Disclaimer for Cosultancy and Facilitation.Please read.
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Confidential: This document is for the confidential use of the recipients only, is copyright and is not to be reproduced in whole or part without the express written authority of BoxRED Corporate (a division of Merkin Pastoral Holdings Pty Ltd ACN056384975) of Suite 604, 99 Bathurst St, Sydney NSW (Postal PO Box A1200 Sydney South NSW 1235) Australia. Foreign Investors: should note that Australia’s disclosure provisions do not apply to offers received by foreign investors outside of Australia as they are quite simply out side the jurisdiction of the Corporation Act 2001 (Cth).Disclosure: BoxRED Corporate (and/or its related entities (possibly including Merkin Pastoral Holdings Pty Ltd , Merkin Management Pty Ltd , Merkin Investments Pty Ltd, The Rothsey Family Trust, BoxRED Corporate, Pinefilm Entertainment and, or the Rothsey Family Superannuation Fund)) (“The Merkin Group of Companies”) are likely retained by the Company either directly or indirectly in this capital raising and will likely receive selling fees from the Company. The Merkin Group are also likely retained by the Company either directly or indirectly as a corporate adviser to the Company on commercial terms. BoxRED’s directors and staff (including The Merkin Group of Companies) may participate in the current Offer on their own accounts. Investors will be provided with a document in their capacity of institutional and / or qualified and/or professional and/or exempt investor(s) by the Company. This document will not be a prospectus and the information contained therein will not constitute an offer or an invitation to enter into any type of financial transaction, nor an act of distribution, a solicitation or an offer to sell or buy any investment product in any jurisdiction in which such distribution, offer or solicitation may not be lawfully made. BoxRED are not regulated by the Australian Securities and Investments Commission nor the Securities and Futures Commission in Hong Kong and does not hold either an Australian Financial Services License or a SFC License.BoxRED can offer advice and services where it is lawful to do so on an exempt and unlicensed basis in an unregulated environment. BoxRED can facilitate introductions and outcomes through Government , business or financial service industry organisation professionals and qualified exempt sophisticated and professional investors in certain circumstances in certain jurisdictions where it is lawful to do so. As consultants BoxRED can assist parties in an unregulated and unlicensed capacity in a buy sell or other transaction but make no legal warranties or representations of any kind as to the Buyer, Seller or Transaction as to the Transaction.Risks: There are various risks in relation to any investment in the company stated in this report. These risks include but are not limited to the company’s current and future financial position and operational matters generally. Each investor must make their own assessment of the company and the associated risks before making a decision to invest. Disclaimer and Warning: All information, terms and pricing set out in this document is indicative, based on, among other things, market conditions at the time of this writing and is subject to change without notice. This document is for informational purposes only and is neither an offer to sell securities, or other financial products nor a solicitation of an offer to buy securities, or other financial products. BoxRED Corporate, its related entities and each of their respect directors, officers and agents (together the Disclosers) have prepared the information contained in these materials in good faith. However, no warranty (express or implied) is made as to the accuracy, completeness or reliability of any statements, estimates or opinions or other information contained in these materials (any of which may change without notice) and to the maximum extent permitted by law, the Disclosers disclaim all liability and responsibility (including, without limitation, any liability arising from fault or negligence on the part of any or all of the Disclosers) for any direct or indirect loss or damage which may be suffered by any recipient through relying on anything contained in or omitted from these materials. Any reader is strongly advised to make their own enquiries and seek independent professional advice regarding information contained in these materials. In no way shall BoxRED Corporate and its related entities (“The Merkin Group of Companies”) be deemed to be holding itself out as a fiduciary of the recipient hereof. The recipient must independently evaluate any investment include the tax, legal, accounting and credit aspects of any transaction. Financial products and trading strategies of the type described herein may involve a high degree of risk, and the value of such financial products may be highly volatile and may be adversely affected by the absence of a market to provide liquidity. Past performance is not indicative of future performance. To the extent that this document, or any document (whether produced by BoxRED Corporate, the Company or any other party) whose receipt by the recipient was facilitated by BoxRED Corporate includes any financial product advice, the advice is of a general nature only and does not take into account any individual’s objectives, financial situation or particular needs. Before making an investment decision an individual should assess whether it meets their own needs and consult a financial advisor, taxation advisor, legal practitioner, the product disclosure statement, prospectus and/or available research in respect of the financial product. The Merkin Group of Companies does not make markets in the financial securities referred to in this document. The Merkin Group of Companies and its directors and employees may hold such financial securities and may, as principal or agent, buy or sell such financial securities. This Document does not constitute and should not be interpreted as either an investment recommendation or and/or advice, including legal tax accounting advice. This Document does not constitute a commitment by any member of The Merkin Group of Companies to invest or otherwise participate in any transaction. Although every attempt has been made to verify the accuracy of the information contained in the Document, liability for any errors or omissions (except any statutory liability which cannot be excluded) is specifically excluded by The Merkin Group of Companies , its associates, officers, directors, employees and agents.The content has been approved for distribution by BoxRED Corporate. Forward-Looking Statements: This Document may contain certain statements which constitute forward-looking statements or information (“forward-looking statements”), including statements regarding the use of proceeds. These forward-looking statements are based on certain key expectations and assumptions, including assumptions regarding the general economic conditions in Australia and globally, industry conditions in Australia and the operations of the Company. These factors and assumptions are based upon currently available information and the forward-looking statements contained herein speak only as of the date hereof. Although the Company believes the expectations and assumptions reflected in the forward-looking