*Management Team and Insiders Hold 23%
CLOUDBREAK DISCOVERY PLC (THE “COMPANY”)
TERMS OF ACCESS TO INFORMATION IN CONNECTION WITH: (A) THE PROPOSED ACQUISITIONS BY THE COMPANY OF HOWSON VENTURES INC., CLOUDBREAK DISCOVERY CORP., CABOX GOLD CORP. AND CERTAIN INTERESTS IN ANGLO AFRICAN MINERALS PLC; (B) THE ADMISSION OF THE ENLARGED GROUPTO THE STANDARD SEGMENT OF THE OFFICIAL LIST AND TO TRADING ON THE MAIN MARKET OF LONDON STOCK EXCHANGE PLC; (C) A PLACING AND SUBSCRIPTION OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY; AND (D) CERTAIN ASSOCIATED MATTERS (TOGETHER THE “PROPOSALS”)
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Please note that this information as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Company’s website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of the Company. For regulatory reasons, the Company must ensure that persons seeking to access this part of the Company’s website are made aware of the appropriate regulations for the country which they are in. To allow you to view the information contained herein, you have to read the following then press “I agree”. If you are unable to agree, you should press “I disagree” and you will not be able to view the information.
Certain information on this website is of a historical nature and may now be out of date. All documents should be understood as speaking only at the specified date of the relevant document. Except as required by the Financial Conduct Authority, London Stock Exchange plc or applicable law, the Company has, and accepts, no responsibility or duty to update such documents.
Access to the information
This notice applies to all persons who view this part of the Company’s website and, depending upon who you are and where you live, it may affect your rights or responsibilities. The distribution of the information contained herein in or into any jurisdiction other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom are required by the Company to inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdictions.
The following information is not intended for, and is not to be made available to, persons in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa (the “Restricted Jurisdictions”) or in any other jurisdiction if to do so would constitute a violation of the relevant laws of, or requires registration thereunder in, such jurisdiction. There will be no public offer of securities in a Restricted Jurisdiction; and the information on this website does not constitute an offer to sell or subscribe or a solicitation of an offer to purchase or subscribe for any securities, in the Restricted Jurisdictions or in any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereunder in, such jurisdiction. Any offering of securities will be contained in a circular, prospectus or similar document, prepared by the Company for that purpose which will contain detailed information about the issuer and the offered securities, including a discussion of risks, the issuer’s business and relevant financial information.
Any persons who wish to view these materials must first satisfy themselves that they are not subject to any local or regulatory requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable law or regulatory requirements applicable in their jurisdiction. Any failure to comply with any such requirements and restrictions may constitute a violation of the securities laws or regulations of such jurisdiction.
The securities referred to in these materials have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the “Securities Act”), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. Securities may not be offered, sold, taken up, exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in any form, in or into or from the United States absent: (i) registration under the Securities Act; or (ii) an available exemption from registration under the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
Neither the US Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved of the Proposals or passed upon the adequacy or accuracy of the information contained in the materials.
The securities referred to in these materials may not be offered, sold, taken up, exercised, resold, renounced, transferred, delivered or distributed, directly or indirectly, in any form, in or into or from the other Restricted Jurisdictions or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of such jurisdictions or to any person in any country or territory where to do so would or might contravene local securities laws or regulations.
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This information herein has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
This notice shall be governed by, and interpreted in accordance with, English law.
Novum Securities Limited is authorised and regulated by the Financial Conduct Authority in the UK and is acting for the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Proposals and/or any other matter referred to in this section of the website.
The materials on this section of the website may contain statements which constitute “forward-looking statements”. Such statements are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,” “continue,” “should” and other similar expressions. Forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors. Forward-looking statements should, therefore, be construed in light of such factors and undue reliance should not be placed on forward-looking statements.
Other than in accordance with its legal and regulatory obligations, the Company is not under any obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Samuel “Kyler” Hardy Director & Chief Executive Officer
David Robinson Chief Financial Officer
Rory Kutluoglu Chief Operating Officer
Cam Bartsch Vice President Exploration
Board of Directors
Samuel “Kyler” Hardy Director and Chief Executive Officer
Emma Priestly Non Executive Director
Andrew Male Non Executive Director
Paul Gurney Non Executive Director
Cloudbreak Discovery PLC
12 New Fetter Lane, London, EC4A 1JP, United Kingdom
520 – 999 West Hastings Street, Box 55, Vancouver, BC, V6C 2W2, Canada
T: +1 (604) 428-9480
Bird & Bird LLP
12 New Fetter Lane, London, EC4A 1JP, United Kingdom
T: +44 (0)20 7415 6000
Shakespeare Martineau LLP
60 Gracechurch Street, Bridge, London, EC3V 0HR, United Kingdom
T: +44 (0)20 7264 4444
Blytheweigh – email@example.com
4-5 Castle Court, London, EC3V 9DL, United Kingdom
T: +44 (0)20 7138 3204
Stellium Services – cloudbreak@StelliumServices.com
33 St James’s Square, SW1Y 4JS, United Kingdom
T: +44 (0)20 7129 1205
Share Registrars Limited
The Courtyard, 17 West Street Farnham, Surrey, GU9 7DR, United Kingdom
T: +44 (0)12 5282 1390
Novum Securities Limited
2nd Floor, Lansdowne House, 57 Berkeley Square, London, W1J 6ER, United Kingdom
T: +44 (0)20 7399 9400
Shard Capital Partners LLP
23rd Floor, 20 Fenchurch St., London, WC3M 3BY, United Kingdom
T: +44 (0)203 971 7000
Qualified Person Statement
Technical information contained in this website has been reviewed and approved by Rory Kutluoglu, P.Geo., a “Qualified Person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Responsibility of Board
Insider Trading and Dealing
Incorporated in England and Wales with Registered Number 6275976