Closing of Fundraising and Admission

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Reykjav ík,Dec 17, 2024 (WORLD WIRE SERVICE)– THIS NEWS AND THE INFO HAD HEREIN IS RESTRICTED AND IS EXCEPT LAUNCH, MAGAZINE OR CIRCULATION, DIRECTLY OR INDIRECTLY, IN ENTIRE OR PARTLY, IN OR RIGHT INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER TERRITORY IN WHICH IT WOULD BE UNLAWFUL TO PERFORM SO. PLEASE SEE THE CRUCIAL NOTIFICATIONS AREA WITHIN THIS NEWS.

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THIS NEWS IS FOR INFO PURPOSES ONLY, AND DOES NOT CONSTITUTE OR KIND COMPONENT OF ANY DEAL OR INVITE TO OFFER OR CONCERN, OR ANY SOLICITATION OF AN DEAL TO ACQUISITION OR SUBSCRIBE FOR, ANY STOCKS OF AMAROQ MINERALS LTD.

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THIS NEWS CONSISTS OF DETAILS AS STATED UNDER THE MARKETPLACE MISUSE POLICY NO 596/2014, WHICH BELONGS TO ICELANDIC LEGISLATION BECAUSE OF THE ACT NO 60/2021 ON MEASURES AGAINST MARKET MISUSE AND ASSIMILATED POLICY NO 596/ 2014 AS IT CREATES COMPONENT OF THE LEGISLATION OF THE UK BECAUSE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON MAGAZINE OF THIS NEWS VIA A REGULATORY INFO SOLUTION, THIS INFO IS CONSIDERED TO BE IN THE GENERAL PUBLIC DOMAIN NAME.

Amaroq Minerals Ltd

(“Amaroq” or the “Company”)

Closing of Fundraising and Admission

TORONTO, ONTARIO– 17 December 2024– Amaroq Minerals Ltd (GOAL, TSX-V, NASDAQ Iceland: AMRQ), an impartial mining enterprise with a substantial land plan of gold and calculated mineral properties in Southern Greenland, right now introduces higher to its information on 3 and 4 December 2024, the closing of its fundraising in response to which it elevated gross earnings of roughly ₤ 27.5 million (C$ 49.0 million, ISK 4.8 billion) with a placement of 9,150,927 typical shares of the Company in response to the UK Placing, 20,100,648 typical shares of the Company in response to the Icelandic Placing, and a pair of,783,089 typical shares of the Company in response to the Canadian Subscription, which have really been offered and will definitely be confessed to buying and selling on aim, Nasdaq Iceland’s main market, and the TSX-V. An general of 32,034,664 brand-new typical shares have really been put as element of the Fundraising.

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Following admission, Amaroq’s full offered share sources will definitely comprise 397,694,407 typical shares of no par value. Given the Company doesn’t maintain any kind of typical shares in Treasury, this quantity may be made use of by traders because the widespread denominator for the estimations whereby they’ll actually work out if they’re wanted to alert their price of curiosity in, or an adjustment in price of curiosity in, the share sources of the Company underneath the Disclosure Guidance and Transparency Rules and the Icelandic Act No 20/2021 on Disclosure Obligations of Issuers and Notifications on Major Holdings.

The Fundraising Shares will definitely bear authorized resale (maintain) limitations for a length of 4 months and sometime in Canada underneath the related Canadian protections legislations, which will definitely run out on 18 April 2025. Such limitations won’t placed on any kind of Fundraising Shares gotten past Canada.

Net follows the Fundraising will definitely be made use of to reinforce the Company’s functioning sources placement while Nalunaq is in appointing stage and improve improvement potentialities throughout the Company’s profile of properties in Greenland inGreenland More notably, the online earnings from the Fundraising will definitely be to cash higher supply exploration at Nalunaq to extend supply and provides mining adaptability, extra expedition boring at Nanoq to specify supply risk and the expansion probability, monetary investments in mining gadgets, varied different facilities and environment-friendly energy manufacturing to raised optimize procedures in Nalunaq, and enchancment of the Company’s calculated profile, together with JV companions with extra goal expedition, and to provide additional functioning sources.

