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Mendell Helium #MDH – Update on progress

Mendell Helium is pleased to provide the following overview of M3 Helium Corp.’s (“M3 Helium“) assets following a visit in October 2024 by Nick Tulloch, Chief Executive Officer of the Company, to Kansas, USA.

As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium which is based in Kansas and holds an interest in nine wells.  There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.

Highlights

M3 Helium has three potential “company maker” projects

  • Farm in to Scout Energy Partners’ Hugoton acreage
  • 5.1% helium in its high pressure Rost 1-26 well
  • “Big frack” at its Nilson well is producing rising flow rates

Farm in to Hugoton acreage

As announced on 6 November 2024, M3 Helium entered into a farm in agreement with Scout Energy Partners (“Scout Energy”) covering 161,280 acres (252 square miles) of the Hugoton field, one of the best known gas fields in the world.  The agreement includes a minimum target of 25 new wells but M3 Helium estimates a potential 100 – 200 well opportunity within this acreage.

All production from new wells will be delivered to Scout Energy’s gathering system and the Jayhawk processing facility (which produces 4% of the world’s helium).  The offtake is based on a fixed helium price with an annual price escalator based on the consumer price index through to the end of 2029.  The partnership with Scout Energy also includes discounted royalties and operating expenses. No payments are due from M3 Helium until drilling commences or 31 March 2025, if drilling has not commenced prior to 31 March 2025 (and there are no penalties on M3 Helium in the event that it does not proceed with the agreement).

In addition, this exclusive agreement with Scout Energy includes a right of first refusal over any other farm outs in Scout Energy’s 1 million acres in Kansas.

Rost 1-26 well in Fort Dodge

M3 Helium’s flagship well, located in its Fort Dodge prospect, was tested by Shamrock Gas Analysis, Inc. as containing a gas composition of 5.1% helium in July 2024. Thurmond-McGlothlin, LLC also tested a well pressure at 302.7 psi in July 2024.  The flow rate was measured at 47,100 cubic feet per day (47.1 Mcfd), with this result being achieved even though brine levels were 1,058 feet over the perforations.

As announced on 9 September 2024, M3 Helium commenced the installation of its Pressure-Swing Adsorption (“PSA”) modular processing unit to enable purification of helium onsite along with de-watering the well ahead of production.  The latter exercise has led to two conclusions.

Firstly, the likely level of water hauling could be 800-1,000 barrels per day in which case M3 Helium will make use of a nearby former oil well which can be repurposed as a disposal well.  Although there will be an upfront cost, this will be more economic, and payback is expected within months.

Secondly, and more significantly, expectations are that potential flow rates from the Rost well could exceed previous expectations.  The table below illustrates the well’s revenue capability between its existing production rate through to the maximum capacity of the onsite PSA.

Production(Mcf/day) 50 150 250 500 750
Daily revenue ($) 765 2,295 3,825 7,650 11,475
Monthly revenue ($) 22,950 68,850 114,750 229,500 344,250
Annual revenue ($) 275,400 826,200 1,377,000 2,754,000 4,131,000

The above illustrations are based on a helium sale price of US$300 per Mcf and assumes nil value for any other gases or liquids produced by the well.

Nilson “big frack”

On 26 September 2024, the Company announced a second, significantly larger frack, on the Nilson well owned by M3 Helium.  This programme was innovatively funded by local investors and one of the contractors who committed US$170,000 in aggregate to cover the costs for a 25% economic interest in the well.

The frack injected 170,000 gallons of gelled water along with 150,000 pounds of sand.  As far as M3 Helium’s management are aware, this was the Hugoton field’s first large water-based frack stimulation in several decades.

The response from the Nilson well has been impressive.  Typically post-frack production results in a spike and then a subsequent decline in the well.  However, in Nilson’s case, production has steadlily risen by a little under 1 Mcf per day at around 1 cubic foot per 2 minutes.  This is illustrated in the graph below:

At present, there is insufficient data to determine when or where the Nilson well might peak but the M3 Helium team have been studying an analogous frack by Amoco in 1992 which took around 8 months to peak.  It is too early to say whether this case can be used as a reliable guide, but the table below illustrates the well revenue capability between its existing production rate through to where the rate could peak should it continue to grow at the same rate for 8 months.

