ASTRA MINING LTD

INVESTOR DISCLAIMER

THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

An investment in Astra Mining Ltd (“Company”) involves a significant degree of risk and may not be suitable for all recipients of this confidential private information memorandum. Prospective investors should consider carefully whether an investment in the Company is suitable for them in the light of their circumstances and the financial resources available to them. The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Company to inform themselves about and to observe any such restrictions. In making an investment decision, potential investors must rely on their own examination of the Company and the investment opportunity, including the merits and risks involved. Potential investors should inform themselves as to the possible tax consequences, the legal requirements and any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the subsequent holding or disposal of any investment in the Company. This document does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor will it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this document or on its completeness, accuracy or fairness. This document and its contents are confidential, are only directed at persons in the United Kingdom and should not, unless otherwise agreed in writing by the Company be distributed, published or reproduced in whole or in part or disclosed by recipients to any other person for any purpose. By accepting receipt of this document you agree to be bound by the limitations and restrictions above. This document is exempt from the general restriction in section 21 Financial Services and Markets Act 2000 on the communication of invitations or inducements to engage in investment activity on the ground that it is made to persons who are of a kind described in Article 50 (Sophisticated Investors) or made to persons reasonably believed by the Company to be of a kind described in Article 48 (Certified High Net Worth Individuals) or Article 50A (Self-certified Sophisticated Investors) or made only to or directed only at persons reasonably believed by the Company to be of a kind described in Article 19 (Investment Professionals) or Article 49 (High Net Worth Companies, Unincorporated Associations etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) (“FPO”) or to persons to whom it may otherwise be lawful to distribute it. The document has not been approved but would need to be approved if the exemptions stated above did not apply. Any investment or investment activity to which this memorandum relates is available only to such persons or will be engaged only with such persons. Any persons who do not fall within the Articles referred to above should not act or rely upon this document. Accordingly, it should not be copied, distributed, published or reproduced in part or disclosed to any such persons. If you are in any doubt about an investment in the Company, you should consult an authorised person specialised in advising on investments of the kind in question.

REQUIREMENTS FOR INVESTORS

Applications may only be made by an investor who falls within any of the following relevant categories (References to Articles are to Articles of the FPO):

Everyday Investor

A person who in the twelve months preceding this investment has not invested more than 10% of their net assets in unlisted shares or unlisted debt securities, and who undertakes not to do so in the following 12 months.

Investment Professional (Article 19)

  • A person authorised or exempt under the Financial Services and Markets Act 2000;
  • Any other person:
  • Whose ordinary activities involve them in engaging in investment activity to which this document relates for the purpose of a business carried on by them; or
  • Who it is reasonable to expect will so engage for the purposes of a business carried on by them; or 
  • Any person acting in the capacity of a director, officer or employee of such a person when so acting involves them in that entity’s engaging in investment activity.

Certified High Net Worth Individual (Article 48)

A person who has signed, within the period of twelve months ending with the day on which they receive this document, a statement in accordance with the FPO in the terms of which at least one of the following statements applies: 2.1  I had, during the financial year immediately preceding the date of the certificate, an annual income to the value of £100,000 or more; or  2.2  I held, throughout the financial year immediately preceding the date of the certificate, net assets to the value of £250,000 or more. Net assets for these purposes do not include the property which is my primary residence or any loan secured on that residence, any rights of mine under a qualifying contract of insurance within the meaning of the FPO or any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are) or may be, entitled. 

Certified Sophisticated Investor (Article 50)

A person:

2.1  Who has a current certificate from a person authorised under the Financial Services and Markets Act 2000 to the effect that they are sufficiently knowledgeable to understand the risks associated with investments of a kind to which this document relates; 

2.2  Who has signed a certificate, within 12 months from the date on which they receive this document containing a statement:

(a)  That they qualify to be treated as a Certified Sophisticated Investor; and 

(b)  That they are aware that the contents of this document are exempt from the restrictions on financial promotion and that it is open to them to seek independent advice from an authorised person specialising in this kind of investment. 

Self-Certified Sophisticated Investor (Article 50A)

A person who has signed, within the period of twelve months ending with the day on which they receive this document, a statement complying with the FPO and to whom at least one of the following statements applies:

2.1  I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date of the statement; 

2.2  I have made more than one investment in an unlisted company in the two years prior to the date of the statement; 

2.3  I am working, or have worked in the two years prior to the date of the statement, in a professional capacity within the private equity sector, or in the provisions of finance for small and medium enterprises; 

2.4  I am currently, or have been in the two years prior to the date of the statement, a director of a company with an annual turnover of at least £1 million. 

For the full requirements, investors should refer to the relevant Article in the FPO as indicated above.