Resolution no. 22360

Suspension, pursuant to article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998, of the public offering concerning investments of a financial nature made by Global Success Management Inc., Be Free Ltd, Imperial System Ltd EOOD and Ivory Dunes Limited via the websites https://globalsuccessmanagement.com and www.gig-os.com

LA COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
[THE NATIONAL COMMISSION FOR COMPANIES AND THE STOCK EXCHANGE]

HAVING REGARD TO Law no. 216 of 7 June 1974 and subsequent amendments and supplements;

HAVING REGARD TO Legislative Decree no. 58 of 24 February 1998 ("Consolidated Law on Finance") and subsequent amendments and supplements;

HAVING ESTABLISHED that, as a result of Consob’s supervisory activity, the presence was noted on the internet of the website https://globalsuccessmanagement.com, which is also available in Italian and according to its own statements is attributable to the Canadian company Global Success Management Inc., which sells physical gold via various methods and moreover offers users the possibility to "become... a Partner and in future co-owner of the company", by purchasing "EQUITY CONVERTIBLE NOTES (ECN)" issued by the latter and that are "guaranteed by gold". In the site, it is specified in this regard that the aforementioned company allegedly "backs the ECNs... with investment gold with a ratio of 1:2. For every two euros invested in ECNs, the partners shall receive a gold backing of one euro, in addition to all the other assets of the company";

HAVING ESTABLISHED that through the links on the site https://globalsuccessmanagement.com, it is then possible to register and access the reserved area of the "GIG-OS cutting-edge online platform", available in Italian and managed by the Bulgarian company Be Free Ltd, in order to purchase "Safely, Profitably and Cheaply" - as stated on the site https://globalsuccessmanagement.com - the advertised products;

HAVING ESTABLISHED that, within the reserved area of the platform www.gig-os.com, within the "Fractal" section, it is possible to purchase "Packages" of "Equity Convertible Notes (ECN)" of different types ("Base Packages", "AMP Packages" and "Invest Packages") and different values in relation to the number of "ECNs" that make them up, subject to entering into a "pre-sale agreement" with the Bulgarian company Imperial System Ltd EOOD, which operates as the "Seller". The contractual documentation made available in this regard specifies, among other things, that the "Equity Convertible Notes", issued by Global Success Management Inc. and identified by ISIN CA3793921030 are "convertible into shares of the Issuer as per rate 5 (five) Notes to 1 (one) share of the Issuer upon maturity date - 31/12/2025" and that "The accrued interest, 18% annually, will apply towards the number of shares of the Issuer - Global Success Management Inc. that will be attainable upon conversion";

HAVING ESTABLISHED that, together with the "Equity Convertible Notes", the "Packages" provide for the assignment to the investor of tokensto be placed on "boards" for the attainment of incremental remuneration and the free allocation of a predetermined number of "NFTs of the Meta Aristippus collection", promising "Guaranteed passive income". As part of the "Fractal Stock Program" in question, there are also reward mechanisms aimed at increasing the "passive income" earned by users;

HAVING ESTABLISHED that, for the purchase of the "Packages", a "First advance payment" equal to about 10% of the expected consideration and the "Final payment date" of the remaining amount is required after one year. Payments can be made in cryptocurrency or by bank transfer and the related amounts are simultaneously converted into the "GOS COIN digital currency", defined as "the main unit of account" of the www.gig-os.com. platform towards which the transfer is sent, which specifically is the Irish company Ivory Dunes Limited;

HAVING ESTABLISHED that, in addition to the investment opportunity described above, there is the possibility of receiving additional income related to the affiliations created. In particular, the user is invited to promote "the services of the platform... in exchange for remuneration for the performed activities";

HAVING ESTABLISHED that, overall, the following were involved in the activity in question: Global Success Management Inc., issuer of the "Equity Convertible Notes (ECN)" and manager of the site https://globalsuccessmanagement.com on which the ECNs are described, which redirects to the operating platform www.gig-os.com; Be Free Ltd as manager of the platform www.gig-os.com (on which the purchase of the ECNs is made); Imperial System Ltd EOOD as "Reseller" of the ECNs under the "Agreement for the distribution of convertible equity securities" with the aforementioned issuing company; Ivory Dunes Limited as beneficiary of the purchase price of the ECNs;

HAVING ESTABLISHED, moreover, that the documentation in Italian sent by an Italian lawyer of the issuer Global Success Management Inc. in response to the request for information sent by the writer, confirms that selling activities are in place for the aforementioned products;

HAVING ESTABLISHED that the structure of the transaction is presented as an investment opportunity, because the initiative advertised by the aforementioned companies appears to offer potential customers the opportunity of using capital to purchase so-called "Packages" of "Equity Convertible Notes", in order to receive a return that is proportional to the amount deposited;

HAVING REGARD TO the fact that, according to the definition provided under article 1, paragraph 1, letter t) of the Consolidated Law on Finance, a "public offering of financial products" must be understood to mean "any communication made to people, in any form and by any means, that presents sufficient information on the offer conditions and the financial products offered as to render an investor capable of deciding to buy or subscribe the financial products including the placement through licensed parties";

