No Offering, Not for Distribution

This website and the material contained herein (together, the “material”) are for information purposes only and may not be reproduced or distributed to any other person or published, in whole or part, for any purpose whatsoever. The information is subject to, and must be read in conjunction with, all other publicly available information published by AQRU PLC (the “Company”). This does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction. Such an offer can only be made by prospectus or other authorized offering document. These materials or fact of their distribution or communication shall not form the basis of, or be relied on in connection with any contract, commitment or investment decision whatsoever in relation thereto.

No Warranties

Neither the Company nor any director, officer, employee or agent of the Company or any affiliate of the Company make any representation or warranty, express or implied, as to the accuracy or completeness of these materials or the information contained herein, and neither is responsible for any omissions from these materials or any other written or oral communications transmitted to the recipient in the course of its evaluation of the Company. Only those particular representations and warranties, if any, which may be made to a party in a definitive written agreement regarding a transaction involving the Company, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.

The Company does not undertake any obligation to provide the reader of these materials with any update or revisions to these materials or with access to any additional information.

Market Data and Forward-Looking Statements

Market data and industry information referred to in these materials are derived from various publications, industry sources and estimates by the Company. Though the Company believes that the figures contained herein are indicative of the expectations of the industry, such estimates are by their nature inherently inexact.

Neither the access of these materials by any person nor any information contained herein or supplied herewith or subsequently communicated to any person in connection with a proposed transaction involving the Company is or is to be taken as constituting the giving of investment, legal, business or tax advice to any such person. Each such person should make an independent assessment of the merits of pursuing any transaction involving the Company and should consult such person’s own professional advisors.

Certain statements in these materials may constitute “forward-looking” statements. Forward-looking statements can be identified by words including, but not limited to, “may”, “will”, “expect”, “believe”, “plan”, “intend”, “anticipate”, “estimate”, “project”, “future” and other similar terminology (including negative variations thereof) and include, without limitation, statements or information with respect to: the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), planned expansion, and business prospects and opportunities. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations and assumptions regarding the future of the Company’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, the reader should not rely on any of these forward-looking statements. Important risk factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to: economic and financial conditions, including value of and returns generated from financial or cryptocurrency assets, technologies and strategies; the adequacy of the Company’s cash flow and ability to raise sufficient financing to achieve its business objectives; the level of demand and financial performance of the cryptocurrency and decentralized finance industries; strategic actions, including acquisitions and dispositions and the Company’s success in integrating acquired businesses; the occurrence of hostilities, political instability or catastrophic events; changes in consumer demand; developments and changes in laws and regulations, including increased regulation of the cryptocurrency or decentralized finance industry through legislative action and revised rules and standards; and disruptions to the Company’s technology network including computer systems and software.

To the extent any forward-looking statement in these materials constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information or financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to the risks set out above. The Company’s actual financial position and results of operations may differ materially from management’s current expectations and, as a result, the Company’s revenue and expenses. The Company’s financial projections were not prepared with a view toward compliance with published accounting guidelines of International Financial Reporting Standards, or otherwise, and have not been examined, reviewed or compiled by the Company’s accountants or auditors. The Company’s financial projections represent management’s estimates as of the dates indicated thereon. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Without limiting the generality of the foregoing, these materials do not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in the United States. These materials include certain statements, estimates and projections with respect to the operations of the Company and other forward-looking statements within the meaning of section 27(a) of the Securities Act of 1933, as amended, and Section 21(e) of the Securities Exchange Act of 1934, as amended, in addition to forward-looking information within the meaning of securities laws in other jurisdictions. Such statements, estimates and projections reflect various assumptions, which may or may not prove to be accurate or correct, concerning anticipated results and are subject to significant business, economic, competitive and other risks, uncertainties and contingencies, many of which are beyond the control of the Company. Accordingly, there can be no assurance that such statements, estimates and projections will be realized. The forecast and actual results will likely vary, and those variations may be material. Neither the Company nor any director, officer, employee or agent of the Company or any affiliate of the Company make any representations or warranties, express or implied, as to the accuracy or completeness of such statements, estimates and projections or represents that any forecasts will be achieved. The securities of the Company have not been, and will not be, registered in the United States and such securities may not be offered or sold in the United States to U.S. persons unless registered or exempt therefrom.

No Liability

Neither the Company nor any third party providing the materials, nor any of their respective affiliates, directors, employees, advisors or agents will be liable for any indirect, special, incidental, consequential, punitive or exemplary loss, liability or costs, whether arising from negligence, breach of contract or otherwise and regardless whether the damage was foreseeable or not. Neither the Company nor any third party providing the materials nor any of their respective affiliates, directors, employees, advisors or agents will be liable for any loss of profits, business or data. Neither the Company nor any third party providing the materials, nor any of their respective affiliates, directors, employees, advisors or agents will be liable for any damage or loss (especially loss of data, alteration of data, or downtime) caused.

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