The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in Australia, Canada, Japan, the Republic of South Africa or the United States or in any jurisdiction in which such offers or sales are unlawful (the "Excluded Territories"). Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of Australia, Canada, Japan, the Republic of South Africa or the United States. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States or its territories, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of the Company's Securities in the United States.
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