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Not for distribution to United States newswire services or for dissemination in the United States
TORONTO, Nov. 27, 2018 (GLOBE NEWSWIRE) — Gowest Gold Ltd. (“Gowest” or the “Company”) (TSX VENTURE: GWA) announced today that it intends to issue, on a non-brokered private placement basis, units of the Company (the “Units”), at a price of $0.05 per Unit, for aggregate gross proceeds of up to $5,000,000 (the “Private Placement”). Each Unit will comprise one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”), with each Warrant being exercisable to acquire one common share of the Company at a price of $0.07 for a period of 24 months following the closing date of the Private Placement.
The proceeds of the Private Placement will be used by the Company for the continued development of its 100% owned Bradshaw Gold Deposit (“Bradshaw”), and for working capital purposes. At the same time, now that the Company has secured a toll-milling agreement (see news release dated October 30, 2018) and expects to be in a position to start processing material from Bradshaw, Gowest is also pursuing a more significant, long-term strategic investment (see news release dated November 15, 2018).
Certain insiders of the Company may participate in the Private Placement and the Company may pay a finder’s fee to registrants who assist the Company in connection with the Private Placement. Completion of the Private Placement is subject to receipt of TSX Venture Exchange approval.
All of the securities issuable in connection with the Private Placement will be subject to a hold period expiring four months and one day after date of issuance. The Private Placement may be closed in one or more tranches.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.
It is anticipated that the closing of the Private Placement will occur on or before December 31, 2018.
About Gowest
Gowest is a Canadian gold exploration and development company focused on the delineation and development of its 100% owned Bradshaw Gold Deposit (Bradshaw), on the Frankfield Property, part of the Company’s North Timmins Gold Project (NTGP). Gowest is exploring additional gold targets on its +100‐square‐kilometre NTGP land package and continues to evaluate the area, which is part of the prolific Timmins, Ontario gold camp. Currently, Bradshaw contains a National Instrument 43‐101 Indicated Resource estimated at 2.1 million tonnes (“t”) grading 6.19 grams per tonne gold (g/t Au) containing 422 thousand ounces (oz) Au and an Inferred Resource of 3.6 million t grading 6.47 g/t Au containing 755 thousand oz Au. Further, based on the Pre‐Feasibility Study produced by Stantec Mining and announced on June 9, 2015, Bradshaw contains Mineral Reserves (Mineral Resources are inclusive of Mineral Reserves) in the probable category, using a 3 g/t Au cut‐off and utilizing a gold price of US$1,200 / oz, totaling 1.8 million t grading 4.82 g/t Au for 277 thousand oz Au.
Forward-Looking Statements
This news release may contain certain “forward looking statements.” Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information please contact:
Greg Romain
President and Chief Executive Officer
Tel: (416) 363-1210
Email: info@gowestgold.com
VANCOUVER , Nov. 26, 2018 /CNW/ – NxGold Ltd. (“NxGold” or the “Company“), (TSXV: NXN) is pleased to provide an update on its exploration program at the Mt. Roe Project located in the Pilbara region of Western Australia . The Company has recently completed a follow-up phase to the initial anomalous stream sediment samples continuing its systematic approach to target area identification and drill target refinement at the Mt Roe Project. This follow-up work included additional stream samples, gridded soil samples and rock (grab) samples.
A total of 47 stream silt samples (see Figure 1 and Table 1) were collected following up on the initial encouraging results which identified numerous target areas including an approximately 1.2 km long section of the Sholl ridge, host to the Eagle, Kangaroo and Bulldog target areas and coincident with a large magnetic high feature identified from the detailed UAV-magnetics survey (details of which are described in the News Release dated 15 October 2018 ). As a result of this recent sampling, the target areas have been further refined to approximately a 500m , 350m and 250m section of the Eagle, Bulldog and Kangaroo target areas, respectively. Assay results from gridded soil samples from the Eagle area are pending. The Eagle area is expected to be a primary focus for drill targeting given the presence of the magnetic high anomaly, coincident stream anomalies and high-grade rock (grab) samples.
The Hawk , Swan and Sun target areas were expanded by the additional stream samples. Results from the gridded soil samples are pending from the Hawk and Swan areas. Additional work is required to better understand controls of the anomalous stream sample distribution.
