Disclaimer – IMPORTANT

 

RECOMMENDED MANDATORY CASH OFFER (“OFFER”) FOR HIGHLAND GOLD MINING LIMITED (“HGML”) BY FORTIANA HOLDINGS LIMITED (“FHL”) (OR ITS AFFILIATE)

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN ANY CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH HGML REGARDS AS UNDULY ONEROUS.

THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE “INFORMATION”) PUBLISHED BY HGML AND/OR FHL RELATING TO THE OFFER IN COMPLIANCE WITH THE UNITED KINGDOM’S CITY CODE ON TAKEOVERS AND MERGERS (“CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

The full terms and conditions of the Offer are set out in the formal offer document published by FHL on 21 September 2020. In deciding whether or not to accept the Offer, shareholders of HGML should rely only on the information contained and procedures described in the formal Offer Document.

Access to information relating to the Offer

You are attempting to enter this Microsite, which is designated for the publication of electronic versions of documents and information in connection with the Offer.

If you would like to view the Information in this Microsite, please read this notice carefully – it applies to all persons who view this Microsite and, depending upon whom you are and where you live, it may affect your rights or responsibilities. This notice and the information contained herein may be altered or updated from time to time by HGML, and should be read carefully each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of HGML.

For regulatory reasons, HGML has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view Information relating to the Offer, you are required to read the following and then, if you are able to agree, press “I AGREE” below. If you are unable to agree, you should press “I DISAGREE” and you will not be able to view Information relating to the Offer.

Overseas Persons

The Information is not for publication or distribution, directly or indirectly, into any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for HGML or FHL or would otherwise violate the law of that jurisdiction (a Restricted Jurisdiction) and the availability of the Information to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person (including custodians, nominees and trustees) resident or located outside the United Kingdom who wishes to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view the Information on the Microsite, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page. HGML and FHL and their advisers do not assume any responsibility for any violation by any person of these restrictions. Similarly, the Information is not being, and must not be, released or otherwise forwarded, downloaded, mailed, transmitted, distributed, shared or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not forward, download, mail, transmit, distribute, share or send it in, into or from a Restricted Jurisdiction.

By clicking “I AGREE” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that HGML is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite by clicking on the “I DISAGREE” box below and seek independent advice.

To the fullest extent permitted by applicable law, HGML, FHL and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.

Various contents of this Microsite have been prepared in accordance with English law and the Code, and, accordingly, the information disclosed may not be the same as that which would have been made available in jurisdictions outside the United Kingdom.

Notice to US investors

The Offer is being made to HGML Shareholders resident in the United States in reliance on, and compliance with, Regulation 14E and the related rules promulgated under the US Securities Exchange Act of 1934 (the “US Exchange Act”), and otherwise in accordance with the requirements of the UK City Code on Takeovers and Mergers, the UK Panel on Takeovers and Mergers, the London Stock Exchange and the UK Financial Conduct Authority. The Offer is being made in the United States by FHL and no one else.

The Offer relates to the shares of a Jersey incorporated company that is not registered under the US Exchange Act and is admitted to trading on AIM and is subject to disclosure and other procedural requirements, format and style which are different from those in the United States including with respect to withdrawal rights, offer timetable and settlement procedures. However, FHL will, to the extent practicable, comply with US requirements where they relate to the timing of payments.

For the avoidance of doubt, although the payment and settlement procedures with respect to the Offer are subject to the relevant UK rules, which differ from US payment and settlement procedures, FHL will, to the extent practicable, pay consideration promptly so as to comply with US requirements.

Financial information included on this website has been or will be prepared in accordance with accounting standards applicable in Jersey and Cyprus as applicable, and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration by a US holder for the transfer of its HGML Shares pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States federal, state and local, as well as non-US and other, tax laws.  Each HGML Shareholder is urged to consult their independent professional adviser immediately regarding any acceptance of the Offer including, without limitation, the tax consequences of the Offer applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders to enforce their rights, effect service of process within the United States and/or enforce any claim and claims arising out of the US federal securities laws, since HGML is incorporated under the laws of Jersey and FHL is organised under the laws of Cyprus, and the majority of the officers and directors of HGML and FHL are residents of countries other than the United States. It may not be possible to sue FHL or HGML, or any of their respective directors, officers or affiliates, in a non-US court for violations of US laws, including US securities laws. It may be difficult to compel FHL, HGML and their respective directors, officers and affiliates to subject themselves to the jurisdiction of a US court. There is doubt as to the enforceability in the United Kingdom or Jersey of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgments of a US court.

