Novo Energies 35 cent Private Placement Memorandum.Download and subscribe.

1. MEMORANDUM NUMBER _______
ISSUED TO _____________________
Protecting The Environment Today To Fuel Tomorrow ™
Confidential Offering Memorandum
July 2009
8,500,000 Units
US$0.35 per Unit

2.
Novo Energies Corporation
$2,975,000
8,500,000 Units
US$0.35 per Unit
Minimum Investment: $5,250 (15,000 Units)
Novo Energies Corporation (“Novo” or the “Company”) is offering the following
securities:
A unit consisting of one share of its common stock, par value $.001 per
share (the “Common Stock”) and one Common Stock Purchase Warrant
for each two shares of Common Stock (the “Warrants”) at a purchase price
of US$0.35 per Unit (the “Units”) (The Common Stock and Warrants are
sometimes hereinafter collectively referred to as “Securities”)
on a strictly confidential basis to “accredited investors” in transactions exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”). Each
Warrant entitles the holder to purchase one share of our Common Stock for $0.75. Each
Warrant will expire three years from its issue date.
This Confidential Offering Memorandum (the “Memorandum”) relates to the offering
(the “Offering”) by Novo of 8,500,000 Units. The Company expects to hold the initial
closing of this Offering on July 31, 2009 (the “Initial Closing Date”). The Company may
hold additional interim closings after the Initial Closing Date. The Company anticipates
that no additional subscriptions will be accepted after July 31, 2009, although the
Company reserves the right to extend such period by an additional 45 days. In addition,
the Company reserves the right to increase the size of the Offering by a maximum of
50%.
To subscribe to purchase Units, investors must deliver an executed Subscription
Agreement and if the Purchaser is in the United States or is a “U.S. person” as defined in
Regulation S under the United States Securities Act of 1933, as amended, an Investor
Certification and an executed copy of IRS Form W-9, together with the purchase price
for all Units subscribed for, to the Company Novo Energies Corporation, 750 Côte de
Place d'Armes, Suite #64, Montréal Qc H2Y 2X8 Canada, FAX: +1-917-591-8886 no
later than 5:00 p.m., New York, New York time, on July 31, 2009, unless all of the Units
are earlier sold or the Offering is earlier terminated or extended by the Company. Non-
U.S. citizens or entities may not use IRS Form W-9.
The Company may, in its sole discretion, determine to terminate or extend the Offering at
any time either before or after any subscription is accepted. In connection with this
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Offering, the Company may pay fees to persons who, acting as finders, introduce the
Company to prospective investors who purchase Units in the Offering. Other than such
fees payable to such finders, the Company expects the expenses of this Offering to be less
than $100,000 in the aggregate. Our Common Stock is currently traded on the OTC
Bulletin Board under the symbol NVNC. The Units offered hereby will be restricted
securities unless subsequently registered for resale. We cannot assure you that our
Common Stock will continue to be quoted on the OTC Bulletin Board. We do not
anticipate listing the Warrants for trading on any established market. The price per Units
has been determined arbitrarily by Novo and does not bear any relationship to established
valuation criteria. See “Risk Factors.”
THE PURCHASE OF THE UNITS ENTAILS A HIGH DEGREE
OF RISK. ANY PERSON WHO IS NOT IN A POSITION TO
LOSE THE ENTIRE AMOUNT OF SUCH INVESTMENT
SHOULD MAKE NO INVESTMENT IN THE UNITS. SEE
“RISK FACTORS.”
The date of this Memorandum is July 2009.
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THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MIGHT BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE
PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THIS OFFER CAN BE WITHDRAWN AT ANY TIME BEFORE A CLOSING AND IS
SPECIFICALLY MADE SUBJECT TO THE TERMS DESCRIBED IN THIS
MEMORANDUM. EXCEPT AS OTHERWISE REQUIRED BY LAW,
SUBSCRIPTIONS BY PROSPECTIVE INVESTORS WILL NOT BE REVOCABLE
WITHOUT THE CONSENT OF NOVO, WHICH CONSENT MAY BE WITHHELD
IN ITS SOLE AND ABSOLUTE DISCRETION. NOVO RESERVES THE RIGHT TO
REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, OR TO ALLOT TO ANY
PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF UNITS SUBSCRIBED
FOR BY SUCH PROSPECTIVE INVESTOR. ANY REPRESENTATION TO THE
CONTRARY IS UNAUTHORIZED AND MUST NOT BE RELIED UPON.
PROSPECTIVE INVESTORS WILL BE REQUIRED TO MAKE
REPRESENTATIONS WITH RESPECT TO THEIR NET WORTH OR INCOME AND
TO REPRESENT, AMONG OTHER THINGS, THAT THEY ARE “ACCREDITED
INVESTORS” (AS DEFINED UNDER SECTION 501(a) UNDER THE SECURITIES
ACT), FAMILIAR WITH AND UNDERSTAND THE TERMS OF THIS OFFERING
AND HAVE ALL REQUISITE AUTHORITY TO MAKE SUCH INVESTMENT. SEE
“INVESTOR SUITABILITY” AND “SUBSCRIPTION PROCEDURES.”
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
THE SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SALE.
THE SECURITIES OFFERED HEREBY HAVE NOT AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES
LAWS AND WILL BE OFFERED AND SOLD FOR INVESTMENT ONLY TO
ACCREDITED INVESTORS PURSUANT TO EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY
SECTION 4(2) THEREOF AND REGULATION D THEREUNDER AND IN
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COMPLIANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.
HOWEVER, NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS MADE AN INDEPENDENT
DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM
REGISTRATION. THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THE SECURITIES OR AN INTEREST THEREIN MAY
NOT BE ACCOMPLISHED EXCEPT IN ACCORDANCE WITH THE
REGISTRATION REQUIREMENTS OF APPLICABLE FEDERAL AND STATE
LAWS. ALTHOUGH THERE IS CURRENTLY A PUBLIC MARKET FOR THE
UNITS OF OUR COMMON STOCK THERE CAN BE NO ASSURANCE THAT
SUCH PUBLIC MARKET WILL BE MAINTAINED.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR
OWN EXAMINATION OF NOVO AND THE TERMS OF THIS OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. PROSPECTIVE INVESTORS
SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS
INVESTMENT OR LEGAL ADVICE. THIS MEMORANDUM AND THE OTHER
DOCUMENTS DELIVERED HEREWITH, AS WELL AS THE NATURE OF AN
INVESTMENT IN THE SECURITIES OFFERED HEREBY, SHOULD BE
REVIEWED BY EACH PROSPECTIVE INVESTOR AND SUCH INVESTOR’S
INVESTMENT, TAX, LEGAL, ACCOUNTING AND OTHER ADVISORS.
