EXHIBIT 20(c)
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CONFIDENTIAL PRIVATE OFFERING MEMORANDUM
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The Tirex Corporation
(the "Company")
5,000,000 Shares Common Stock
$0.10 Per Share
March 19, 1998
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TABLE OF CONTENTS
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Page
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Exhibits.................................................................... 2
List of Filings with the Securities and Exchange Commission................. 3
Cover Page.................................................................. 4
Investor Notices............................................................ 4
Jurisdictional Notices and Representations.................................. 7
Available Information....................................................... 9
Concurrent Offering......................................................... 9
Confidentiality............................................................. 9
Independent Evaluation...................................................... 10
Use of Proceeds............................................................. 10
Terms of the Offering....................................................... 11
General................................................................. 11
Restrictions on Transferability......................................... 11
Registration Rights..................................................... 11
Investor Suitability Standards.......................................... 11
Further Information..................................................... 12
Subscription Payments................................................... 12
Possible Variance in Terms
of Offering........................................................... 12
Effects of Possible Reverse Split....................................... 12
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EXHIBITS
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Draft of Registration Statement on Form SB-2 ............................... A
Form of Subscription and Registration Rights Agreement...................... B
2
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LIST OF FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
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In addition to the filings of the Company with the Securities and Exchange
Commission (the "Commission"), attached to this Offering Memorandum as Exhibits,
the following Commission filings are available upon request without charge.
Requests should be directed to Xxxx Xxxxxxxx, Secertary, The Tires Corporation,
000 Xx. Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx X0X 0X0. Telephone: (000) 000-0000.
Facsimile: (000) 000-0000.
Annual Reports on Forms 10-K and 10-KSB of Registrant for the years ended June
30th 1989 through and including 1997.
Quarterly Reports on Forms 10-Q and 10-QSB for the quarters ended December 31st,
September 30th, and March 30th of 1989 through and including 1997.
Registration Statement on Form S-8, as amended, filed with the Commission on
August 27, 1997, Registration No. 333-34369.
Registration Statement on Form S-98, filed with the Commission on March 31,
1997, Registration No. 333-23759.
Registration Statement on Form S-8, filed with the Commission on July 22, 1996,
Registration No. 333-5310.
Registration Statement on Form S-8, filed with the Commission on June 20, 1996,
Registration No. 333-5090.
Current Reports on Form S-8, dated July 11, 1997 and February 3, 1998, filed on
August 13, 1997 and February 17, 1998, respectively, and all other current
reports on Forms 8-K filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act prior to the end of the fiscal year ended June 30, 1997.
Transition Report on Form 10-K of Registrant for the transition period January
1, 1989 through June 30, 1989.
Annual Report on Form 10-K of Registrant for the year ended December 31, 1988.
Registration Statement on Form S-18, as amended, File No. 33-17598-NY.
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CONFIDENTIAL PRIVATE OFFERING MEMORANDUM
March 16, 1998
Name of Offeree________________________ Copy No. _____
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5,000,000 Shares Common Stock
$0.10 Per Share
THE TIREX CORPORATION
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The Tirex Corporation, a Delaware corporation (the "Company"), is offering to
sell up to five million (5,000,000) shares (the "Shares") of its Common Stock,
$.001 par value, per share ("Common Stock") at a price of $0.10 per share (the
"Offering"). The shares will be offered and sold directly by the Company on a
best efforts basis. The Company is not required to sell a specified minimum
number of the Shares in order to close the offering. As a result it will be
possible for the Company to discontinue the sale of the Shares without raising
sufficient proceeds to implement its business plan. The Company may utilize the
services of broker-dealers ("Selected Dealers") who are members of the NASD in
connection with the offer and sale of the Shares. The Company reserves the right
to offer the Shares on more favorable terms to one or more investors, who are
not affiliates of the Company, without notice to other investors. The basis for
any such variance in the terms of the Offering set forth herein will include
without limitation the amount of the individual investment and the point in the
Offering Period when such investment is made. In such event, other investors
will not be entitled to rescission of their investments in this Private
Placement.
