Disclaimer

This Whitepaper is not a prospectus or offer document of any sort and is not intended to constitute an offer of any financial instruments or tradable securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction. No regulatory authority has examined or approved of any of the information set out in this Whitepaper. This Whitepaper has not been registered with any regulatory authority in any jurisdiction.

The information and opinions contained in this Whitepaper do not purport to be comprehensive and have not been independently verified. While this Whitepaper has been prepared in good faith, no representation, warranty, assurance or undertaking (express or implied) is or will be made, and no responsibility, liability or duty of care is or will be accepted by Element Iron AS ("IRON Issuer") or any company within the Element Group or their affiliates or by any of their respective board members, employees and advisers in relation to the adequacy, accuracy, completeness, reliability or reasonableness of this Whitepaper. All and any such responsibility and liability is expressly disclaimed. In particular but without prejudice to the generality of the foregoing, no representation, warranty, assurance or undertaking is given as to the achievement or reasonableness of any future projections, management estimates, prospects or returns contained in this Whitepaper, or in such other information, notice or document. These projections are illustrative only and actual results may be materially affected by changes on economic or other circumstances which cannot be foreseen.

The reader of this Whitepaper acknowledges that it should conduct its own independent investigation and assessment as to the validity of the information contained in this Whitepaper and the economic, financial, regulatory, legal, taxation and accounting implications of that information and consult its own professional advisers. The information in this Whitepaper is subject to change or update without notice and should not be construed as commitment by IRON Issuer. This Whitepaper does not constitute or form part of any opinion or any advice to exchange for, sell, or any solicitation of any offer by IRON Issuer to exchange for any IRON Tokens nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision.

This document is for informational purposes only and does not constitute an offer or solicitation to sell shares, financial instruments or securities in IRON Issuer or any company within the Element Group. By accessing and/or accepting possessing information in this Whitepaper or such part thereof (as the case may be), you represent and warrant to IRON Issuer that: (a) you are not a Disqualified Person (as defined below); and (b) you agree to be bound by the limitations and restrictions described herein.

To understand the IRON TGE, you must read this entire Whitepaper carefully, including the section “Risk Factors” and the section “Important Notice to Investors”. This Whitepaper could change, and the latest version will always be available at www.iron-tge.com

This Whitepaper and the IRON TGE are subject to Norwegian law. Any dispute arising in respect of this Whitepaper and/or the IRON TGE is subject to the exclusive jurisdiction of the Norwegian courts.

Important notice to investors
This Whitepaper in current form is being circulated by IRON Issuer for general information and to invite feedback only on the IRON Token as presently conceived, and is subject to review and revision by the directors of IRON Issuer, the board of advisers and/or legal advisers of IRON Issuer.

Please do not replicate or distribute any part of this Whitepaper without this note in accompaniment. No part of this Whitepaper is intended to create legal relations between a recipient of this Whitepaper or to be legally binding or enforceable by such recipient against IRON Issuer. An updated version of this Whitepaper may be published on a date to be determined and announced by IRON Issuer in due course.

The IRON Tokens are not intended to constitute financial instruments or tradable securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. The IRON Tokens are proprietary tokens to be developed and issued by IRON Issuer to function as an utility token for the potential delivery of Iron-ore concentrate of 62% grade quality as further described in section “Asset Details”. This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction.

No IRON Token should be construed, interpreted, classified or treated as enabling, or according any opportunity to, acquirers to participate in or receive profits, income, or other payments or returns arising from or in connection with the IRON Tokens or the IRON TGE, or to receive sums paid out of such profits, income, or other payments or returns.

