATION
1.1 GOLDCRYPTO STRUCTURE
GoldCrypto.io and Tokens are each decentralized and nationless. Tokens are backed by ever increasing physical gold, commencing at 0.001333 ounces (0.04147 grams) which at gold price of $1,280 per ounce extrapolates to backing of US$1.70 in gold value. This Token gold backing will continue to grow as gold pre-purchasing increases over time, which in turn establishes as better than Gold Standard and truly unique.
The majority of Tokens shall always be held by the participants of the Pre-ICO and ICO, collectively and at all times holding 70% of all issued Tokens. The balance 30% will be issued for payment of Token mining costs, any bounty payments, and to also be progressively be issued to the original Crypto Investor, Inc., development team, advisors, and the earliest adopters/contributors.
1.3 FINANCIAL INFORMATION
As GoldCrypto represents a unique Gold Standard cryptocurrency there are no traditional financial accounts or information, as is the case for the industry’s leading cryptocurrency, Bitcoin. However, the total amount of physical gold to be continually pre-purchased, being the gold backing for the Tokens will progressively be updated in the GoldCrypto blockchain. The GoldCrypto Service Operator will also publish the physical gold backing of the Tokens on the GoldCrypto.io website, and continually update as the gold backing increases.
1.4 PRE-PURCHASE (OR STREAMING) OF GOLD PRECEDENT
Gold pre-purchase, or streaming, is not novel and is an established practice in the mining industry. Examples of notable public companies that pre-purchase future gold delivery from gold mine production opportunities include Franco-Nevada, Silver Wheaton, Royal Gold, Sandstorm, and Osisko Royalties.
All GoldCrypto physical gold is pre-purchased through agreement between GoldCrypto’s Service Operator and resource industry specialist, Scottsdale, Arizona based, Key Capital Corporation which has a highly experienced and expert mining team. See: www.keycapitalgroup.com
All gold pre-purchases are limited to a maximum 25% of assessed recoverable gold from any specific gold mining operation agreed to be pursued. The pre-purchased and, ultimately, delivered gold bullion provides the gold backing for Tokens.
Limiting gold pre-purchase to 25% of recoverable gold from any specific mining operation, although not a total guarantee, does provide a very comfortable buffer for commercial delivery viability and gold backing for the Tokens at well below current gold market prices.
1.5 IMPORTANT AGREEMENTS AND RELATIONSHIPS
All GoldCrypto physical affairs and management are conducted and managed through it Service Operator, Crypto Investor, Inc. This provides for the Tokens, as a pure cryptocurrency, to autonomously and continually increase in value as the GoldCrypto Service Operator accounts for gold bullion deliveries from the production of gold through the pre-purchase agreements.
The Gold pre-purchase agreements are with Key Capital, and the Service Operator is reliant on the experience and expertise of the Key Capital team to assure production and delivery from each physical gold mining operation that Key Capital undertakes for the benefit of Token holders.
The Service Provider, where deemed advisable, may also engage independent mining expertise to further assure performance and risk mitigation.
1.6 BACKGROUND AND EXPERIENCE OF TEAM MEMBERS
See GoldCrypto website for background information and experience of the Service Operator appointed team who conduct all required management and oversight in the interests of the Token cryptocurrency.
See: www.keycapitalgroup.com for all background regarding the mining experience and expertise of their team which manages and monitors gold production from the respective mines from which gold is pre-purchased.
Neither GoldCrypto.io or its Service Operator are subject to any litigation as at the publication date of this Disclosure Statement.
GoldCrypto Tokens are secure blockchain ERC20 standard software accounting units used to record the Token use rights and entitlements. Ownership of GoldCrypto Tokens denotes the holder’s right of use of the Tokens for payments and remittances, or to otherwise sell or exchange the Token, or to ultimately exercise the option to receive a future physical gold exchange. Tokens are a pure cryptocurrency and are not to be considered legal tender, securities, or commodities. Tokens are not redeemable for cash through GoldCrypto. Although Tokens may be traded on cryptocurrency exchanges, GoldCrypto disclaims responsibility for their negotiability. Tokens are a digital asset, bearing value by themselves based on their underlying use-value, properties and/or rights only. Tokens convey no voting rights, no equity interest, or any other interest or entitlement in GoldCrypto. Token holders are personally responsible and liable for the security of their Private Keys, wallets, accounts, hot or cold storage used, and/or security of any exchange, brokerage, or other party that may be holding their Tokens.