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Amaroq supervisor, Eldur Olafsson, has really taken half within the Canadian Subscription, getting an general of 582,690 brand-new typical shares standing for gross earnings of roughly ₤ 0.50 million (C$ 0.89 million, ISK 88.2 million) utilizing Vatnar hf. Following Admission, Eldur Olafsson will definitely need an general of 10,084,863 typical shares within the sources of the Company, standing for roughly 2.5 p.c. of the Company’s greater offered share sources.

Amaroq supervisor, Sigurbjorn Thorkelsson, has really likewise taken half within the Canadian Subscription, getting an general of 1,165,382 brand-new typical shares standing for gross earnings of roughly ₤ 1.00 million (C$ 1.78 million, ISK 176.4 million) utilizing Klettar fjarfestingar ehf. Following Admission, Sigurbjorn Thorkelsson will definitely need an general of 12,037,640 typical shares within the sources of the Company, standing for roughly 3.0 p.c. of the Company’s greater offered share sources.

Amaroq supervisor, David Neuhauser, has really likewise taken half within the Canadian Subscription, getting an general of 116,538 brand-new typical shares standing for gross earnings of roughly ₤ 0.10 million (C$ 0.18 million, ISK 17.6 million) utilizing Livermore Strategic Opportunities LP. Following Admission, David Neuhauser will definitely need an general of 14,738,462 typical shares within the sources of the Company, standing for roughly 3.7 p.c. of the Company’s greater offered share sources.

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As such, the Canadian Subscriptions will definitely comprise a “related party transaction” throughout the definition of Multilateral Instrument 61-101– Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and throughout the definition of Policy 5.9 of the TSX-V insurance policies.

Related occasion offers name for the Company to accumulate an official analysis and minority investor authorization except exceptions from these calls for are available underneath related Canadian protections legislations. With regard to the Canadian Subscription, the Company is relying upon the exception from the official analysis calls for and minority authorization calls for in areas 5.5( a) and 5.7( 1 )( a), particularly, of MI 61-101, because the cheap market value of the protections dispersed to, and the issue to contemplate obtained from, celebrations doesn’t surpass 25% of the Company’s market capitalization. The Company didn’t submit a product modification report a minimal of 21 days earlier than the closing of the Canadian Subscription as involvement of the specialists had really not been validated again then and the Company desires to close on a sped up foundation for group elements.

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Panmure Liberum labored as chosen advisor, joint bookrunner and joint dealer, together with Canaccord, that likewise labored as joint bookrunner and joint dealer on the UKPlacing Landsbankinn, Acro and Fossar labored as joint bookrunners on the Icelandic Placing and Landsbankinn labored as knowledgeable. In issue to contemplate for his or her options, Panmure Liberum, Canaccord, Landsbankinn, Acro and Fossar obtained a cash cost equal to C$ 1,857,555.23, together with (i) an general of C$ 274,003.23 (₤ 154,098.88) to Panmure Liberum and Canaccord standing for a 4.0% base cost, 1.0% elective cost and a 0.25% negotiation cost for the UK positioning, consisting of a enterprise financing cost of C$ 124,467.00 (₤ 70,000.00) payable to Panmure Liberum and (ii) an general of C$ 1,049,841.00 to Landsbankinn, Acro and Fossar, standing for an general of three.4% cost for the Icelandic Placing, together with a C$ 533,711.00 underwriting cost payable to Landsbankinn.

The Fundraising undergoes final approval of the TSX-V.

Capitalised phrases not or else specified within the message of this information have really the significances given up the Company’s Fundraising information dated 3 December 2024.