The areas chosen for grid-based soil sampling utilised an 80 m line spacing and 40 m sample spacing with lines oriented to the north-west with a total of 139 soil samples being collected (Figure 1). The target areas of initial interest include the Hawk area (26 samples) located near the known “80oz” prospector’s patch, the Eagle area (86 samples) where earlier trenching programs exposed a gold bearing structure, and the Swan area (27 samples), which hosts numerous gold nugget patches and structures exposed in trenching that returned anomalous gold and copper values (see the News Release dated September 10, 2018 ). Assay results from this work program are pending.
Christopher McFadden , Chief Executive Officer commented, “In a relatively short period of time since acquiring the property this year, our team has evaluated the property for different mineralisation styles and advanced to the drill target delineation stage through the systematic exploration of the Mt Roe tenements. This approach will also be used to evaluate the Prinsep tenements and the pending tenements on Mt. Roe which are expected to be granted shortly. The identification of vein structures in the Eagle, Hawk and Swan areas among others, supports the existence of primary gold mineralisation on the property. “
UAV Orthophotography and Magnetics Survey
Images from this survey are available on the Company’s website (www.nxgold.ca).
Initial program on Prinsep tenements
A total of 7 stream sediment samples were collected and a soil grid with 80 m line spacing and 80 m sample spacing was sampled for 60 samples collected. This was an initial work program focused on historical areas worked by prospectors using metal detectors. Results from this program remain pending.
Next Steps
Upon compilation of all the work completed this year-to-date, NxGold believes it will be in a position to complete a target prioritisation review to prepare for scout-drilling that will test the continuity of known conglomerate and prospective gold target areas.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About NxGold
NxGold is a Vancouver-based exploration company. The Company owns 80% of the Mt. Roe gold project located in the Pilbara region of Western Australia. The Company has also entered into an earn-in agreement with Meliadine Gold Ltd. to earn up to a 70% interest in the Kuulu Project (formerly known as the Peter Lake Gold Project) in Nunavut .
Technical Disclosure
The on-going sampling programs of stream sediments, soils, rocks and chip samples involve a quality assurance and quality control (QA/QC) program that includes the collection of field duplicates and insertion of certified reference materials at frequency of roughly one in ten samples. Rock samples, stream samples and some chip samples are selective in nature and are not representative of mineralisation on the property. All samples have been sent to Intertek Genalysis in Perth , WA for preparation and analysis. Rock and chip samples were analysed using a 50g fire assay for gold and a 10g aqua regia, 32-element inductively coupled plasma optical emission spectroscopy (‘ICP-OES’). Samples with visible gold or returning >10 g/t gold by fire assay are subject to a screen fire assay analysis. Stream sediment samples were analysed using 1000g bulk leach extractable gold analysis with Leachwell accelerant followed by ICP-MS with a 10g sample split for aqua regia 32 element ICP-OES analyses.
Stream samples were field screened fine fraction (minus 80 mesh) with a collected mass of 10-12kgs. Soil samples were field screened to minus 4mm with a collected mass of approximately 4kg. All samples were split by a two-tier riffle splitter in a secure storage facility into a laboratory sample and a retained reference sample.
NxGold advises that the Mt Roe Gold project is an early stage exploration project utilising an evolving gold deposit model for a paleo-placer style of mineralisation. Abundant exploration work is required to understand the previously unrecognised sedimentary geology and confirm if the source(s) of the coarse gold is located within NxGold Ltd.’s tenements. There is no certainty of the discovery nor definition of a mineral resource.
The scientific and technical information in this news release has been prepared or approved by Darren Lindsay , P.Geo., Vice President Exploration and Development, of the Company, a “qualified person” within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Cautionary Statement Regarding “Forward-Looking” Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to activities, events or developments that the Company expects or anticipates will or may occur in the future including whether the proposed acquisition will be completed. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among others, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known mineral reserves or resources, reliance on key management and other personnel, potential downturns in economic conditions, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, and risks generally associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
SOURCE NxGold Ltd.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2018/26/c2204.html
Original Source: https://bit.ly/2AovUyu
To state that Oil has been through some tough sledding in recent sessions would be a colossal understatement. After recently hitting the skids for an unprecedented twelve consecutive sessions, this decline represents a rout never before witnessed.
Looking at this chart, you’d think global demand had fallen off a cliff.
Aside from Trump telegraphing warnings to OPEC not to cut production, there seems to be a perception out there that oil is fast becoming obsolete, that it’s going away, that the global shift toward a greater reliance on EV’s (electric vehicles) will render it a useless commodity overnight.