2. RISKS AND UNCERTAINTIES
This Risks section does not purport to advise of all the risks and other significant aspects of the GoldCrypto Tokens or of the GoldCryptoPre-ICO, ICO or any other GoldCrypto Offer.
It is presumed that many Token participants will be familiar with the pre-ICO and ICO process and in most cases, will have purchased other cryptocurrencies previously. You should also consider potential additional risks and considerations relating to Tokens and the GoldCrypto Token Pre-ICO and ICO, and consult your own legal, tax, financial and other advisers before entering into any transaction. In a worst-case scenario, you could lose your entire acquisition consideration. You should also be aware that there are potentially other risks that are beyond the control of GoldCrypto or its Service Operator. Any party looking to participate in the Token PreICO or ICO should ensure they fully understand the Token Pre-ICO and ICO process, cryptocurrencies, Public and Private Keys, wallets and wallet security. Additionally, before participating they should carefully consider and evaluate the risks, including but not limited to those described herein.
2.1 Physical Presence
Although GoldCrypto affairs and undertakings are administered through its Service Operator, Tokens, like Bitcoin, have no specific physical presence in any particular jurisdiction and/or country. The legal position of GoldCrypto and/or Tokens however may vary depending on facts and circumstances beyond the control of GoldCrypto and/or its Service Operator. GoldCrypto and/or Tokens may therefore at some point or to some extent, become subject to the legal compliance provisions of one or more jurisdictions, and/or become subject to unexpected legal or regulatory implications.
2.2 Whitepaper Amendment
At the date of the GoldCrypto Whitepaper, advice continues to be pursued on matters including but not limited to the governance structure, operational plan, and the Token Pre-ICO and ICO process. Pending such advice, some or all aspects of the Whitepaper and other information and/or materials may need to be amended. All Token participants should be aware of the risks associated with possible changes, which may have adverse effects on the utility and legitimacy of Tokens and/or GoldCrypto.
2.3 Limited Information
GoldCrypto is still in early development and its Token blockchain backbone is still in development and therefore its final design and other technical specifications and parameters may be updated and changed frequently without notice, or alternatively, although considered unlikely, need to be replaced. Whilst the GoldCrypto Token Whitepaper and/or the GoldCrypto website contain the key information currently available in relation to GoldCrypto and the Token Pre-ICO and ICO, it is subject to change, and adjustments and updates that may from time to time be required or desirable. The GoldCrypto website and news releases will keep all Token holders updated with regard to any such changes, if any.
2.4 Volatility of Cryptocurrencies
As has been evidenced in the market price of cryptocurrencies, individual prices can be subject to extreme volatility. This very fact is a major reason supporting the emergence of Tokens as a Gold Standard cryptocurrency that is backed by physical gold and will continue to increase in value as this physical gold backing is supplemented over time. GoldCrypto however cannot represent that despite the gold backing of the Tokens, that they will not be subject to market volatility. As Gold pre-purchase agreements are funded through the realization of other cryptocurrencies that are exchanged for Tokens, GoldCrypto initiatives would be impacted negatively should there be any significant deterioration in the market price of any cryptocurrencies being held in reserve. Conversely, should there be a significant price increase in GoldCrypto cryptocurrency reserves, then there would be a potential significant value benefit for Token holders. The volatility of cryptocurrencies is beyond the control of GoldCrypto and/or its Service Operator. Tokens are based on the market leading Ethereum ERC20 standard, and being dependent upon Ethereum, should there be any malfunction, unexpected functionality issues, forking, or a breakdown or any abandonment of Ethereum, then this could have an adverse effect on Tokens.
2.5 Volatility of Gold Price
Tokens are backed by pre- purchased physical gold. There can be no guarantee that the gold price will maintain its current price, or appreciate. While appreciation in the gold price is reasonably expected over the coming years, as forecast by many independent well-regarded analysts, this may not materialize.