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Enquiries:

Amaroq Minerals Ltd.
Eldur Olafsson, Executive Director and CHIEF EXECUTIVE OFFICER
eo@amaroqminerals.com

Eddie Wyvill, Corporate Development
+44 (0 )7713 126727
ew@amaroqminerals.com

Panmure Liberum Limited (Nominated Adviser, Joint Bookrunner and Corporate Broker)
Scott Mathieson
Nikhil Varghese
Kieron Hodgson
Josh Moss
+44 (0) 20 7886 2500

Canaccord Genuity Limited (Joint Bookrunner and Corporate Broker)
James Asensio
Harry Rees
George Grainger
+44 (0) 20 7523 8000

Landsbankinn hf. (Joint Bookrunner and Underwriter)
Bj örn Hákonarson
Sigur ður Kári Tryggvason
+354 410 4000

Acro verðbréf hf. (Joint Bookrunner)
Hannes Árdal
Þorbjörn Atli Sveinsson
+354 532 8000

Fossar Investment Bank hf. (Joint Bookrunner)
Steingr ímur Arnar Finnsson
Krist ín Alexandra Gísladóttir
+354 522 4000

Camarco (Financial PUBLIC RELATIONS)
Billy Clegg
Elfie Kent
Fergus Young
+44 (0) 20 3757 4980

CRUCIAL NOTIFICATIONS

This Announcement doesn’t comprise, or create element of, a program connecting to the Company, neither does it comprise or embody an invitation or deal to anyone, or any kind of public deal, to subscribe for, acquisition or in any other case receive any kind of shares within the Company or counsel people to take action in any kind of territory, neither will it, or any kind of element of it create the idea of or be counted on about any kind of settlement or as an incentive to take part in any kind of settlement or dedication with the Company.

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This Announcement is just not for journal or circulation, straight or not directly, in or proper into the United States of America, Australia, The Republic of South Africa (“South Africa”), Japan or any kind of varied different territory through which such launch, journal or circulation will surely be unlawful. This Announcement is for particulars capabilities simply and doesn’t comprise a deal to market or launch, or a solicitation of a deal to accumulate, subscribe for or in any other case receive any kind of protections within the United States (together with its areas and belongings, any kind of state of the United States and the District of Columbia (collectively, the “United States”)), Iceland, Australia, Canada, South Africa, Japan or any kind of varied different territory through which such deal or solicitation will surely be unlawful or to anyone to whom it’s unlawful to make such deal or solicitation.

The protections described right here have really not been and will definitely not be signed up underneath the united state Securities Act of 1933, as modified (the “Securities Act”), and won’t be used or marketed within the United States, apart from in response to an appropriate exception from the enrollment calls for of the Securities Act and in conformity with any kind of related protections legislations of any kind of state or varied different territory of the United States, or underneath the protections legislations of Iceland, Australia, Canada, South Africa, Japan, or any kind of state, district or space thereof or any kind of varied different territory exterior the United Kingdom, apart from in response to an appropriate exception from the enrollment calls for and in conformity with any kind of related protections legislations of any kind of state, district or varied different territory of Iceland, Australia, Canada, South Africa or Japan (in all probability). No public providing of protections is being made within the United States, Iceland, Australia, Canada, South Africa, Japan or somewhere else.

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No exercise has really been taken by the Company, Panmure Liberum, Canaccord, Landsbankinn, Acro, Fossar or any one in all their explicit associates, or any one in all its or their explicit supervisors, law enforcement officials, companions, employees, specialists, consultants and/or representatives (collectively, “Representatives”) that will surely permit a deal of the Fundraising Shares or belongings or circulation of this Announcement or any kind of varied different consideration product connecting to such Fundraising Shares in any kind of territory the place exercise for that goal is required. Persons acquiring this Announcement are wanted to coach themselves round and to watch any kind of limitations included on thisAnnouncement Persons (consisting of, with out restriction, candidates and trustees) which have a authorized or varied different lawful duty to onward a replica of this Announcement must search for superb steering previous to taking any kind of exercise. Persons dispersing any kind of element of this Announcement must please themselves that it’s licensed to take action.