IRON Issuer will deploy all proceeds from the issuance of the IRON TGE. No person is bound to enter into any contract or binding legal commitment in relation to the IRON TGE and no cryptocurrency or other form of exchange is to be accepted on the basis of this Whitepaper. Any agreement as between IRON Issuer and you as a participant in the IRON TGE, is to be governed by only a separate document setting out the terms and conditions (the “T&Cs”) of such agreement. In the event of any inconsistencies between the T&Cs and this Whitepaper, the former shall prevail. You are not eligible, and you are not allowed to purchase any IRON Tokens in the IRON TGE if:

(a) you are a “U.S. Person”; or;

(b) you are located in Canada or if you are a citizen or resident (tax or otherwise), or domiciled in, Canada, unless you are Canadian Qualified Person; or

(c) the IRON TGE is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in any jurisdiction applicable to you, at the time of your intended purchase of the IRON Tokens in the IRON TGE, ((a), (b) and (c) are collectively referred to as the “Disqualified Persons”).

No regulatory authority has examined or approved of any of the information set out in this Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of this Whitepaper does not imply that the applicable laws, regulatory requirements or rules have been complied with.

There are risks and uncertainties associated with IRON Issuer and its business and operations, the IRON Tokens, the IRON TGE, the Iron-ore and the delivery of the Iron-ore. Please refer to the section entitled “Risk Factors” set out at the end of this Whitepaper.

This Whitepaper, any part thereof and any copy thereof must not be taken or transmitted to any country where distribution or dissemination of this Whitepaper is prohibited or restricted. No part of this Whitepaper is to be reproduced, distributed or disseminated without including this section and the following sections entitled “Disclaimer of Liability”, “No Representations and Warranties”, “Representations and Warranties By You”, “Cautionary Note On Forward-Looking Statements”, “Third Party Information and No Consent of Other Persons”, “No Advice”, “No Further Information or Update”, “Restrictions On Distribution and Dissemination”, “No Offer of Investment Or Registration”, "Prevailing language" and “Risks and Uncertainties”.

Legal rights
Any individual or entity participating in the IRON TGE is responsible for such participation and to clarify whether such participation is lawful or accepted in accordance to the existing legislation and/or rules of the individual’s/entity’s country or region of residency. Any purchaser of the IRON Token understands and acknowledge that the he/she/it does not contain any legal rights to Iron-ore or any other asset or refund of the purchase amount. IRON Issuer will nevertheless ensure to use its best endeavors to deliver Iron-ore as promised and to create value for the Tokenholders through its use of the received funds from IRON TGE. Furthermore, IRON Issuer holds security in Iron-ore assets to ensure that sufficient value is held by IRON Issuer.

The Tokenholders understand and acknowledges that neither IRON Issuer nor any other company within the Element Group are under any legal obligation to deliver the Iron-ore to the Tokenholders upon the Tokenholders' exchange of IRON Tokens. The Tokenholders further understands and acknowledges that the Secured Assets are not enforceable by the Tokenholders. IRON Issuer will nevertheless use its best endeavors to ensure that Iron-ore will be delivered upon requires for exchanging IRON Tokens pursuant to the terms and conditions of this Whitepaper.

Should a Tokenholder be a consumer and should any applicable consumer legislation or cancellation rights apply to such Tokenholder in relation to the obtainment or use/exchange of the IRON Token, the Tokenholder acknowledges and accepts that any applicable cancellation rights in any jurisdiction are waived and lost when the Tokenholder transfers ETH, BTC or LTC to the smart contract and thereby obtains the IRON Token or if the IRON Token is converted to Iron-ore at any given point in time, unless otherwise prescribed by mandatory law.

Disclaimer of liability
To the maximum extent permitted by the applicable laws, regulations and rules, IRON Issuer, any company within the Element Group, and their affiliates and any of their respective board members, employees and advisers 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 loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you.

No representations and warranties
IRON Issuer does not make or purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in this Whitepaper.