The Offering of the Shares is being made in reliance upon the availability
of an exemption from the registration provisions of the Securities Act by virtue
of the Company's intended compliance with the provisions of ss. 4(2) and Rule
506 of Regulation D thereof. Accordingly, solicitation of offers or sales shall
not be made to any person unless the Company has reasonable grounds to believe
and does believe, immediately prior to making such sale, that such person,
either alone or together with one or more of his purchaser representatives (if
any), has such knowledge and experience in financial and business matters that
he is capable of evaluating the merits and risks of an investment in the Shares
described in this Memorandum. See "Terms of the Offering." There are
restrictions on the transfer of Shares.
This Memorandum does not contain all of the information that would
normally appear in a prospectus for an offering registered under the Securities
Act or that may be necessary to make an informed investment decision regarding
an investment in the Shares. The Company will furnish additional information to
interested offerees upon request. Purchasers of the Shares will be required to
acknowledge at the time of purchase that they have requested and received all
information necessary to make an informed decision to purchase the Shares.
SEE "INVESTOR NOTICES" AND "JURISDICTIONAL NOTICES AND REPRESENTATIONS."
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INVESTOR NOTICES
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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH ANY STATE OR REGULATORY AGENCY UNDER ANY SECURITIES
LAWS OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION PROVIDED IN SUCH
4
LAWS AND THE RULES AND REGULATIONS THEREUNDER, AND MAY NOT BE RESOLD OR
TRANSFERRED IN THE ABSENCE OF THE SATISFACTION OF CERTAIN CONDITIONS, INCLUDING
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM CONSTITUTES AN OFFER ONLY
TO THE PERSON OR ENTITY WHOSE NAME APPEARS ON THE COVER PAGE (THE "OFFEREE").
THE SHARES ARE BEING OFFERED ONLY TO INVESTORS WHO QUALIFY AS "ACCREDITED
INVESTORS", AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D, AS PROMULGATED
UNDER THE SECURITIES ACT. ALL INVESTORS MUST MEET CERTAIN SUITABILITY STANDARDS
ESTABLISHED BY THE COMPANY, SUBJECT TO THE COMPANY'S RIGHT TO REJECT
SUBSCRIPTIONS, IN WHOLE OR IN PART. THE MINIMUM SUBSCRIPTION WILL BE $25,000,
UNLESS OTHERWISE APPROVED BY THE COMPANY IN ITS SOLE DISCRETION. AN INVESTMENT
IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. THESE
SECURITIES ARE HIGHLY SPECULATIVE AND SHOULD ONLY BE PURCHASED BY PERSONS WHO
CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. PROSPECTIVE PURCHASERS SHOULD
CAREFULLY CONSIDER THE INFORMATION SET FORTH IN EXHIBIT A HERETO UNDER "RISK
FACTORS" BEFORE PURCHASING SUCH SECURITIES.
THE SHARES OFFERED HEREBY WILL BE SOLD SUBJECT TO THE PROVISIONS OF A
SUBSCRIPTION AND REGISTRATIONS RIGHTS AGREEMENT (THE "SUBSCRIPTION AND
REGISTRATIONS RIGHTS AGREEMENT") CONTAINING CERTAIN REPRESENTATIONS, WARRANTIES,
TERMS AND CONDITIONS. ANY INVESTMENT IN THE SHARES OFFERED HEREBY SHOULD BE MADE
ONLY AFTER A COMPLETE AND THOROUGH REVIEW OF THE PROVISIONS OF THE SUBSCRIPTION
AND REGISTRATION RIGHTS AGREEMENT. THE COMPANY RESERVES THE RIGHT IN ITS
DISCRETION TO ACCEPT OR REJECT, IN WHOLE OR PART, ANY PROPOSED INVESTMENT IN THE
SHARES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS PASSED UPON THE MERITS OF, OR GIVEN APPROVAL TO, ANY
SECURITIES OFFERED HEREBY, OR UPON THE TERMS OF THE OFFERING, NOR HAVE THEY
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR ANY OTHER SELLING
LITERATURE. THE SECURITIES ARE OFFERED BY THE COMPANY PURSUANT TO EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES
OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES DESCRIBED HEREIN ARE BEING OFFERED PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND APPLICABLE STATE
SECURITIES LAWS RELATING TO TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING OR
SOLICITATION. SUCH EXEMPTIONS LIMIT THE NUMBER AND TYPES OF INVESTORS TO WHOM
THE OFFERING IS MADE AND RESTRICT SUBSEQUENT TRANSFER OF THE SECURITIES
DESCRIBED HEREIN.