statements are reasonable, as of the date hereof, undue reliance should not be placed on the forward-looking statements as the Company can give no assurances that they will prove correct and because forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. These risks include, but are not limited to: uncertainties and other factors that are beyond the control of the Company; global economic conditions; risks associated within the industries in which the Company operates; prices and exchange rate changes; specific and general operational risks associated delays or changes in plans; specific risks associated with the ability to execute production sharing contracts, ability to meet work commitments, ability to meet capital expenditures; risk associated with stock market volatility and the ability of the Company to continue as a going concern. The Company assumes no obligation to update any forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements, except as required by securities laws.Country specific disclosures: Australian Investors: It is important to note that the information contained in this document is for sophisticated, professional or other investors qualifying for exceptions to disclosure rules under part 6D.2 of sections 708, 708AA and 708A of the Corporations Act 2001 (Cth) where disclosure is not required.Persons wishing to invest will be required to acknowledge in writing that they have not received a disclosure document under part 6D.2 of the Corporations Act in relation to disclosure and /or small scale offering exemptions. US Investors: This material is intended for use by “major U.S. institutional investors” (as defined in Rule 15(a)-6 of the U.S. Securities Exchange Act of 1934, (SEA 1934)). Transactions by or on behalf of any “major U.S institutional investors” or “U.S institutional investors” (as defined in Rule 15(a)-6 of the SEA 1934 in any listed security mentioned in this document (whether produced by BoxRED Corporate, the Company or any other party) whose receipt by the recipient was facilitated by BoxRED Corporate may only be effected through U.S. registered broker dealer. The securities that may be offered have not and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sol within the United States or to or for the account of or on behalf of a U.S Person absent registration or an application exemption from the registration requirements of such Act or laws. The information upon which this material is based was obtained from sources believed to be reliable, but has not been independently verified. Therefore, its accuracy is not guaranteed. Additional and supporting information is available upon request. This is not an offer or solicitation of an offer to buy or sell any security or to make any investment. Any opinion or estimate constitutes the preparer’s best judgement as of the date of preparation and is subject to change without notice. If we recommend a broker to you that broker and their associates or affiliates, and their respective officers, directors and employees may buy or sell securities mentioned herein as agent or principal for their own account. United Kingdom: This report is issued and distributed by BoxRED Corporate only where it is not required to be authorised and regulated by the Financial Services Authority (FSA) and only to persons falling within Articles 19 (5), 38, 47 and 49, of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (all such persons together being referred to as “relevant persons”). Directors, officers and employees of such entities are also included provided their responsibilities regarding those entitles involve engaging in investment activity. Persons who do not have professional experience relating to investments should not rely on this document, or any document (whether produced by BoxRED Corporate, the Company or any other party) whose receipt by the recipient was facilitated by BoxRED Corporate . Canada: The investments or investment services referred to in this document (whether produced by BoxRED Corporate, the Company or any other party) whose receipt by the recipient was facilitated by BoxRED Corporate are available in Canada only to “Designated Institutions”, as defined by the Securities Act (Ontario). Hong Kong : BoxRED does not carry on a business in a regulated activity in Hong Kong and is not a licensed corporation or registered institution pursuant to (section 114(1) and (2) of the SFO) and does not actively market, whether by ourself or another person on our behalf and whether in Hong Kong or from a place outside Hong Kong, to the Hong Kong public any services that we provide, which would constitute a regulated activity if provided in Hong Kong would require to be made by a registered institution (section 115 of the SFO). You must be a Professional Investor as specifically defined in Part 1 of Schedule 1 to the SFO (include classes of persons such as intermediaries, authorized financial institutions, insurance companies and recognized exchange companies. Paragraph (j) of the definition empowers the SFC to prescribe by rules under section 397 to include additional classes of persons as “professional investors”, either generally or for the purposes of any provision of the SFO.Generally, the Rules prescribe four additional classes of persons in terms of the value of assets they manage or have, as professional investors for application throughout the SFO including its subsidiary legislation except Schedule 5 to the SFO a) any trust corporation having been entrusted under the trust or trusts of which it acts as trustee with total assets of at least HK$40 million or its equivalent in any foreign currency; (b) any individual (either alone or with his spouse or children on a joint account) having a portfolio1 of at least HK$8 million or its equivalent in any foreign currency; (c) any corporation or partnership having either a portfolio1 of at least HK$8 million or total assets of at least HK$40 million or its equivalent in any foreign currency; and(d) any corporation whose sole business is to hold investments and which is wholly owned by an individual who (either alone or with his spouse or children on a joint account) falls within the description in paragraph (b) above. You may not act on this document or any document (whether produced by BoxRED Corporate, the Company or any other party) whose receipt by the recipient was facilitated by BoxRED Corporate if in doing so it breaches section 175 of the SFO which generally prohibits an offer of securities to a person by an intermediary unless the offer is accompanied by an offering document with the detailed information prescribed under law.Other International Investors: International investors outside Australia, the US, UK or Canada are encouraged to contact their local regulatory authorities to determine whether any restrictions apply to their ability to purchase this investment. Recipient Representations/Warranties: By accepting this document , or any document (whether produced by BoxRED Corporate, the Company or any other party) whose receipt by the recipient was facilitated by BoxRED Corporate, the recipient represents and warrants that he or she is entitled to receive such report in accordance with the restrictions set out in this Document and agrees to be bound by the limitations contained herein. Any failure to comply with these limitations may constitute a violation of law.
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