Risk Disclosure

Risk Disclosure of Elviria.ch

Preliminary remark

This website www.elviria.ch (“Elviria website”) contains information on Venture Capital, Private Equity, Real Estate, Fine Art and Financial Instruments investment proposals of third parties (“Investments”), including future forecasts. These are indications based on assumptions and estimates by the proposers that are now considered appropriate but which, due to various factors of uncertainty, may differ, even significantly, from the actual results. No guarantee is provided by Elviria on the merits of the correctness of the expressed opinions, judgments, projections, forecasts or statements or on the merits of the fact that the financial goals of the Investments will be achieved.

Potential investors are invited to perform their own due diligence of the proposer and to evaluate the legal and tax consequences arising from an Investment and to consult professional advisors where applicable. This disclosure provides some non-exhaustive information on the risks of above asset class investments.

Elviria offering

The investment proposals on Elvira.ch should be understood as “distribution only”. Elviria, with the exception of commodities, does not represent in any way the proposers of the investments and does not guarantee the investment’s reliability. Preliminary due diligence is carried out on the corporate structures of the proposers and on the integrity of the directors and shareholders using third party databases.

Tokens

Elviria, with the exception of the commodities, issues tokens on behalf of the proponents in order to represent what is specified in the investment agreement between the proponent and the investor and therefore does not guarantee the underlying of the investment which is understood to be always held by the proponent of the investment.

Commodities tokens

By purchasing Elviria’s Commodities Tokens, the investor will become the owner of an amount of commodities corresponding to a minimum of 80% of the commodity itself. The difference is generally represented by money held to pay for the costs of maintaining the commodity such as storage costs, insurance etc. The re-valuation of the tokens takes place depending on the asset class to which the tokens belong and on the specification given in the investment subscription document. The commodities will remain deposited with Ephelia Capital Sagl pursuant to art. 472 and following of the Swiss Code of Obligations. No interest will accrue in favour of the investor for the commodities that are deposited with Epehlia Capital and Ephelia Capital will have no rights to use the commodities stored.

The commodities will be kept at all times segregated from Ephelia Capital Sagl’s property; in addition, Ephelia Capital Sagl will separately account the commodities as the ownership of third parties. Thus, in case of insolvency of Ephelia Capital Sagl, the investor may reclaim from the insolvency estate an amount of minimoum 80% of the commodities corresponding to the amount of Tokens the investor own according to art. 242 Debt Enforcement and Bankruptcy Act.

Ephelia Capital Sagl is not the owner of the commodities stored, the investors are. Ephelia Capital Sagl is therefore not a debtor and the investors are not considered as a creditor of Ephelia Capital Sagl, but the investors just own a claim for the bailed chattel hold by Ephelia Capital Sagl for their account.

Elviria updates and administers the information on the value of the tokens and is therefore not responsible for the valuations of the tokens themselves.

Investors may redeem their Commodities Token at pre-determined date by transferring to Ephelia Capital Sagl a corresponding amount of Tokens.

Before any redemption the Token holder must complete KYC/AML procedures according to the Terms & Conditions.

Concentration risk

The Investments are restricted to specific asset classes and hence foreclose diversification of overall risk across multiple investments.

Entrepreneurial risk

The Investments, similarly to any business activity, are subject to the entrepreneurial risk of obtaining results that are poorer than those expected in the business plan and in the financial forecast. These estimates and projections have been carried out based on generally accepted prudential criteria, but there is no certainty as to the actual realization of the expected results. Furthermore, the current emergency situation due to Covid-19 represents an additional factor of uncertainty.

Duration risk

The time horizon envisaged for holding the Investments (“Holding Period”) differenciate from asset class and represents the time period required to carry out the specific project chosen and the consequent liquidation of the Investment. This time horizon is calculated on a prudential basis from the proposer of the investment, cannot, however, be defined with certainty and cannot be in any event responsability of Elviria. Tokens issued by Elviria and specifically the commodity ones are not intended to be redeem. Elviria provides distribution and maintenance only. Furthermore, the current emergency situation due to Covid-19 represents an additional factor of uncertainty.

Financial risk

The financial resources available in the Investments related to Venture Capital, Private Equity and Real Estate could become insufficient during the life of the projects, preventing the proposer from completing its project.

Sector risk

Each sector may be influenced by contingent and prospective factors relating to the market and its geographical location, including economic trends and the rate of occupation. Other factors that may affect the markets include fluctuations in interest rates on financial markets and mortgage rates, expected population growth and public investment in infrastructure. It is also necessary to consider further risks with reference to real estate, such as (i) the possible occurrence of natural and/or accidental events that have consequences on the structure and/or consistency of the real estate, (ii) the possibility of having to adopt special measures not envisaged in the business plan to ensure its state of conservation and/or safety, the costs of which may be reflected in profitability and (iii) the change in its value and/or profitability (due, for example, to natural events, changes in land-use policies and urban plans as well as events affecting contracts). In addition, the markets may be affected by regulatory changes of a civil, administrative or fiscal nature, as well as by the health emergency situation linked to the Covid-19 virus. Furthermore, there is no guarantee of future growth in the markets. The occurrence of any of the risks described above could have negative consequences both on the profitability generated by the Investment and on their value, and therefore on their price and, ultimately, on the profitability of the Investment as such.

Risk related to breach of contract by purchasers (Real Estate only)

The profitability of some of the Investment is linked to the correct fulfilment, by the purchasers of the real estate units of the purchase promises made by signing the preliminary purchase agreements (right of purchase) or the contractual obligations deriving from the relative deeds. Possible breach of contract by such purchasers could affect the profitability of the Investment.

Risk associated with real estate development times and costs (Real Estate only)

The real estate development times and costs could be higher than those foreseen in the business plan. This could depend on possible delays in the granting or suspension of the validity of the administrative authorizations that must be or have already been issued by the competent administrative bodies for the purposes of the realization of the project itself or the effects of the measures aimed at the containment of health emergencies, such as that of the Covid-19 in course. In any case, no guarantee is provided for the actual validity, timing of release and/or any suspensions of administrative measures that may be determined by requests from any administrative body. It should also be borne in mind that the granting of the financial resources required to implement the Investment – which may consist, among other things, partly of bank loans, partly of investments, and partly of advances on the sale of the property units – could be delayed and, the aforementioned resources, once granted, could come to an end or run out before the timeframe envisaged for completion of the Investment; these circumstances could make it impossible to complete the project or delay its completion, even significantly. Other factors that could affect the increase in the real estate development costs are the increase in the cost of labor or raw materials, as well as the possible extension, beyond the estimated time horizon, of the real estate development timeframe, as described above.

Risk of loss of invested capital

The Investment may result in a total and irreversible loss of capital invested. The investor must therefore carefully assess the Investment also in relation to the size of its assets.

Illiquidity risk

The Investment is not guaranteed by repurchase agreements or guarantee funds and is not admitted to trading on regulated markets or other multilateral trading systems. This makes the Investment a highly illiquid financial instrument, subject to high divestment difficulties (difficult to transform into cash in the short term). An investor interested in selling its participation in the Investment could, therefore, encounter difficulties in finding a counterparty interested in buying it.

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