WHEREAS the constituent elements of the public offer relevant for the purposes of the above provision can be summarised as follows:

a) the fact that the activity involves "financial products", a category that includes - pursuant to article 1, paragraph 1, letter u), of the Consolidated Law on Finance - both the "standard" features of "financial instruments"and "every other form of investment of a financial nature";

b) the existence of communication intended to persuade investors to purchase or underwrite these financial products and, consequently, including at the very least a description of their main characteristics;

c) the fact that the communication in question is directed towards Italian residents;

WHEREAS the notion of an "investment of a financial nature"implies the presence of three elements at the same time: (i) an investment of capital; (ii) a promise/expectation of a return of a financial nature; (iii) the assumption of a risk directly connected and related to the investment of capital;

WHEREAS the structure of the transaction in question requires (i) a participant to use their own capital (ii) for the purpose of obtaining a predefined return, expressed as a percentage and calculated on the capital contributed by the investor in which (iii) a potential financial risk is inherent;

HAVING ESTABLISHED that the aforementioned return was supposed to be paid as a result of using the investor’s capital, and that it is related exclusively to the amount paid, the user not being asked to undertake any activity other than the mere contribution of capital;

WHEREAS the legal reason for the negotiating proposal may be considered to be the production of a financial return as consideration for the use of capital transferred by the recipients of this return, who, therefore, transfer their own money with the expectation of a profit, namely, the increase in the cash invested;

CONSIDERING, therefore, that, with regard to the existence of the requirement referred to under letter a), namely, that the offer in question may be classified as a "financial product", the investment offered by the aforementioned websites, based on the above, qualifies as an "investment of a financial nature";

HAVING ESTABLISHED that the initiative in question is promoted in standardised and uniform terms, through a presentation that contains a representation of the features of the investment that is such as to place investors in a position to decide whether or not to participate in the actual initiative, but without the possibility for an individual investor to intervene in drawing up the contractual agreement;

CONSIDERING, therefore, that the requirement set out in letter b) is also met;

HAVING ESTABLISHED that the offer made through the websites https://globalsuccessmanagement.com and www.gig-os.com is ongoing and is also directed at Italian investors, insofar as the site is also available in Italian and sales documentation in Italian was found and, moreover, it is possible for users connecting from Italy to register on the purchasing platform www.gig-os.com;

HAVING ESTABLISHED that a sales scheme is also promoted through the abovementioned websites which offers users the possibility of earning money by recruiting further participants in the initiative and that this scheme is apt to spread the sale of financial products among Italian investors;

CONSIDERING, therefore, that the requirement set out in letter c) is met, since the offering in question is aimed at the public resident in Italy;

CONSIDERING, therefore, that the activity carried out by Global Success Management Inc., Be Free Ltd, Imperial System Ltd EOOD and Ivory Dunes Limited aimed at advertising investments of a financial nature has the characteristics of a public offering of financial products as defined above;

HAVING REGARD TO article 94-bis, paragraph 1 of the Consolidated Law on Finance, pursuant to which "Anyone intending to make an offer to the public of financial products other than securities and units or shares of open-ended UCITS must publish a prospectus in advance. To this end, an application must be submitted to Consob for approval, with the draft attached. The prospectus cannot be published until it has been approved by Consob";

HAVING ESTABLISHED that, in relation to the activity described, neither prior notification nor the information prospectus intended for publication were sent to Consob;

HAVING ALSO ESTABLISHED that, based on current evidence, the offering in question does not appear to fall into any of the exemptions - contemplated by the combined provisions of articles 100 of the Consolidated Law on Finance and article 34-ter of Consob Regulation no. 11971/1999 - from enforcement of the rules on "solicitation of public savings";

WHEREAS, therefore, there is a well-founded suspicion of the promotion of a public offering of financial products in breach of the aforesaid legislation and the public offering of the financial products in question is still ongoing;

HAVING REGARD to Article 99, paragraph 1, letter b) of the Consolidated Law on Finance, according to which Consob: "may: ... b) suspend as a precautionary measure, for a period not exceeding ninety days, an offer concerning financial products other than those referred to in letter a) [i.e. securities], in the event of a well-founded suspicion of breach of the provisions of this Chapter or of the related implementing rules";

WHEREAS, given the existence of the above conditions, there is an urgent need to adopt the measure identified above;

RESOLVES:

To suspend, as a precautionary measure, for a period of 90 days, the offer to Italian residents carried out through the websites https://globalsuccessmanagement.com and www.gig- os.com by Global Success Management Inc., Be Free Ltd, Imperial System Ltd EOOD and Ivory Dunes Limited.

This Resolution shall be brought to the attention of the concerned parties and published in the Consob Bulletin.

This measure may be appealed before the Regional Administrative Court of Lazio within 60 days of the date of service.

15 June 2022