Verde Investment Highlights
TLGY
Disclaimer (continue)
Non-GAAP Financial Information
Certain financial information and data contained in this presentation are unaudited and do not conform to Regulation S-X. Accordingly, such information may not be included in, may be
adjusted in, or may be presented differently in, any proxy statement/prospectus or registration statement or other report or documents to be filed or furnished by TLGY with the SEC. Some
of the financial information and data contained in this presentation, including EBIDTA, has not been prepared in accordance with United States generally accepted accounting principles
("GAAP"). TLGY and Verde believe this non-GAAP financial information to be a helpful measure to assess Verde's operational performance and for financial and operational decision-making.
You should review Verde's audited financial statements prepared in accordance with GAAP, which will be included in the Form S-4.
Additional Information and Where to Find it
In connection with the Proposed Transaction, TLGY intends to file a registration statement on Form S-4 with the SEC, which will include a preliminary prospectus with respect to its securities
to be issued in connection with the Proposed Transaction and a preliminary proxy statement with respect to a stockholder meeting at which TLGY's stockholders will be asked to vote on the
Proposed Transaction. TLGY and Verde urge investors, stockholders, and other interested persons to read, when available, the Form S-4, including the proxy statement/prospectus, any
amendments thereto, and any other documents filed with the SEC, before making any voting or investment decision because these documents will contain important information about the
Proposed Transaction. After the Form S-4 has been filed and declared effective, TLGY will mail the definitive proxy statement/prospectus to stockholders of TLGY as of a record date to be
established for voting on the Proposed Transaction. TLGY's stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: TLGY Acquisition
Corporation, [email protected]. These documents, once available, can also be obtained, without charge, at the SEC's website www.sec.gov.
Participants in the Solicitation
TLGY and its directors and officers may be deemed participants in the solicitation of proxies of TLGY's shareholders in connection with the Proposed Transaction. Security holders may obtain
more detailed information regarding the names, affiliations, and interests of certain of TLGY's executive officers and directors in the solicitation by reading TLGY's final prospectus filed with
the SEC on December 3, 2021, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the Proposed Transaction when they become available.
Information concerning the interests of TLGY's participants in the solicitation, which may, in some cases, be different from those of their shareholders generally, will be set forth in the proxy
statement/prospectus relating to the Proposed Transaction when it becomes available. These documents can be obtained free of charge from the source indicated above. Verde and its
directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of TLGY in connection with the Proposed Transaction. A list of the
names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the proxy statement/prospectus for the Proposed
Transaction.
No Offer or Solicitation
Neither the dissemination of this presentation nor any part of its contents is to be taken as any form of commitment on the part of TLGY or Verde or any of their respective affiliates to enter
any contract or otherwise create any legally binding obligation or commitment. This presentation does not constitute or form part of any offer or invitation to sell, or any solicitation of any
offer to purchase any interests in TLGY or Verde, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or
investment decisions relating thereto, nor does it constitute a recommendation regarding the interests in TLGY or Verde. No securities commission or regulatory authority in the United
States or in any other country has in any way opined upon the accuracy or adequacy of this presentation or the materials contained herein. This presentation is not, and under no
circumstances is to be construed as, a prospectus, a public offering or an offering memorandum as defined under applicable securities laws and shall not form the basis of any contract.
Verde
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