NO GENERAL SOLICITATION WILL BE CONDUCTED AND NO OFFERING
LITERATURE OR ADVERTISING IN ANY FORM WILL OR MAY BE EMPLOYED
IN THE OFFERING OF THE UNITS, EXCEPT FOR THIS MEMORANDUM
(INCLUDING AMENDMENTS AND SUPPLEMENTS TO THIS MEMORANDUM)
AND THE DOCUMENTS SUMMARIZED HEREIN OR ENCLOSED HEREWITH.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION NOT CONTAINED IN THIS MEMORANDUM
(INCLUDING AMENDMENTS AND SUPPLEMENTS TO THIS MEMORANDUM)
OR IN THE DOCUMENTS SUMMARIZED HEREIN OR ENCLOSED HEREWITH
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON.
THIS MEMORANDUM CONTAINS SUMMARIES, BELIEVED BY NOVO TO BE
ACCURATE, OF CERTAIN DOCUMENTS, BUT REFERENCE IS HEREBY MADE
TO SUCH DOCUMENTS FOR COMPLETE INFORMATION CONCERNING THE
RIGHTS AND OBLIGATIONS OF THE PARTIES THERETO. COPIES OF SUCH
DOCUMENTS ARE AVAILABLE ON A CONFIDENTIAL BASIS AT THE OFFICES
OF NOVO. ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY
THIS REFERENCE.
ANY INVESTOR MAY ASK QUESTIONS AND RECEIVE ANSWERS
CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING OR
REQUEST ADDITIONAL INFORMATION TO VERIFY THE INFORMATION
CONTAINED HEREIN BY CALLING THE CHIEF EXECUTIVE OFFICER OF
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NOVO AT +1-212-315-9705 OR BY EMAILING HIM AT: atreminio@mac.com
THIS MEMORANDUM IS SUBMITTED ON A CONFIDENTIAL BASIS FOR
USE SOLELY IN CONNECTION WITH THE CONSIDERATION OF THE
PURCHASE OF THE UNITS OF NOVO IN A PRIVATE OFFERING INTENDED
TO BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. ITS USE FOR ANY OTHER PURPOSE IS NOT
AUTHORIZED. THIS MEMORANDUM IS DIRECTED SOLELY TO THE
RECIPIENT NAMED ON THE COVER PAGE HEREOF. SUCH RECIPIENT
AGREES THAT NEITHER IT NOR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ASSOCIATES OR AFFILIATES WILL DIVULGE TO
ANY OTHER PARTY ANY INFORMATION CONTAINED HEREIN OR ANY
NOTES, SUMMARIES OR ANALYSES DERIVED THEREFROM, REPRODUCE
THIS MEMORANDUM IN WHOLE OR IN PART OR FURTHER DISTRIBUTE
THIS MEMORANDUM. EACH PROSPECTIVE INVESTOR, BY ACCEPTING
DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN IT AND ALL
OTHER DOCUMENTS RECEIVED BY SUCH PROSPECTIVE INVESTOR TO
THE COMPANY IF THE PROSPECTIVE INVESTOR DOES NOT SUBSCRIBE
FOR THE PURCHASE OF ANY UNITS, THE PROSPECTIVE INVESTOR’S
SUBSCRIPTION IS NOT ACCEPTED OR THIS OFFERING IS TERMINATED.
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7.
FORWARD-LOOKING STATEMENTS
This Memorandum (the “Memorandum”) contains forward-looking statements. All
statements other than statements of historical fact included in this Memorandum are
forward-looking statements. These forward-looking statements include, without
limitation, statements regarding our estimate of the sufficiency of our existing capital
resources and our ability to raise additional capital to fund cash requirements for future
operations and statements regarding the uncertainties involved in development and
commercialization process. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, we cannot assure you that such expectations
reflected in these forward-looking statements will prove to have been correct.
When used in this Memorandum, the words “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “estimate” and similar expressions are intended to identify forward-
looking statements, although not all forward-looking statements contain these identifying
words. Because these forward-looking statements involve risk and uncertainties, actual
results could differ materially from those expressed or implied by these forward-looking
statements for a number of important reasons, including those discussed under “Risk
Factors” in this Memorandum. Among other things, the forward-looking statements
should be read in the context of Novo’s stage of development and the fact that the
Company’s assets will require significant additional development and substantial
additional investment in order to achieve significant market acceptance.
You should read these statements carefully because they discuss our expectations about
our future performance, contain projections of our future operating results and of our
future financial condition, or state other “forward-looking” information. Before you
invest in the Units, you should be aware that the occurrence of any of the contingent
factors described under “Risk Factors” in this Memorandum could substantially harm our
business, results of operations and financial condition. Upon the occurrence of any of
these events you could lose all of your investment.
Under no circumstances should the inclusion of the forward-looking statements be
regarded as a representation or prediction that Novo will achieve or is likely to achieve
any particular results. We cannot guarantee any future results, levels of activity,
performance or achievements. We do not intend to update any of the forward-looking
statements in this Memorandum after the date of this Memorandum. Each prospective
purchaser must make his own evaluation of the merits and risks of the purchase of the
Units.
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8. TABLE OF CONTENTS
Page
INVESTOR AND TRANSFER RESTRICTIONS.............................................................1
SUMMARY OF THE OFFERING.....................................................................................2
COMPANY DESCRIPTION AND PRODUCT OFFERINGS……………………….….4
USE OF PROCEEDS..........................................................................................................5
RISK FACTORS.................................................................................................................7
DIVIDEND POLICY.........................................................................................................16
DESCRIPTION OF CAPITAL STOCK...........................................................................16
PLAN OF DISTRIBUTION..............................................................................................16
SUBSCRIPTION PROCEDURES....................................................................................17
MANAGEMENT TEAM AND DIRECTORS……………………………………….…17
INFORMATION FOR RESIDENTS OF CERTAIN STATES…………………………18
INVESTOR SUITABILITY STANDARDS…………………………………………….23
GENERAL SUITABILITY STANDARDS……………………………………………..24
ANNEX 1 SUBSCRIPTION AGREEMENT ….......………………………………...…26
ANNEX 2 FORM OF WARRANT……………………………………………………...32
ANNEX 3 INVESTOR CERTIFICATION. .……………………...…………………….52
ANNEX 4 IRS FORMS……………………...……………………………………………

9.