INVESTMENT IN THE SECURITIES DESCRIBED HEREIN SHOULD BE CONSIDERED ONLY BY
A PERSON WHO OR ENTITY THAT CAN AFFORD TO SUSTAIN THE LOSS OF HIS, HER OR ITS
ENTIRE INVESTMENT. POTENTIAL INVESTORS ARE HEREBY CAUTIONED THAT SUCH INVESTORS,
SHOULD THEY INVEST IN THE SECURITIES DESCRIBED HEREIN, COULD BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF SUCH AN INVESTMENT FOR A SUBSTANTIAL AND/OR INDEFINITE
PERIOD OF TIME. AN INVESTOR WHO PURCHASES THE SECURITIES DESCRIBED HEREIN SHALL
BE REQUIRED TO REPRESENT THAT HE, SHE OR IT IS ABLE TO SUSTAIN SUCH A LOSS, IS
FAMILIAR WITH AND UNDERSTANDS THE TERMS OF THE OFFERING OF SUCH SECURITIES AND
THAT HE, SHE OR IT MEETS CERTAIN SUITABILITY STANDARDS.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFERING OF
SECURITIES DESCRIBED HEREIN OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM
(INCLUDING THE EXHIBITS HERETO AND THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE). IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. NO
PERSON OR ENTITY SHOULD CONSIDER INVESTING IN THE SECURITIES DESCRIBED HEREIN
UNTIL SUCH PERSON HAS FULLY READ AND UNDERSTOOD THE CONTENTS OF THIS MEMORANDUM
(INCLUDING THE EXHIBITS HERETO AND ALL DOCUMENTS INCORPORATED HEREIN BY
REFERENCE).
THE SECURITIES DESCRIBED HEREIN ARE RESTRICTED WITH RESPECT TO
TRANSFERABILITY AND RESALE. SUCH SECURITIES MAY NOT BE RESOLD OR OTHERWISE
DISPOSED OF BY AN INVESTOR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY, REGISTRATION UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED OR COMPLIANCE IS MADE WITH SUCH REGISTRATION REQUIREMENTS.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION WHERE, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. EXCEPT AS OTHERWISE INDICATED HEREIN, THIS MEMORANDUM SPEAKS AS OF
THE DATE HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AFTER THE DATE HEREOF.
THE SALE OF THE SECURITIES DESCRIBED HEREIN IS SUBJECT TO THE PROVISIONS
OF, AND EACH OF THE INVESTORS PURCHASING SECURITIES WILL BE REQUIRED TO EXECUTE,
A SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT. ANY PURCHASE OF THE SECURITIES
DESCRIBED HEREIN BY AN INVESTOR SHOULD BE MADE ONLY AFTER A COMPLETE AND
THOROUGH REVIEW HEREOF AND OF THE PROVISIONS OF SUCH SUBSCRIPTION AND
REGISTRATION RIGHTS AGREEMENT, IN THE FORM ATTACHED HERETO AS EXHIBIT B. IN THE
EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF SUCH AGREEMENT
ARE INCONSISTENT WITH OR CONTRARY TO A DESCRIPTION OR THE TERMS SET FORTH IN
THIS MEMORANDUM, SUCH AGREEMENT SHALL CONTROL. IN PARTICULAR, AND WITHOUT
LIMITING THE FOREGOING, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SUCH
AGREEMENT SHALL BE DEEMED TO SUPPLEMENT AND REPLACE WHERE INCONSISTENT ANY
INFORMATION CONTAINED HEREIN.