GoldCrypto operations and the Token ICO particularly, may involve untested areas of law and regulation, and in any jurisdiction, could be subject to laws or regulation change on short notice. Legal status and regulatory outcome in any or all global jurisdictions is impossible to predict, and cryptocurrency token issues and offers and/or ICOs may at any time potentially become subject to regulatory approval in various jurisdictions. Should GoldCrypto, through its Service Operator, receive notices, warnings, or demands, from any authority, or be ordered to suspend or terminate the Token ICO, then GoldCrypto may need to withdraw or suspend the Token ICO within the respective jurisdiction and/or defend its position. Consequently, Token participants of any such jurisdiction in which such process may originate may be detrimentally and/or financially affected. Similarly, further development, marketing, and promotion, of the Token ICO, or subsequent ability for parties to trade Tokens may therefore be seriously affected, delayed or terminated. Regulatory policies can change with or without notice, and any existing tolerance or approval of Tokens, GoldCrypto, or the Token ICO in any jurisdiction may be withdrawn without notice. Despite Tokens being a digital use, decentralized, and nationless cryptocurrency they may at any time, in any jurisdiction, be deemed a security, currency, virtual commodity, or similar, and therefore could be prohibited from being offered for exchange, or for sale on cryptocurrency exchanges, distributed, or otherwise dealt with or held, pursuant to local regulation enactment. Tokens and/or GoldCrypto, in such circumstance, could be deemed, within such respective jurisdictions, to be regulated and/or restricted products. There is therefore no guarantee that Tokens or GoldCrypto will be able to maintain approved legal or regulatory status or compliance in any such particular jurisdiction at any time.
2.7 Hacking, Cyber and/or DDS Attacks
As GoldCrypto Tokens are Internet based and connected to a number of public and un-permissioned systems, like any other Internet and/or blockchain platform, it therefore may at any time become subject to hacking, and other malicious cyber-attacks, including Distributed Denial of Service (DDS). These attacks may temporarily or permanently impair the GoldCrypto Token Blockchain and autonomous operations. In any extreme case, GoldCrypto Token Blockchain may also become unusable for an extensive and undefined period.
As the Token Platform is based on open-source software, there is a risk that weaknesses may maliciously or otherwise be introduced that could have a negative effect on Tokens and their trading capability. Hackers and/or other parties may try to steal cryptocurrencies exchanged during the course of the Pre-ICO or ICO which could negatively impact the Pre-ICO or ICO process. In this regard GoldCrypto is implementing multi-factor security measures to safeguard any BTC, ETH, BCH, XRP, and LTC exchanged for Tokens.
GoldCrypto, Tokens, and the ICO rely on the blockchain, software, technology, and un-permissioned distributed ledgers developed and being developed. Accordingly, GoldCrypto and Tokens will be dependent upon the GoldCrypto Blockchain and associated software, smart contracts, encryption, and similar, proving robust and serviceable at all times. Any compromise at any time, intentional or unintentional may threaten or otherwise harm the core infrastructural elements of the Tokens and their underlying technologies and/or assets.
2.9 Token Platform Development
The Token Platform is still in its development phase and is subject to change, especially with regards to security aspects of the platform. There may be changes in design, implementation, and execution aspects of the Platform at the discretion of GoldCrypto.
2.10 Loss of Private Key
The loss or destruction of any Token Holder’s Private Key will permanently and irreversibly deny the token holder access to their Tokens, that are controlled only by the validation of both the relevant unique Public and Private Keys through their local or online wallet. Explicitly, it is the liability of all Token holders to safeguard and securely store the Private Keys applicable to their own wallets. Under no circumstance shall GoldCrypto, the GoldCrypto Service Operator, or any other GoldCrypto related party have any liability whatsoever for any Token holder’s loss or compromise of their Private Key.
2.11 Gold Pre-Purchase Delivery Risks
In addition to the general risks of participating in Tokens, there are also risks related to the ultimate delivery of pre-purchased gold bullion. Although GoldCrypto relies on its Service Operator, and on the expertise and competence of Key Capital’s industry experts in assuring delivery of pre-purchased gold bullion, a well-established industry practice, there are still risks associated beyond the control of GoldCrypto, including mining risk.
2.12 Limited Operating History
GoldCrypto is a very recent initiative and therefore has no successful history as a cryptocurrency and further, the first gold pre-purchase will only proceed following the GoldCrypto ICO. GoldCrypto’s Service Operator does believe, but cannot guarantee, that together with Key Capital’s mining industry expertise, particularly the substantial successful experience of Key Capital’s industry team, provide the pre-requisite credentials and trackrecord to assure the seamless performance of the GoldCrypto gold pre-purchases.
All and any tax liability of Token holders incurred through participation in Tokens is exclusively that of the respective participants within their own jurisdictions. GoldCrypto provides no advice or recommendation.
