Disclosure Statement and Confidentiality Agreement
By clicking below you hereby acknowledge and agree that you are (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), and (ii) accessing the Materials (as defined below) in compliance with all applicable United States federal, state and local securities laws and any applicable securities laws of any non-United States jurisdiction. For purposes hereof, “Fund” shall mean any of the following, as the context requires: Lionhead Resources Fund I, L.P., or any parallel vehicle formed to co-invest alongside or, any feeder fund formed to invest in, any of the foregoing, or any other related vehicle.
You further acknowledge that the information made available to you through the electronic data site of the General Partner (as defined below) (the “Site”), including any posted materials (collectively, the “Materials”), are provided to you at your request on a confidential basis and, other than with respect to the PPM (as defined below), do not constitute an offer to sell or a solicitation of an offer to purchase interests in any Fund in any jurisdiction and are for informational purposes only. Any such offer or solicitation is made only pursuant to such Fund’s confidential private placement memorandum (as amended and/or supplemented from time to time, the “PPM”), which describes the significant risks and other important information related to an investment in such Fund. All of the Materials are qualified in their entirety by reference to the applicable PPM, which should be read carefully prior to subscribing for an interest in the applicable Fund. An investment in any Fund entails a high degree of risk and no assurance can be given that such Fund’s investment objective will be achieved or that investors will receive a return of their capital.
None of the Funds, the general partners of the Funds (each, a “General Partner”), Lionhead Resource Advisors Ltd (“LHRA”), any of their respective affiliates or any of their respective directors, officers, employees, members, partners, shareholders, agents or representatives (collectively, the “LHRA Persons”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the Materials and nothing herein or in the Materials may be relied upon as a promise or representation that the Materials constitute all of the information that may be desirable or required in order to properly evaluate a potential investment in any Fund. In making an investment decision, you must rely on your own examination of the applicable Fund and the terms of the offering, including the merits and risks involved therein. You may request from the applicable General Partner any additional documentation or materials that you wish to review in connection with your due diligence investigation regarding an investment in the applicable Fund. The provision of the Materials in no way supersedes or diminishes your obligation to carry out all necessary due diligence to arrive at an independent decision regarding an investment in any Fund. No person has been authorized to make any statement or to give any information concerning any Fund other than as set forth in the applicable PPM, and any such statements or information may not be relied upon. The Materials speak only as of their applicable date, and the posting of any additional materials on the Site does not imply that the information contained therein is correct as of any time subsequent to such date.
Past or targeted performance is not necessarily indicative of future results and there can be no assurance that any Fund will achieve comparable results or that any Fund will be able to achieve its investment objectives or avoid losses. While LHRA’s valuations of unrealized investments are based on assumptions that LHRA believes are reasonable under the circumstances, the actual realized return on LHRA’s unrealized investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related costs and expenses and the timing and manner of sale, all of which may differ from the assumptions on which the valuations used in the prior performance
data contained in the Materials are based. Accordingly, the actual realized return on these investments may differ materially from the returns indicated in the Materials.
Certain information contained in the Materials constitutes “forward-looking statements” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. In addition, the Materials may include certain projections, forecasts and other estimates, all of which constitute “forward-looking statements.” Such forward-looking statements are based upon assumptions that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties. Due to such risks and uncertainties, including the risk of a downturn in the U.S. and global economy and the risks and uncertainties described in the PPM, actual events and results and the actual performance of any Fund can be expected to differ from the matters reflected or contemplated in such forward-looking statements, and such differences may be material. Actual events are difficult to project and will depend upon factors that are beyond the control of the LHRA Persons. No representation or warranty is made as to future performance of an investment in any Fund or with respect to any of the forward-looking statements contained in the Materials. LHRA does not assume any obligation to update or otherwise revise the Materials to reflect actual circumstances or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, LHRA does not intend to update the Materials to reflect changes in general economic or industry conditions.