INVESTOR AND TRANSFER RESTRICTIONS
Because of the following representations and restrictions you are advised to consult legal
counsel before purchasing or making any offer, resale, pledge or other transfer of our Common
Stock or Warrants.
Investor Restrictions
We are offering and selling our Units only to “accredited investors” (as defined in Rule 501(a)
under the Securities Act). Each purchaser of our Units offered pursuant to this Memorandum
will be required to sign a Subscription Agreement substantially in the form of Annex 1 to this
Memorandum for accredited investors. An investment in the Units involves substantial risks and
possible loss by investors of their entire investment. See “Risk Factors.” The Units will be
offered and sold only to prospective investors who: (i) represent, among other things, that they
are acquiring the Units for their own account, for investment only and not with a view toward the
resale or distribution thereof, that they are aware that the Units have not been registered under
the Securities Act and that their transfer rights with respect to the Units are restricted by the
Securities Act, by applicable securities laws and by the absence of a market for the Units and (ii)
are accredited investors who meet the other suitability standards set forth in the Subscription
Agreement.
These suitability standards referred to above represent minimum suitability requirements for
prospective investors and the satisfaction of such standards by a prospective investor does not
necessarily mean that the Units are a suitable investment for such prospective investor. The
Company may make or cause to be made such further inquiry and obtain such additional
information, as it deems appropriate with regard to the suitability of prospective investors. The
Company reserves the right to modify the suitability standards and minimum investment with
respect to certain investors, in order to comply with any applicable foreign, state or local laws,
regulations or otherwise.
Transfer Restrictions
The Units offered hereby are being offered in a transaction not involving any public offering
within the meaning of the Securities Act and have not been registered under the Securities Act.
The Units will be restricted securities and may not be transferred or resold except as permitted
under the Securities Act and applicable state securities laws, pursuant to registration or
exemption there from. Hedging transactions involving our Units may not be conducted unless in
compliance with the Securities Act. Additionally, each purchaser of our Units in this Offering
will, and each subsequent holder of any of such securities is required to, notify any purchaser of
such securities from you or subsequent holders, as applicable, of the resale restrictions referred to
above.
The certificates evidencing the Units that you purchase in this Offering will bear a legend
disclosing the transfer restrictions described above. As a result of these transfer restrictions an
investor that purchases our Units in this Offering will not be able to readily resell the securities.
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Although there is currently a secondary market for our Common Stock, we cannot assure you
that a secondary market for our Common Stock or Warrants will continue. You should be aware
that you may be required to bear the financial risk of an investment in our Common Stock for an
indefinite period of time. Purchasers are advised to consult legal counsel prior to making any
offer, resale, pledge or transfer of any of the Common Stock.
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SUMMARY OF THE OFFERING
Novo Energies Corporation: The Company develops green energy solutions while
maintaining a commitment to conserve energy, natural
resources, and help reduce pollutants and wastes. To
achieve our goal, the Company engages in the process of
transforming plastic and tire wastes into liquid fuel or
fuel additives. The Company is developing a novel
method that is easily replicated with the Company’s
knowledge and established in multiple locations
worldwide. The Company utilizes a novel process
involving thermolysis and gasification to generate the
energy required to produce liquid fuel or fuel additives.
The Company’s low capacity equipment can be installed
easily near the waste streams and produce energy close
to market. The business potential is optimized where
there is a minimum of 15 tons/day residual plastic waste
and/or 30 tons/day tire waste.
Description of Offering: 8,500,000 Units. Each Unit consists of one Share of
Common Stock, $0.001 par value, and one-half
Common Stock Purchase Warrant (one warrant for every
two Shares of Common Stock purchased). The Units
will be restricted securities under the Securities Act and
applicable state securities laws. In addition, the
Company reserves the right to increase the size of the
Offering by a maximum of 50%.
Terms of Common Stock
Purchase Warrant: Each Warrant entitles the holder to purchase one share
of our Common Stock for $0.75. Each Warrant will be
exercisable immediately and will expire three years from
the date of issue. The Company can cause the Warrant
to be exercised, if the Company’s Common Stock is
trading at an average price over the prior 10 consecutive
days of at least $1.60 per share.
Offering Price: $0.35 per Unit
Number of Shares of Common Stock
Outstanding Prior to Offering: 24,952,338 Shares
Number of Shares of Common Stock
Outstanding After the Offering: 33,092,338 Shares (approximately) not including shares
reserved for issuance to employees, officers, directors
and consultants; and 4,250,000 Shares reserved for
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issuance upon exercise of Common Stock Purchase
Warrants.
Minimum Purchase: $5,250 provided, that the Company, in its sole
discretion, may accept subscriptions for less than
$5,250.
Use of Proceeds: The proceeds will be used for, among other things, the
acquisition and development of our assets, including but
not limited to engineering, design, equipment
acquisition, installation, testing and initial operation of
the Company’s Waste to Liquid Technology (WTL)
process. See “Use of Proceeds.”
Closing: The Company expects to hold its initial closing of this
Offering on or about July 31, 2009. The Company may
accept subscriptions at any time or from time to time
after the initial closing. The Company anticipates that
no additional subscriptions will be accepted after July
31, 2009 although the Company reserves the right to
extend such period by an additional 45 days.
Eligible Investors: The Units are being offered exclusively to “accredited
investors” as defined under the Securities Act. The
Company reserves the right to accept or reject any
subscription, in whole or in part, by any prospective
investor.
Subscriptions: Purchasers of Units will be required to execute and
deliver to the Company a Subscription Agreement, a
form of which is attached hereto as Annex 1 (and if the
Purchaser is in the United States or is a “U.S. person” as
defined in Regulation S under the United States
Securities Act of 1933, as amended, a completed
Investor Certification and an executed copy of IRS Form
W-9, forms of which are collectively attached hereto as
Annex 3 and 4 (“collectively Subscription
Agreement.”)) The purchase price for each purchaser’s
investment will be due and payable when the
Subscription Agreement is delivered to the Company.
See “Subscription Procedures” set forth herein. A
subscription tendered to purchase Units is irrevocable.
The Company reserves the right in its sole discretion (x)
to accept or reject any subscription, or any part thereof,
(y) to terminate or withdraw the Offering at any time
and for any reason and (z) to determine the aggregate
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number of Units to be sold within the limits set forth
above.
Risk Factors: An investment in our Units is highly speculative and
involves risks that a prospective investor should
carefully consider before subscribing. As a result of
these risks, as well as other risks inherent in any
investment, there can be no assurance that investors will
realize any return of capital or profits from an
investment in the Company. Prospective investors
should carefully consider, among other factors, the
matters described under the “Risk Factors” section
of this Memorandum.
