-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VXWoOOyksVabisBK8O2rA4EkYyPqFUFOT8/8t/HYQbVXpeNLPrsVT5PrySgbmzWM CDwTqgtFuve7G7hV+Fo5ww== 0001127855-03-000544.txt : 20031105 0001127855-03-000544.hdr.sgml : 20031105 20031105171809 ACCESSION NUMBER: 0001127855-03-000544 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031105 FILED AS OF DATE: 20031105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NET FORCE SYSTEMS INC CENTRAL INDEX KEY: 0001084201 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: B9 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29031 FILM NUMBER: 03980282 BUSINESS ADDRESS: STREET 1: SUITE #10-EPICUREAN, WOODS CENTRE STREET 2: P.O. BOX W-645 CITY: ST. JOHN'S STATE: B9 ZIP: 00000 BUSINESS PHONE: (268) 562-3452 MAIL ADDRESS: STREET 1: SUITE #10-EPICUREAN, WOODS CENTRE STREET 2: P.O. BOX W-645 CITY: ST. JOHN'S STATE: B9 6-K 1 net6k110503.txt NET FORCE SYSTEMS 6K, 11.05.03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K -------- REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2003. Commission File Number: 0-29031 SINOVAC BIOTECH LTD. (Name of Registrant in its charter) ANTIGUA and BARBUDA (State or other jurisdiction of incorporation or organization) Suite #10-Epicurean, Woods Centre P.O. Box W-645 St. John's, Antigua, West Indies (Address of principal executive offices and zip code) Tel: (268) 562-3452 Fax: (268) 562-3453 (Issuer's telephone and fax numbers) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F Form 20-F X Form 40-F ----- ----- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ----- ----- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ------ INDEX - ----- Item - ---- 1. Change in Name of Registrant 2. Change in Registrant's Certifying Accountant 3. Acquisition of Business 4. Other Material Events 5. Letter of Intent - Exhibit 10.1 6. Letter on Change in Certifying Accountant - Exhibit 16.1 7. Press Release dated October 31, 2003 - Exhibit 99.1 Item 1. Change in Name of Registrant - ------------------------------------- As a result of the Registrant's (now named Sinovac Biotech Ltd.) (the "Company") acquisition of a majority of the outstanding shares of Sinovac Biotech Co., Ltd., the Registrant decided to amend its articles of incorporation to change its name from Net Force Systems Inc. to "Sinovac Biotech Ltd." This name change was approved by resolution of the shareholders of the Registrant. This name change was effected on October 21, 2003 with the Financial Services Regulatory Commission of Antigua and Barbuda. Effective on November 3, 2003 the Registrant will trade under its new name "Sinovac Biotech Ltd." with a new symbol of "SNVBF". Item 2. Change in Registrant's Certifying Accountant - ----------------------------------------------------- On November 5, 2003, the Company terminated its relationship with HJ & Associates, LLC the principal independent accountant of Sinovac Biotech Ltd., a corporation organized under the laws of Antigua During the Company's two most recent fiscal years and any subsequent interim period preceding the termination of HJ & Associates, LLC there were no disagreements with HJ & Associates, LLC which were not resolved on any matter concerning accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of HJ & Associates, LLC would have caused HJ & Associates, LLC to make reference to the subject matter of the disagreements in connection with its reports. HJ & Associates, LLC as the Company's principal independent accountant, did not provide an adverse opinion or disclaimer of opinion to the Company's financial statements, nor modify its opinion as to uncertainty, audit scope or accounting principles. The audit opinions were modified to contain a going concern qualification during the Company's two most recent fiscal years. On November 5, 2003, the board of directors of the Company approved and authorized the engagement of Ellis Foster of 1650 West 1st Ave., Vancouver, B.C., Canada, V6J 1G1, as the principal independent accountant for the Company. Item 3. Acquisition of Business - -------------------------------- On October 30, 2003, Sinovac Biotech Ltd. (the "Company") entered into a letter of intent (the "Letter of Intent") to acquire 100% of the issued and outstanding shares of Tangshan Yian Biological Engineering Co., Ltd. ("Tangshan Yian"), a corporation organized under the laws of the People's Republic of China, through the issuance of 3,500,000 