Production(Mcf/day) 50 100 150 200 300
Daily revenue ($) 143 285 428 570 855
Monthly revenue ($) 4,275 8,550 12,825 17,100 25,650
Annual revenue ($) 51,300 102,600 153,900 205,200 307,800

The above figures are based on a helium sale price of US$350 per Mcf (higher than Rost given that Nilson is tied into Scout Energy’s gathering system) and a NGL (natural gas liquids) sale price of US$0.75 per Mcf.

The significance of Nilson’s performance, aside from the value within this well, is that it provides a reference point and a pathway with which to develop other wells in the region, particularly within the farm in agreement with Scout Energy referred to above.

Nick Tulloch, Chief Executive Officer of Mendell Helium, said: “Since entering into the option to acquire M3 Helium, we have worked hard to develop the company’s asset base and, as shown in recent announcements and today’s update, the results have significantly exceeded our expectations.  Alongside the farm in with Scout Energy, which provides an immediate and cost-effective path to scale our business, the exceptional performance of our flagship Rost well could potentially become a significant contributor to M3 Helium’s cashflow in the coming months. 

“Meanwhile M3 Helium’s innovative larger frack at the Nilson well has provided ample evidence to support further use of this technique to stimulate increased production in Hugoton wells, something that could prove to be a crucially important factor as M3 Helium develops its farm in programme.

“M3 Helium is fortunate to have several advantages – the Hugoton location puts the company in prime production territory, it has access to infrastructure through Scout’s Energy’s gathering system to facilitate rapid monetisation of production, a fee payment structure geared to drilling activities and a farm in agreement along with the right of first refusal over any other Scout Energy farm outs that provides a platform through which our Company can exponentially scale up its operations.” 

The Directors of the Company are responsible for the release of this announcement.

Nick Tulloch will be presenting at the Aquis Showcase on 12 November 2024. Details of the event are available at https://www.eventbrite.co.uk/e/aquis-showcase-tickets-951428316707.

ENDS

Enquiries:

Mendell Helium plc

 

Nick Tulloch, CEO

 

 

 

Tel: +44 (0) 1738 317 693

 

nick@mendellhelium.com

https://mendellhelium.com/

Cairn Financial Advisers LLP (AQSE Corporate Adviser)

 

Ludovico Lazzaretti/Liam Murray

 

Tel: +44 (0) 20 7213 0880
SI Capital Limited (Broker)

 

Nick Emerson

Tel:  +44 (0) 1483 413500
 

Stanford Capital Partners Ltd (Broker)

 

Patrick Claridge/Bob Pountney

 

 

Tel:  +44 (0) 203 3650 3650/51

 

 

Brand Communications (Public & Investor Relations)

 

Alan Green

 

Tel: +44 (0) 7976 431608

 

 

 

Overview of M3 Helium

Mendell Helium, formerly Voyager Life plc, announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium’s shareholders.  The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.

M3 Helium has interests in nine wells in South-Western Kansas of which five (Peyton, Smith, Nilson, Bearman and Demmit) are in production.  Eight of the company’s wells are within the Hugoton gas field, one of the largest natural gas fields in North America.  Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells can quickly be tied into the infrastructure.

The nineth well is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition.  Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorption production plant which could be used to purify the helium on site.

FORWARD LOOKING STATEMENTS

This announcement includes “forward-looking statements” which include all statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “similar” expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law.

Mendell Helium #MDH – M3 Helium acquires further producing wells in the Hugoton Field

Mendell Helium is pleased to announce that M3 Helium Corp. (“M3 Helium”) has acquired interests in three further wells on the western side of the Hugoton gas field in Kansas.  Two of these wells are in production and the third is believed to be suitable for conversion into a water disposal well.

As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium which is based in Kansas and holds an interest in six wells.  There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.

Highlights

  • Acquisition of interests in two further producing wells takes M3 Helium’s total number of wells to eight (not including disposal wells)
  • No consideration was payable on the acquisition
  • M3 helium’s management have identified a path of action to bring the wells to profitability

M3 Helium has acquired an 85 per cent. interest in the Bearman, Demmit and Cockerham wells which are all located on the western side of the Hugoton gas field in Stanton County, Kansas.  The Bearman and Demmit wells are currently producing 25 Mcf/day in aggregate with a helium composition of approximately 0.6 per cent.  The Cockerham well is not currently in production.