NO OFFERING LITERATURE OR ADVERTISING SHALL BE EMPLOYED IN THE OFFERING OF
THE SECURITIES DESCRIBED HEREIN, EXCEPT THE INFORMATION CONTAINED HEREIN
(INCLUDING THAT WHICH HAS BEEN INCORPORATED BY REFERENCE). THE DELIVERY OF THIS
MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
THIS MEMORANDUM IS SUBMITTED IN CONNECTION WITH THE OFFERING OF THE
SECURITIES DESCRIBED HEREIN AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER
PURPOSE. BY ACCEPTING DELIVERY OF THIS MEMORANDUM, EACH POTENTIAL INVESTOR
AGREES THAT HE, SHE OR IT WILL NOT DIVULGE THE CONTENTS HEREOF TO ANY PERSON OR
ENTITY AND WILL RETURN IT (WITH ALL RELATED DOCUMENTS OR MATERIALS) TO THE
COMPANY UPON REQUEST IF SUCH INVESTOR DOES NOT AGREE TO PURCHASE ANY OF THE
SECURITIES. ANY REPRODUCTION OR DISTRIBUTION OF THIS DOCUMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY IS PROHIBITED.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM
AS LEGAL, TAX OR ACCOUNTING ADVICE, BUT SHOULD CONSULT THEIR LEGAL COUNSEL,
ACCOUNTANTS AND BUSINESS ADVISORS ABOUT LEGAL, TAX AND ACCOUNTING MATTERS
CONCERNING AN INVESTMENT IN THE SECURITIES DESCRIBED HEREIN.
6
PROSPECTIVE INVESTORS ARE URGED TO READ THIS MEMORANDUM CAREFULLY. ALL
PROSPECTIVE INVESTORS WILL HAVE AN OPPORTUNITY TO TALK WITH REPRESENTATIVES OF
THE COMPANY TO VERIFY ANY OF THE INFORMATION INCLUDED HEREIN AND TO OBTAIN
ADDITIONAL INFORMATION REGARDING THE COMPANY. CERTAIN PROVISIONS OF VARIOUS
DOCUMENTS AND RECORDS ARE BRIEFLY SUMMARIZED IN THIS MEMORANDUM. SUCH SUMMARIES
ARE NOT AND DO NOT PURPORT TO BE COMPLETE AND REFERENCE MUST BE MADE DIRECTLY TO
SUCH DOCUMENTS AND RECORDS FOR COMPLETE INFORMATION CONCERNING THE RIGHTS AND
OBLIGATIONS OF THE PARTIES. COPIES OF SUCH DOCUMENTS, IF NOT INCLUDED HEREWITH,
ARE AVAILABLE, UPON REQUEST, FROM THE COMPANY WITHOUT CHARGE AND WILL BE MADE
AVAILABLE TO PROSPECTIVE INVESTORS FOR INSPECTION DURING NORMAL BUSINESS HOURS,
UPON REQUEST TO THE COMPANY.
EXCEPT AS HEREIN DISCUSSED, NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION CONCERNING THE COMPANY
OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. IN MAKING AN
INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY
AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
ANY ESTIMATES OR FORECASTS AS TO EVENTS THAT OCCUR IN THE FUTURE ARE BASED
UPON THE BEST JUDGMENT OF THE COMPANY'S MANAGEMENT AS OF THE DATE OF THIS
MEMORANDUM. WHETHER SUCH ESTIMATES OR FORECASTS MAY BE ACHIEVED WILL DEPEND UPON
THE COMPANY ACHIEVING ITS OVERALL BUSINESS OBJECTIVES AND THE AVAILABILITY OF
FUNDS, INCLUDING FUNDS FROM THE SALE OF THE SECURITIES OFFERED HEREBY. THERE IS
NO GUARANTEE THAT ANY OF THESE FORECASTS WILL BE ATTAINED. ACTUAL RESULTS WILL
VARY FROM THE FORECASTS AND SUCH VARIATIONS MAY BE MATERIAL.
NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALES MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
THIS MEMORANDUM.
THE COMPANY MAY ACCEPT OR REJECT ANY OFFER TO PURCHASE THE SECURITIES
DESCRIBED HEREIN, IN WHOLE OR IN PART, FOR ANY REASON, AND THE COMPANY MAY
WITHDRAW OR CANCEL THE OFFERING WITHOUT NOTICE. AFFILIATES OF THE COMPANY MAY
ACQUIRE SECURITIES IN THIS OFFERING.
THE COMPANY RESERVES THE RIGHT TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS
THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE.
THE COMPLETION OF EACH PURCHASE AND SALE OF THE SHARES WILL BE AT A PLACE
AND TIME SPECIFIED BY THE COMPANY AND THE PLACEMENT AGREEMENT AND IN ACCORDANCE
WITH THE PROVISIONS IN THE FORM OF SUBSCRIPTION AND REGISTRATION RIGHTS
AGREEMENT.
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JURISDICTIONAL NOTICES AND REPRESENTATIONS
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The following information is specifically directed to residents in each of
the states noted below. Each prospective investor is urged to review all of the
following information with specific focus on the particular information provided
for the state in which such investor resides:
7
FOR CALIFORNIA RESIDENTS
THE SALE OF SECURITIES WHICH ARE THE SUBJECT OF THIS MEMORANDUM HAS NOT
BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA
AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105
OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE
SALE IS SO EXEMPT.
FOR CONNECTICUT RESIDENTS
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36b-16 OF THE
CONNECTICUT UNIFORM SECURITIES ACT BUT WILL BE SOLD IN RELIANCE ON AN EXEMPTION
FROM SUCH REGISTRATION SET FORTH IN SECTION 36b-21(9)(A) OF SAID ACT AND
REGULATIONS PROMULGATED THEREUNDER. THE SECURITIES CANNOT BE RESOLD WITHOUT
REGISTRATION UNDER SECTION 36b-16 OF SAID ACT OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE PURSUANT TO SECTION 36b-21 OF SAID ACT.
FOR ILLINOIS RESIDENTS
THE OFFERING AND SALE OF THE SECURITIES OFFERED HEREBY HAS NOT BEEN
REGISTERED UNDER SECTION 5 OF THE ILLINOIS SECURITIES LAW, AND SUCH SECURITIES
CANNOT BE SOLD OR TRANSFERRED EXCEPT UNDER SAID LAW OR IN A TRANSACTION WHICH IS
OTHERWISE IN COMPLIANCE WITH SAID LAW.
FOR NEW JERSEY RESIDENTS
THE SECURITIES REFERRED TO IN THIS MEMORANDUM WILL BE SOLD TO AND ACQUIRED
BY THE HOLDERS IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE NEW JERSEY
STATE UNIFORM SECURITIES LAW, SECTION 49-3-50(b)(12). THEREFORE, THE DEPARTMENT
OF LAW AND PUBLIC SAFETY, DIVISION OF LAW, BUREAU OF SECURITIES HAS NOT PASSED
ON THE ADEQUACY OF THE DISCLOSURE IN THE OFFERING LITERATURE OR ON THE MERITS OF
THIS OFFERING.
FOR NEW YORK RESIDENTS
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE ATTORNEY GENERAL OF NEW YORK OR
ANY OFFICIAL OF SIMILAR CAPACITY OF ANY STATE PASSED UPON THE ACCURACY,
ADEQUACY, OR COMPLETENESS OF THE MEMORANDUM OR THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FOR GEORGIA RESIDENTS
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF
CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD
OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
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AVAILABLE INFORMATION
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The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith is required to file reports, and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, and other information
may be inspected and copied at the Commission's public reference room located in
Room 1024 at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and at the
Commission's Regional Offices located at Citicorp Center, 000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, and at 0 Xxxxx Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Commission also maintains a web site at
"http:\\xxx.xxx.xxx" where such material filed electronically can be examined.
Copies of such materials may also be obtained at prescribed rates from the
Public Reference Section of the Commission located in Room 1024 at 000 Xxxxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 or, upon request, from the Company at no
charge.
