Resolution no. 23667 of 10 September 2025

Prohibition, pursuant to Article 99, paragraph 1, letter c) of Legislative Decree no. 58/1998, of the offer to the public of financial products concerning “Plans” called “Starter”, “Advanced” and “Professional” carried out by the so-called “Magnomic Yield Ltd” also via the website https://magnomicyieldltd.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, as subsequently amended and supplemented;

HAVING REGARD to Legislative Decree no. 58 of 24 February 1998 (“Consolidated Law on Finance”), as subsequently amended and supplemented;

HAVING ESTABLISHED that Consob’s supervisory activity ascertained the presence of the https://magnomicyieldltd.com website, which was active and available in Italian through a machine translation mechanism incorporated into the https://magnomicyieldltd.com website;

HAVING ESTABLISHED that three “Plans" called "Starter", "Advanced" and "Professional" were promoted through the https://magnomicyieldltd.com website, which differed in terms of the minimum and maximum deposit envisaged, as well as by the percentage of “profit" guaranteed to subscribers on a daily basis, as follows:

• "Starter": "minimum deposit": "$100"; "maximum deposit": "$4,999"; "percentage of profit": "2%" – "daily";
• "Advanced"; "minimum deposit": "$5,000"; "maximum deposit": "$49,999"; "percentage of profit": "2.5%" – "daily";
• "Professional"; "minimum deposit": "$50,000"; "maximum deposit": "$1,000,000"; "percentage of earnings": "3%" – "daily";

HAVING ESTABLISHED that the steps that each user was required to perform in order to subscribe to one or more "plans” were detailed on the https://magnomicyieldltd.com website. In particular, it was indicated that users should "create an account", "deposit funds in the account" and "select an investment plan";

HAVING NOTED that the information made available online showed that the funds deposited by the subscribers of the "plans" would have been invested by a "team" of "Magnomic Yield" in activities related to "oil, commodities and agriculture" and the “earnings" from the activities generating the profits would have been periodically credited to the users’ accounts and could have been withdrawn by customers;

HAVING NOTED that the on home page of the https://magnomicyieldltd.com website and in the section of the same site that describes the characteristics of the aforementioned "plans", the "minimum" and "maximum" amounts that users could have paid to sign up to one or more "plans" was expressed in dollars; instead, in the further section of the https://magnomicyieldltd.com website entitled "Company" and containing a document that explains the initiatives promoted on the same site, the need was indicated for deposits to be made by transfer of crypto-assets (in particular, “Bitcoin, Ethereum, Litecoin, Bitcoin Cash and USDT” would have been accepted);

HAVING NOTED that, following registration on the website in question through a procedure that was also freely available to users connected to the web from Italy/through Italian IP addresses, users could access their personal area where the functions dedicated to the purchase of one or more "plans" were available;

HAVING NOTED that, through the https://magnomicyieldltd.com website, subscribers of one or more "plans" were also offered the possibility of achieving further profits, in the form of a "bonus", by procuring additional users based on a so-called “referral" system;

HAVING ESTABLISHED that the so-called "Magnomic Yield Ltd", mentioned in https://magnomicyieldltd.com, has not answered the requests for information made by Consob and sent to the e-mail address found on the https://magnomicyieldltd.com website;

HAVING ESTABLISHED that the transaction was presented as an investment opportunity;

HAVING REGARD TO the fact that, according to the definition under Art. 1, para. 1, letter t) of Consolidated Law on Finance a "public offering [of financial products]" must be understood to mean "any invitation to offer or promotional message, in whatsoever form addressed to the public, whose objective is the sale or subscription of financial products including the allocation through authorised people”;

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

1. the fact that the activity involves a specific or several specific “financial products”, a category that includes - pursuant to Article 1, paragraph 1, letter u), of the Consolidated Law on Finance, both the typified features of “financial instruments” and “every other form of investment of a financial nature”;
2. the existence of a communication intended to persuade investors to purchase or subscribe to these financial products and a description in uniform and standardised terms of the main details thereof;
3. the fact that the offering in question is directed towards Italian residents;

HAVING ESTABLISHED that the contract proposal regarding such “Plans” conveyed through the https://magnomicyieldltd.com website is described in such a way as to categorise the plans as financial products, i.e. a "form of investment of a financial nature";