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COMPANY DESCRIPTION AND PRODUCT OFFERINGS
Overview
The Company’s subsidiary WTL Renewable Energy Corporation intends to build, own and
operate small capacity thermolysis process lines to convert carboneous residue to fuel oil and/or
fuel additives. Principally, the Company intends to build small local industrial plants designed to
transform residual plastics and tires to valuable liquid Low Carbon Fuel such as diesel, gasoline
and additives. The Company is developing a novel method that can be easily replicated and
established in multiple locations worldwide. The Company’s process requires thermolysis and
gasification equipments linked together to generate the energy required to generate raw material
depolymerisation. The Company’s low capacity equipment can be easily installed near residual
carboneous materials and produce energy close to market. This business potential can be
installed anywhere there is a minimum of 15 tons/day residual plastic waste and/or 30 tons/day
tire waste. The final products are used locally by customers and, accordingly, reduce the
quantity of residual material normally predestine to landfills. Additionally, by planning, building
and operating local plants, a direct result will be the creation of local jobs for operators,
technicians, and engineers and may induce a positive momentum in the actual and future
economy.
Supply
There are more than 10 million tons per year of residual plastics and rubber waste generated
worldwide of which approximately 25% are recycled. The Company anticipates entering into
long-term supply contracts with waste generators including municipalities and commercial
operations. The Company’s forecast based on supply negotiations and evaluation enables the
Company to build at least 12 plants per year on a long term basis.
Target Market
The Company estimates that its target market can be segmented into three distinct groups. The
first group is the commercial transporter ; specifically, recycling companies or municipalities’
waste trucking services that supply the Company’s plants and use the Company’s fuel or fuel
additives in their fleet. The second group is the general public that may purchase the Company’s
fuel-additives directly or from distributors in accordance with local regulations or considerations.
Finally, the third group is for special high octane fuel such as racing fuel and jet fuel. The
Company anticipates that its synthetic fuel or fuel additive will meet international petroleum
standards and will be approved for use in most automotive equipment and machinery.
Strategy
The Company’s strategy is to install small to medium capacity plants (15 tons/day plastic waste
and/or 30 tons/day tire waste) to generate locally 60 to 240 barrels/day of fuel oil or fuel
additives based upon these strategically advantages:
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• Near raw material supply (plastics and tires)
• Close to final products customer (market)
• Small environmental footprint
With this strategy, the Company will reduce at the same time raw material transportation costs
and Green House Gas (GHG) production related to each plant.
WTL Renewable Energy Advantage
The Company’s novel Waste to Liquid Technology (WTL) was developed internally by the
Company’s engineering team. To accomplish a depolymerisation process of polymeric materials
such as plastics and tires, a large quantity of energy has to be transferred from the heating source
to the raw materials. To achieve this transfer, an optimizing thermolysis process is required.
Energy sources from the gasification process will generate a continuous stream of high
temperature gas required to dry raw materials, supply depolymerisation energy, and feed an
electricity generator. This gasification system will be supplied by carboneous residual material
such as wood, cardboard, and declassified plastics. The Company’s energy consumption will be
satisfied through its own production and its plants may be installed in most locations regardless
of the availability of any other energy sources. The Company’s unique process transforms
polymeric materials to liquid energy sources with an overall energy efficiency unbeatable on the
actual market.
USE OF PROCEEDS
The gross proceeds of the Offering are expected to be $2,975,000. The commissions and fees
are estimated to be no more than $300,000 in the aggregate, if any. In addition, the aggregate
expenses of the Offering are expected to be approximately $100,000, including $50,000 in legal
and accounting in connection with the Offering. The proceeds will be used for the acquisition
and development of our assets, including but not limited to, engineering, design, equipment
acquisition, installation, testing and initial operation of the Company’s WTL process and for
general corporate purposes and working capital. It is expected that the proceeds of the sale of
the Units offered will be sufficient to fund the Company’s working capital requirements for
approximately 12 months (prior to any potential borrowings) and will be used as closely as
practicable in the manner set forth below. However, the categories and amounts of costs to
which the proceeds of this Offering are applied, and the amount of time that the proceeds last
may vary due to many factors, including unforeseen development delays, delays in entering into
a business combination, competitive factors, and regulatory review.
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Offering
Gross Proceeds from this Offering $2,975,000
Use of Proceeds:
Offering Expenses
Finders’ fees (no more than, if any) 297,500
Legal and Accounting Fees 100,000
Acquisition and Development
of Assets and Equipment, including
Engineering and Installation 2,000,000
Working Capital 577,500
TOTAL $2,975,000
The amounts set forth above are only an estimate. The Company is unable to predict precisely
what amount will be used for any particular purpose. To the extent the proceeds received are
inadequate in any area of expenditures, supplemental amounts may be drawn from working
capital, if any. Conversely, any amounts not required for proposed expenditures will be retained
and used for working capital. Should the proceeds actually received, if any, be insufficient to
accomplish the purposes set forth above, the Company may be required to seek other sources to
finance the Company’s operations, including individuals and commercial lenders.
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RISK FACTORS
An investment in the Units involves a high degree of risk. The following factors, in addition to
those discussed in Annex 1 and elsewhere in this Memorandum, should be carefully
considered in evaluating the Company and its business before purchasing the Units offered
hereby.
Prospective purchasers of the Securities should carefully consider the following risk factors and
the other information contained in this Offering before making an investment in the Securities.
Information contained in the Memorandum contains “forward-looking statements” which can be
identified by the use of forward-looking terminology such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “estimate” and similar expressions or the negative thereof, or other
variations thereon or comparable terminology, or by discussion of strategy (See “COMPANY
DESCRIPTION AND PRODUCT OFFERINGS”). No assurance can be given that the future
results covered by the forward-looking statements will be achieved. The following matters
constitute cautionary statements identifying important factors with respect to such forward-
looking statements, including certain risks and uncertainties that could cause actual results to
vary materially from the future results covered in such forward-looking statements.
Purchasers of our Units may have to bear the risk of their investment for an indefinite period
of time as applicable state and federal securities laws and contractual restrictions applicable to
the purchasers in this Offering impose substantial restrictions on the resale of the Common
Stock or Warrants.
The Common Stock and Warrants offered hereby have not been registered under the Securities
Act or any state securities or blue-sky law and constitute “restricted securities” under applicable
federal securities laws. Absent registration under the Securities Act and any applicable state
securities laws, subscribers for the Units may not sell or otherwise transfer such securities except
pursuant to another exemption from the registration requirements of the Securities Act. Because
of such restrictions, an investor in the Units may be required to bear the economic risks of such
investment for an indefinite period of time.