The information set forth herein should be read together with, and is
qualified in its entirety by reference to the information contained in, the
Exhibits hereto. Prospective investors should read the Exhibits hereto,
including financial statements, in their entirety. To the extent that such
information is not consistent with the information set forth herein, the
information herein will be deemed superseded by the information contained in
such Exhibits.
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CONCURRENT OFFERINGS
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Concurrently herewith, the Company is making two private placements of its
securities (the "Concurrent Offerings") through X.X. Xxxxxx & Co., Inc., as its
placement agent. These concurrent offerings are described in detail in the Draft
Registration Statement attached as Exhibit A hereto, under the caption
"Financing Activities".
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CONFIDENTIALITY
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The information contained in this Memorandum is confidential and
proprietary to the Company and is being submitted to prospective investors
solely for such investors' confidential use with the express understanding that,
without the prior written permission of the Company, such prospective investors
will not release this document or discuss the information contained herein or
make reproductions of or otherwise use this Memorandum for any purpose other
than evaluating a potential investment in the securities described herein. This
Memorandum contains certain financial and other information (incorporated by
reference or otherwise) concerning the Company which is material non-public
information and should be treated as confidential. Receipt and acceptance of
this Memorandum constitutes the recipient's acknowledgement that the information
contained herein will be maintained in strict confidence by the recipient and
will not be disclosed to any third parties.
A prospective investor, by accepting delivery of this Memorandum, further
agrees to promptly return to the Company this Memorandum and any other documents
or information furnished if the prospective investor elects not to purchase any
of the securities described herein or upon request of the Company.
9
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INDEPENDENT EVALUATION
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This Memorandum does not purport to be all-inclusive or to contain all of
the information that a prospective investor may desire in evaluating an
investment in the securities of the Company. Prior to the consummation of the
offer and sale of any of the securities described herein, the Company will
afford prospective investors an opportunity to ask questions of and receive
answers from the Company concerning the terms and conditions of the securities
described herein, the Company or other relevant matters and to obtain additional
information to the extent the Company possesses such information or can acquire
it without reasonable effort or expense. Any such questions should be directed
to Xxxx X. Xxxxxxxx at The Tirex Corporation, 000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx X0X 0X0. Telephone: (000) 000-0000; Facsimile: (000) 000-0000.
No person or entity has been authorized to give any information or to make
representations about the Company or the Offering and, if given or made, any
such information or representation by any other person or entity must not be
relied upon as having been authorized by the Company. Each prospective investor
must conduct and rely on his own evaluation of the Company and the terms of the
Offering (including the merits and risks involved) in making an investment
decision with respect to the securities described herein. Investment in the
Shares involves a high degree of risk and is suitable only for investors capable
of sustaining a loss of their entire investment. See "RISK FACTORS" in Exhibit A
hereto.
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USE OF PROCEEDS
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The Company is not required to sell any minimum amount of Shares in order
to terminate this Offering. The maximum amount of proceeds to the Company will
be $500,000. Substantially all of the proceeds from the sale of the Shares will
be used for working capital to cover the costs of completing construction, and
commencing operations, of the first TSC-1 System (which may include the purchase
of capital equipment) and for general daily operating expenses of the Company.
There can be no assurance concerning the date or dates in the future when
all or any portion of such funds will be applied as described above. The Company
does not intend to segregate the proceeds from the sale of the Shares from other
Company funds but rather will commingle the proceeds with other general
corporate funds and apply all such funds for the general corporate purposes of
the Company.
Prospective investors should note that, pursuant to the above, purchasers
of the Shares will be entrusting their funds to management, who will have broad
discretion in determining specific expenditures of the funds. Accordingly, this
uncertainty increases the risk of an investment in the Company since investors
will not have an opportunity to review and evaluate the specific expenditures
which may be made by the Company.