2.14 Gold Mining Risk
Although GoldCrypto has no direct exposure to mining risk, the ultimate delivery of all pre-purchased gold is still dependent on successful mining. Regardless of any perceived level of comfort, mining risk can be affected by factors beyond the control of GoldCrypto, its Service Operator, and/or Key Capital, including but not limited to: assessed and/or proven resource size, commodity grade, ore extraction method and rate, plant design and capacity, metallurgy, commodity recovery process, social commitments and cost, environmental compliance costs, logistics, security, taxation and government royalties, commodity price variability, and operational margins. Hence, should any factor prove debilitating or otherwise adversely affect mining performance then this could detrimentally affect the ability to deliver in whole or in part pre-purchased gold backing the Tokens. Major mitigations to mining risk include the process employed by Key Capital and its experienced team, and particularly, as scale builds up, the gold delivery from multiple mining operations.
2.15 Cryptocurrency Trading Risks
As the cryptocurrencies market is relatively new, and only picked up with serious traction and trading volume over the past 12 months, many of the risks are yet not fully understood by many cryptocurrency holders, the media, and/or market commentators. It is important to be aware that cryptocurrencies are in fact software units traded through the Internet, and very often from wireless devices that, because they are wireless increase the security risk. Should a hacker gain access to your cryptocurrency wallet’s Private Key, you risk losing all cryptocurrency holdings as has unfortunately been experienced by some. Therefore, among other things, security and secrecy of your Private Key is paramount. This is also the case should you lose or forget your Private Key, as in that case you will not be able to access your account and therefore lose your cryptocurrencies.
Additionally, the cryptocurrencies market is unregulated and while this presents efficiencies and benefits, trading through many of the current exchanges comes with significant risk, although this to a large degree is mitigated when accounts and trading are through the larger exchanges, especially the ones that have chosen to be regulated within their respective jurisdictions.
Importantly, unlike the case with banks and credit/debit card issuers, should your computer, account, or Private Key be compromised, there is no recourse and you could lose all your holdings. Therefore, your own security measures are paramount.
2.16 Unforeseen Risks
Blockchain, cryptocurrencies (coins or tokens) are relatively new and largely untested software and encryption technologies, and as such, these risks outlined herein, as well as risks that cannot be anticipated or foreseen, and/or a combination thereof should be considered by all contemplating participation in GoldCrypto Tokens.
3. Forward Looking Statement
The GoldCrypto website, Whitepaper presentation, and this Disclosure Statement may contain certain “forwardlooking statements” with respect to Tokens and to certain of GoldCrypto plans and its current goals and expectations relating to its future plans, financial condition, performance, results, strategy and objectives. Statements that are not historical facts, including statements about GoldCrypto’s beliefs and expectations, and including, without limitation, statements containing the words “may”, “will”, “should”, “continue”, “aims”, “estimates”, “projects”, “believes”, “intends”, “expects”, “plans”, “seeks” and words of similar meaning, are forward-looking statements. These statements are based on current plans, estimates and projections as at the time they are made and therefore undue reliance should not be placed on them. By their nature, all forwardlooking statements involve risk and uncertainty. A number of important factors could cause GoldCrypto’s actual future financial condition or performance or other indicated results to differ materially from those indicated in any forward-looking statement. Such factors include, but are not limited to, future market conditions, including fluctuations in interest rates and exchange rates, the potential for a sustained low-interest rate environment, and the performance of financial markets generally; the policies and actions of regulatory authorities, including, for example, the impact of competition, economic growth, inflation, and deflation; the timing, impact and other uncertainties of future acquisitions or combinations within relevant industries; the impact of changes in capital, solvency standards or accounting standards or relevant regulatory frameworks, and tax and other legislation and regulations in jurisdictions where GoldCrypto may directly or indirectly operate and/or plan to operate, and/or Tokens are exchanged, traded and/or planned to be exchanged or traded; and the impact of any legal actions and disputes that may arise. These and other important factors may result in changes to assumptions used for determining expectations, projections and/or results of operations.
Any forward-looking statements contained in this section are made only as of the date on which they are made. GoldCrypto expressly disclaims any obligation to update any of the forward-looking statements contained in this section or any other forward-looking statements it may make, whether as a result of future events, new information or otherwise, except as required pursuant to compliance with any applicable laws and regulations, as they may apply to GoldCrypto, if at all.