SLIDE 1
Company Presentation
November 2017
Disclaimer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. This document is the sole responsibility of, and has been prepared and issued by, Phoenix Global Resources plc (“Phoenix”). For the purposes of this notice, the presentation that follows (the “Presentation”) shall include the slides that follow, hard copies of this document and any materials issued in connection with the presentation. The information contained in this Presentation is subject to verification, completion and amendment even if information presented has been sourced from publicly available information. This Presentation does not comprise an admission document, listing particulars or a prospectus relating to Phoenix or any subsidiary of Phoenix, does not constitute an offer invitation or recommendation to purchase or subscribe for any securities of Phoenix or any of the business or assets described herein, and should not be relied on in connection with a decision to purchase or subscribe for any such securities. This Presentation has not been independently verified by Stockdale Securities Limited (the “Nomad”). No reliance may be placed for any purpose, whatsoever on the information contained in the Presentation or the completeness or accuracy of such information. No guarantee, representation or warranty, express or implied, is given by or on behalf of Phoenix or the Nomad, or any of such person's directors, officers, advisers, agents or employees nor any other person as to the fairness, sufficiency, accuracy or completeness of the information or opinions contained in the Presentation and the accompanying verbal presentation and neither Phoenix, nor the Nomad, nor any of such person's directors, officers, advisers, agents or employees or any other person accepts any liability for any loss whatsoever arising from any use of this presentation or its contents or any such information or opinions (including in the case of negligence or otherwise). In addition, no duty of care or otherwise is owed by any such person to recipients of the Presentation or any other person in relation to the Presentation. The Nomad is authorised and regulated in the United Kingdom by the Financial Conduct Authority and acts for the Company and no one else in connection with the Presentation. The Nomad will not be responsible or liable to anyone other than the Company for providing the protections afforded to clients of the Nomad. This Presentation should not be considered as the giving of investment advice by the Nomad, the Company or any of its shareholders, directors, officers, agents, employees or advisors. Each party to whom this Presentation is made available must make its own independent assessment of the Company after making such investigations and taking such advice as may be deemed necessary. For the purposes of the United Kingdom’s Financial Services and Markets Act 2000 (“FSMA”), the Presentation is exempt from the general restriction in section 21 of FSMA on the communication of invitations or inducements to engage in investment activity on the grounds that they are directed at (i) persons having professional experience in matters relating to investment and who are investment professionals (as defined in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); or (ii) high net worth companies unincorporated associations and other bodies (as defined in article 49 of the Financial Promotion Order) or (iii) other persons to whom it may be lawfully communicated (all such persons together being referred to as "Relevant Persons"), and the investments or investment activities to which the Presentation relates are available only to Relevant Persons and will be engaged in only with such Relevant
- Persons. The Presentation must not be acted on by persons who are not Relevant Persons. Any recipient of the Presentation who is not a Relevant Person (as described above) should not rely on the Presentation and should return the Presentation
immediately to Phoenix and take no other action. This Presentation does not constitute, or form part of or contain any offer or invitation to sell or issue, or any offer to subscribe for, underwrite or otherwise acquire, or dispose of, any securities in Phoenix in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. If and to the extent the Presentation is communicated in, or an offer of the securities is made in, any member state of the European Economic Area ("EEA") that has implemented the Prospectus Directive (each, a "Relevant Member State"), it is only addressed to and is directed exclusively at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors") (or who are persons to whom it may otherwise be lawfully communicated). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. No offer of securities in Phoenix is being or will be made in the United Kingdom in circumstances which would require such a prospectus to be prepared. The Presentation has not been approved by any competent supervisory authority. The Presentation is not for distribution in, nor does it constitute an offer of securities for sale in the United States, Canada, Australia, New Zealand, Japan, the Republic
- f South Africa or in any jurisdiction where such distribution or offer is unlawful. Neither the Presentation nor any copy of them may be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or
indirectly, in whole or in part, in or into the United States of America, its territories or possessions or to any US person as defined in Regulation S under the US Securities Act 1933, as amended (the “Securities Act”). Any failure to comply with this restriction may constitute a violation of United States securities laws. The Presentation is not an offer of securities for sale in the United States. The distribution of the Presentation in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about and observe any such restrictions. The securities will not be registered under the applicable securities laws of the United States, Canada, New Zealand, Japan, South Africa or Australia and, subject to certain exemptions, may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. The past performance of the Company and its securities is not, and should not be relied on as, a guide to the future performance of the Company and its securities. The information contained in this Presentation includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements involve numerous assumptions, risks, uncertainties and other factors and the actual results may vary. These forward-looking statements may be identified by the use of forward-looking terminology, such as the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions and include estimates, forecasts and statements as to management's expectations. These forward-looking statements include all matters that are not historical facts. Factors that may cause actual results and events to vary include, but are not limited to, general economic and/or business and/or political conditions, changes in law and/or regulation, Phoenix's ability to develop its strategy, competition, and future changes to current plans and strategy. There can be no assurance that the results and events contemplated by the forward-looking statements contained in this Presentation will, in fact, occur. These forward-looking statements made by Phoenix or on behalf of Phoenix speak only as of the date they are made. Phoenix does not undertake any obligation to revise these forward-looking statements to reflect events, circumstance or unanticipated events occurring after the date of this Presentation except as required by law or regulation.