10
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TERMS OF THE OFFERING
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General
The Offering made hereby consists of up to 5,000,000 Shares which are
being offered by the Company to certain "accredited investors" as that term is
defined in Section 501(a) of Regulation D of the Securities Act ("Accredited
Investors"). The Shares are being offered at a price of $0.10 per Share, on a
best efforts basis. The Company is not required to sell a specified minimum
number of the Shares in order to close the offering. As a result it will be
possible for the Company to discontinue the sale of the Shares without raising
sufficient proceeds to implement its business plan. This Offering will remain
open until April 1, 1998, unless extended unilaterally by the Company. The
Company reserves the right to increase the number of Shares being offered
hereby. The Company reserves the right to reject any subscription, to accept one
subscription over another, and to allocate available Shares among subscribers as
it deems appropriate.
Restrictions on Transferability
The securities described herein are: (i) not registered under the
Securities Act or the securities laws of any state; and (ii) are being offered
and sold in reliance upon exemptions from the registration provisions of federal
and state securities laws. Investors purchasing such securities will, therefore,
not be able to resell or otherwise transfer the Shares until they are registered
under the Securities Act or unless an exemption from the registration
requirements thereof is made available. Additionally, all applicable state laws
requiring registration or qualification must also be satisfied before any resale
or transfer of the securities is permitted.
Registration Rights
The Company will file a registration statement under the Securities Act of
1933, as amended (the "Act") covering the Shares as promptly as practicable
after the expiration of all presently outstanding offers for the sale of the
Company's securities and will use its best efforts to cause such registration
statement to be declared effective by the SEC as promptly as possible.
Investor Suitability Standards
An investment in the Shares is suitable only for sophisticated investors
who understand and are economically capable of accepting the risks associated
with a speculative investment, including the complete loss of such investment.
Shares will only be sold to "Accredited Investors" within the meaning prescribed
by Regulation D and Rule 501 of the Securities Act. Each investor will be
required to represent that: (i) he is an Accredited Investor; (ii) the
investment is suitable for him; (iii) he is purchasing the Shares for investment
and not with a view to a distribution or resale, and (iv) he is purchasing the
Shares for his own account and not for the account of others. The Company may
require additional information with respect to any subscriber. Subscription
information will be used by the Company to determine whether or not to accept
subscriptions and will be kept confidential and not disclosed except to counsel
and, if required, to governmental and regulatory authorities. The Company
reserves the right, in its sole discretion, to reject any subscription or to
accept one subscription over another.
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Further Information
Upon request, prospective investors will have the opportunity to meet with
and ask questions of the Officers and Directors of the Company concerning the
Company, its operations and prospects and the terms and conditions of the
Offering. The Company will provide prospective investors with such further
information as they may reasonably request to supplement the information
contained in this Memorandum. Prospective investors are urged to avail
themselves of this opportunity. All such additional information is considered
confidential and proprietary information of the Company and is subject to the
confidentiality restrictions applicable to the Memorandum. See "INDEPENDENT
EVALUATION."
Subscription Payments
The purchase price of Shares subscribed for must be paid by check payable
to the Company or wire transfer to the Company's account (wire transfer
instructions will be furnished on request). The minimum investment for each
investor is ___________ Shares, although the Company may, in its discretion,
accept subscriptions for lesser amounts and fractional Shares.
Possible Variance in Terms of Offering
The Company may, in its discretion and without notice to other investors
or offerees, offer the Shares to certain investors, who are not affiliates of
the Company, on terms more favorable than those set forth herein. The basis for
any such variance in the terms of the Offering will include, but may not be
limited to, the amount of the individual investment and the point in the
Offering Period when such investment is made. In such event, other investors
will not be entitled to rescission of their investments in this Private
Placement.
Effects of Possible Reverse Split
The Company intends to make a public offering of its Common Stock in the
near future (the "Proposed Public Offering"). The terms which have been proposed
for such offering will require that substantially fewer shares of the Company's
Common Stock be issued and outstanding prior to the commencement of the public
offering. There are presently 47,644,182 shares of the Company's Common Stock
issued and outstanding. The effectuation of such Public Offering will,
therefore, require a reverse split of the Company's securities. Such action will
affect the number of Shares held by the purchasers thereof.
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