Representations and warranties by you
By accessing and/or accepting possession of any information in this Whitepaper or such part thereof (as the case may be), you represent and warrant to IRON Issuer as follows

1. you agree and acknowledge that the IRON Tokens do not constitute financial instruments or tradable securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction;

2. you are not a citizen or resident of a country the laws of which prohibit or conflict with the IRON TGE or your participation in the IRON TGE;

3. you agree and acknowledge that this Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction, or a solicitation for any form of investment, and you are not bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of this Whitepaper;

4. you acknowledge and understand that no IRON Token should be construed, interpreted, classified or treated as enabling, or according any opportunity to, token holders to participate in or receive profits, income, or other payments or returns arising from or in connection with the IRON Tokens or the proceeds of the IRON TGE, or to receive sums paid out of such profits, income, or other payments or returns;

5. you agree and acknowledge that no regulatory authority has examined or approved of the information set out in this Whitepaper, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of this Whitepaper to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

6. you agree and acknowledge that this Whitepaper, the undertaking and/or the completion of the IRON TGE, or future trading of IRON Tokens on any cryptocurrency exchange, shall not be construed, interpreted or deemed by you as an indication of the merits of IRON Issuer, the IRON Tokens, and the IRON TGE;

7. the distribution or dissemination of this Whitepaper, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to IRON Issuer;

8. you agree and acknowledge that in the case where you wish to exchange for any IRON Tokens, IRON Tokens are not to be construed, interpreted, classified or treated as: (i) any kind of currency other than cryptocurrency; (ii) debentures, stocks or shares issued by any person or entity; (iii) rights, options or derivatives in respect of such debentures, stocks or shares; (iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; (v) units in a collective investment scheme; (vi) units in a business trust; (vii) derivatives of units in a business trust; or (viii) any form of investment;

9. you are fully aware of and understand that you are not eligible to exchange for any IRON Tokens if you are a Disqualified Person, at the time of your intended exchange or exchange for of IRON Tokens in the IRON TGE;

10. you are legally permitted to participate in the IRON TGE and all actions contemplated or associated with such exchange, including the holding and use of IRON Tokens;

11. the amounts that you use to exchange for IRON Tokens were not and are not directly or indirectly derived from any activities that contravene the laws and regulations of any jurisdiction including anti-money laundering laws and regulations;

12. if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to participate in the IRON TGE;

13. should you be a consumer and should any applicable consumer legislation or cancellation rights apply to you in relation to the creation and obtainment of the IRON Tokens, you waive any such consumer and cancellation rights unless otherwise prescribed by mandatory law;

14. should any consumer legislation or cancellation rights apply in any jurisdiction, you acknowledge and accept that any applicable cancellation rights are waived and lost when you transfer ETH, BTC or LTC to the smart contract and thereby obtain IRON Tokens, unless otherwise prescribed by mandatory law;

15. you are not obtaining or using IRON Tokens for any illegal purpose;

16. none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately-held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with this exchange is a politically exposed person as defined in Directive 2005/60/EC;

17. you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

18. you are fully aware and understand that in the case where you wish to exchange for any IRON Tokens, there are risks associated with IRON Issuer and its respective businesses and operations, IRON Tokens, the IRON TGE, and IRON Issuer;

19. you are fully aware and understand that in the case where you wish to exchange the IRON Token into the Iron-ore, you do not have any legal right to require such exchange and thereby receive such Iron-ore, and the guarantees and securities provided by Asset Holding to Iron Issuer are only enforceable by IRON Issuer, and may not be enforced by the Tokenholders, which means in essence that you do not have any enforceable legal rights against IRON Issuer, Asset Holding or any other company within the Element Group;

20. you bear the sole responsibility to determine what tax implications an exchange for IRON Tokens may have for you and agree not to hold IRON Issuer or any other person involved in the IRON TGE liable for any tax liability associated with or arising therefrom;

21. you bear the sole responsibility for any Value Added Tax (VAT) obligations or other indirect taxes implications (in any jurisdiction) that the purchase of IRON Token or the exchange of IRON Tokens into Iron-ore may have for you, and agree not to hold IRON Issuer or any other related person liable for any VAT liability associated with or arising therefrom;

22. you agree and acknowledge that IRON Issuer is not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you;

23. you waive the right to participate in a class action lawsuit or a class wide arbitration against IRON Issuer and/or any person involved in the IRON TGE and/or with the creation and distribution of IRON Tokens; and

24. all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession this Whitepaper or such part thereof (as the case may be).