Neither the SEC nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy of the information contained on this Microsite. Any representation to the contrary is a criminal offence in the United States.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

This notice shall be governed by, and interpreted in accordance with, English law.

Forward-looking statements

This Microsite and the Information may contain certain “forward-looking statements” regarding the financial position, business strategy or plans for future operations of HGML and its group of companies and FHL and its group of companies. These statements are statements of future expectation that are based on the current expectations and assumptions of the management of HGML and/or FHL (as applicable) and are naturally subject to uncertainty and changes in circumstances that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. All statements other than statements of historical fact included in any document, are, or may be deemed to be, forward-looking statements. Forward-looking statements also often use words such as “will”, “may”, “should” “believe”, “expect”, “estimate”, “probably”, “seek”, “intend”, “anticipate” and words of a similar meaning. By their nature, forward-looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants; fluctuations in interest and exchange rates; the occurrence of unforeseen disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation; and general, local and global economic, political, business and market conditions and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document, and investors should not place undue reliance on forward-looking statements as a prediction of actual results. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Each forward-looking statement contained in this Microsite speaks only as at the specified date of the relevant document within which the statement is contained. None of HGML and FHL nor any of their respective affiliates assumes any obligation to, and does not intend to, revise or update any forward-looking statements (whether as a result of new information, future events or otherwise), except as required pursuant to applicable law or regulation. Readers should not place undue reliance on any forward-looking statements.

Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for HGML.

Basis of access to Information

Access to the electronic version of any Information relating to the Offer is being made available by HGML in good faith and for information purposes only. Any person seeking access to the Information on this Microsite represents and warrants to HGML that he or she is doing so for information purposes only. Making Information relating to the Offer available in electronic format on this Microsite is not intended to and does not constitute, or form part of, an invitation or offer to sell or dispose of or the solicitation of an offer to buy, acquire or subscribe for, shares in HGML nor does it constitute an invitation, solicitation or recommendation by HGML or FHL or any other person to any other person to take any other action in relation to the Offer.

You should not forward, transmit or show the information contained in this Microsite to any person. In particular, you should not forward or transmit the information contained in this Microsite in or into any Restricted Jurisdiction. Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

If you are in any doubt about the contents of this Microsite or, where applicable, the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser. Any actions or decisions required by HGML’s shareholders in connection with the Offer should only be made on the basis of the information set out in documents sent to or made available to HGML’s shareholders.

This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.

Responsibility

Subject to any continuing obligations under applicable law or any relevant regulatory requirements, HGML and FHL and any of their affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this Microsite, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.

In relation to any materials contained on the Microsite, the only responsibility accepted by the directors of HGML and its affiliates and/or any other responsible representatives of HGML (the “Responsible Persons”) is for the correctness and fairness of their reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Microsite and not for any other information on the website which you may visit on leaving the Microsite.

None of the Responsible Persons, HGML, FHL or any of their employees, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this Microsite or HGML’s or FHL’s website by a third party.

Confirmation of understanding and acceptance of disclaimer

By clicking the link below labelled “I AGREE” you represent and warrant to HGML and FHL that:

  • you have read and understood the terms set out above and which you understand may affect your rights and responsibilities and irrevocably agree to be bound by its terms;
  • you are not (nor do you act on behalf of someone who is) resident in any country or jurisdiction that renders the accessing of the Microsite illegal or otherwise resident in any Restricted Jurisdiction;
  • you are lawfully entitled to access the Information available to you in this Microsite under all applicable laws and regulations and are otherwise permitted to proceed to the Microsite;
  • you will not print, download, or otherwise seek to copy, mail, send, forward, transmit, share, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
  • you intend to access the Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
  • no person (including, without limitation, HGML, FHL or their respective directors, partners, employees, agents or advisers) will breach any applicable law or regulation in connection with your access to this Microsite.
I AGREE I DISAGREE