This Announcement, because it associates with the UK Placing, is guided at and is simply being dispersed to: (a) if in a participant state of the EEA, people which are licensed financiers (“EEA Qualified Investors”), being people dropping throughout the definition of Article 2( e) of Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”); or (b) if within the United Kingdom, people which are licensed financiers (“UK Qualified Investors”), being people dropping throughout the definition of Article 2( e) of absorbed Regulation (EU) 2017/1129 because it develops element of the laws of the United Kingdom due to the European Union (Withdrawal) Act 2018, as modified (the “UK Prospectus Regulation”), and which are (i) people dropping throughout the which means of “investment professional” in Article 19( 5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as modified (the “Order”) or (ii) people that drop inside Article 49( 2 )( a) to (d) (excessive whole belongings companies, unincorporated organizations, and so forth) of the Order, or (c) people to whom it’d or else be legally linked (all such people described in (a), (b) and (c) with one another being described as “Relevant Persons”).

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The Fundraising Shares have really not been gotten authorised for circulation by syllabus in Canada and won’t be used or marketed in Canada apart from in dependence on exceptions from the calls for to provide the suitable purchaser with a program and, consequently of getting protections in response to this exception or exceptions, explicit securities, civil liberties and coverings given by the related Canadian protections legislations will definitely not be available to the suitable purchaser. The Fundraising Shares will definitely bear authorized resale (maintain) limitations for a length of 4 months and sometime in Canada underneath the related Canadian protections legislations and any kind of resale of the Common Shares ought to be made in response to such resale limitations or in dependence on a available exception because of this. Such limitations won’t placed on any kind of Fundraising Shares gotten past Canada.

For the main target of locals of Australia: This Announcement is just not a program or merchandise disclosure declaration or in any other case a disclosure report for the capabilities of Chapter 6D or Part 7.9 of the Australian Corporations Act 2001 (Cth) (“Corporations Act”) and doesn’t comprise a deal, or an invitation to purchase or subscribe for the Fundraising Shares utilized by this Announcement apart from to the extent that such a deal or invite will surely be allowed underneath Chapter 6D or Part 7.9 of the Corporations Act with out the requirement for a trapped syllabus or merchandise disclosure declaration. In enhancement, for a length of twelve month from the day of downside of the Fundraising Shares, no switch of any kind of price of curiosity within the Fundraising Shares may be made to anyone in Australia apart from to “sophisticated investors” or “professional investors” throughout the definition of areas 708( 8) and (11) of the Corporations Act or in any other case in response to space 707( 3) of the Corporations Act.

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No varied different particular person must act upon or depend on this Announcement because it associates with the UK Placing and people dispersing this Announcement ought to please themselves that it’s licensed to take action. By approving the regards to this Announcement, you stand for and concur that you’re aRelevant Person This Announcement shouldn’t be acted upon or depend on by people that aren’tRelevant Persons Any monetary funding or monetary funding activity to which this Announcement or the Fundraising connects is available simply to Relevant Persons and will definitely be taken half in simply with Relevant Persons.

No providing report or syllabus will definitely be offered in any kind of territory in regards to the points included or described on this Announcement or the UK Placing or the Fundraising, except related in regard to admission to buying and selling in Iceland and no such syllabus is required (in response to both the EU Prospectus Regulation for the target of the deal or sale of the Common Shares, the UK Prospectus Regulation or Canadian protections legislations) to be launched. The providing because it associates with the Icelandic Placing undergoes the exceptions from the duty to launch a program attended to in Articles 1( 4 )( a) and 1( 4 )( b) of the EU Prospectus Regulation.

