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Risk Factors and Disclosures

THE TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY ARE PARTICULARLY COMPLEX. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS, ATTORNEYS OR ACCOUNTANTS ON MATTERS RELATING TO AN INVESTMENT IN THE COMPANY WITH SPECIAL REFERENCE TO SUCH INVESTOR’S PARTICULAR SITUATION IN ORDER TO UNDERSTAND FULLY THE FEDERAL, STATE, LOCAL AND ANY FOREIGN TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY

This is neither an offer to sell nor a solicitation of an offer to buy interests in The Wyoming Reserve Opportunity Zone Fund Corporation, which can only be made through the Private Placement Memorandum (PPM). Securities may only be offered or sold pursuant to registration of securities or an exemption therefrom using offering documents, and any securities offered pursuant to an exemption under the United States Securities Act of 1933 (the “Securities Act”) are not required to comply with the specific disclosure requirement that apply to registration under the Securities Act. Sales of securities will be limited to those persons who are qualified as “accredited investors” as defined in Regulation D promulgated under the Securities Act, and have such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the securities. Any securities sold will be subject to restrictions on transferability and resale and may not be sold, pledged or otherwise transferred except as permitted. The SEC, nor any securities regulatory authority of any state or other jurisdiction, has passed upon the accuracy or adequacy of an investment in securities of The Wyoming Reserve Opportunity Zone Fund Corporation. Investors should be aware that they may be required to bear the financial risks of an investment in the Wyoming Reserve Opportunity Zone Fund Corporation for an indefinite period of time. The information set forth herein must be read in conjunction with the PPM in order to understand fully all of the objectives, risks, charges and expenses associated with an investment and must not be relied upon to make an investment decision. To the extent information herein conflicts with the PPM, the information in the PPM governs. 

  • We operate in the highly competitive precious metals industry. 
  • The Company’s business is heavily influenced by volatility in commodities prices for precious metals.
  • We are dependent upon key personnel.
  • Our management will have broad discretion in using the net proceeds of this offering and our initial shareholders will hold a voting control interest and may make business decisions with which you disagree and which may adversely affect the value of your investment.
  • Future regulatory change is impossible to predict and regulatory developments could restrict the Company’s activities as well as those of the Company.
  • We intend to engage in transactions with a Company affiliate, Scottsdale Mint, which could be perceived as not being made at arms-length.
  • Declining prices of securities, gold and other precious metals and other commodities and changes in interest rates and general market conditions could affect our business by reducing the market value of the assets we manage or causing investors to redeem their shares.
  • The price of precious metals may be affected by the sale of precious metals by exchange traded funds (“ETFs”) or other exchange traded vehicles tracking precious metals markets.
  • We may never pay dividends.
  • Crises may motivate large-scale sales of gold that could decrease the price of gold and adversely affect an investment in the Company.
  • The precious metals trading business is subject to the risk of fraud and counterfeiting and the Company’s business plan exposes it to risks from cyber-attacks.
  • Opportunity zone investment opportunities are the result of recent federal legislation and therefore may present greater investment risks than traditional investments.
  • The Company may not meet the requirements for classification as a Qualified Opportunity Fund.
  • For an Investor to qualify for the exclusion of gain on appreciation after 10 years, the Investor generally must sell its shares in the Company.
  • Extreme volatility in the trading prices of many digital assets in the future, including declines in trading prices, could have a material adverse effect on the value of the Company.
  • Changes in tax laws or adverse determinations regarding the conclusions set forth in the PPM may result in a material adverse effect on Investors in the Company.
  • An investment in our common stock is highly illiquid. No market exists or is expected to develop for the shares and the Company is not obligated to repurchase your shares. 

CERTAIN RISK FACTORS ASSOCIATED WITH INVESTING IN A QUALIFIED OPPORTUNITY ZONE FUND

  • Investors in Qualified Opportunity Funds will need to hold their investments for certain time periods in order to receive the full QOZ Tax Benefits afforded by the QOZ Program. A failure to do so may result in the potential tax benefits to the investor being reduced or eliminated.
  • If a fund fails to meet any of the qualification requirements to be considered a Qualified Opportunity Fund, the anticipated QOZ Tax Benefits may be reduced or eliminated. Furthermore, a fund may fail to qualify as a Qualified Opportunity Fund for non-tax reasons beyond its control, such as financing issues, zoning issues, disputes with co-investors, etc.
  • Distributions to investors in a Qualified Opportunity Fund may result in a taxable gain to such investors.
  • The tax treatment of distributions to holders of interests in a Qualified Opportunity Fund are uncertain, including whether distributions impact the aforementioned QOZ Program tax benefits.
  • A Qualified Opportunity Fund must make investments in Qualified Opportunity Zones, which carries the inherent risk associated with investing in economically depressed areas.
  • Any additional legislation or administrative guidance may reduce or eliminate the expected potential QOZ Tax Benefits or increase the burden of compliance with the QOZ Program.
  • Investors in a Qualified Opportunity Fund may not be able to take advantage of the QOZ Program’s tax benefits if they do not properly make a deferral election on IRS Form 8949.
  • Qualified Opportunity Funds may encounter significant opposition from local communities, political groups or unions, which may damage their goodwill and reputation and adversely affect operations.
  • An investment in a Qualified Opportunity Fund is speculative, illiquid and involves a high degree of risk. This is no guarantee that investors will receive any return. 

CERTAIN RISK FACTORS ASSOCIATED WITH INVESTING IN A QUALIFIED SMALL BUSINESS STOCK

  • The Shares may not meet the requirements of QSBS.
  • The Shares likely will not qualify for the 10 times adjusted basis exclusion of Section 1202.
  • Investors will be required to take into income their deferred gains on the earlier of the date of disposition of their Shares or   December 31, 2026.
  • Section 1202 could be amended or repealed before QSBS benefits are realized.

Important Risk Factors and Disclosures
An investment in any fund sponsored by The Wyoming Reserve involves a high degree of risk and may be considered speculative. Investors are advised to consider the investment objectives, risks, and charges and expenses of the applicable fund carefully before investing. For funds offering shares to new investors, the applicable fund’s Private Placement Memorandum contains this and other important information.

This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. An offering is made only by a Private Placement Memorandum, which must be made available to you in connection with any offering.

The Wyoming Reserve | 170 Star Lane | Casper, WY 82604

Securities offered through Realta Equities, Inc., member FINRA/SIPC. Realta Equities, Inc. and The Wyoming Reserve are not affiliated companies.