The Materials are being provided to you subject to the terms of this Confidentiality Agreement, subject to other applicable provisions of the applicable agreements to which you are or may become a party and subject to the terms of any offering or other materials to which you may have access through the Site. The Materials contain confidential, proprietary, trade secret and other commercially sensitive information, and, by indicating your agreement to the terms of this Confidentiality Agreement and accessing the Materials, you hereby agree that you will keep all such Materials and information strictly confidential and not disclose them to any person or entity not a recipient of login credentials to the Site, to the fullest extent permitted by law. To the extent disclosure of any portion of the Materials is sought, you agree that you will disclose only that portion of the Materials that is legally required to be disclosed and shall, to the fullest extent permitted by law, provide written notice to LHRA within two business days of the request and cooperate with LHRA to avert or otherwise mitigate such request. You agree that you will not attempt to download, scan, copy, print or otherwise capture any of the information contained on the Site, except that you may print or download information for which such capability has been enabled. You will not attempt to circumvent any of the security features of the Site or assist any unauthorized person to access the Site, or the information contained therein, in any way. Login credentials to the Site may only be used by the person to whom they have been issued, and your login credentials to access the Site may be revoked by LHRA at any time and for any reason. Without the prior consent of LHRA, you agree that you will not share your login credentials to the Site with any other person or entity. Any reproduction or distribution of the Materials, in whole or in part, or the disclosure of their contents, without the prior written consent of LHRA is prohibited. You agree that the Materials will not be used for any purpose other than the evaluation of a potential investment in one or more Funds. You agree not to trade in securities on the basis of any information in the Materials. You agree to promptly return to LHRA or, at LHRA’s election, destroy, any Materials that you have downloaded upon request by LHRA. You agree that you will indemnify the LHRA Persons for any losses, damages, costs or expenses that any LHRA Person may incur due to your use or misuse of the Materials or your violation of the provisions hereof, including, without limitation, any attorneys’ fees or other costs incurred by any such LHRA Person in connection therewith.
Notwithstanding the provisions of the immediately preceding paragraph, if you are a fund-of-funds or investment adviser, you may share the Materials with your investors, prospective investors and investment
advisory clients, in each case, who are under a contractual duty to keep such Materials confidential; provided that any unauthorized disclosure, use or retention of Materials by any such party shall be deemed to be a disclosure, use or retention by you for purposes of the immediately preceding paragraph. You agree to advise each such investor, prospective investor or investment advisory client of the restrictions that U.S. securities laws impose upon trading in securities when in possession of material non-public information such as may be contained in the Materials.
Certain information contained in the Materials is based on or derived from published sources, is provided by portfolio companies of funds or entities affiliated with LHRA or is otherwise provided by, based on or derived from other third party sources, which in certain cases has not been updated through the date of the Materials. While such information is believed to be accurate and the sources from which it was obtained are believed to be reliable for the purpose used therein, none of the LHRA Persons has independently verified the assumptions on which such information is based, nor does any LHRA Person assume any responsibility for the accuracy or completeness of such information.
You should not construe the contents of the Materials as legal, business, tax, accounting, investment or other advice. You should consult your own advisors as to legal, business, tax, accounting, financial or other relevant matters concerning an investment in the interests.
The limited partner interests in the Funds will be offered through a private placement to a limited number of qualified investors and have not been registered under the Securities Act or the securities laws of any state or non-United States jurisdiction, nor is such registration contemplated. Interests in the Funds will be offered and sold only to qualifying recipients of the PPM pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Regulation D promulgated thereunder, or another applicable exemption, and in compliance with all applicable United States federal and state and non-United States securities laws. Neither the U.S. Securities and Exchange Commission nor any U.S. state or non-U.S. securities commission has reviewed or passed upon the accuracy or adequacy of the Materials or the merits of the information described therein. Any representation to the contrary is unlawful.
If you are individual, you declare that you are a certified high net worth individual for the purposes of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. You understand that this means:
• you can receive financial promotions that may not have been approved by a person authorized by the Financial Conduct Authority;
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• by clicking on the “I Agree” button you may lose significant rights;
• you may have no right to complain to either of the following: the Financial Conduct Authority; or the Financial Ombudsman Scheme; you may have no right to seek compensation from the Financial Services Compensation Scheme.
You are a certified high net worth individual because at least one of the following applies: (a) you had, during the financial year immediately preceding the date below, an annual income to the value of £100,000 or more; or (b) you hold, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include: (i) the property which is your primary residence or any loan secured on that residence; (ii) any rights under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order
2001; or (iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of your service or on your death or retirement and to which you (or your dependents), or may be, entitled.
You accept that you can lose my property and other assets from making investment decisions based on financial promotions. You are aware that it is open to you to seek advice from someone who specializes in advising on investments.
By clicking on the “I Agree” button in the VDR and, separately, by accessing any part of the Site, you acknowledge that you have read, understand and agree to the above conditions.