The wells are connected to Scout Energy’s Jayhawk gas processing plant via a pipeline operated on vacuum by Energy Transfer LP, one of the largest and most diversified midstream energy companies in North America.

Taking account of water disposal costs, the three wells break even financially at present and, as a consequence, M3 Helium was able to acquire them for nil consideration.  The rationale for the acquisition is that M3 Helium’s management have identified certain steps to take to bring the wells to profitability:

  1. In common with many older wells in the region, helium produced at the Bearman and Demmit wells is not accounted for by the processor, which in this instance is Scout Energy: only the value of methane and natural gas liquids are paid to the producer.If M3 Helium is able to obtain a price for the helium produced then, noting the higher value of helium relative to the other components, this would be transformational for the economics of the two wells.
  2. To date, water produced by the Bearman and Demmit wells is hauled by truck to a disposal site.With the (current) low production, this is a disproportionately high expense of operating the wells.  If the Cockerham well was converted to a water disposal well, the cost of which is estimated at around US$30,000, then it would be economic to increase the frequency of pumping at the Bearman and Demmit wells.  This would produce more water, which would then be efficiently disposed of through the Cockerham well, but it would very probably increase the gas production.  M3 Helium estimate that this would be at least an additional 25 Mcf/day.
  3. Acidising the wells is also expected to increase production of gas although it would also produce additional water.Whilst this is not economic at present, it would be a valuable addition to the wells once a disposal well is in place.

Nick Tulloch, Chief Executive Officer of Mendell Helium, said: “Today’s acquisition is a further example of the progress that M3 Helium is able to make due to its connections in the Kansas region.  Whilst these are not going to be significant producing wells, the incremental production they will provide M3 Helium is at minimal cost.  There is no obligation to spend any funds on the wells but, once the team evaluate the potential advantages of a disposal well, we will be able to assess the ecomomics of extending their production capabilities.

“Through our proposed investment of M3 Helium, we remain committed to increasing our helium production on a cost-effective and rapid basis.” 

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

ENDS

Enquiries:

Mendell Helium plc

 

Nick Tulloch, CEO

 

 

 

Tel: +44 (0) 1738 317 693

 

nick@mendellhelium.com

https://mendellhelium.com/

Cairn Financial Advisers LLP (AQSE Corporate Adviser)

 

Ludovico Lazzaretti/Liam Murray

 

Tel: +44 (0) 20 7213 0880
SI Capital Limited (Broker)

 

Nick Emerson

Tel:  +44 (0) 1483 413500
 

Stanford Capital Partners Ltd (Broker)

 

Patrick Claridge/Bob Pountney

 

 

Tel:  +44 (0) 203 3650 3650/51

 

 

Brand Communications (Public & Investor Relations)

 

Alan Green

 

Tel: +44 (0) 7976 431608

 

 

 

Overview of M3 Helium and the Hugoton North Play

Mendell Helium, formerly Voyager Life plc, announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium’s shareholders.  The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.

M3 Helium has interests in eight wells in South-Western Kansas of which five (Peyton, Smith, Nilson, Bearman and Demmit) are in production.  Seven of the company’s wells are within the Hugoton gas field, one of the largest natural gas fields in North America.  Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells can quickly be tied into the infrastructure.

The sixth well is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition.  Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorption production plant which could be used to purify the helium on site.

Mendell Helium #MDH – M3 Helium signs exclusive farm-in agreement for Hugoton field with Scout Energy

Mendell Helium is pleased to announce that M3 Helium Corp. (“M3 Helium”) has signed an exclusive farm in and fixed price helium agreement with Scout Energy Partners (“Scout Energy”) over 161,280 acres of the Hugoton gas field (“Leases”), one of the largest natural gas fields in North America.

As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium which is based in Kansas and holds an interest in six wells.  There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.

