This presentation & any additional documents handed out at tke meeting (together the "Presentation Materials") are being provided to a limited number of parties who may be interested in acquiring an interest (the "Investor Interest") in Glenwick plc ( to be renamed Cora Gold plc; the "Company").
The purpose of the Presentation Materials is to assist the recipient in deciding whether it wishes to proceed with an investment in the Company & in determining the level of any offer for an interest in the Company, but is not intended to form, & shall not be treated as, the basis of any investment decision or any decision to purchase an interest in the Company. The Presentation Materials do not constitute an offer to sell or an invitation for offers to purchase or acquire any securities or any of the business or assets described herein.
The Company has provided the information in the Presentation Materials, which do not purport to be comprehensive & have not been fully verified by the Company, or any of their respective shareholders, directors, advisers, agents or affiliates. No representation or warranty, express or implied, is or will be made & no responsibility or liability is or will be accepted by the Company or by any of their respective officers, servants or agents or any other person as to or in relation to the accuracy or completeness of the Presentation Materials or the information or opinions contained herein or supplied herewith or any other written or oral information made available to any interested party or its advisers & no responsibility or liability is accepted for the accuracy or sufficiency of any of the information or opinions, for any errors, omissions or mis-statements, negligent or otherwise, or for any other communication, written or otherwise, made to anyone in, or supplied with, the Presentation Materials or otherwise in connection with the proposed sale of the Investor Interest. In particular, no representation or warranty is given as to the achievement or reasonableness of any future projections, management estimates, prospects or returns. Accordingly, neither the Company nor any of their respective shareholders, directors, advisers, agents or affiliates shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement or omission in, or supplied with, the Presentation Materials or in any future communications in connection with the acquisition of an Investor Interest in the Company.
The information set out in the Presentation Materials will not form the basis of any contract. Any successful purchaser of an Investor Interest will be required to acknowledge in writing that it has not relied on or been induced to enter such agreement by any representation or warranty, save as expressly set out in such agreement.
The recipient agrees to keep confidential any written or oral information contained herein or otherwise made available in connection with the Company. The Presentation Materials must not be copied, reproduced, distributed or passed to others at any time. The recipient has further agreed to return all documents & other material held by it relating to the matters referred to in the Presentation Materials upon request.
The Presentation Materials have been delivered to interested parties for information only & upon the express understanding that such parties will use it only for the purpose set out above. The Company undertakes no obligation to provide the recipient with access to any additional information or to correct any inaccuracies herein which may become apparent, & it reserves the right, without advance notice, to change the procedure for the acquisition of an Investor Interest or to terminate negotiations at any time prior to the completion of such acquisition. The issue of the Presentation Materials shall not be taken as any form of commitment on the part of the owners of the Company to proceed with any transaction.
The Presentation Materials are only being made available to (a) persons having professional experience in matters relating to investments & who are investment professionals as specified in Article 19(5) of the Financial Services & Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); & (b) persons to whom Article 49(2) of the Financial Promotion Order applies, being high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees as described in Article 49 of the Financial Promotion Order.
None of the Presentation Materials nor any copy of them may be taken or transmitted into, or distributed, directly or indirectly in, the United States of America, its territories or possessions, other than as permitted by Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or to “qualified institutional buyers” or “accredited investors” as defined in Rule 144A & Rule 501, respectively, under the Securities Act. This document is not a public offer of securities for sale in the United States or any other jurisdiction. The Shares have not been & will not be registered under the Securities Act & may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The Company does not intend to register any of the shares in the Company under the applicable securities laws of the United States or any other jurisdiction or conduct a public offering of any securities in the United States. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.
The Investor Interests have not been, & will not be, qualified by a prospectus in accordance with the prospectus requirements under applicable securities law in any Canadian jurisdiction & therefore may not be offered or sold, directly or indirectly, in Canada except in compliance with an exemption from applicable Canadian securities laws.
If the recipient does not fall within one of the categories or exemptions above, the recipient should either return, destroy or ignore the information in the Presentation Materials.
Any prospective purchaser interested in acquiring an Investor Interest in the Company is recommended to seek independent financial advice. Law in certain jurisdictions may restrict the distribution of this document or of the giving of the Presentation Materials & any subsequent offer for sale or sale of the Investor Interest. Persons into whose possession this document or the information from the Presentation Materials comes are required to inform themselves as to & observe any such restrictions.
If you are in any doubt about the investment to which the Presentation Materials relate, you should consult a person authorised by the Financial Conduct Authority who specialises in advising on securities of the kind described in this document.
Neither this document, nor any copy of it, may be taken or transmitted into Australia, South Africa or Japan or into any jurisdiction where it would be unlawful to do so. Any failure to comply with this restriction may constitute a violation of relevant local securities laws.