No assurance of a public market for Securities.
Although the Company’s common stock is currently traded on the Bulletin Board, there is no
assurance any public market for the securities of the Company will continue. There is also no
assurance as to the depth or liquidity of any such market or the prices at which holders may be
able to sell the securities. An investment in these Securities may be totally illiquid and investors
may not be able to liquidate their investment readily or at all when they need or desire to sell.
We will need significant additional capital, which we may be unable to obtain.
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Our capital requirements in connection with our development activities and transition to
commercial operations have been and will continue to be significant. We will require additional
funds to continue research, development and testing, to commercialize our assets. There can be
no assurance that financing will be available in amounts or on terms acceptable to us, if at all.
Volatility of stock prices.
In the event a public market continue for the Securities, market prices will be influenced by
many factors, and will be subject to significant fluctuation in response to variations in operating
results of the Company and other factors such as investor perceptions of the Company, supply
and demand, interest rates, general economic conditions and those specific to the industry,
developments with regard to the Company's activities, future financial condition and
management.
Applicability of low priced stock risk disclosure requirements.
The underlying Shares of the Company may be considered low-priced securities under rules
promulgated under the Exchange Act. Under these rules, Broker-Dealers participating in
transactions in low-priced securities, which by definition are Securities of stock priced at less
than $5.00 per share, must first deliver a risk disclosure document which describes the risks
associated with such stocks, the Broker-Dealer's duties, the customer's rights and remedies, and
certain market and other information, and make a suitability determination approving the
customer for low-priced stock transactions based on the customer's financial situation,
investment experience and objectives. Broker-Dealers must also disclose these restrictions in
writing to the customer and obtain specific written consent of the customer, and provide monthly
account statements to the customer. The likely effect of these restrictions will be a decrease in
the willingness of Broker-Dealers to make a market in the stock, decreased liquidity of the stock,
and increased transaction costs for sales and purchases of the stock as compared to other
securities.
The offering price of the Units was determined arbitrarily.
The offering price of the Units has been arbitrarily determined by the Company and bears no
inherent relationship to the Company’s assets, book value, net worth, cash flow or any other
recognized criteria of value. The Company makes no representation about the value of the Units
being sold in this Offering.
Management will retain significant control of the Company after the Offering.
Our officers and directors retain significant control of the Company. Immediately upon
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completion of this Offering, executive officers and directors will, in the aggregate, beneficially
own over 50% of our outstanding Common Stock assuming the Company raises $2,975,000 in
this Offering. As a result, these stockholders, if acting together, would be able to significantly
influence all matters requiring approval by our stockholders, including the election of directors
and the approval of mergers or other business combination transactions.
We do not intend to pay dividends.
The Company has never declared or paid any cash dividends on its capital stock. The Company
currently intends to retain any future earnings for funding growth and, therefore, does not expect
to pay any dividends in the foreseeable future.
Our Warrants may have an adverse effect on the market price of the Common Stock and make
it more difficult to effect a business combination.
In connection with this Offering, as part of the Units, we will be issuing Warrants to purchase up
to 4,250,000 shares of common stock. Previous to this Offering, we have outstanding warrants
to purchase 0 shares of common stock. To the extent we issue shares of common stock to effect
a business combination, the potential for the issuance of substantial numbers of additional shares
upon exercise of these Warrants could make us a less attractive acquisition vehicle in the eyes of
a target business as such securities, when exercised, will increase the number of issued and
outstanding shares of our common stock and reduce the value of the shares issued to complete
the business combination. Accordingly, our Warrants may make it more difficult to effectuate a
business combination or increase the cost of the target business. Additionally, the sale, or even
the possibility of sale, of the shares underlying the Warrants could have an adverse effect on the
market price for our securities or on our ability to obtain future public financing. If and to the
extent these Warrants are exercised, you may experience dilution to your holdings.
Shareholders will not have preemptive rights.
Our Certificate of Incorporation denies the holders of Common Stock the right to subscribe for
additional Units of capital stock upon any issuance or increase thereof. As a result, upon the
issuance by the Company of any additional Shares of Common Stock or securities convertible
into Common Stock or preferred stock of the Company subsequent to the Offering, the
stockholders of the Company may be unable to maintain their pro rata ownership of Common
Stock.
We have a limited operating history upon which an evaluation of our prospects can be made.
For that reason, it is difficult to judge our prospects. As a development stage company, we face
all the risks inherent in a new business, including the expenses, difficulties, complications and
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delays frequently encountered in connection with commencing new operations, including capital
requirements and management’s potential underestimation of initial and ongoing costs. We also
face the risk that we not be able to effectively implement our business plan. If we are not
effective in addressing these risks, we may not develop a viable business or may not operate
profitably. As a start-up company, we expect to incur significant operating losses for the near
future, and there can be no assurance that we will be able to generate significant revenues or that
any revenues generated will be sufficient for us to become profitable or thereafter maintain
profitability.
If our strategy is unsuccessful, we will not be profitable and our stockholders could lose their
investment.
There is no guarantee that our strategy for obtaining or developing our assets will be successful
or that if successfully developed, will result in the Company becoming profitable. If our strategy
is unsuccessful, we may fail to meet our objectives and not realize the revenues or profits from
the business we pursue that may cause the value of the Company to decrease, thereby potentially
causing our stockholders to lose their investment.
We may not be able to effectively control and manage our growth, which would negatively
impact our operations.
If our business and markets grow and develop, it will be necessary for us to finance and manage
expansion in an orderly fashion. We may face challenges in managing and expanding our
business and in integrating any acquired businesses with our own. Such eventualities will
increase demands on our existing management, workforce and facilities. Failure to satisfy
increased demands could interrupt or adversely affect our operations and cause administrative
inefficiencies.
We may be unable to successfully execute any of our identified business opportunities or other
business opportunities that we determine to pursue.
We currently have a restricted corporate infrastructure. In order to pursue business
opportunities, we will need to continue to build our infrastructure and operational capabilities.
Our ability to do any of these successfully could be affected by any one or more of the following
factors, among others, our ability to:
• raise substantial additional capital to fund the implementation of our business plan;
• execute our business strategy;
• manage the expansion of our operations and any acquisitions we may make, which could
result in increased costs, high employee turnover or damage to customer relationships;
• attract and retain qualified personnel;
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• manage our third party relationships effectively; and
• accurately predict and respond to the rapid technological changes in our industry and the
evolving demands of the markets we serve.