Highlights:

  • Farm in covers 161,280 acres (252 square miles) of the Hugoton gas field
  • Minimum target of 25 new wells but estimated by M3 Helium’s management to be a potential 100 – 200 well opportunity
  • All production delivered to Scout Energy’s gathering system and the Jayhawk processing facility
  • Fixed helium price with an annual price escalator based on the consumer price index from 1 January 2026 through to the end of 2029
  • Discounted royalties and operating expenses agreed with Scout Energy
  • Gathering and processing tariffs waived by Scout Energy in return for methane from the new wells
  • Exclusive agreement with Scout Energy includes a right of first refusal over any other farm outs in Scout Energy’s Kansas acreage
  • US$1 million due from M3 Helium when drilling commences or by 31 March 2025 (whichever is the earlier). In the event that M3 does not proceed with the agreement no fee will become payable.

Overview of the Farm In Agreement

With a term ending on 31 March 2027, the farm in agreement covers seven townships in the Hugoton gas field, with each township being 36 square miles (23,040 acres). The townships are in south-west Kansas, within Scout Energy’s gathering system and proximate to the Jayhawk gas processing plant which is estimated to process around 4% of the world’s helium, processing approximately 700,000 cubic feet per day of crude helium. Scout Energy is the second biggest producer of helium in the United States.

Under the terms of the agreement, M3 Helium is entitled to nominate drilling locations of its choice subject only to maintaining a distance of 1,500 feet from any existing well operated by Scout Energy. The M3 Helium management team estimate potential for not less than 100 wells within the allocated area and up to 200 wells. The agreement has a minimum commitment of 25 wells by 31 March 2026. The wells are permitted to access the Chase and Council Grove gas formations, being around 3,000 feet deep. M3 Helium management estimate that a conventional oil & gas lease over land of the type included in the farm in agreement would be in the region of US$50 per acre. This implies an indicative farm acreage value of over US$8 million.

M3 Helium has no obligation to make any payment to Scout Energy until the first well is commenced (which must be by 31 March 2025). At that time, a one-off fee of US$1 million is due. Should M3 Helium decide not to proceed with the farm in agreement, then it has no financial liability to Scout. If the fee is not received by Scout Energy on or before 31 March 2025, the agreement will be terminated with no further action required by M3 Helium or Scout Energy.

Each well drilled will be connected to Scout Energy’s gathering system. Scout Energy will manage the operations of the wells and the parties have agreed a discounted rate, reflecting the nature of their partnership. Likewise, royalty payments on production have been reduced by a third to support M3 Helium’s expansion plans.

M3 Helium is able to drill both vertical and horizontal wells under the farm in agreement.

If M3 Helium completes and connects at least 25 wells on or before 31 March 2026, M3 Helium shall have the right, but not the obligation, to continue to drill wells and earn wellbore assignments pursuant to the agreement until 31 March 2027.

In the event that M3 Helium fails to drill a minimum of 25 wells prior to 31 March 2026, it may extend the drilling period for a further 12 months to 31 March 2027 by making a further payment (by 31 March 2026) of an amount equal to the shortfall from the 25 wells multiplied by US$50,000. There are no other payments due to Scout Energy, aside from operating expenses, for the remainder of the agreement.

Provided that M3 Helium remains in compliance with the terms of the farm in agreement, its right to drill wells over the acreage specified in the agreement is exclusive. More importantly, the agreement provides M3 Helium with a right of first refusal should Scout Energy be approached by any third parties to farm into its Kansas lands which, in aggregate, amount to over 1 million acres.

Overview of the Hugoton gas field

The Hugoton gas field, located primarily in southwestern Kansas, western Oklahoma, and the Texas panhandle, is one of the largest natural gas fields in North America, deriving its name from the town of Hugoton, Kansas. Discovered in 1927, this field which covers around 8,500 square miles has significantly contributed to the natural gas supply in the United States. Over its long history, more than 12,000 wells have been drilled in the Hugoton field.

The field’s cumulative production is substantial, with over 30 trillion cubic feet of natural gas produced since being discovered. Additionally, it has yielded substantial quantities of natural gas liquids and helium. The natural gas in the Hugoton field of Kansas and Oklahoma, plus the Panhandle Field of Texas, contains unusually high concentrations of helium, ranging between 0.3% to 1.9%. Because of the large size of these fields, they contain the largest reserves of helium in the United States.