Cautionary note on forward-looking statements
This Whitepaper contains certain forward-looking information and statements. Such forward-looking information and statements are based on the current, estimates and projections of IRON Issuer or assumptions based on the information currently available to IRON Issuer. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. IRON Issuer cannot give assurance to the correctness of such information and statements. These forward-looking information and statements can generally be identified by the fact that they do not relate only to historical or current facts.

Forward-looking statements sometimes use terminology such as "targets", "believes", "expects", "aims", "assumes", "intends", "plans", "seeks", "will", "may", "anticipates", "would", "could", "continues", "estimate", "milestone" or other words of similar meaning and similar expressions or the negatives thereof. By their nature, forward-looking information and statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of IRON Issuer to differ materially from any future results, performance or achievements that may be expressed or implied by the forward-looking information and statements in this Whitepaper. Should one or more of these risks or uncertainties materialize, or should any underlying assumptions prove to be incorrect, IRON Issuer's actual financial condition or results of operations could differ materially from that or those described herein as anticipated, believed, estimated or expected. Additional factors that could cause IRON Issuer's actual results, performance or achievements to differ materially include, but are not limited to, those discussed under section "Risk Factors".

Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these forward-looking statements

Third party information and no consent of other persons
This Whitepaper includes information obtained from various third party sources (“Third Party Information”). While IRON Issuer has taken reasonable action to ensure that the Third Party Information have been included in their proper form and context, neither IRON Issuer, nor its directors, executive officers and employees acting on its behalf, has independently verified the accuracy, reliability, completeness of the contents, or ascertained any applicable underlying assumption, of the relevant Third Party Information. Consequently, neither IRON Issuer nor its directors, executive officers and employees acting on their behalf makes any representation or warranty as to the accuracy, reliability or completeness of such information and shall not be obliged to provide any updates on the same.

No advice
No information in this Whitepaper should be considered to be business, legal, financial or tax/VAT advice regarding IRON Issuer, the IRON Tokens, or the IRON TGE. You should consult your own legal, financial, tax/VAT or other professional adviser regarding IRON Issuer and its business and operations, the IRON Tokens, and the IRON TGE. You should be aware that you may be required to bear the financial risk of any exchange for of IRON Tokens for an indefinite period of time.

No further information or update
No person has been or is authorised to give any information or representation not contained in this Whitepaper in connection with IRON Issuer and its business and operations, the IRON Tokens, or the IRON TGE and, if given, such information or representation must not be relied upon as having been authorised by or on behalf of IRON Issuer. The IRON TGE shall not, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change, or development reasonably likely to involve a material change in the affairs, conditions and prospects of IRON Issuer or in any statement of fact or information contained in this Whitepaper since the date hereof.

Restrictions on distribution and dissemination
The distribution or dissemination of this Whitepaper or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of any jurisdiction. In the case where any restriction applies, you are to inform yourself about, and to observe, any restrictions which are applicable to your possession of this Whitepaper or such part thereof (as the case may be) at your own expense and without liability to IRON Issuer. Persons to whom a copy of this Whitepaper has been distributed or disseminated, provided access to or who otherwise have the Whitepaper in their possession shall not circulate it to any other persons, reproduce or otherwise distribute this Whitepaper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur.

No offer of investment or registration
This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction. No person is bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of this Whitepaper. No regulatory authority has examined or approved of any of the information set out in this Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of this Whitepaper does not imply that the applicable laws, regulatory requirements or rules have been complied with.