Not true. Not by a highway mile. The Big Three automakers continue to crank out traditional gas-powered vehicles, producing more in a single day than Tesla will in an entire year. Global oil consumption could top 100 million barrels per day going into 2019.
This next oil chart depicts the last five years of trading. The $50 level looks as if it could represent a fairly decent support zone. It’s also a big round number.
The market often succumbs to these big round numbers as if by some powerful gravitational pull.
My take of this support zone (horizontal line drawn in blue): a decent bounce from here, if not a bottom, could be in the cards short term.
For sure, the rumblings coming out of the Whitehouse and OPEC will continue in the weeks and months to come. For sure, the volatility we’ve witnessed recently will have made its masterpiece by year-end (Bill Shakespeare voice). But this current situation could represent a rare opportunity to back up the truck on asset rich companies at deeply discounted prices.
As the Chinese have been preaching for centuries…
Jericho Oil Corp (JCO.V), a micro-cap in the oil space, is one of those rare company’s that had the foresight to stoke up its treasury while the going was good, before the market imploded several years back. With roughly $13M in the company coffers, it went looking for the right opportunity.
That opportunity came along in the mid-continent of the US – Oklahoma. Today, the company boasts an enviable land position of some 55,000 acres, including 16,000 acres in the Anadarko basin STACK play of Oklahoma.
According to the Fraser Institute’s list of the Most attractive jurisdictions for petroleum development, Oklahoma ranks number 2.
If you are small – relative to the size of the true giants in the industry – you need to be focused. You need to appreciate the opportunity-set in front of you. And you need to know the marketplace you plan to execute in.
By focusing on Oklahoma, they’ve completely mitigated the risk of any sudden systemic governmental shift that could take away their business. Local and state governments are more apt to move Heaven and Earth to see that wells get drilled, and assets get developed.
Nearby communities are tied to oil production. They’re immersed in the culture and fully appreciate the many dividends oil production can generate.
Jericho acquired their position in the STACK for an average of $2,300 per acre. Today, those acres are fetching better than $15k per.
All of the these acquisitions have been drilled in the past. Jericho know there’s a significant resource there. They know the field is productive. They know the oil is extractable.
While the company was in the process of picking off properties on the cheap, they gained the support of three significant shareholders, each taking down a > 10% interest in the company. The names include the likes of…
Make no doubt about it, this 10% plus club represents solid votes of confidence in Jericho’s underlying fundamentals. They represent long-term shareholders, smart money, and strong hands.
Another benefit of engaging these strategic shareholders: No investment banks. No finders fees. With this management team, every penny is a prisoner.
Named after the counties of Sooner, Trend, Anadarko, Canadian, and Kingfisher, the STACK has evolved into a premier North American horizontal development play.
The acronym also represents the multiple, stacked productive formations present in the area:Chestermanning, Meramec, Osage, and Woodford.
This a prolific hydrocarbon system. The STACK’s hallmark: high oil and liquids-rich natural gas content, multiple horizontal target horizons, extensive production history, and historically high drilling success rates.
It’s important to understand that the area is dominated by a handful of large producers – Continental Resources, Devon Energy, Marathon Oil, Alta Mesa Resources, Newfield Exploration, and Chesapeake Energy. These companies have poured billions of dollars into developing their STACK assets. Jericho has positioned itself in the land of giants.
Actually, the above list needs revision…
The recent takeover involving Newfield’s assets pound home the intrinsic value here – the price producers are willing to pay for these STACK assets.
The chart below helps demonstrate why these assets are so damn desirable…
The STACK is among the lowest cost basins on the entire continent. The region is flush with infrastructure. The area has good takeaway capacity – there are good pipes in the ground. Good takeaway capacity means exacting the best possible price for extracted oil.
Another factor driving investment in the region: your typical 1-mile horizontal well produces approximately 500,000 to 1,000,000 barrels of oil equivalent with rates of return greater than 75%. These are serious numbers.
The pennies-on-the-dollar bargains Jericho scooped up in 2015 thru 2017 are not there today. As the market for acres shifted from dirt cheap to overpriced, so has the company’s focus. There have been no acquisitions since September of last year. The company’s focus is now on development. And they have heaps of development runway.
Developing a well is not an overnight process. From a scientific POV, a lot of thought and methodical planning need to go into it. Be that as it may, the company has two wells in the bag and two more coming on.