shares of common stock of the Company plus US$2,200,000 in cash, which will be payable by the Company within 12 months from the date of entering into a formal agreement, to the shareholders of Tangshan Yian pro rata. Upon completion of the acquisition of all of the issued and outstanding shares of Tangshan Yian, the former shareholders of Tangshan Yian will hold approximately 11.45% of the Company's outstanding capital stock. The 2 Company's Board of Directors approved the acquisition of all of the issued and outstanding shares of Tangshan Yian on October 30, 2003. About Tangshan Yian Biological Engineering Co., Ltd. - ---------------------------------------------------- "Tangshan Yian" operates in the city of Tangshan, People's Republic of China, as a research and development company specializing in the development and manufacturing of various vaccines including flu vaccines and vaccines for Hepatitis A. Tangshan Yian supplies these vaccines to Sinovac Biotech Co., Ltd., a majority owned subsidiary of the Company. A copy of the Letter of Intent is attached hereto as Exhibit 10.1. Item 4. Other Material Events and Regulation FD Disclosure - ----------------------------------------------------------- This current report contains forward-looking statements regarding future events and future performance of the Company, including statements with respect to consummation of a proposed transaction and commercialization of products, all of which involve risks and uncertainties that could materially affect actual results. Such statements are based on Management's current expectations and actual results could differ materially. Investors should refer to documents that the Company files from time to time with the Securities and Exchange Commission for a description of certain factors that could cause the actual results to vary from current expectations and the forward-looking statements contained in the report. Such filing includes, without limitation, the Company's Form 20-F and Form 6-K reports. Item 5. Letter of Intent - Exhibit 10.1 - ---------------------------------------- Item 6. Letter on Change in Certifying Accountant - Exhibit 16.1 - ----------------------------------------------------------------- Item 7. Press Release dated October 31, 2003 - Exhibit 99.1 - ------------------------------------------------------------ SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SINOVAC BIOTECH LTD. -------------------- Date: November 5, 2003 By: /s/ Wei Dong Yin ------------------------- Wei Dong Yin, President and a Director 3 EXHIBIT INDEX ------------- Number Exhibit Sequential Page Number - ------ ------- ---------------------- 10.1 Letter of Intent 5 16.1 Letter on Change in Certifying Accountant 9 99.1 Press Release dated October 31, 2003 10 4 EX-10.1 3 netexh10_1.txt NET FORCE SYSTEMS 6K, LETTER OF INTENT EXHIBIT 10.1 - ------------ NET FORCE SYSTEMS INC. ---------------------- Suite #10 - Epicurean, Woods Centre P.O. Box W-645 St. John's, Antigua West Indies Tel: (268) 562-3452 October 20, 2003 To: THE BOARD OF DIRECTORS OF - ------------------------- TANGSHAN YIAN BIOLOGICAL ENGINEERING CO. LTD. - --------------------------------------------- 120 Huoju Rd. High Tech. Developing Zone Tangshan Hbei Provence 063000 P.R. China Dear Sirs\Mesdames: Re: OFFER TO PURCHASE ALL OF THE OUTSTANDING PAID UP CAPITAL OF TANGSHAN YIAN BIOLOGICAL ENGINEERING CO. LTD. ("TANGSHAN") FROM THE SOLE OWNER OF THE OUTSTANDING PAID UP CAPITAL OF TANGSHAN BY NET FORCE SYSTEMS INC. ("NET FORCE") ------------------------------------------------------------------------- Subject to and in accordance with the terms and conditions contained herein, this binding letter of intent (the "LOI") will set forth the basic understanding, terms and conditions relating to the proposed acquisition of all of the outstanding paid up capital of Tangshan, a company organized under the laws of the People's Republic of China ("PRC"), (the "Tangshan Capital") from the sole owner of the Tangshan Capital by Net Force, a company organized under the laws of the Country of Antigua, (the "Transaction"). It is intended that the purchase of the Tangshan Capital will qualify under the applicable tax laws as a tax deferred share for share exchange. The parties agree that all reasonable commercial efforts will be made to facilitate the Transaction qualifying under the appropriate subsection of the applicable