Prevailing language
The English language version of this Whitepaper is the only official version in force. If there is any inconsistency between this Whitepaper and other translations of this Whitepaper, the English version of this Whitepaper shall prevail. You acknowledge and agree that any translation you may have reviewed or which may have been made available to you is for your reference only and are not certified by IRON Issuer. Names of any laws and regulations, governmental authorities, institutions, natural persons or other entities which have been translated into English and included in this Whitepaper and for which no official English translation exists are unofficial translations for your reference only.

Risks and uncertainties
Prospective acquirors of IRON Tokens should carefully consider and evaluate all risks and uncertainties associated with IRON Issuer and its business and operations, the IRON Tokens, and the IRON TGE, all information set out in this Whitepaper and the T&Cs prior to any exchange for the IRON Tokens. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of IRON Issuer could be materially and adversely affected. In such cases, you may lose all or part of the value of the IRON Tokens. Please refer to the section entitled “Risks Factors” set out at the end of this Whitepaper.

Risk Factors

Token Risks
Prospective acquirors of the IRON Tokens should carefully consider and evaluate all risks and uncertainties associated with the IRON Issuer, the Element Group and its business and operations, the Element Tokens, the Iron Token Exchange, all information set out in this Whitepaper and the T&Cs. If any of such risks and uncertainties develops into events, the business, results of operations and prospects of the Element Group, including IRON Issuer could be materially and adversely affected. In such cases, you may lose all or part of the value of IRON Tokens.

Risks related to delivery of Iron-ore in exchange for IRON Tokens
The starting point is that one IRON Token will enable the tokenholder to exchange the IRON Token into 1 ton Iron-ore of 62% grade quality as further described in section “The IRON Tokens”. However, as further described in section “Secured Assets”, the Tokenholders will not have any legal rights for requiring delivery of the Iron-ore upon requests to exchange IRON Tokens into Iron-ore. Further, as described in section “Secured Assets”, the Secured Assets are not enforceable by Tokenholders. Any investments in IRON Tokens must therefore be made on the assumption that IRON Issuer will deliver the Iron-ore upon requests for exchange of IRON Tokens in good faith based on its non-legal binding undertaking to the Tokenholders to deliver the Iron-ore pursuant to the terms and conditions of the IRON Token. However, no assurance can be given that IRON Issuer will actually deliver the Iron-ore upon requests for exchanging IRON Tokens into Iron-ore. The reason for non-delivery may be due to delivery problems, financial difficulties of IRON Issuer, Element's Iron's discretion or any other reason.

The acquirer may be subject to adverse legal implications as a result of the acquisition or transfer of IRON Tokens

The legal character of cryptocurrency and cryptographic assets remain uncertain.

There is a risk that IRON Tokens may be considered financial instruments or securities in certain jurisdictions or may be considered to be financial instruments or securities in certain jurisdictions in the future. IRON Issuer does not provide any warranty or guarantee as to how the IRON Tokens will be classified, and each acquirer will bear all consequences of IRON Tokens being considered financial instruments or securities in their respective jurisdictions, and bear the responsibility of the legality, use and transfer of IRON Tokens in the relevant jurisdictions.

As IRON Tokens may be traded on third-party cryptocurrency exchanges in the future, acquirers may buy or sell IRON Tokens on such exchanges. Existing laws on the circulation or transaction of cryptocurrency or cryptographic tokens in certain jurisdictions may prohibit the transaction or exchange of IRON Tokens in such jurisdictions or to residents of such jurisdictions. Acquirers must be aware of the restrictions on the secondary trading or external exchange of IRON Tokens and seek their own legal advice in connection therewith.

Force Majeure on delivery
There may be risks relating to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions widespread communicable diseases and other force majeure events beyond the control of IRON Issuer.

The IRON TGE and the performance of IRON Issuer’s activities may be interrupted, suspended or delayed due to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases and other force majeure events beyond the control of IRON Issuer. Such events could also lead to uncertainty in the economic outlook of global markets and there is no assurance that such markets will not be affected, or that recovery from the global financial crisis would continue. In such events, IRON Issuer’s business strategies, results of operations and prospects may be materially and adversely affected.