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Panmure Liberum, which is permitted and managed by the Financial Conduct Authority within the United Kingdom is performing solely for the Company and for no one else in regards to the UK Placing and will definitely not pertain to any kind of varied different particular person (whether or not a recipient of this Announcement) as a buyer in regard to the UK Placing and will definitely not be accountable to anyone aside from the Company in regards to the UK Placing or for giving the securities paid for to their clients or for providing steering in regard to the UK Placing, the Fundraising or any kind of varied different difficulty described on thisAnnouncement The duties of Panmure Liberum, as chosen advisor, are owed solely to the London Stock Exchange and are usually not owed to the Company or to any kind of supervisor or any kind of varied different particular person and appropriately no obligation of remedy is authorised in regard to them. No depiction or service guarantee, reveal or indicated, is made by Panmure Liberum concerning, and no duty in anyway is authorised by Panmure Liberum in regard of, any one of many supplies of this Announcement (with out proscribing the authorized civil liberties of anyone to whom this Announcement is offered).

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Canaccord, which is permitted and managed by the Financial Conduct Authority within the United Kingdom is performing solely for the Company and for no one else in regards to the UK Placing and will definitely not pertain to any kind of varied different particular person (whether or not a recipient of this Announcement) as a buyer in regard to the UK Placing and will definitely not be accountable to anyone aside from the Company in regards to the UK Placing or for giving the securities paid for to their clients or for providing steering in regard to the UK Placing, the Fundraising or any kind of varied different difficulty described on this Announcement.

Acro, which is permitted and managed by the Financial Supervisory Authority of the Central Bank of Iceland, is performing solely for the Company and for no one else in regards to the Icelandic Placing and will definitely not pertain to any kind of varied different particular person (whether or not a recipient of this Announcement) as a buyer in regard to the Icelandic Placing and will definitely not be accountable to anyone aside from the Company in regards to the Icelandic Placing or for giving the securities paid for to their clients or for providing steering in regard to the Icelandic Placing, the Fundraising or any kind of varied different difficulty described on thisAnnouncement Some Icelandic Placees would possibly nonetheless be shoppers of Acro.

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Fossar, which is permitted and managed by the Financial Supervisory Authority of the Central Bank of Iceland, is performing solely for the Company and for no one else in regards to the Icelandic Placing and will definitely not pertain to any kind of varied different particular person (whether or not a recipient of this Announcement) as a buyer in regard to the Icelandic Placing and will definitely not be accountable to anyone aside from the Company in regards to the Icelandic Placing or for giving the securities paid for to their clients or for providing steering in regard to the Icelandic Placing, the Fundraising or any kind of varied different difficulty described on thisAnnouncement Some Icelandic Placees would possibly nonetheless be shoppers of Fossar.

Landsbankinn, which is permitted and managed by the Financial Supervisory Authority of the Central Bank of Iceland, is performing solely for the Company and for no one else in regards to the Icelandic Placing and will definitely not pertain to any kind of varied different particular person (whether or not a recipient of this Announcement) as a buyer in regard to the Icelandic Placing and will definitely not be accountable to anyone aside from the Company in regards to the Icelandic Placing or for giving the securities paid for to their clients or for providing steering in regard to the Icelandic Placing, the Fundraising or any kind of varied different difficulty described on thisAnnouncement Some Icelandic Placees would possibly nonetheless be shoppers of Landsbankinn.

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This Announcement is being offered by and is the only obligation of theCompany No depiction or service guarantee, reveal or indicated, is or will definitely be made concerning, or in regard to, and no obligation or duty is or will definitely be authorised by or in assist of Panmure Liberum, Canaccord, Landsbankinn, Acro and/or Fossar (apart from with regards to Panmure Liberum and Canaccord the duties or obligations that may be enforced by the Financial Services and Markets Act 2000, as modified (“FSMA”) or the regulative routine developed thereunder) and/or by any one in all their explicit associates and/or any one in all their explicit Representatives concerning, or in regard to, the precision, competence, justness or effectivity of this Announcement or any kind of varied different composed or dental particulars offered to or overtly available to any kind of occasion or their explicit consultants or any kind of varied different declaration made or alleged to be made by or in assist of Panmure Liberum, Canaccord, Landsbankinn, Acro and/or Fossar and/or any one in all their explicit associates and/or by any one in all their explicit Representatives in regards to the Company, the UK Placing Shares, the UK Placing, the Common Shares or any kind of element of the Fundraising and any kind of obligation and duty whether or not creating in tort, settlement or in any other case consequently is particularly disclaimed. No depiction or service guarantee, reveal or indicated, is made by Panmure Liberum, Canaccord, Landsbankinn, Acro and/or Fossar and/or any one in all their explicit associates and/or any one in all their explicit Representatives concerning the precision, justness, affirmation, effectivity or adequacy of the main points or level of views included on this Announcement or any kind of varied different composed or dental particulars offered to or overtly available to any kind of occasion or their explicit consultants, and any kind of duty consequently is particularly disclaimed.