Our failure to adequately address any one or more of the above factors could have a significant
impact on our ability to implement our business plan and our ability to pursue other opportunities
that arise.
Intense competition.
The industry is extremely competitive with a substantial portion of the market dominated by a
handful of major participants, and there are substantial barriers to entry. It is likely that one or
more of these well-funded and resourceful players may enter or expand their business, either on
its own or through acquisitions. Although the Company plans to operate in a new market niche,
the Company expects that as its operations increase, and as the market becomes more
established, competition will intensify in the future. The Company believes that its ability to
compete successfully depends on a number of factors, including strategic alliances and market
presence, the quality and efficiency of its infrastructure, and industry and general economic
trends.
Limited liability of management.
The Company has adopted provisions to its Articles of Incorporation and Bylaws which limit the
liability of its Officers and Directors, and provide for indemnification by the Company of its
Officers and Directors to the full extent permitted by Florida corporate law, which generally
provides that its officers and directors shall have no personal liability to the Company or its
stockholders for monetary damages for breaches of their fiduciary duties as directors, except for
breaches of their duties of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, acts involving unlawful payment of
dividends or unlawful stock purchases or redemptions, or any transaction from which a director
derives an improper personal benefit. Such provisions substantially limit the shareholder's
ability to hold officers and directors liable for breaches of fiduciary duty, and may require the
Company to indemnify its officers and directors.
Best efforts offering/no firm commitment.
The Company on a "best efforts, no minimum basis", offers the Securities; there is no
underwriter and no firm commitment from anyone to purchase all or any of the Securities
offered. No assurance can be given that all or any of the Securities will be sold. Furthermore,
there is no escrow of funds or other provisions for returning any investors’ funds if less than all
Securities offered hereby are sold. This creates an increased risk to initial investors, in the event
the Company is unable to raise the entire Offering amount, because there is no minimum
Offering amount and funds will be utilized as received by the Company.
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Insufficiency of funds.
The Company believes that the net proceeds to the Company from the sale of the Securities
offered hereby (assuming that all Securities offered hereby are sold) will not provide the
Company with sufficient capital to expand operation of the Company's business until it can begin
generating enough profits from operations to fund future expansion there from. Many factors
may, however, affect the Company's cash needs, including the Company's possible failure to
generate sufficient revenues from operations (See "Use of Proceeds"). In addition, if less than all
Securities are sold, the Company may not have sufficient capital to fund operations until
sufficient revenues are being generated and may be unable to find suitable financing on terms
acceptable to the Company. This event would significantly increase the risk to those persons
who invest in this Offering (See "Use of Proceeds”).
Broad discretion in application of proceeds.
The Company will have broad discretion in the application of such proceeds.
Forward-looking statements; No assurance of attaining financial results.
Certain business and financial information given herein contains forward-looking statements and
therefore may involve known and unknown risks and uncertainties and other factors that may
cause the actual results, performance and achievements of the Company to be materially
different from those expressed or implied by such forward-looking statements. Some of the
factors that may cause such material differences are set forth as risk factors under this section.
Although the Company intends to amend and/or update this information as changes occur, there
can be no assurance that the information will be completely current in conjunction with the
Company’s actual financial performance during 2009.
Our operations are subject to various government regulations.
We must comply with various government and environmental regulations. We also must comply
with assurances guarding endangered, threatened or candidate fish, wildlife, plants or habitat.
Should we be unable to effectively comply with these regulations, the results of our operations
could be adversely affected.
We have a significant growth factor.
We believe that upon closing of this Offering, we will be entering a period of significant growth.
This growth, if effectuated, will expose our Company to increased competition, greater overhead,
marketing and support costs and other costs associated with entry into expanded markets and
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solicitation of new customers. To manage growth effectively, we will need to continue to
improve and expand our operational, financial and management information systems and to
expand, train, motivate and manage our employees and sub-contractors. Should we be unable to
manage growth effectively, the results of our operations could be adversely affected.
A failure of our business plan.
While management has developed a business plan, there can be no assurance that said plan will
succeed in whole or part. As a part of the business plan it is necessary for management to have
broad discretion in handling the expenditure of the net proceeds of the Offering because of the
consistently quick changes in the marketplace. However, this broad discretion also creates some
risks.
We currently rely, and will continue to rely, on other parties for several key aspects of our
business and operations.
We rely on other parties for certain portions of our operations and will rely on other parties to
develop key business relationships. Due to the nature of our operations, we are and will continue
to be reliant on others. We currently do not have agreements with all anticipated or potentially
necessary parties, and we may not be able to enter into any such agreements. If we fail to enter
into agreements with any of these parties, our business will suffer and we may never become
profitable.
Our acquisition strategy subjects us to significant risks.
While we have an acquisition strategy, we have not identified any potential acquisition targets
and are not in discussions with respect to any potential acquisition targets. Therefore, the timing,
size and success of our acquisition efforts and the anticipated capital requirements to implement
our strategy cannot be predicted. The success of our acquisition strategy will depend largely on
our ability to identify suitable acquisition candidates and secure any necessary financing, without
diverting management’s attention from the operation of our business. Competition for
acquisition targets could result in increased acquisition prices and fewer businesses available for
investment.
In addition, upon completion of an acquisition, we will still face a number of risks relating to any
business we may acquire, any of which could seriously harm our business, including:
• potential liabilities or contingencies resulting from entry into new geographic and
customer markets;
• potential disputes with the sellers of an acquired business;
• adverse effects on our reported operating results due to accounting charges associated
with acquisitions;
• failure to retain key clients or personnel of an acquired business;
• failure of the acquired business to achieve expected results;
• increased expenses resulting from newly engaged personnel;
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• difficulties related to the integration of an acquired business with our existing
businesses, including difficulties in integrating different corporate cultures and
operating strategies, which could divest management’s attention from our day-to-day
operations; or
• customer dissatisfaction or performance problems with an acquired business could
harm our reputation or harm existing customer relationships and make it more
difficult for us to acquire new customers.
The above-described risks apply to future and completed acquisitions. For all of the above
reasons, our pursuit of an overall acquisition and investment strategy or any individual
acquisition or investment could seriously harm our business.
A portion of the proceeds of this Offering may be used by us to pursue unspecified
acquisitions, which means we make acquisitions, which you would otherwise not have
approved.
