These disclaimers are a part of and are incorporated into those materials (each, the “Materials”) that reference these disclaimer provisions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Materials. Banker reserves the right to amend these provisions without notice to the extent permitted by applicable law.
United States Investors
The Materials are for the exclusive use of U.S. Persons (as defined in Rule 902(k) under the Securities Act of 1933, as amended (the “Securities Act”)) who are Qualified Purchasers (as defined in Section 2(a)(51) of the Investment Company Act of 1940, and certain rules thereunder) and Accredited Investors (as defined in Rule 501(a) (only clauses (1), (2), (3), (7), (9), (12) and (13)) under the Securities Act).
Foreign Investors
The Materials are for the exclusive use of, and the underlying securities are offered only to, investors outside the United States that are considered institutional investors in the jurisdictions of their residence.
General
This document and its contents are confidential to the person(s) to whom they are delivered and should not be copied or distributed, in whole or in part, or disclosed by such person(s) to any other person. This document is an outline of matters for discussion only. This document does not constitute an offer to sell or the solicitation of an offer to buy any securities and should not be interpreted as advice, including legal, tax or accounting advice.
This presentation may include statements that represent opinions, estimates, and forecasts that may not be realized. We believe the information provided herein is reliable, as of the date hereof, but do not warrant accuracy or completeness. In preparing these materials, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information derived from public sources. Nothing in this document contains a commitment from us to subscribe for securities, to provide debt, to arrange any debt facility, to invest in any way in any transaction or to provide advice related thereto.
This document does not constitute an offer of securities. Such an offer may only be made by means of confidential offering materials. The information contained in this summary is not complete and is only intended to provide prospective investors with a basic understanding of the Company and its prospects. There are substantial risks associated with the Company’s ability to achieve its prospects, including, without limitation, changes in applicable laws, rules, and regulations, risks associated with the economic environment or the financing markets and risks associated with the Company’s ability to execute on its business plan.
An investment in the Company is illiquid and speculative and is subject to a risk of loss, including a risk of loss of principal.
The opinions expressed herein are those of the Company and there is no guarantee that any predictions/projections as to certain market activity or events will come to fruition or past market or transaction performance referenced within will yield the same results as transactions previously conducted by the Company.
Presentation
This presentation (this “Presentation”) is being furnished by or on behalf of the Company (which term includes its affiliates, subsidiaries, successors and assigns) based on information provided or furnished by the Company or from publicly available sources. Any information contained in this Presentation is being furnished for informational purposes only. The information contained herein is confidential and is provided for the exclusive use of the recipient and may not be reproduced, provided or disclosed to others, or used for any other purpose, without written authorization by Banker and the Company, and upon request must be returned to the Company or Banker.
This Presentation is general in nature and not specific to any recipient. Recipients are responsible for their own investment research and investment decisions. This Presentation is for informational purposes only.
Recipients should not construe any such information or other material as legal, tax, investment, financial or other advice. Nothing contained in this Presentation constitutes a solicitation, recommendation, endorsement, or offer by the Company, Banker or any third-party service provider to buy or sell any securities or other financial instruments in this or in any other jurisdiction in which such solicitation or offer would be unlawful under the securities laws of such jurisdiction.
The information in this Presentation does not constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Banker is not a fiduciary by virtue of any person’s use of or access to this Presentation or the information contained herein.
In exchange for using this Presentation, recipients agree not to hold Bank, its affiliates or any third-party service provider liable for any possible claim for damages arising from any decision recipients make based on information or other content made available to recipients through this Presentation. This Presentation is provided on an “as is” basis without warranties of any kind, either express or implied.
Any recipient of this Presentation acknowledges that Banker is not liable for the defamatory, offensive, or illegal conduct of other third parties, members, or other users of the Presentation. In no event will Banker or any person or entity involved in creating, producing, or distributing content of this Presentation be liable for any direct, indirect, incidental, special, or consequential damages (including but not limited to lost profits or trading losses) arising out of the use of or inability to use this Presentation. Banker neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement contained in this Presentation.
This Presentation includes certain forward-looking statements, estimates and projections provided by, and with respect to the anticipated future performance of, the Company. In some cases, recipients can identify forward-looking statements by terminology such as “may”, “estimates”, “anticipates”, “intends”, “will”, “should”, “could”, “expects”, “believes”, or “predicts”. Such statements, estimates, and projections reflect various assumptions and elements of subjective judgment made by the Company’s management concerning anticipated results, which are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company, and which may or may not prove to be correct. This Presentation contains certain projected financial information that reflects the Company’s management’s projections as to anticipated future results based upon assumptions that are inherently uncertain, including assumptions as to the size of the market in which it competes, general industry conditions and other factors. As a result, no representation or warranty is made as to the accuracy or completeness of the projected financial information included in this Presentation. The only information that will have any legal effect will be that which is specifically represented or warranted in a definitive agreement relating to a transaction with the Company and executed on behalf of the Company and a third party.
Bank anticipates receiving a fee from the Company in connection with the transaction contemplated herein, when and if such transaction is consummated. This Presentation is not, and under no circumstances should be construed as, a solicitation to act as a securities broker or dealer in any jurisdiction. The Company reserves the right to negotiate with one or more prospective third parties at any time and to enter into a definitive agreement relating to a transaction with the Company without prior notice to the recipient or other prospective third parties. Also, the Company reserves the right, at any time, to terminate the further participation in the investigation and process by any party and to modify any procedures without giving advance notice or providing any reason thereof. The Company also reserves the right during the evaluation period to take any action, whether within or outside the ordinary course of business. Neither this Presentation nor its delivery to recipients shall constitute or be construed to be an offer to sell any securities of the Company. Neither the Company nor Banker is under any obligation to update or otherwise revise this Presentation or other materials supplied herewith.
Forward-Looking Statements
Certain information set forth in this presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook” under applicable securities laws (collectively referred to herein as “forward-looking statements”). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) the expected development of the Company’s business, projects, and joint ventures; (iii) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (iv) sources and availability of third-party financing for the Company’s business; (v) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.
These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.
Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
The Materials may contain forward-looking statements and descriptors that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking statements and descriptor terminology such as “may”, “will”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue”, “believe”, “proven”, “leading”, “rapid” or “best”, or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss plans, strategies, prospects, performance and expectations concerning business, operating results, financial condition and other similar matters. There may be events in the future, however, that cannot be predicted accurately or control. Any forward-looking statement made in the Materials speaks only as of the date on which it was made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. There is no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Materials Not Prepared by Banker
With respect to Materials not prepared by Banker, this document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company. Any offer and sale of securities will be made only to institutional investors. The Company reserves the right to revise the content of this document in its sole discretion without notice and to reject any request or inquiry made by any interested or prospective purchaser.
Projections
If the Materials contain projections, such projections have been provided by the management of the Company. Fundamental data and forecasts are supplied the management. Results are not guaranteed, and such projections may not be realized. The management believes that valuation targets are achievable in coming years if performance meets projections and is also based on comparable peer evaluations. Past performance is no guarantee of future performance.
Securities
Only if securities are being offered in connection with the Materials, such securities are offered through Finalis Securities LLC Member FINRA/SIPC.
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