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The particulars on this Announcement won’t be despatched or dispersed to any kind of varied different particular person and won’t be duplicated in any kind of method in anyway. Any forwarding, circulation, recreation or disclosure of this Announcement, in complete or partly, is just not licensed. Failure to comply with this regulation would possibly result in an offense of the Securities Act or the related legislations of varied different territories.

This Announcement doesn’t comprise a suggestion worrying any kind of financier’s decisions relative to the UK Placing or any kind of element of theFundraising Recipients of this Announcement must carry out their very personal examination, evaluation and analysis of enterprise, data and varied different particulars outlined on thisAnnouncement This Announcement doesn’t decide or advocate, or profess to find out or advocate, the threats (straight or oblique) that may be associated to a monetary funding within the UK Placing Shares or theCommon Shares The price and price of protections can lower together with up and financiers won’t come again the sum whole spent upon the disposal of the shares. Past effectivity is just not an summary to future effectivity. The supplies of this Announcement are to not be taken as lawful, group, financial or tax obligation steering. Each financier or potential financier must seek the advice of his/her or its very personal counsel, group advisor, financial advisor or tax obligation advisor for lawful, group, financial or tax obligation steering.

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Any signal on this Announcement of the speed at which the Company’s shares have really been acquired or marketed previously can’t be trusted as an summary to future effectivity. Persons requiring steering should communicate with an impartial financial advisor. No declaration on this Announcement is supposed to be a income projection or earnings quote for any kind of length and no declaration on this Announcement must be analyzed to counsel that revenues, revenues per share or income, capital from procedures or complimentary capital for the Company for the current or future financial durations would at all times match or surpass the historic launched revenues, revenues per share or income, capital from procedures or complimentary capital for the Company.

All offers of the Fundraising Shares will definitely be made in response to an exception underneath the EU Prospectus Regulation and the UK Prospectus Regulation from the demand to generate a program. This Announcement is being dispersed and linked to people within the United Kingdom simply in circumstances through which space 21( 1) of FSMA doesn’t use.

The Fundraising Shares to be offered in response to the Fundraising will definitely not be confessed to buying and selling on any kind of inventory market aside from aim, the TSX-V and the Icelandic Exchange.

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Neither the TSX-V neither its Regulation Services Provider (as that time period is specified within the plans of the TSX-V) approves obligation for the competence or precision of this launch.

Forward-Looking Information

This Announcement consists of declarations which are, or may be regarded to be,“forward-looking statements” In some situations, these progressive declarations might be decided by the use progressive phrases, consisting of the phrases “aims”, “anticipates”, “believes”, “could”, “envisages”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should”, “targets” or “will” or, in every occasion, their opposed or varied different variants or comparable phrases. By their nature, progressive declarations embody threats and unpredictabilities since they affiliate with events and depend on circumstances which may or won’t occur sooner or later and parts that are previous the Company’s management. The actual outcomes, effectivity or success of the Company or growths available in the market through which the Company runs would possibly range materially from the long run outcomes, effectivity or success or market growths revealed or indicated by the progressive declarations included on thisAnnouncement The progressive declarations included on this Announcement discuss simply as on the day of thisAnnouncement The Company takes on no duty to improve or modify overtly the progressive declarations included on this Announcement, apart from as wanted as a way to comply with its lawful and regulative commitments.

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