VULCAN ENERGY SHARE PLACEMENT
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ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY VULCAN ENERGY RESOURCES LIMITED (the “Company”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA), CANADA, JAPAN OR SOUTH AFRICA OR PERSONS IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THESE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTIONPlease read this notice carefully – it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any persons who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The information in the following pages is not intended for, and is not to be made available to, persons in the United States, Canada, Japan or South Africa. Any announcements regarding securities offerings, or references to securities offerings, that are contained on these pages do not constitute an offering of those securities.
In particular, none of the materials herein are an offer of securities for sale in the United States. Any securities referred to in these materials have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.
Any securities referred to in these materials have not been and will not be registered under the securities laws of Canada, Japan or South Africa and may not be offered or sold within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. These materials are only addressed to and directed at persons in member states of the European Economic Area (including Germany) who are “qualified investors” (“Qualified Investors”) within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). Any investment or investment activity to which these materials relate is only available, in any member state of the European Economic Area (including Germany), to and will only be engaged in with Qualified Investors. Any other persons who receive these materials in the European Economic Area (including Germany) should not rely on or act upon it.
In the United Kingdom, these materials are only addressed to, and are directed at persons who are (a) “qualified investors” as defined in Article 2 of the UK Prospectus Regulation (Regulation (EU) 2017/1129 which forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018) and either (i) persons who have professional experience in matters related to investments and who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the “Financial Promotion Order”), or (ii) persons who fall within Articles 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order; or (b) any other persons to whom this information may otherwise lawfully be directed (all such persons under (a) and (b) together being referred to as “relevant persons”).
Any investment or investment activity to which these materials relate is only available, in the United Kingdom, to and will only be engaged in with relevant persons. Any other persons who receive these materials in the United Kingdom should not rely on or act upon them.
If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. This document is not a prospectus, product disclosure statement, or other disclosure or offer document under the Corporations Act 2001 (Cth) or any other Australian laws, and will not be lodged with the Australian Securities Investments Commission or any other financial service regulator. This document does not constitute an offer or solicitation or an invitation or recommendation to subscribe for, acquire or buy securities of the Company, or any other financial products or securities, in Australia.
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IPO-Disclaimer
The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, or Japan or in any jurisdiction in which such offers or sales are unlawful. Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, exercised, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, or Japan 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. Any public offering of securities will be contained in a prospectus that contains detailed information about the issuer and the offered securities, including a discussion of risks, the issuer’s business and relevant financial information. There will be no public offer of securities in the United States.
In member states of the European Economic Area (“EEA”) other than Germany, these materials are only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (“Qualified Investors”). Further, if you are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a Qualified Investor, (b) you have investment discretion with respect to each account, and (c) you have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.
In the United Kingdom, these materials are only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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