tax laws and such intention shall be reflected in a formal purchase agreement. By execution of this LOI, the parties agree to enter into a more formal purchaser agreement by way of a share exchange agreement (the "Formal Agreement") and other documents that more fully delineate and formalize the terms outlined in this LOI, as follows: 1. Form of Transaction. Tangshan, Mr. He Ping Wang, the sole owner of the --------------------- Tangshan Capital, and Net Force shall enter into a share exchange agreement (or other appropriate documentation) contemplating that, subject to the approval of shareholders, if required, and other conditions hereinafter set forth, Tangshan and Net Force will exchange all of the Tangshan Capital for 3,500,000 shares of common stock of Net Force plus US$2,200,000 in cash which will be payable by Net Force to Tangshan within 12 months from the date of entering into the Formal Agreement. 2. Formal Agreement. The terms, conditions and provisions governing the ------------------ proposed Transaction will be contained in a Formal Agreement, which will be prepared and executed in form and substance satisfactory to Tangshan and Net Force and their respective legal counsel. 3. Due Diligence. The LOI shall be subject to the following conditions: -------------- (a) Net Force shall complete due diligence to its satisfaction and that of its counsel, as to corporate status, compliance with applicable laws, assets, liabilities, contracts and financial condition and prospects of Tangshan within 30 days of entering into this LOI. 5 (b) Tangshan will provide Net Force and its respective representatives, agents and advisers with reasonable access to, and copies of, all books, records, files and documents in Tangshan's possession as may be reasonably requested by Net Force in order that Net Force may satisfy itself as to all matters relating to the business, ownership, assets, operations and liabilities of Tangshan. 4. Representations and Warranties. The Formal Agreement shall contain usual -------------------------------- and customary representations and warranties by each of Tangshan and Net Force about each such corporation, including but not limited to: (i) due incorporation and good standing; (ii) due authorization of the transactions and agreements relating thereto; (iii) title of each such corporation to its assets; (iv) correctness of financial statements; (v) condition of properties, equipment and other material assets; (vi) absence of undisclosed or contingent liabilities; (vii) absence of any material adverse change since the date of its most recent financial statements in the financial condition, results or prospects of such corporation; (viii) absence of tax liabilities other than on a current basis; (ix) absence of any threatened or pending litigation; (x) continuing validity of contracts, licenses and permits; (xi) that a finder's fee of 350,000 shares of Net Force is to be paid to Mr. Steven Tang upon completion of the Transaction; and (xii) other than the finder's fee of 350,000 shares of Net Force to be paid to Mr. Steven Tang, there are no other finder's fees or commissions payable upon the completion of the Transaction. 5. Indemnification. Each of Tangshan and Net Force shall agree to indemnify ---------------- the other against any loss, damage, expense, judgment or payment (including expenses of investigation, attorney's fees and litigation expenses) resulting from the inaccuracy of any representation or warranty made by such corporation in the Formal Agreement and such indemnity may be accompanied by an escrow of not more than ten percent of the shares of common stock of Net Force contemplated herein to be issued. 6. Consents. Each of Tangshan and Net Force will cooperate with one another --------- and proceed, as promptly as is reasonably practicable to seek to obtain all necessary consents and approvals, and to endeavor to comply with all other legal or contractual requirements for or preconditions to the execution and consummation of the Formal Agreement. 