The net proceeds of this Offering have been allocated, in part, for use in connection with
unspecified future acquisitions. Since we have not identified any other potential acquisition
candidates, are not in discussions with any potential acquisition candidates and have not
established any minimum criteria for any other acquisitions, you will not have the opportunity to
evaluate the specific terms, merits or risks of any acquisitions.
If we are not able to manage any growth we experience, our business could be seriously
harmed.
The success of our growth strategy will depend, in part, on our ability to monitor and control our
future growth, if any. We anticipate rapid growth over the next 12 months as we expand our
operations. This growth, if it occurs, will place significant demands on our management and
other resources. To maintain this anticipated growth rate, we will need to attract, retain, and
motivate highly trained officers, employees, marketing and other talent. We will also need to
improve our operational, financial and management processes and systems. If we fail to
successfully implement and integrate these systems or if we are unable to expand these systems
to accommodate our growth, we may not have adequate, accurate or timely financial and
operational information, which could seriously harm our business. We may not be able to
accomplish these objectives, which could adversely affect our business.
Reliability of market data.
The Company may have based the market data and certain other information in this
Memorandum on information supplied by governmental agencies, various public
announcements, filings related to other developments and similar projects in the area, and other
third party sources. We have also relied on other sources that we believe to be reliable. The
Company has not independently verified any market information, announcements or filings and
it is possible that they may not be accurate in all material respects. Accordingly, you should not
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25.
rely too greatly on such data when making your investment decisions and should keep in mind
that market conditions may change at any time for a variety of reasons.
General economic conditions.
The financial success of the Company may be sensitive to adverse changes in general economic
conditions in North America and worldwide, such as recession, inflation, unemployment, and
interest rates. Such changing conditions could reduce demand in the marketplace for the
development of our business. The Company has no control over these changes.
Markets.
The markets for our products are unpredictable and subject to significant cycles due to other
world market and real influences, and there is no assurance a down time in the market will not
adversely affect the Company.
Factors beyond the control of the Company.
Projects for the acquisition and development of the Company’s products are subject to many
factors, which are outside the Company’s control. These factors include general economic
conditions, proximities to utilities and transportation, shortages of labor and materials and skilled
craftsmen and price of materials and competitive products and the regulation by federal and state
governmental authorities.
It is impossible to predict the future results of operations, and we expect some fluctuations in
operations.
As a result of the emerging nature of the markets in which we compete, we are unable to
accurately estimate, or guaranty our future profitability.
Oil and Gas pricing pressures may reduce profitability.
If pressures for oil and gas prices should decrease over time, particularly in the United States and
Canada, there can be no assurance that the prices we can charge for our products will be as
favorable as recent historical prices. In addition, in many international markets, the government
controls the prices of oil and gas. We may be forced to lower prices to compete with other
products. Lower prices and competitors’ attempts to gain market share could adversely affect
our business, financial condition and results of operations.
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Petroleum production facilities are highly regulated.
The research, development, distribution, marketing and selling of our products is subject to
regulation by governmental regulatory authorities in the United States and other countries.
Failure to comply with regulatory requirements could subject us to regulatory or judicial
enforcement actions, including, but not limited to, seizures, injunctions, civil penalties, criminal
prosecution, refusals to approve new exploration and development and suspensions and
withdrawals of existing approvals.
Lack of revenue history.
The Company was formed in 2007. The Company has never had any revenues. The Company is
not profitable and the business effort is considered to be in an early development stage. The
Company must be regarded as a new or development venture with all of the unforeseen costs,
expenses, problems, risks and difficulties to which such ventures are subject.
No assurance of success or profitability.
There is no assurance that the Company will ever operate profitably. There is no assurance that
it will generate revenues or profits, or that the value of the Company’s Units will be increased
thereby.
Lack of diversification.
Because of the limited financial resources that the Company has, the Company may not be able
to diversify its operations. The Company’s inability to diversify its activities into more than one
area will subject the Company to economic fluctuations and therefore increase the risks
associated with the Company’s operations.
If the Company borrows money using the Company’s Assets as collateral, the Investors could
lose all of their investment, if the collateral was to be foreclosed.
The Company may borrow money secured by the Company’s assets as collateral. The terms of
the loan and the payments required to be made under the loan documents may reduce the return
that the Company may otherwise generate. Should the Company fail to satisfy the terms of any
loan, the Company assets pledged to secure such loan may be at risk to foreclosure or other
similar process to satisfy the amount borrowed for the loan.
Regulators may review this Offering and require that the terms of your investment be modified
in a way that adversely affects your interests.
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In the event that we undertake to register these Securities, we may be required to modify the
terms of this Offering. Potential modifications may include, but are not limited to, an increase in
the time you must refrain from selling Securities beyond the lock-up period, requiring the lock-
up to be unconditional in nature and/or requiring us to exclude your Securities from a registration
statement. By executing the Subscription Agreement attached hereto, you will acknowledge and
agree that such modifications may occur and you will agree to any necessary modifications.
PRIOR TO MAKING A PURCHASE DECISION RESPECTING THE SECURITIES
DESCRIBED HEREIN, A PROSPECTIVE INVESTOR SHOULD CAREFULLY
REVIEW AND CONSIDER THE INFORMATION REGARDING THE RISKS
CONTAINED HEREIN, INCLUDING ALL OF THE EXHIBITS. THE COMPANY AND
ITS BOARD OF DIRECTORS ARE AVAILABLE TO DISCUSS WITH PROSPECTIVE
INVESTORS ANY MATTER SET FORTH IN THESE RISK FACTORS OR ANY
OTHER MATTER RELATING TO THE SECURITIES OFFERED HEREBY SO THAT
PROSPECTIVE INVESTORS AND/OR THEIR REPRESENTATIVES MAY HAVE
AVAILABLE TO THEM ALL INFORMATION, FINANCIAL AND OTHERWISE,
RELATING TO THE COMPANY OR PURCHASE OF INTERESTS THEREIN.
DIVIDEND POLICY
The Company has never declared or paid cash or other dividends on its Common Stock. The
payment of dividends, if any, in the future is within the discretion of the Board of Directors and
will depend upon the Company’s earnings, its capital requirements and financial condition, and
other relevant factors. The Company presently intends to retain all earnings for use in its
business and does not anticipate paying dividends in the foreseeable future.
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DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company currently consists of 150,000,000 shares of
Common Stock, par value $.001 per share. As of the date of this Memorandum, there are
approximately 24,952,338 common shares outstanding.
