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| 2 This confidential presentation (“Presentation”) is for informational purposes only and is being provided to interested parties solely in their capacity as potential investors for the purpose of evaluating a potential private offering of securities and potential business combination between NuScale Power, LLC (the “Company”) and Spring Valley Acquisition Corp. (“Spring Valley”) and related transactions (the “Proposed Transaction”) and for no other purpose. The information contained herein does not purport to be all-inclusive and none of the Company, Spring Valley, Guggenheim Securities LLC, and Cowen & Company (the “Placement Agents”), nor any of their respective affiliates or respective control persons, officers, directors, employees, advisors, accountants, and other agents and representatives (“Representatives”) makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. By accepting this Presentation, you acknowledge and agree that all of the information contained herein is confidential; you will distribute, disclose, and use such information only for the Purpose; you will cause your Representatives not to copy, reproduce, disclose or distribute to others this Presentation in whole or in part, at any time, without the prior written consent of the Company and that you will keep, and will cause your Representatives to keep, confidential all information contained herein not already public. The Presentation and any oral statements made in connection with the Presentation does not constitute an offer to sell or solicitation to buy any securities, nor the solicitation of a proxy, consent, or authorization in connection with the Proposed Transaction in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which it is unlawful to make such offer or solicitation prior to the registration or qualification under the securities laws of any jurisdiction. ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAW. ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES EXCHANGE COMMISSION (THE “SEC”), ANY STATE SECURITIES COMMISSION OR OTHER UNITED STATES OR FOREIGN REGULATORY AUTHORITY, AND WILL BE OFFERED AND SOLD SOLELY IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY THE SECURITIES ACT AND RULES AND REGULATIONS PROMULGATED THEREUNDER (INCLUDING REGULATION D OR REGULATION S UNDER THE SECURITIES ACT). THIS DOCUMENT DOES NOT CONSTITUTE, OR FORM A PART OF, AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. Certain statements in this Presentation may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the Company’s or Spring Valley’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: plans for research and development programs; expectations regarding the time period over which the Company’s capital resources will be sufficient to fund its anticipated operations; and the expected effects of the Proposed Transaction on the Company and Spring Valley. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “ anticipate,” “believe,” “continue,” “ could,” “ estimate,” “ expect,” “ intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “ should,” “ strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward looking. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable by Spring Valley and its management, and the Company and its management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Spring Valley’s registration statement on Form S-1 relating to its initial public offering, dated November 20, 2020 (“Form S-1”) and its other filings with the SEC, including those risks and uncertainties included in a registration statement on Form S-4 containing a preliminary proxy statement and a preliminary prospectus that is expected to be filed with the SEC under the caption “Risk Factors” which relate to the Proposed Transaction, as well as factors associated with companies, such as the Company, that operate in the energy industry. Such differences may result both from actions within the control of the Company, such as capital investments, asset acquisitions, and marketing initiatives, and from actions outside the control of the Company, such as the demand for the Company’s products, changes in technology, competition and general economic and market conditions. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither the Company nor Spring Valley undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or in the events, conditions or circumstances on which any such statement is based. This Presentation does not purport to summarize all of the conditions, risks and other attributes of an investment in the Company or Spring Valley. The information contained in this Presentation was prepared by the Company and/or obtained from outside sources. All information presented in this Presentation with respect to estimates and projections as to future operations are based on material prepared by the Company and involves significant elements of subjective judgment and analysis, which may, or may not, be correct. Neither the Company nor any of its affiliates assumes any responsibility for the accuracy or completeness of the information contained within this Presentation. This Presentation does not, and if hereafter supplemented, will not, contain all of the information that may be required to evaluate any investment in the Company. The Company makes no representations or warranties, express or implied, as to the accuracy or completeness of the information contained in this Presentation and nothing herein is, or shall be relied upon as a representation or warranty with respect to past or future facts or results. Prospective investors will be responsible for conducting their own independent analysis and due diligence in making an investment decision regarding the Company. The Company reserves the right to require the return of this Presentation at any time. The Company expressly reserves the right, without giving reason therefore, at any time and in any respect, to amend or terminate this Presentation, to terminate discussions with any or all prospective investors, to reject any or all proposals, and to negotiate with any party with respect to a financial commitment involving the Company. Important Notice |