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These materials do not constitute or form a part of an offer to sell or issue, or a solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States, Australia, Japan, New Zealand, South Africa or Canada (subject to certain limited exceptions) or in any jurisdiction where such offer or sale would be unlawful. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 as amended, or under any applicable securities laws of any state or other jurisdiction of the United States, Australia, Japan, New Zealand, South Africa or Canada. Accordingly, unless an exemption under relevant securities laws is applicable any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Japan, New Zealand, South Africa, Canada or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.
There has not been and will not be any public offer of securities in the United States. Accordingly, the securities will be offered and sold outside the United States in offshore transactions in compliance with Regulation S under the Securities Act, and in the United States only to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act. In the United States, these materials may only be directed at or viewed by QIBs.
Pursuant to the exemption from the prospectus requirements of Canadian securities legislation set out in section 2.1.2 of National Instrument 45-106 Prospectus Exemptions ("NI 45-106") [Rights offering – issuer with a minimal connection to Canada], the Company will allocate the offer of ordinary shares by way of the rights issue to its shareholders in the provinces of Canada and such shareholders subscribing, or deemed to be subscribing, as principal are entitled to subscribe for New Shares by exercising their rights under the rights issue under the same terms and conditions as the public offering in the United Kingdom.
Ordinary shares not taken up under the rights issue may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in NI 45-106 or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Matters discussed in the materials contained on this webpage may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "aim," "intends," "estimate," "plan," "forecast", "project," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in these materials are based upon various assumptions, many of which are based, in turn, upon further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies, accounting treatments and tax policies), which, individually or in the aggregate, would be material to the results of operations of the Company or its ability to operate its businesses and that the Company does not become a party to any legal or administrative processes that may have a material effect on the Company. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
In addition, the information, opinions, targets, and forward-looking statements contained in these materials are not guarantees of future financial performance and the actual results of the Company could differ materially from those expressed or implied by these forward-looking statements. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of these materials or to update or to keep current any other information contained in these materials. Accordingly, the Company urges readers not to place undue reliance on any of the statements set forth above.
In the United Kingdom, these materials are only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the UK version of the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended and supplemented (the "UK Prospectus Regulation"). In the United Kingdom, as well as being "Qualified Investors" within the meaning of the UK Prospectus Regulation, attendees must also be: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) other persons to whom the communication may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which these materials relate is available only to and will only be engaged in with persons in the United Kingdom who are on the Company’s register of members at the record date for the Offering ("Shareholders") and Relevant Persons. The materials must not be acted or relied on in the United Kingdom by any other person.
In the European Economic Area (the "EEA") (other than France or other jurisdictions within the EEA where a prospectus approved by the Autorité des marchés financiers is passported in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended, the "European Prospectus Regulation"), being German, Italy and Spain) these materials are only addressed to "qualified investors" within the meaning of Article 2(e) of the European Prospectus Regulation ("Qualified Investors").
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage or click "DISAGREE" below. These materials must not be released or otherwise forwarded, distributed or sent in or into the United States (except to QIBs), Australia, Japan, New Zealand, South Africa, Canada (subject to certain limited exceptions) or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees, and trustees) must not distribute or send them in, into or from the United States, Australia, Japan, New Zealand, South Africa or Canada (subject to certain limited exceptions) or any jurisdiction in which such offers or sales are unlawful.
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With respect to the sale of ordinary shares not taken up under the rights issue I confirm that I am an accredited investor, as defined in NI 45-106 or subsection 73.3(1) of the Securities Act (Ontario), and a permitted client, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
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