Legal notice
Please read the following terms and conditions of use (the “Terms of Use”) carefully before using the www.xtragold.com website (the “Site”). By using or accessing the Site, you acknowledge that you have read the Terms of Use and that you accept and will be bound by the Terms of Use. If you do not agree to the Terms of Use, do not use the Site.
The Terms of Use may be amended from time to time without notice. Accordingly, you should periodically revisit the Site to review the then-current Terms of Use governing your use of the Site.
References to the “Company” in the Terms of Use include Xtra-Gold Resources Corp. (“Xtra-Gold”) and any of its subsidiaries, affiliates and related companies.
Proprietary Rights
The Site, its organization and design, and all information, images, artwork, text, video, audio, pictures and other materials on the Site (collectively the “Content”) are protected by copyright and other proprietary rights, all of which are owned by the Company. You may download information from the Site for your personal, non-commercial viewing, but you may not, directly or indirectly, otherwise copy, reproduce, republish, post, transmit, display, frame in another web page, perform, distribute, modify or create derivative works from the Content without the Company’s prior written approval. You do not acquire ownership rights to any Content by accessing or using the Site, and the Company’s posting of Content on the site does not constitute a waiver of any right in or to such Content.
The Company owns its logo, and all other Company trade-marks and trade names appearing on the Site. Unless otherwise indicated, all other trade-marks appearing on the Site are owned by third parties and are used by the Company under licence. You are prohibited from posting or transmitting to or from Xtra-Gold any unlawful, threatening, libellous, defamatory, obscene, pornographic, or other materials that violate any law.
Disclaimers
This Site and its Content are provided “as is” and “as available”. The Content is believed to be accurate when it was posted on this site. However, the Content may not be accurate, complete or current. To the fullest extent permissible under applicable law, the Company disclaims all representation and warranties, whether express, implied or statutory (including without limitation any warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement). The Company does not represent or warrant that functions contained in the Site will be uninterrupted or error-free, that defects will be corrected, or that the Site or the server that makes it available is free of viruses or other harmful components.
The information and Content contained on the Site is prepared by the Company and is believed to be accurate, but has not been independently audited or verified and is provided for informational purposes only. This information and Content is not to be construed as an offer or as a recommendation to buy or sell securities in any jurisdiction. The Company does not warrant or make any representations regarding the use or the results of the use of any Content in terms of completeness, correctness, accuracy, reliability, usefulness, timeliness, reliability or otherwise. The information and other Content on the Site is not meant to modify, qualify, supplement or amend information disclosed by or on behalf of the Company under corporate, securities or other legislation in any jurisdiction, and should not be used to make investment decisions involving the Company’s securities.
You acknowledge that your access to and use of the Site and the Content will not be free of interruptions, that the Site and the Content may contain bugs, errors, inaccuracies or other limitations, and that the Site may be unavailable from time to time. You assume total responsibility and risk for your access to and use of the Site and the Content.
Website Provided as a Service Only
This Site is not intended as a solicitation or offering of securities in any jurisdiction and the information contained herein in no way should be construed or interpreted as such. No securities commission or other regulatory authority in Canada or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by the Company to that effect. The information on this Site is not intended to modify, qualify, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to the Company and should not be used for the purpose of making investment decisions concerning securities of the Company.
Limitation of Liability
The Company and its officers, directors, employees and representatives will not be liable to you or any other party for any damages of any kind including, without limitation, indirect, special, consequential or incidental damages, lost profits, business interruption or other damages arising directly or indirectly from your use of the Site or the Content, including without limitation your use or reliance on any information or other Content contained on the Site; any inaccuracy or omission in any information or other Content contained on the Site; your use of or reliance on any third-party websites linked to the Site.
Caution Regarding Forward-Looking Statements
This website contains or incorporates by reference “forward-looking statements” within the meaning of applicable Canadian securities legislation and applicable U.S. securities laws. Except for statements of historical fact relating to the Company, information contained herein constitutes forward-looking statements including, but not limited to: statements with respect to the potential of the Company’s properties; the estimation of mineral resources; exploration results; potential mineralization; the future price of gold; the realization of estimates of mineral resources; success of exploration activities; cost and timing of future exploration and development; conclusion of economic evaluations; requirements for additional capital; other statements relating to the financial and business prospects of the Company; and other information as to the Company’s strategy, plans or future financial or operating performance.
Generally, forward-looking statements are characterized by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “is projected”, “anticipates” or “does not anticipate”, “believes”, “targets”, or variations of such words and phrases. Forwardlooking information may also be identified in statements where certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will be taken”, “occur” or “be achieved”.
Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management considered reasonable at the date the statements are made in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that it believes to be relevant and reasonable in the circumstances at the date that such statements are made. Forward-looking information is inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: the actual results of exploration activities; the inherent risks involved in the exploration and development of mineral properties; changes in project parameters as plans continue to be refined; delays in obtaining government approvals; the uncertainties of project cost overruns or unanticipated costs and expenses; uncertainties inherent in conducting operations in a foreign country; title risks related to the ownership of the Company’s projects and the related surface rights and to the boundaries of the Company’s projects; the Company’s limited operating history; uncertainties related to the availability and costs of financing needed in the future; the fluctuation in mineral prices; uninsurable risks related to exploration, development and production; the potential economic viability of the mineral resources comprising the Kibi Gold Project; the risk that the conclusion of studies may not be accurate; uncertainties of operating cost overruns; unexpected adverse changes that may result in failure to comply with environmental and other regulatory requirements; differing interpretations of tax regimes in foreign jurisdictions; uncertainties inherent in competition with other exploration companies; non-governmental organization intervention and the creation of adverse sentiment among the inhabitants of areas of mineral development; uncertainties related to conflicts of interest of directors and officers of the Company; dependence on key management employees; reliance on outside contractors in certain mining operations; labour and employment matters; the presence of artisanal miners; the reliability of mineral resource estimates; the ability to fund operations through foreign subsidiaries; the residency of directors, officers and others; uncertainties related to holding minority interests in other companies; foreign currency fluctuations; unreliable historical data for projects; reliance on adequate infrastructure for mining activities; health and safety risks; compliance with government regulation; the market price of shares of the Company; the payment of future dividends; future sales of shares of the Company; accounting policies and internal controls; and British Virgin Island legal matters. See “Description of the Business – Risks of the Business” in the Company’s latest Annual Information Form for further discussion regarding risk factors.
Although management of the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. The forwardlooking information contained herein is presented for the purpose of assisting shareholders in understanding the Company’s expected financial and operational performance and the Company’s plans and objectives and may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statements contained herein or incorporated by reference herein, except in accordance with applicable securities laws.
Differences in Reporting of Mineral Resource Estimates
Information or documentation on this website were prepared in accordance with Canadian standards for reporting of mineral resource estimates, which differ in some respects from U.S. standards. In particular, and without limiting the generality of the foregoing, the terms “inferred mineral resources,” “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced on this website are Canadian mineral disclosure terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves (the “CIM Standards”). Until recently, the CIM Standards differed significantly from standards in the U.S. The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which will be rescinded from and after the required compliance date of the SEC Modernization Rules. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions under the CIM Standards, as required under NI 43-101. Accordingly, during this period leading up to the compliance date of the SEC Modernization Rules, information regarding mineral resources or mineral reserves contained or referenced on this website may not be comparable to similar information made public by United States companies.
Readers are cautioned that “inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies, except in limited circumstances. The term “resource” does not equate to the term “reserves”. Readers should not assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. Readers are also cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.
Disclosure of Technical and Scientific Information
Readers are advised that National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators governs the disclosure of scientific or technical information made by an issuer concerning a mineral project on a property material to the issuer. All technical information about our mineral properties contained on this Site is subject to the more detailed information filed by the Company with securities regulators. Readers should refer to the latest Annual Information Form of the Company, technical reports and other continuous disclosure documents filed by the Company available at www.sedar.com, for this detailed information, together with the applicable responsible qualified persons, which information is subject to the qualifications, assumptions and notes set forth therein.
Stock Quotes
All quotes are delayed at least 20 minutes unless otherwise stated. All stock price quotes and historical stock price data on the site are provided by third parties, are for informational purposes only, and are not intended for trading purposes. If you are contemplating trading in the Company’s securities, the Company strongly advises that you obtain independent professional advice (including independent legal and financial advice from qualified advisors) before making any investment decision. The Company makes no representation or warranty regarding the timeliness, accuracy or completeness of any stock price quotes or historical stock price data and has not taken any steps to verify the adequacy, timeliness, accuracy or completeness of the information on the Site.
Security and Viruses
E-mail communications between you and the Company may not be secure. We suggest that you encrypt all e-mail to increase the security of your communications with the Company.
The Company has taken precautions to ensure that the Site is free of computer viruses. Nevertheless, you should install and maintain appropriate anti-virus and other protective software. Without limiting any other wording in these Terms of Use, the Company disclaims any and all liability for any computer viruses or other harmful or destructive programs that you may download from the Site.
Privacy
The Company respects your personal privacy. You may use the Site without providing any personal information about yourself other than such personal information as you may specifically and knowingly provide. If the Company asks you to provide any personal information, the Company will tell you the purposes for which the Company intends to use that information. The Company will not collect, use, or disclose that information without your consent, and the Company will not use or disclose that information for any other purposes without your consent.
The Company does collect and maintain statistics relating to the number of visits to the Site, the types of browsers used to access the Site, and the Internet Protocol addresses of Computers accessing the Site. This information is only used for internal purposes.
Linking
The sites that are linked from the Sites are not under the Company’s control, and the Company does not assume any responsibility or liability for any communications or materials available at or from those linked sites. The Company does not investigate, monitor or check those websites for accuracy or completeness. All links are provided for your convenience only; they are not an endorsement or referral by the Company If you wish to provide a link to the Site from your website, you may only link to the Company’s home page at www.xtragold.com. You may not use any of the Company’s icons or logos on your website without the Company’s express written consent, and you may not use the link to suggest that the Company sponsors, endorses, approves of, or is affiliated with, you or your website.
Please be aware that in linking or going to these outside websites, you are leaving the Xtra-Gold’s website and that the Company is not responsible for the content of any other site.
Jurisdiction
These Terms of Use, your access to and use of the Site and the Content, and any claims made at law or in equity against the Company or its directors, officers, employees and representatives, arising out of such access or use or otherwise, will be governed by and construed and interpreted in accordance with applicable British Virgin Island laws.
Other Agreements
If there is any conflict between the Terms of Use and any other agreement between you or your business and the Company, the latter agreements will prevail.
General
If any part of the Terms of Use is unlawful, void or unenforceable, then that part is severable and will not affect the validity and enforceability of the remaining Terms of Use.