Natural gas is produced from several different rock layers and many individual fields. Most of the gas is produced from two rock units, the Chase and Council Grove groups, that were deposited during the Permian Period, about 280 million years ago.page3image43948992

M3 Helium’s farm in acreage covers an area where production to date has indicated a helium content of around 0.6%. M3 Helium estimates that the average life of vertical wells in the Hugoton gas field is around 30 years and management models an 8% annual decline. Drilling costs are expected to be under $300,000 per well with the possibility of cost savings if several wells are drilled in succession. Tie and frack costs are expected to amount to less than $200,000 with the exact cost being dependent on the size of frack proposed.

Overview of Scout Energy

Scout Energy is a private energy investment manager focused on the acquisition, operation and improvement of upstream energy assets and associated midstream energy infrastructure throughout the contiguous United States. Scout Energy’s portfolio currently consists of over 60 assets currently producing over 110,000 BOEPD from over 22,000 wellbores across more than 4 million acres in eight states: Kansas, Texas, Oklahoma, New Mexico, Colorado, Utah, North Dakota, and Montana.

Management changes at M3 Helium

Nick Tulloch, CEO of Mendell Helium, has been appointed as Chairman of the board of M3 Helium as the two companies work closely together to execute the farm in agreement and finalise the exercise of the Company’s option to acquire M3 Helium. A new COO has also recently been appointed by M3 Helium to oversee the company’s portfolio of projects.

Nick Tulloch, Chief Executive Officer of Mendell Helium, said: “This agreement with Scout Energy is the culmination of several months of research of suitable opportunities within the Hugoton gas field and discussions with the Scout Energy team.

“M3 Helium now has low cost access to some of the world’s most prospective acreage for helium extraction. Furthermore, its partnership with Scout Energy guarantees an offtake of all of its production at pre-determined price levels and low operating costs. Natural resources exploration is inherently uncertain but M3 Helium’s agreement provides a level of predictability that many companies in this sector may never achieve.

“We said at the time of our proposed acquisition of M3 Helium that we would demonstrate a scalable business plan. The framework set out in this farm-in agreement establishes that plan and does so on very advantageous terms.

“To put the financial terms of this agreement in context, M3 Helium’s management estimates that a conventional oil & gas lease over land of the type included in the farm in agreement could be at least US$50 per acre implying an indicative value of the farm in acreage of over US$8 million. The US$1 million fee M3 Helium will pay on commencement of drilling represents just 12% of that, plus M3 Helium also receives access to established infrastructure and processing facilities as part of the arrangements.

“Global demand for helium has naturally generated investor interest in the sector. Across UK quoted companies alone, there are a number of different strategies. Ours is straightforward. We have the right to drill new wells in a proven helium producing region. We have a low cost model, partnered with the biggest operator in the region. And we have access to nearby infrastructure and processing.”

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

Enquiries:

Mendell Helium plc

 

Nick Tulloch, CEO

 

 

 

Tel: +44 (0) 1738 317 693

 

http://voyagerlife.uk

nick@voyagerlife.uk

 

Cairn Financial Advisers LLP (AQSE Corporate Adviser)

 

Ludovico Lazzaretti/Liam Murray

 

Tel: +44 (0) 20 7213 0880
SI Capital Limited (Broker)

 

Nick Emerson

Tel:  +44 (0) 1483 413500
 

Stanford Capital Partners Ltd (Broker)

 

Patrick Claridge/Bob Pountney

 

 

Tel:  +44 (0) 203 3650 3650/51

 

 

Brand Communications (Public & Investor Relations)

 

Alan Green

 

Tel: +44 (0) 7976 431608

Overview of M3 Helium

Mendell Helium, formerly Voyager Life plc, announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium’s shareholders.  The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.

M3 Helium has interests in six wells in South-Western Kansas of which three (Peyton, Smith and Nilson) are in production.  Five of the company’s wells are within the Hugoton gas field, one of the largest natural gas fields in North America.  Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells can quickly be tied into the infrastructure.

The sixth well is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition.  Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorption production plant which could be used to purify the helium on site.

M3 Helium has also signed a farm in agreement with Scout Energy Partners over 161,280 acres of the Hugoton gas field giving it the potential to drill between 100 – 200 new wells.  All production will be handled by Scout Energy’s gathering network and the Jayhawk gas processing plant.

FORWARD LOOKING STATEMENTS

This announcement includes “forward-looking statements” which include all statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “similar” expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law.

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