No existing market for trading IRON Tokens
There are no existing trading markets for the IRON Tokens and an active trading market may not be developed.

The IRON Tokens are a new issue of digital token for which there is no established public markets. Although we intend to list IRON Tokens on several cryptocurrency exchanges, there can be no assurance that such exchanges accept the listing of IRON Tokens or maintain the listings after it is accepted. There can be no assurance that a secondary market will develop or, if a secondary market does develop, that it will provide the holders with liquidity of investment or that it will continue for the life of the IRON Tokens. The liquidity of any markets for the IRON Tokens will depend of a number of factors including:

  • the number of IRON Tokens
  • the market for similar digital tokens
  • the interest of traders in making a market in IRON Tokens
  • regulatory developments in the digit digital token or cryptocurrency industries

The digital token market is a new and rapidly developing market which may be subject substantial and unpredictable disruptions that can cause significant volatility in the prices of the tokens. We cannot assure you that the markets, if any, for the IRON Tokens will be free from such disruption or that any disruption may not adversely affect your ability to sell your IRON Tokens. Therefore, we cannot assure that you will be able to sell your IRON Tokens at a particular time or that the price you receive when you sell will be favorable.

The prices of cryptographic tokens in general tend to be relatively volatile, and can fluctuate significantly over short periods of time. The demand for, and corresponding the market price of, the Iron Tokens may fluctuate significantly and rapidly in response to many different factors, some of which are beyond the control of IRON Issuer.

Negative publicity may materially and adversely affect the price of the IRON Tokens
Negative publicity involving (a) IRON Issuer; (b) the Element Group; (c) the Element Tokens; or (d) any of the Element Group, may materially and adversely affect the market perception or market price of the IRON Tokens, whether or not such publicity is justified.

There is no assurance of any success of the Element Group or development of Iron-ore prices

The value of, and demand for, the IRON Tokens hinges heavily on the performance the development of the prices for Iron-ore of 62 % grade quality and the Element Group (including the value of the Secured Assets). There is no assurance that the Element Group will gain and achieve any commercial success or that the prices for Iron-ore will be favorable.

Use of computer hardware and software may increase risk of loss

All Ethereum.org Legal Agreements below apply for Ethereum. IRON runs on the Ethereum blockchain. https://www.ethereum.org/agreement

Regulatory Risks
Developing Regulatory Regimes

Regulation of tokens (including the IRON Token and ELE Token) and TGEs such as this, cryptocurrencies (including Bitcoin, Litecoin, Ethereum) blockchain technologies and cryptocurrency exchanges are currently undeveloped and likely to rapidly evolve, varies significantly among international and local jurisdictions and are subject to significant uncertainty.

We believe that various legislative and executive bodies across various countries are currently considering, or may in the future consider, laws, regulations, guidance or other actions, which may severely impact IRON Issuer's ability to operate. Failure by IRON Issuer, Asset Holding or Element to comply with any laws, rules and regulations, some of which may not yet exist or subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.

New or changing laws and regulations or interpretations of existing laws and regulations may adversely impact the value of the IRON Token, the liquidity and market price of the IRON Token or your ability to access marketplaces on which to trade the IRON Token. Therefore, there can be no assurance that any new or continuing regulatory scrutiny of earth initiatives will not have an adverse impact on the value of the IRON Token or otherwise impedes IRON Issuer, Asset Holding or Element's activities. Developments in foreign regulation, corporate and commercial laws may alter the nature of our business or restrict the use of blockchain assets or the operation of a blockchain network upon which we rely in a manner that adversely affects our business.

Blockchain networks currently face an uncertain regulatory landscape in many jurisdictions such as the European Union, USA, China and Russia. Various jurisdictions may, in the future, adopt laws, regulations or directives that affect the theory of network and its users, particularly digital token exchanges and service providers that fall within such jurisdiction's regulatory scope. The effect of any future regulatory change or ether is impossible to predict, but such changes could be substantial and adverse to our business.