7. Confidentiality. Each of Tangshan and Net Force agrees to treat all ---------------- information (including but not limited to any information identified as "confidential" in writing and any such information which by its content or from the manner in which it is provided could reasonably be deemed to be confidential) concerning the other furnished, or to be furnished, by or on behalf of the other in accordance with the provisions of this paragraph (collectively, the "Information"), and to take, or abstain from taking, other actions set forth herein. The Information will be used solely for the purpose of evaluating the proposed transactions, and will be kept confidential by each corporation and its officers, directors, employees, representatives, agents, and advisors; provided that (i) any of such Information may be disclosed by either corporation to its officers, directors, employees, representatives, agents, and advisors who need to know such information for the purpose of evaluating the proposed transactions, (ii) any disclosure of such information may be made to which each corporation consents in writing, (iii) such information may be disclosed if so required by law and (iv) such obligation of confidentiality shall expire upon such confidential information becoming public by means other than a breach of this paragraph. If the proposed Transaction is not consummated, each of Tangshan and Net Force will promptly return all documents, contracts, records, or properties to the other. The provisions of this paragraph shall survive the termination of this LOI. 6 8. Public Disclosure. Before the closing of the proposed Transaction, neither ------------------ Tangshan nor Net Force shall make any public release of information regarding the matters contemplated herein except (i) that press releases in agreed form shall be issued by Net Force as promptly as is practicable after the execution of this LOI, (ii) that Tangshan and Net Force may each continue such communications with employees, customers, suppliers, franchisees, lenders, lessors, shareholders, and other particular groups as may be legally required or necessary or appropriate and not inconsistent with the best interests of the other party or the prompt consummation of the transactions contemplated by this LOI, and (iii) as required by law. 9. Reasonable Commercial Efforts. Each of Tangshan and Net Force will -------------------------------- negotiate in good faith and use its reasonably commercial efforts to arrive at a mutually acceptable Formal Agreement for approval, execution, and delivery on the earliest reasonably practicable date. Net Force will pursue its due diligence investigation of the business, financial condition and prospects of Tangshan in good faith and with reasonable dispatch. Each party hereto will also use its reasonably commercial efforts (subject to all the terms and conditions hereof and the Formal Agreement) to effect the closing of the Transaction and to proceed with the transactions contemplated in this LOI and the Formal Agreement as promptly as is reasonably practicable. 10. Exclusive Dealing. During the pendency of negotiations between Tangshan and ------------------ Net Force, each of Tangshan and Net Force will not, directly or indirectly, through any officer, director, agent, or otherwise, (i) solicit, initiate, or negotiate with, directly or indirectly, or encourage submission of inquiries, proposals, or offers from, any third party relating to the disposition of the assets, business or any securities of such corporation, or any part thereof (other than transactions in the ordinary course or transactions which have been initiated by a party prior to the date hereof, which in either case will not make inadvisable or impracticable the consummation of the Transaction or transactions contemplated herein) or (ii) subject to fiduciary obligations under applicable law as advised in writing by counsel, participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, the disposition of the assets, business or any securities of such corporation or any part thereof (except as contemplated in clause (i) above), and neither Tangshan nor Net Force will unilaterally terminate these negotiations without cause unless, despite the reasonable commercial efforts of the parties: (a) the transactions contemplated shall not have been approved by the boards of directors of both Tangshan and Net Force; or (b) a material change or event (exclusive of a competing offer) not heretofore known or disclosed to both parties hereto shall have occurred that would make proceeding with such execution and approval of the Formal Agreement or such closing illegal, invalid, or contrary to the fiduciary duties of the board of directors of Tangshan and Net Force. Each of Tangshan and Net Force agrees to immediately disclose to the other the receipt of any offer of a third party for the sale or other disposition of such corporation. 