Producing Operations:
Wardroom (Meramec formation):
Swordspear (Osage formation):
Drilling operations:
Trebuchet (Operator: Armor Energy; Major County – Osage formation)
Valkyrie (Operator: Staghorn Petroleum; Blaine County – Meramec formation)
The company also has a small working interest in two additional Osage formation wells, Ula and Hilltop, operated by ExxonMobil and Alta Mesa Resources respectively. Jericho’s participation in these wells is primarily to gain a greater understanding of the underlying subsurface geology.
Here, the company reported progress on the drilling, completion, and flowback of their most recent Osage and Meramec wells:
The highlights from this news release are as follows…
Drilling Operations:
Trebuchet (Operator: Armor Energy; Major County – Osage formation):
Flowback Operations:
Valkyrie (Operator: Staghorn Petroleum; Blaine County – Meramec formation):
Brian Williamson, CEO of Jericho Oil, had this to say regarding these recent developments:
“The Company continues to deliver on its two-pronged strategy of delineating and de-risking our STACK acreage for the Meramec and Osage formations,” adding, “our second Meramec and Osage formation wells have given our team the added knowledge and confidence in our world-class acreage position. We continue to learn from each well and have put forth best practices on our Trebuchet well to decrease drilling costs in the lateral section. We are excited to provide further updates on the production of these wells by year-end.”
Though Jericho’s current focus is in de-risking and proving-up its 16,000 acres in the STACK, significant upside also exists within the company’s asset portfolio – some 40,000 acres – outside of the STACK. Their drill ready Osage Extension play in northeast Oklahoma is the only one example of a project with significant upside potential.
Equity Guru’s Chris Parry, during a recent conference call with the company, offered this take on the company, its assets, and development strategy. To paraphrase Chris…
‘Jericho has taken a MONEYBALL approach. They got in when everyone else was getting out. They got some nice assets on the cheap. They saved themselves the trouble and expense by purchasing assets that had already been explored and tapped into. They have competitors coming into the area and purchasing assets next door at significantly higher valuations to the prices they paid. They’re treating their money like it’s valuable. All of the above lowers the risk and sets up a nice growth play, even if the price of oil doesn’t cooperate.’
Nice summary. Accurate too.
With 128.7 million shares outstanding and a sub-fifty cent share price, Jericho has an extremely modest market-cap of $61M. This price weakness is unlikely to last.
The company could be on the verge of dramatic production growth. Newsflow should be strong going forward.
Ultimately, Jericho’s goal, via a systematic and methodical approach to development, is to build a world-class blue-chip energy company.
We stand to watch.
END
~ ~ Dirk Diggler
Full disclosure: Jericho Oil is an Equity Guru client.
Greg Nolan, Equity.Guru
Feature gif courtesy of Giphy
Disclaimer: ALWAYS DO YOUR OWN RESEARCH and consult with a licensed investment professional before making an investment. This communication should not be used as a basis for making any investment.
TORONTO , Nov. 26, 2018 /CNW/ – Treasury Metals Inc. (TSX: TML) (“Treasury Metals” or the “Company“) is pleased to announce the Company has entered into a binding term sheet with Extract Capital Master Fund Ltd. and Extract Lending LLC (together “Extract”) to extend the maturity date of the Company’s existing convertible term loan (the “Term Loan”) for three years (the “Loan Amendment”).
The Loan Amendment will amend the maturity date of the Term Loan, extending it for a period of three years from the effective date of closing that is anticipated to be on or about November 30, 2018 . As part of the Loan Amendment, Extract has also agreed to assume the US$2.2 million portion of the US$4.4 million facility previously held by Loinette Company Leasing Ltd. which has agreed to an early payout without penalty. The terms of the Loan Amendment will be subject to TSX approval.
Pursuant to the terms of the Loan Amendment, the Term Loan shall be convertible at the election of Extract into common shares in the capital of the Company (the “Common Shares”) at a conversion price of C$0.36 per Common Share, representing approximately a 50% premium to the closing price of the Common Shares ( November 23, 2018 ), which is the closing date of entering into the binding term sheet.
All other terms of the Term Loan will remain unchanged.
As consideration to Extract for entering into the Loan Amendment, the Company will pay Extract the following: (a) an extension fee of US$110,000, and (b) issue to Extract an aggregate of 600,000 common share purchase warrants (the “Warrants”), entitling Extract to purchase Common Shares at an exercise price of C$0.40 per Common Share for a three-year term. The Company may compel Extract to exercise the Warrants if the volume weighted average price of the Common Shares of the Company is C$0.60 or greater for thirty (30) consecutive trading days.