WHEREAS, in this specific case, according to Consob's consolidated approach, the elements that qualify the notion of “investment of a financial nature” - other than the financial instrument - are present, given the coexistence: (i) of an investment of capital; (ii) of a promise/expectation of return of a financial nature; (iii) of the assumption of a risk connected to the investment of capital;

WHEREAS that the structure of the transaction under examination sets forth that a) subscribers should use their capital to subscribe to one or more “Plans" among those indicated on the https://magnomicyieldltd.com website; b) by virtue of the aforesaid subscription, investors are offered a variable return in relation to the “Plan" subscribed to by each user without the users themselves being required to carry out any further activity; c) the consequent assumption of a risk associated with the use of the capital paid in;

HAVING ESTABLISHED, therefore, that the aforementioned return is allegedly paid for the use of the investor’s capital;

WHEREAS, consequently, the legal reason for the contracts offered via the website https://magnomicyieldltd.com can be deemed to be the production of a financial return as consideration for the use of capital paid-in by the recipient of such return (who, therefore, contributes their own money with an expectation of profit, namely, an increase in the cash invested, the contract thus having an “investment purpose”);

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 contract proposals made, including through the website https://magnomicyieldltd.com qualify as an “investment of a financial nature”;

HAVING ESTABLISHED that the above informative content on the website https://magnomicyieldltd.com provides a consistent representation of the features of the investment proposals, such as to place retail investors in a position to assess whether or not to join the initiative;

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

HAVING ESTABLISHED, moreover, that there are elements suggesting that the offer in question was also aimed at the public resident in Italy, since the contents of the https://magnomicyieldltd.com website were available in Italian through an automatic translation system incorporated into the same website and, as part of the checks carried out on said website, no mechanisms were found aimed at limiting or excluding registration to the same domain by users connected to the web from Italy/through Italian IP addresses;

HAVING ESTABLISHED that a sales scheme was also promoted through the aforementioned https://magnomicyieldltd.com website which offered users the possibility of additional profits (in the form of a “bonus”) resulting from the recruitment of further subscribers to the initiative and that this so-called “referral” system was suitable for disseminating the offer of financial products among Italian investors as well;

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

HAVING ESTABLISHED, therefore, that the activity carried out by the so-called “Magnomic Yield Ltd” has the features of an offer of financial products to the public, as defined above;

HAVING REGARD TO Article 94-bis of the Consolidated Law on Finance, paragraph 1, which establishes that “parties who intend to make an offer to the public of financial products other than securities and shares or units of open 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 pursuant to Article 95, paragraph 1, letter b). ...”.

HAVING ESTABLISHED that, in relation to the described activity, the prospectus intended for publication has not been sent to Consob;

HAVING ESTABLISHED likewise the non-existence of any of the exemptions - provided by the combined provisions of Article 100 of the Consolidated Law on Finance and Article 34-ter of Consob Regulation no. 11971/1999 (“Issuers’ Regulation”) - from enforcement of the rules on solicitation of public savings set forth by Articles 93 bis et seq. of the Consolidated Law on Finance;

HAVING REGARD to resolution no. 23606 of 19 June 2025, whereby, pursuant to article 99, paragraph 1, letter b), of the Consolidated Law on Finance, Consob implemented the precautionary suspension measure, for a period of ninety days, of the offer to citizens residing in Italy involving an investment of a financial nature made also through the https://magnomicyieldltd.com website;

WHEREAS, the so called “Magnomic Yield Ltd” has sent no objections in response to the facts on which the suspension measure is based;

WHEREAS, therefore, in the light of the investigation outlined above and in the absence of any evidence to suggest a situation other than that outlined in the aforementioned suspension measure, the circumstances de facto and de jure established in the suspension measure are considered to have been ascertained;

 CONSIDERING, therefore, that it has been ascertained that – according to the methods described above, noted at the time of adoption of the said suspension measure – an offer to the public has been made of products, sub-category “investment of a financial nature“ in breach of the above law;

HAVING REGARD to Art. 99, paragraph 1, letter c) of the Consolidated Law on Finance, pursuant to which Consob may “prohibit the public offering if a violation is confirmed of the provisions of this Chapter or of the related implementation measures or if there are well-founded suspicions that such provisions or measures might be breached...”;

RESOLVES:

To prohibit the offer to the public resident in Italy regarding the “Plans” known as “Starter”, “Advanced” and “Professional” carried out by the so-called “Magnomic Yield Ltd” including through the https://magnomicyieldltd.com website.

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.

THE CHAIRMAN
Paolo Savona