Tax & VAT Risks
The tax characterization of IRON Tokens is uncertain and purchaser must seek his own tax advice in connection with an investment in IRON Tokens. An investment in IRON Tokens may result in adverse tax consequences to purchasers, including withholding taxes, income taxes and reporting tax requirements. Each potential purchaser should consult with and must rely on the advice of its own professional tax advisors with respect to tax treatment of an investment in IRON Tokens.

If Value Added Tax (VAT) obligations or other indirect taxes will apply as a result of trade of products/services provided by IRON Issuer or by related group entities, we reserve the right to adjust the product/service price by adding a VAT/ indirect tax as applicable for each respective country (e.g. 25% for Norway and as applicable in other jurisdictions) which are sold from the time the VAT / indirect tax obligations comes into place.

Element Group and the industry in which the Element Group operates
Certain of the risks relating to the Element Group and the industry in which the Element Group operates are inter alia:

  • Mining operations generally involve a high degree of risk and expenditures made by the Element Group or initial drilling results are no guarantee for further developments or discoveries of profitable commercial mining operations.
  • There is uncertainty in the estimation of ore/mineral reserves and mineral resources of the Element Group.
  • The Element Group is subject to risks related to minerals and metal prices which can be affected by numerous factors
  • The Element Group is subject to uncertainty relating to inferred mineral resources.
  • The Element Group may be dependent on its ability to bring new mines into production and to expand ore/mineral reserves at its existing mines.
  • The minerals and metals industries are highly competitive in all phases and the Element Group is subject to competition risks.
  • Mining operations and mineral processing generally involve a high degree of risk, such as risks related to explosives and removal of material, as well as damage to life, equipment and property.
  • The Element Group is generally dependent on its ability to keep pace with changes and improvements in data acquisition and processing technologies.
  • The Element Group's insurance will not cover all the potential risks associated with a mining company's operations.
  • The Element Group is dependent on continued services and performance of its key personnel.
  • The Element Group's operations are subject to environmental regulation in the various jurisdictions where it operates.
  • The Element Group's foreign operations are exposed to varying degrees of political, economic and other risks and uncertainties.

There are risks related to the IRON Issuer's ability to satisfy liquidity requirements and to finance future operations.

Conflict of interest
Element will own all the shares in Asset Holding and IRON Issuer. As a result of this, Element will control the outcome of matters submitted for the vote of shareholders in both Asset Holding and IRON Issuer, including the election of members of the board of directors. The commercial goals of Element as a shareholder, and those of Asset Holding and IRON Issuer, may not always be aligned, and it may be difficult for IRON Issuer to maintain its business independence from other companies within the Element group. In particular, IRON Issuer does not have any contractual obligation to deliver the Iron-ore to the Tokenholders upon requests for exchanging Iron Tokens into Iron-ore. In the event that such exchange will require IRON Issuer to enforce the security provided by Asset Holding to IRON Issuer, then there will be clear conflicting interests within the Element group, as IRON Issuer’s interest of satisfying its non-binding obligation to deliver the Iron-ore must be weighed against Asset Holding’s and Element's interest in maintaining its assets. Further, in the event of change of control of Element, there is a risk that a new controlling shareholder has a different view on the commercial goals of the Element Group than the existing management and shareholder base of Element.

Blockchain network risks
You may not have the skills necessary to secure, trade, or collect distributions using IRON token or to comply with requirements of the token

Participating in this TGE requires technical skill beyond that of many purchasers. Securing or trading relating to ERC20 tokens requires working knowledge of blockchain technology, digital assets and their systems and processes. Similar knowledge of blockchain exchanges and other industry participants may be required to comply with the requirements of the IRON TGE.

