Funds are held in interest-bearing escrow during 2026, with any shares issued at a closing expected on or about January 15, 2027
The Wyoming Reserve Opportunity Zone Fund Corporation (“The Wyoming Reserve” or the “Company”), a high-security precious metals vaulting, storage and fulfillment business operating within a designated qualified opportunity zone, today introduced its new escrow structure benefits for potential investors. The escrow structure allows accredited investors to pre-fund a potential purchase in the Company’s new offering (“Offering II”) pursuant to Rule 506(c) under Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act") during 2026. Accredited investors may withdraw their funds ahead of the closing or receive shares at a closing expected on or about January 15, 2027, once the renewed federal opportunity zone program takes effect.
Congress enacted the Opportunity Zone program in 2017 under the Tax Cuts and Jobs Act of 2017 and made the program permanent under the One Big Beautiful Bill Act, signed into law on July 4, 2025. The renewed program, known as Opportunity Zone 2.0, applies to investments made after December 31, 2026. Deferred capital gains are recognized on the fifth anniversary of each investment rather than on a single fixed date, a 10% step up in basis applies at the end of that five-year period, a 30% step up in basis applies to qualified rural opportunity funds, and appreciation on the investment may be excluded from federal tax if the investment is held at least 10 years.
To qualify for the benefits of the Opportunity Zone program, an accredited investor with capital gains eligible to be deferred generally must invest those gains in a qualified opportunity fund within 180 days of the sale or exchange that produced the capital gains. A capital gain whose 180-day period extends into January 2027 may therefore be invested after Opportunity Zone 2.0 takes effect, and the calendar year in which the capital gain arose does not govern.
Funds received from accredited investors in 2026 will be deposited with Citizens Bank, N.A., as escrow agent, where the funds accrue interest at 3.0% to the benefit of the potential investor until the closing. In January 2027, investors will receive an opportunity to withdraw their funds from escrow, and if no withdrawal request is received, as further described in the Company’s private placement memorandum, the funds will be deemed accepted and invested into the Company. An investment in the fund occurs when shares are issued at that closing. The accrued interest from escrow will be disbursed for the benefit of the investor at closing.
Shares will be issued at the lower of (i) the Company’s Share Repurchase Value for the quarter end preceding execution of the subscription agreement or (ii) the Company’s Share Repurchase Value at December 31, 2026. As a result, an accredited investor who pre-funds into escrow early will receive the benefit of any decline between those dates and is not exposed to an increase.
Prospective investors will receive notice of the December 31, 2026 Share Repurchase Value at least three business days before the conditions to closing are expected to be satisfied, and may rescind within three business days of receiving such notice. The closing is expected on or about January 15, 2027. The private placement memorandum sets forth the terms of the escrow benefit and governs in all respects.
“The permanent renewal of Opportunity Zones is important for the development of underserved communities in the United States, and the new rules begin on January 1,” said Josh Phair, Co-Founder and Chief Executive Officer of The Wyoming Reserve. “A permanent program gives accredited investors a longer horizon to plan around. We believe that stability will draw patient, long-term capital into the communities the program was designed to serve.”
Eligibility for opportunity zone tax benefits turns on individual investor facts and circumstances, on a proper deferral election on IRS Form 8949 and annual reporting on IRS Form 8997, and on The Wyoming Reserve's continued qualification as a qualified opportunity fund. The Wyoming Reserve makes no representation as to any investor's eligibility for opportunity zone tax benefits, including eligibility for the rural step up in basis. Accredited investors should consult their own tax advisors.
Offering II is available solely to accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act, and carries a minimum investment of $50,000. An accredited investor who prefers to purchase and close immediately may instead elect the Simultaneous Offering at a fixed price per share. The private placement memorandum sets forth both elections, the definition of Share Repurchase Value and the conditions to the escrow closing, and is available upon request.
