No Prospectus. (a) Assuming the accuracy of the representations of the Purchaser in Schedule E, the offer and sale of the Subscription Shares pursuant to this Agreement is exempt from the prospectus delivery requirements of Securities Laws and no registration of the Subscription Shares under the U.S. Securities Act is required in connection with the offer and sale of the Subscription Shares in the manner contemplated by this Agreement.
(b) The Company has complied in all respects with the requirements of all Laws in relation to the issue of the Subscription Shares, and, forthwith after Closing, the Company shall file such forms and documents as may be required under Securities Laws, including a Form 45-106F1 as prescribed by NI 45-106, if applicable.
No Prospectus. No formal prospectus or registration statement has been filed by the Company with a securities commission or other securities regulatory authorities in the United States or in any other jurisdiction in connection with the offer or issuance of the Common shares and no offering memorandum has been provided to the undersigned. Rather, the undersigned has been provided with an Executive Summary of the business plan of the Company and a two page overview concerning the project.
No Prospectus. The Purchaser has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, prospectus, sales or advertising literature, or any other disclosure document (other than an annual report, annual information form, interim report, information circular or any other continuous disclosure document, the content of which is prescribed by statute or regulation) describing, or purporting to describe, the business and affairs of the Corporation that has been prepared for delivery to, and review by, prospective purchasers of securities of the Corporation in order to assist them in making an investment decision in respect of the securities offered for sale under the terms of this Agreement. The Purchaser has been afforded the opportunity to ask such questions as it deemed necessary of, and to receive answers from, representatives of the Corporation concerning the terms and conditions of the offering of the Securities and to obtain such additional information that the Corporation possesses or can acquire without unreasonable effort or expense that it considered necessary in connection with its decision to invest in the Notes. The Purchaser understands that the purchase of securities hereunder involves a high degree of risk and that the Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision in respect of the purchase of such securities.
No Prospectus. It understands and acknowledges that the Shares are being issued pursuant to exemptions from the prospectus requirements under applicable securities legislation on the basis of representations made by the Subscriber hereunder and that no prospectus has been filed by the Corporation with any securities commission or similar regulatory authority in any jurisdiction, and as a result:
(i) it is restricted from using certain of the protections, rights, remedies otherwise available under applicable securities laws, including statutory rights of rescission or damages;
(ii) it may not receive information that might otherwise be required to be provided to the Subscriber under the applicable securities laws if the exemptions were not being used;
(iii) the Corporation is relieved from certain obligations that would otherwise apply under the applicable securities laws if the exemptions were not being used; and
(iv) the Subscriber hereby expressly waives any and all rights of withdrawal or rescission to which the Subscriber might otherwise be entitled under applicable securities legislation;
No Prospectus. No securities commission or similar regulatory authority has reviewed or passed on the merits of the Notes, the Warrants or the Warrant Shares; there is no government or other insurance covering the Notes, the Warrants or the Warrant Shares; there are risks associated with the purchase of the Notes; and there are restrictions on the Purchaser’s ability to resell the Notes, the Warrants and the Warrant Shares and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the securities.
No Prospectus. No securities commission or similar regulatory authority has reviewed or passed on the merits of the Notes; there is no government or other insurance covering the Notes; there are risks associated with the Notes; and there are restrictions on the Purchaser’s ability to resell the Notes, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the securities.
No Prospectus. In relation to the issuance of the Bonds, no prospectus pursuant to the Prospectus Regulation has been or will be drawn up and approved in the Republic of Austria (or in any other Member State of the European Economic Area (EEA)) and no prospectus pursuant to the Prospectus Regulation has been or will be passported into any Mem- ber State of the EEA as the Bonds will be offered in reliance on an exemption from the prospectus publication requirement under the Prospectus Regulation.
No Prospectus. GF Netherlands understands that the sale of the Asanko Subscription Shares is conditional upon such sale being exempt from the requirements to file and obtain a receipt for a prospectus or registration statement or to deliver an offering memorandum under Applicable Securities Laws, and no prospectus or registration statement has been filed by Asanko with any securities commission or similar regulatory authority under Applicable Securities Laws connection with the issuance of the Asanko Subscription Shares. As a result of acquiring the Asanko Subscription Shares pursuant to such exemptions:
(i) GF Netherlands may be restricted from using some of the protections, rights and remedies otherwise available under Applicable Securities Laws, including statutory rights of rescission or damages in the event of a misrepresentation;
(ii) GF Netherlands may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and
(iii) GF Netherlands is relieved from certain obligations that would otherwise apply under Applicable Securities Laws.
No Prospectus. The Buyer is acquiring the Shares without being furnished any offering literature or prospectus by the Seller.
No Prospectus. 12 3.6 Advertising...................................................13 3.7
