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This portal provides a general overview of strategies proposed by Gemsstock Limited (“Gemsstock”) (references to “this portal” in this Important Information section shall include this presentation document and any associated documentation, including cover email or cover letter documentation, delivered with it). This document is qualified in its entirety by reference to the applicable offering memorandum, articles of association or other constitutional document and the applicable subscription agreement relating to the purchase of shares or interests in such Fund. This document is being furnished on a confidential basis for discussion purposes to a limited number of recipients. This portal is intended for the sole use of the person or firm to whom it is provided by Gemsstock. Any reproduction or distribution of this document, in whole or in part, or the disclosure of its contents, without Gemsstock’s prior written consent is prohibited. Gemsstock, and any Fund, accept no responsibility for the information contained in this document and all recipients of this document are urged to carry out their own due diligence into any investment opportunity. Recipients should form their own assessment and take independent professional advice on the merits of investment and the legal, regulatory, tax and investment consequences and risks of so doing. In preparing this document, Gemsstock has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was otherwise used in the preparation of this document. Gemsstock, and any Fund, accept no responsibility to any person for the consequences of any person placing reliance on the content of this document for any purpose. Neither Gemsstock nor any Fund is under any obligation to update the information contained in this portal. Past performance information contained in this document is not an indication of future performance. This document has not been audited or verified by an independent party and should not be seen as any indication of returns which might be received by investors in any Fund. Where projections, forecasts, targeted or illustrative returns or related statements or expressions of opinion are given (“Forward Looking Information”) they should not be regarded by any recipient of this document as a guarantee, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. A number of factors, in addition to any risk factors stated in this document, could cause actual results to differ materially from those in any Forward Looking Information. There can be no assurance that any Fund’s investment strategy or objective will be achieved or that investors will receive a return of the amount invested. This document has not been reviewed or approved by any regulatory authority. This document is not intended to be, nor shall it be construed as, an offer, or a solicitation of an offer, to buy or sell shares or interests of whatever kind, nor to buy or sell shares or interests in any Fund. In the United Kingdom, this communication is being made only to, or directed only at, persons who are: (i) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("FP Order"); (ii) high net worth companies and certain other entities falling within Article 49 of the FP Order; or (iii) any other persons to whom such communication may lawfully be made. It must not be acted, or relied, upon by any other persons. Gemsstock is authorised and regulated by the Financial Conduct Authority (registered number 609070). It is not anticipated that shares or interests in the Fund (“Interests”) will be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any of the states of the United States. Accordingly, Interests will not be offered, sold or delivered directly or indirectly in the United States or to or for the account or benefit of any US Person (as defined in Regulation S promulgated under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state laws. Interests may be offered outside the United States pursuant to the exemption from registration under Regulation S promulgated under the Securities Act and inside the United States in reliance on Regulation D promulgated under the Securities Act. It is not anticipated that the Fund will be registered under the US Investment Company Act of 1940, as amended (the “Investment Company Act”). Any subscriber for Interests that is a US Person will be required to certify that it is an “accredited investor”, as defined in Regulation D promulgated under the Securities Act, and a “qualified purchaser”, as defined in the Investment Company Act. Direct or indirect acquisition or ownership of Interests by US Persons without compliance with applicable US securities laws or in contravention of the relevant provisions of the constituent documents of the Fund will be prohibited. The Shares may be distributed in Switzerland exclusively to qualified investors as defined by Article 10 § 3 of the Collective Investment Scheme Act (the “CISA”) and Article 6 of the Collective Investment Scheme Ordinance (the “CISO”) (“Qualified Investors”). The Fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority (“FINMA”). This Memorandum and/or any other offering materials relating to the Shares may be made available in Switzerland solely to Qualified Investors. Information for Switzerland-Based Qualified Investors Representative: The representative in Switzerland (the “Representative”) is ARM Swiss Representatives SA, Route de Cité-Ouest 2, 1196 Gland, Switzerland. The paying agent in Switzerland is Swissquote AGChemin de la Crétaux 33 CH-1196 Gland, Switzerland. The Articles, the Memorandum (including any supplement hereto) and annual audited reports for the Fund and the Master Fund can be obtained free of charge from the Representative. The place of performance and jurisdiction is the registered office of the Representative, with regards to the Shares offered or distributed in and from Switzerland.
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