11. Transactions in the Ordinary Course. During the pendency of negotiations -------------------------------------- between Tangshan and Net Force, each of Tangshan and Net Force will not make or agree to make any purchase, sale or other similar transaction of assets, securities or otherwise in an amount in any transaction, greater than $10,000 without the consent of the other party hereto, which consent shall not be unreasonably withheld; except in any such case, for any such transactions which are in the ordinary course and scope of the business of such party. 12. Costs. Tangshan and Net Force will each be solely responsible for and bear ------ all of its own respective expenses, including, without limitation, expenses of legal counsel, accountants, financial and other advisors, incurred at any time in connection with pursuing or consummating the Formal Agreement and the transactions contemplated herein. 13. Termination Date. Except with respect to the provisions of paragraph 7, ------------------ either party hereto may terminate this LOI and thereafter this LOI shall have no force and effect and the parties shall have no further obligations hereunder if, despite the reasonable commercial efforts of the parties, the Transaction or the transactions contemplated herein are not closed by December 31, 2003, if such terminating party is not in breach of any of the binding provisions hereof, unless the deadline date for the closing of Transaction or the transactions contemplated herein are extended as may be mutually agreed to by the parties in writing for a maximum of 14 days per extension. 14. Execution in Counterparts. This LOI may be executed in original or ---------------------------- counterpart form, delivered by facsimile or otherwise, and when executed by the parties as aforesaid, shall be deemed to constitute one agreement and shall take effect as such. 7 15. Governing Law. The situs of this LOI is Vancouver, British Columbia, and -------------- for all purposes this LOI will be governed exclusively by and construed and enforced in accordance with the laws and Courts prevailing in the Province of British Columbia. Dated this 30th day of October, 2003 TANGSHAN YIAN BIOLOGICAL ENGINEERING CO. LTD. ------------------------ Per: /s/ Xianping Wang -------------------------------- Xianping Wang, director NET FORCE SYSTEMS INC. ---------------------- Per: /s/ Lily Wang -------------------------------- Lily Wang, director 8 EX-16.1 4 netexh16_1.txt NET FORCE SYSTEMS 6K, LETTER RE: CHANGE OF ACCT. EXHIBIT 16.1 - ------------ HJ & Associates, LLC -------------------- Salt Lake City, Utah USA Phone (801) 328-4408 Fax (801) 328-4461 November 5, 2003 Office of the Chief Accountant - ------------------------------ Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. USA 20549 Dear Sir and/or Madam: We have read the statements about our firm included under Item 2 in the Form 6-K, dated November 5, 2003, of Sinovac Biotech Ltd. (formerly Net Force Systems, Inc.) to be filed with the Securities and Exchange Commission and are in agreement with the statements contained in paragraphs 1 and 2. We have no basis to agree or disagree with the statements in paragraph 3. Yours truly, "HJ & Associates" HJ & ASSOCIATES, LLC cc: Sinovac Biotech Ltd. 9 EX-99.1 5 netexh99_1.txt NET FORCE SYSTEMS 6K, PRESS RELEASE 10.31.03 EXHIBIT 99.1 - ------------ NET FORCE SYSTEMS INC.SIGNS LETTER OF INTENT TO ACQUIRE TANGSHAN YIAN BIOLOGICAL ENGINEERING CO., LTD. ---------------------------------------------- BEIJING, October 31, 2003 (BUSINESS WIRE) -- Net Force Systems Inc. ("Net Force") (NASD OTC-BB: NTFSF) is pleased to announce that Net Force has entered into a letter of intent to acquire 100% of the issued and outstanding shares of Tangshan Yian Biological Engineering Co., Ltd. ("Tangshan Yian"), a company organized under the laws of the People's Republic of China, through the issuance of 3,500,000 shares of common stock of Net Force plus US$2,200,000 in cash, which will be payable by Net Force within 12 months from the date of entering into a formal agreement, to the shareholders of Tangshan Yian pro rata. The completion of the acquisition of Tangshan Yian by Net Force is subject to Net Force completing due diligence