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Subject to certain exceptions, the materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for the securities in Canada, United States, Australia, New Zealand, Japan or South Africa or any jurisdiction or jurisdictions in which such offers or sales are unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In particular, the securities referred to herein and on the pages that follow have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, re-sold, taken up, pledged, delivered, distributed or otherwise transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
There will be no public offer of the securities in Canada, United States, Australia, New Zealand, Japan or South Africa. The securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, through CREST or otherwise, in, Canada, United States, Australia, New Zealand, Japan or South Africa or to or for the benefit of any resident of, Canada, United States, Australia, New Zealand, Japan or South Africa, or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.
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