Loss or destruction of private keys required to access blockchain assets may be irreversible. Our or your loss of access to private keys, or any other data loss concerning blockchain assets, could have a material adverse effect on our business or the IRON token

Blockchain assets include, without limitation, bitcoins and other cryptocurrencies, ether, IRON Tokens and other cryptographic tokens. Blockchain assets are controllable only by those who know the unique private cryptographic key relating to the network address at which the blockchain assets are held. We and you are required by the operation of many blockchain networks to publish the addresses concerning blockchain assets in use by us. To the extent the private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, we or you may not be able to access the blockchain assets associated with the corresponding address and the private key will not be capable of being restored by the network. Any loss of private keys relating to digital wallet used to store blockchain assets could have a material adverse effect on our business or you.

The further development and acceptance of blockchain networks, which are part of a new and rapidly changing industry, and subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of the blockchain network upon which we rely would have an adverse material effect on IRON Issuer, Asset Holding or Element's business

The growth of the blockchain industry in general, as well as the blockchain networks in which we rely, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, includes, without limitation:

  • Worldwide growth in the adoption and use of bitcoin ether and other blockchain technologies
  • Government and quasi-government regulation of bitcoin, ether and other blockchain assets and the use of restriction on or regulation of access to and operation of blockchain networks or similar systems
  • Maintenance and development of the open source software protocol of the Bitcoin, Litecoin or Ethereum networks
  • Changes in consumer demographics and public tastes and preferences
  • Availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using field currencies or existing networks
  • General economic conditions and the regulatory environment relating to cryptocurrencies
  • the decline of the popularity or acceptance of bitcoin or inferior networks would adversely affect our business

Prices of blockchain assets are extremely volatile. Fluctuations in the price of BTC, LTC or ETH could materially and adversely affect our business

The prices of blockchain assets are very volatile. The price of bitcoin and ether are subject to dramatic fluctuations. Several factors affect price including, but not limited to:

  • Global blockchain asset supply
  • Global blockchain asset demand, which can be influenced by the growth of retail merchants and commercial businesses except his abruption assets like cryptocurrencies as payment for goods and services, the security of online blockchain asset exchanges and digital wallet that hold blockchain assets, the perception that the use and holding of blockchain assets is safe and secure, and the regulatory restrictions of the use
  • Changes in the software, software requirements or hardware requirements underlying a blockchain network
  • Changes in the rights, obligations, incentives, or rewards for the various participants in a blockchain network currency exchange rates, including the rates at which ether may be exchanged for field currencies
  • Interruption services from a failure of major blockchain asset exchanges
  • Monetary policies of governments, trade restrictions, currency devaluations and revaluations
  • Regulatory measures, if any, that affect the use of blockchain assets
  • The maintenance and development of the open source software particle of the bitcoin and Ethereum networks
  • Global or regional political, economic or financial events and situations
  • Expectations among blockchain participants that the value of production assets will soon change
  • The decrease in the price of blockchain assets may have a material adverse effect on our business and the IRON Tokens

The suitability of the blockchain networks on which we rely to decline due to a variety of causes, adversely affecting our business or the functionality of the IRON token

Blockchain networks are based on software protocols that govern the peer to peer interactions between computers connected to these networks. Suitability of the networks for the business or the functionality of the IRON Token depends on a variety of factors, including:

  • The effectiveness of the informal groups of developers contributing to the protocols that underlie the networks
  • Effectiveness of the networks validators and the networks consensus mechanism to effectively secure the networks against confirmation of invalid transactions
  • Disputes amongst the developers or validators of this of the networks
  • Changes in the consensus or validation schemes that underlie the networks, including without limitation shifts between so-called proof of work and proof of stake schemes
  • The existence of other computing and operational versions of the networks, including without limitation so-called forked networks
  • The existence of undiscovered technical flaws in the networks
  • Development of new or existing hardware or software tools or mechanisms that could negatively impact the functionality of the systems
  • The price of blockchain assets associated with the networks
  • Intellectual property rights-based or other claims against the networks participants
  • The maturity of computer software programming languages used in connection with the networks

Unfavorable developments or characteristics of any of the above circumstances could adversely affect our business or the value and functionality of the IRON token.