to its satisfaction. If the acquisition of Tangshan Yian is completed, then Tangshan will become and be operated as a wholly owned subsidiary of Net Force. "Tangshan Yian" operates in the city of Tangshan, People's Republic of China, as a research and development company specializing in the development and manufacturing of various vaccines including flu vaccines and vaccines for Hepatitis A. The company supplies these vaccines to Sinovac Biotech Co., Ltd. Net Force currently owns a majority of the outstanding shares of Sinovac Biotech Co., Ltd. as announced in Net Force's press release dated September 29, 2003. As a result of Net Force's acquisition of a majority of the outstanding shares of Sinovac Biotech Co. Ltd., Net Force decided to amend its articles of incorporation to change its name from Net Force to "Sinovac Biotech Ltd." This name change was effected on October 21, 2003. Net Force is currently proceeding with having this name change registered with the NASD Over-the-Counter Bulletin Board to receive a new symbol. Net Force intends to expand Sinovac Biotech Co., Ltd.'s vaccine sales. The research and development operations of Tangshan Yian is expected to supply increased quantities of vaccines to the rapidly expanding Chinese biotechnology industry and to provide new and updated products to be available for the domestic and international markets. Effective on November 3, 2003, Net Force will trade under its new name "Sinovac Biotech Ltd." with a new symbol of "SNVBF". ABOUT SINOVAC BIOTECH CO., LTD. In 2002, Sinovac Biotech Co. Ltd. ("Sinovac") successfully launched sales of its Hepatitis A vaccine - the first of its kind ever developed by Chinese scientists using their own proprietary technology. A GlaxoSmithKline survey suggests that China's market for the Hepatitis A vaccine alone will be worth about US $1.5 billion by 2005. Sinovac is also currently working towards the near-term launch of a combined Hepatitis A&B vaccine for Chinese and foreign markets. Clinical trials for this vaccine have recently been completed and are currently being evaluated. There is only one competing Hepatitis A&B vaccine with a reasonable efficacy and safety profile, GlaxoSmithKline's Twinrix, but its use is limited to individuals over the age of 16. Based on results to date, Sinovac's version of this vaccine is expected to prove safe and effective for the inoculation of China's estimated 300 million children. Sinovac has and expects to develop vaccines that are as safe and efficacious as Western pharmaceutical company products yet are expected to be far less expensive than their Western counterparts - a key competitive advantage in marketing to China and the developing Southeast Asian countries. A study by GlaxoSmithKline has forecasted that the Chinese pharmaceutical market is expected to surpass the United States as the world's largest pharmaceutical market by 2020. 10 In addition to serving its domestic Chinese market, Sinovac is committed to aggressively targeting overseas markets, particularly SouthEast Asia, with its internally developed vaccines. International acceptance of these vaccines is also expected to be underscored by their high approval rating among the highest levels of Chinese government. Specifically, Sinovac's Hepatitis A vaccine has been endorsed by China's National Institute for the Control of Pharmaceutical and Biological Products (NICPBP), an affiliate of the Chinese State Food and Drug Administration (SFDA). The NICPBP agency has been recognized by the World Health Organization for its expertise in the area of drug quality control. For further information please refer to the Company's 6K filing with the SEC on 26 September, 2003 or refer to Sinovac's website at www.sinovac.com. --------------- Contact: Graham Taylor at (415) 548 8881 or (888) 888 8312. MANAGEMENT OF NET FORCE WHO TAKE FULL RESPONSIBILITY FOR ITS CONTENTS HAS PREPARED THIS NEWS RELEASE. THIS NEWS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, WITH RESPECT TO ACHIEVING CORPORATE OBJECTIVES, DEVELOPING ADDITIONAL PROJECT INTERESTS, NET FORCE'S ANALYSIS OF OPPORTUNITIES IN THE ACQUISITION AND DEVELOPMENT OF VARIOUS PROJECT INTERESTS AND CERTAIN OTHER MATTERS. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVE RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN. THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. 11 -----END PRIVACY-ENHANCED MESSAGE-----