Exploration Agreement for Weebigee Gold Project
In addition, Treasury Metals is pleased to announce that its wholly owned subsidiary Goldeye Explorations (“Goldeye”) and Sandy Lake First Nation (“SLFN”) have entered into a one-year extension of its Exploration Agreement (the “Exploration Agreement Extension”) on its Weebigee Gold Project to continue exploration activities. The Exploration Agreement has been in effect since November 2013 .
The Weebigee Gold Project is 100% owned by Goldeye/Treasury and subject to an earn-in agreement with current operator Sandy Lake Gold Inc. (“SLG”) effective since April 15, 2015 .
The Weebigee Gold Project is located 227 kilometres north of Red Lake in Northwestern Ontario . In 2014, a 21 drill hole program completed by Goldeye in the western part of the claim package returned significant near surface results, including high grade gold intercepts of 12.86 Au g/t over 6.85 meters and 12.17 Au g/t over 6.2 meters. Further details regarding SLG’s earn-in option agreement and Weebigee are available at Treasury’s website www.treasurymetals.com.
The Exploration Agreement Extension reflects the ongoing collaborative relationship between Treasury Metals and SLFN, within whose Traditional Territory the Project is located. The parties are committed to ongoing meaningful engagement and dialogue with a view to ensuring that the SLFN community participates and benefits as the Project progresses. The Exploration Agreement Extension does not pertain to the additional mineral claims staked by SLG which are outside Goldeye’s Weebigee Gold Project area.
To view further details about the Treasury Metals, please visit the Company’s website at www.treasurymetals.com.
About Treasury Metals Inc.:
Treasury Metals is a gold focused exploration and development company with assets in Ontario, Canada and is listed on the Toronto Stock Exchange (“TSX”) under the symbol “TML”. Treasury Metals Inc.’s 100% owned Goliath Gold Project in northwestern Ontario is slated to become one of Canada’s next producing gold mines. With first-rate infrastructure currently in place and gold mineralization extending to surface, Treasury Metals plans on the initial development of an open pit gold mine to feed a 2,500 tonne per day processing plant with subsequent underground operations in the latter years of the mine life. Treasury Metals is currently in the mine permit process on the Goliath Gold Project.
Follow us on Twitter @TreasuryMetals
Forward-looking Statements
This release includes certain statements that may be deemed to be “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expect, are forward-looking statements. Actual results or developments may differ materially from those in forward-looking statements. Treasury Metals disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.
SOURCE Treasury Metals Inc.
View original content: http://www.newswire.ca/en/releases/archive/November2018/26/c8504.html
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Vancouver, British Columbia, November 20,2018 (Globe Newswire) – Irving Resources Inc. (CSE:IRV) (“Irving” or the “Company”) announces that it intends to conduct a non-brokered private placement to raise approximately $2,083,000 by the issuance of approximately 1,894,000 units (the “Units”) at a price of $1.10 per Unit (the “Private Placement”). Each Unit will be comprised of one common share of the Company and one-half of a share purchase warrants (the “Warrants”). Each whole Warrant will be exercisable for one common share of the Company at a price of $1.75 per share for a period of two years from the date of issue, subject to an accelerated expiry provision.
The Company plans to use the net proceeds of the Private Placement to fund matters related to property exploration in Japan and for general working capital purposes.
About Irving Resources Inc.:
Irving is a junior exploration company with a focus on gold in Japan. Irving also holds, through a subsidiary, Project Venture Agreements with Japan Oil, Gas and Metals National Corporation (JOGMEC) for joint regional exploration programs in the United Republic of Tanzania, the Republic of Malawi and the Republic of Madagascar. JOGMEC is a government organization established under the law of Japan, administrated by the Ministry of Economy, Trade and Industry of Japan, and is responsible for stable supply of various resources to Japan through the discovery of sizable economic deposits of base, precious and rare metals.
Additional information can be found on the Company’s website: www.IRVresources.com.
Akiko Levinson,
President & Director
For further information, please contact:
Tel: (604) 682-3234 Toll free: 1 (888) 242-3234 Fax: (604) 641-1214
info@IRVresources.com
THE CSE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.
This press release does not constitute, and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any “U.S Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of the Company. The securities of the Company have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
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