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EXHIBIT D
HELIUM CROSS-SECTION IN THE DEXTER FIELD
Innovation
Secure Resources for a Secure America
Contact
Community
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INVESTMENT IN OIL AND GAS SECURITIES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY PRIVATE PLACEMENT MEMORANDA OR SELLING LITERATURE. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE COMMISSION HAS NOT MADE A DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THIS PRIVATE PLACEMENT MEMORANDUM (“MEMORANDUM”) HAS NOT, PRIOR TO ITS ISSUANCE AND USE, BEEN REVIEWED BY ANY FEDERAL OR STATE AGENCY, SECURITIES COMMISSION OR REGULATORY AUTHORITY. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY SUCH AGENCY, SECURITIES COMMISSION OR AUTHORITY. FURTHERMORE, NO AGENCY, SECURITIES COMMISSION OR AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. NEITHER THIS WEBSITE, NOR THE DELIVERY OF A MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE AN IMPLICATION THAT NO CHANGE HAS OCCURRED IN THE MATTERS DISCUSSED HEREIN. HOWEVER, IF A MATERIAL CHANGE OCCURS, The investment MEMORANDUM WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY. THE COMPANY RESERVES THE RIGHT TO CHANGE THE TERMS OF THIS OFFERING, INCLUDING THE PURCHASE PRICE, MINIMUM PURCHASE AMOUNT AND TERMS OF PAYMENT FOR SECURITIES.
PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM THE COMPANY, ITS OFFICERS OR EMPLOYEES AS LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN LEGAL COUNSEL, ACCOUNTANT, OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT AND ITS SUITABILITY FOR HIM.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS. Certain statements contained in this Memorandum that are not statements of historical fact may constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements are subject to risks and uncertainties, as described below. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, capital expenditures, the payment or non-payment of dividends, capital structure and other financial items, (ii) statements of plans and objectives of Helium4K, including plans or objectives relating to the Helium4K wells or other exploration, (iii) statements of future economic performance, and (iv) statements of assumptions underlying the statements described in (i), (ii) and (iii). Forward-looking statements can often be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “should,” “could,” “intends,” “plans,” “estimates” or “anticipates,” variations thereof or similar expressions. Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions. The future results of operations, financial condition and business operations may differ materially from those expressed in these forward-looking statements. Investors are cautioned not to put undue reliance on any forward-looking statement. Any forward-looking statement contained herein is made as of the date of this document. The Company does not undertake to publicly update or correct any of these forward-looking statements in the future.