About The Wyoming Reserve
The Wyoming Reserve is a high-security, precious metals-focused vault facility. Consisting of a team of individuals whose breadth of experience is only matched by their commitment and purpose to deliver and protect valued assets, The Wyoming Reserve leverages the combined powers of experience, innovation, and determination to meet its goal-based financial objectives. To learn more, visit www.thewyomingreserve.com/
Forward-Looking Statements
This press release contains “forward-looking statements”, within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not historical statements of fact, and involve risks and uncertainties that could cause actual results of The Wyoming Reserve to differ materially from those expected and projected. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "will," "would," or the negative of these terms, or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, but are not limited to, statements regarding the expected timing of the escrow closing and the anticipated availability of federal opportunity zone tax benefits, The Wyoming Reserve's business plan, strategies or objectives for future operations; The Wyoming Reserve's estimated use of proceeds from the offering; costs, fees, capitalization and anticipated financial effects of the offering; an investor's ability to qualify for any tax benefits; changes in any state or federal tax or regulatory schemes that impact The Wyoming Reserve's or an investment in The Wyoming Reserve, including rules relating to Opportunity Zones and Qualified Opportunity Funds; and adverse impact of inflationary pressures, including significant increases in costs of securing precious metals, global economic conditions and events related to these conditions, including the ongoing wars in the Ukraine and the Middle East and changes in U.S. trade policy. Forward-looking statements are subject to risks and uncertainties, including changes in tax law, regulation and administrative guidance, The Wyoming Reserve's ability to satisfy the conditions to the escrow closing, and its continued qualification as a qualified opportunity fund. The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Company’s private placement memorandum. Actual results may differ materially from those expressed or implied. The Wyoming Reserve undertakes no obligation to update any forward-looking statement, except as required by law.
Disclaimers; No Offer or Solicitation
This press release is neither an offer to sell nor the solicitation of an offer to buy the Common Stock or any other securities of The Wyoming Reserve, and no offer, solicitation or sale will be made in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.
The tax consequences of an investment in The Wyoming Reserve are particularly complex. Prospective investors should consult with their own tax advisors, attorneys or accountants in order to fully understand the federal, state, local and any foreign tax consequences of an investment.
Each Investor will be required to represent to The Wyoming Reserve, and provide documentation to verify such representation, that such Investor is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in shares of The Wyoming Reserve's Common Stock.
The offering is a speculative investment, and the offering involves substantial risks and should be considered only by those persons who can afford the risk of loss of their entire investment. See the section titled “RISK FACTORS” in the Company’s private placement memorandum. In making an investment decision, the prospective investor must rely on its own independent examination of the Company and the terms of its offering, including the merits and risks involved. This offering has not been filed with, or reviewed by, the U.S. Securities and Exchange Commission (“SEC”) or any securities regulatory authority of any state or other jurisdiction, nor has the SEC or any such authority passed upon the accuracy or adequacy of the offering. Investors should be aware that they may be required to bear the financial risks of an investment in the Company for an indefinite period of time.
The Shares will be subject to restrictions on transferability and resale and may not be sold, pledged or otherwise transferred except as permitted under the Securities Act and the securities laws of other applicable jurisdictions. The Shares will not be listed on any U.S. securities exchange or quoted or traded on or in any U.S. over-the-counter or other market. This Offering has not been filed with, or reviewed by, the U.S. Securities and Exchange Commission (“SEC”) or any securities regulatory authority of any state or other jurisdiction, nor has the SEC or any such authority passed upon the accuracy or adequacy of this Offering. Investing in securities of The Wyoming Reserve is speculative, illiquid, and the offering involves substantial risks and should be considered only by those persons who can afford the risk of loss of their entire investment.
Deposit of funds into the escrow account does not constitute The Wyoming Reserve's acceptance of a subscription. If the Escrow Offering is terminated by The Wyoming Reserve, amounts will be returned to prospective investors and The Wyoming Reserve shall retain any interest accrued thereon. Proceeds will not be released to The Wyoming Reserve until the conditions set forth in the Escrow Agreement have been satisfied.
Securities are offered through Realta Equities, Inc., member FINRA/SIPC. Realta Equities and The Wyoming Reserve are not affiliated.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260929926865/en/
Contacts
Allie Lyman
Director of Investor Relations
The Wyoming Reserve
(307) 459-0051
investors@thewyomingreserve.com
Jennifer Franklin
Spotlight Marketing Communications
(949) 427-1385
jennifer@spotlightmarcom.com
