STRICTLY PRIVATE AND CONFIDENTIAL Inve In vestor stor Presentat sentation ion USD 225 25-275 75m m Senior r Secured d Bond Issue Septemb mber r 2013 THIS DOCUMENT MAY NOT BE DISTRIBUTED IN, OR TO ANY PERSON RESIDENT IN THE U.S., CANADA, AUSTRALIA OR JAPAN OR TO ANY AMERICAN CITIZEN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933 OR OTHER APPLICABLE EXEMPTIONS AS REGARDS NON-US RESIDENTS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LEGISLATION.
Discla Di laimer imer NO NOT FOR RE RELE LEASE, PUB UBLIC LICATIO ION OR OR DIS DISTRIB RIBUT UTIO ION IN, IN, INT NTO OR OR FRO ROM THE UNIT NITED STATES, AUSTRA RALIA LIA, JAPAN OR OR THE RE REPUB UBLIC LIC OF OF SOUTH AFRIC ICA This presentation (the "Presentation") has been produced by Iona Energy Company (UK) Limited (the "Issuer" or the "Company"), solely for information purposes in connection with a proposed issuance of bonds (the "Bonds") by the Issuer (the "Bond Issue"), as further described herein. Further details regarding the Issuer, the Bonds and the Bond Issue is provided in an offering memorandum (the "OM" or the "Offering Memorandum"), the term sheet (the "Term Sheet") and an agreement for applications to participate in the Bond Issue (the "Application Agreement") (this Presentation, the OM, the Term Sheet and the Application Agreement taken together, the "Bond Issue Materials"). Any decision to invest should be based on a consideration of the Bond Issue Materials as a whole by the investor and their own evaluation of the Company solely in connection with their consideration of the purchase of the Bonds. The Presentation does not in any way purport to be exhaustive or to contain all information that prospective investors may desire or that may be required in order to properly evaluate the business, prospects or value of the Company. Any and all interested parties should conduct their own independent investigation and analysis of the Company and the investment opportunity contemplated herein. They should carefully consider all of the information set forth in the more extensive Offering Memorandum presented by the Company, including all assumptions, reservations, qualifications and risk factors included therein. Neither this Presentation nor the Offering Memorandum contains all of the information that might otherwise appear in a prospectus under applicable securities laws. Pareto Securities AS (the “Manager”) has been retained by the Company as arrangers in connection with the transaction. Neither the Manager nor the Company, its parent company, subsidiaries or affiliates, advisors or representatives provides any undertakings, representations or warranties, express or implied, to the recipient regarding the accuracy or completeness of the information (whether written or oral and whether included in this presentation or elsewhere), concerning the Company or the other matters described herein received by the recipient, whether such information was received through the Manager or otherwise. Any and all liability whatsoever towards the recipient in connection with the matters described herein is hereby expressly disclaimed. For the purposes of the Bond Issue, the Manager's advisors have reviewed certain key documents pertaining to the Company and the Bond Issue. For this purpose, the Manager and its advisors have relied on information furnished solely by representatives of the Company. Neither the Manager, nor any advisor appointed by the Manager, has not conducted any legal, financial or technical due diligence of the Company, nor any other third party verification of the information furnished by the Company. Neither this Presentation nor the Bond Issue have not been reviewed or registered with any public authority or stock exchange. It has been furnished to recipients on a strictly confidential basis and such recipients may not reproduce, redistribute or otherwise pass on, in whole or in part, other than their professional advisors, if any, the Presentation or any information disclosed herein, in meetings or through oral presentations or discussions to any other person without the Company’s explicit approval. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company mentioned herein within the United States of America (the "United States"). The securities of the Company mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, such securities may not be offered or sold in the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This Presentation is only being and may only be distributed to and directed at: (i) persons outside the United Kingdom; or (ii) persons in the United Kingdom who are: (a) a "qualified investor" within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets Act 2000, as amended (the "FSMA"), acting as principal or in circumstances where Section 86(2) of FSMA applies; and (b) also within the categories of persons referred to in Article 19 (investment professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order") (all such persons together being referred to as "relevant persons"). This Presentation does not constitute, or form a part of, and should not be construed as any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor shall it (or any part of it or anything contained or referred to in it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement in relation to a decision to purchase or subscribe for or to enter into, any contract or commitment whatsoever for securities in any jurisdiction. The distribution of this Presentation may also in other jurisdictions be restricted by law. Accordingly, this Presentation may not be distributed in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. The Issuer and the Manager require persons in possession of this Presentation to inform themselves about, and to observe, any such restrictions. September er 2013 Senior Secured ed Bond Issue ue – Corporat ate Present ntat ation ion Page 2
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