As of the date hereof, the following persons hold the outstanding shares of Common Stock in the
following amounts:
Shareholder Shares Pre Capital Raise Percentage
André L’Heureux (President & COO) 3,000,000 12%
Antonio Treminio (Chairman & CEO) 3,000,000 12%
Daniel Ringuet (Vice President) 3,000,000 12%
Public Float (Approx 1,100 Shareholders) 15,952,338 64%
Total 24,952,338 100.00%
PLAN OF DISTRIBUTION
The Units offered hereby are being offered and sold only to “accredited investors”. In
connection with this Offering, the Company may pay fees to persons who, acting as finders,
introduce the Company to prospective Investors who purchase Units in the Offering. Except for
fees and commission payable to finders not to exceed $300,000, if any, the Company has no such
arrangement as of the date hereof. The Units are offered at $0.35, with a minimum investment of
$5,250 for 15,000 Units; provided that the Company, in its sole discretion, may accept
subscriptions for less than 15,000 Units. In addition, the Company reserves the right to increase
the size of the Offering by a maximum of 50%.
The Company will hold the Initial Closing of the Offering at any time after subscriptions for the
minimum number of Units have been received from qualified investors and accepted by the
Company. The Company expects to hold the Initial Closing on or about July 31, 2009. The
Company may hold additional interim closings after the Initial Closing. The Company
anticipates that no additional subscriptions will be accepted after July 31, 2009 although the
Company reserves the right to extend such period by an additional 45 days. Pending acceptance
of any subscription, each prospective Investor’s payment accompanying the Subscription
Agreement will be held by the Company in the form received. If any prospective Investor’s
subscription is rejected, the Company will return to such prospective Investor his or her
subscription payment, with no interest.
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SUBSCRIPTION PROCEDURES
Persons may subscribe for Units offered hereby by executing and delivering to the Company an
executed Subscription Agreement, a form of which is attached hereto as Annex 1, and if the
Purchaser is in the United States or is a “U.S. person” as defined in Regulation S under the
United States Securities Act of 1933, as amended, a completed Investor Certification and an
executed copy of IRS Form W-9. Non-U.S. citizens or entities may not use Form W-9. The
Subscription Agreement contains important information whereby the Company can determine
whether subscribers are “accredited Investors.” Only “accredited Investors” will be able to
participate in this Offering. The completed and executed Subscription Agreement and applicable
IRS Forms must be accompanied by payment in full for all Units subscribed. Such payment
must be made by check, cashier’s check or money order payable in United States dollars and, if
paid by check, drawn on a commercial bank having an office within the United States. All
subscription checks should be made payable to “Novo Energies Corporation” or by wire transfer
for the Benefit of Novo Energies Corporation prior to 5:00 p.m. and must receive all
subscription documents by New York, New York time, on July 31, 2009 (as such date may
be extended). A subscription to purchase Units may not be revoked except with our written
consent. The Company reserves the right in its sole discretion to accept or reject any
subscription, in whole or in part.
MANAGEMENT TEAM AND DIRECTORS
The following is a brief description of the business background of the executive officers and
directors of the Company.
André L’Heureux, President and Chief Operating Officer. Mr. L’Heureux has over 25 years
of chemical and biotechnological experience. Mr. L’Heureux was the President of Chemco, Inc.,
a private chemical company specializing in industrial water treatment products. Previously, Mr.
L’Heureux was a researcher in polymer and biopolymer development. From 1985 to 1993, Mr.
L’Heureux worked for Rothmans Benson & Hedges and Imperial Tobacco. In 1984, after
finishing his studies as a mechanical technologist, Mr. L’Heureux continued his education in
administration at the University of Quebec.
Antonio Treminio, Chief Executive Officer and Chairman. Mr. Treminio’s primary focus is
to lead and assist together with his management team the planning and execution of Novo
Energies' current and future business plan. Since 1996 Mr. Antonio Treminio, has been involved
as a consultant to publicly traded companies, participating in structuring mergers and acquisition,
re-capitalization, financing in the mining / precious metals & energy sector. Mr. Treminio since
2003 has been the president of Lusierna Asset Management Ltd. a private venture capital firm. In
1993 after attending his studies in Business Administration at Loyalist College in Belleville,
Ontario Mr. Treminio started his career in the private banking sector with Dean Witter Reynolds,
in 1995 he joined PaineWebber to further his career while focusing on establishing Strategic
Alliances and/or Referral Agreements with top-tier Latin American financial institutions.
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Daniel Ringuet, VP Strategic Planning. Mr. Ringuet, since June 1999 has been the President
of Darin Capital, a private holding corporation. Since 1992, Mr. Ringuet has been a consultant
and founder of public and private companies and has been responsible for securing over $90
million for those companies. Mr. Ringuet started his career in 1982 as a stockbroker with
Geoffrion Leclerc, a Montreal based Investment Firm.
Philippe Germain, Investors Relation’s Coordinator. Since 2008, Mr. Germain has worked
as a consultant for Darin Capital, a private holding corporation with emphasis in capital markets.
Mr. Germain is fluent in French, English and German. Mr. Germain’s primary activities have
been to promote and establish capital raising activities, accounting keeping and communications
for companies in North America and Europe. In 2006, Mr. Germain initiated his career as a
consultant after finishing his studies in economics and politics at University Laval (Quebec),
where he specialized in the field of profitability studies, analysis of financial statement and
statistical studies. Mr. Germain continues to refine his learning’s in administrative field at the
University of Quebec.
Congressman Curt Weldon, U.S. Government Relations, Business Development and
Advisor to the Board of Directors
Congressman Curt Weldon served in the US Congress for 20 years. When he retired in 2007, he
was Vice Chairman of both the Armed Services Committee and the Homeland Security
Committee as well as a Member of the Energy and Environment Sub-Committee. During his
tenure in Congress, he initiated and chaired the US/FSU Energy Parliamentary Relationship,
served as Co-Chair of the International Energy Advisory Council and keynoted a number of
International Energy Forums. Congressman Weldon organized and led over 50 bi-partisan
Congressional Delegations to 75 nations including the first-ever Congressional Delegations into
Libya and North Korea. Prior to his successful career in elective office as a Mayor, County
Commissioner and Member of Congress, Weldon served as an Educator and University
Professor as well as a Director with the INA/CIGNA Corporation at its Corporate Headquarters
in Philadelphia, Pennsylvania. Congressman Weldon formed and currently serves as CEO of
Jenkins Hill International – a firm providing International Consulting as well as facilitating
International Strategic Relationships. Over 100 professional associations and international
organizations have honored Congressman Weldon. Congressman Weldon has been honored with
Doctorate Degrees from several US and International Universities and was inducted as an
Academician in the Russian Academy of Social Sciences.
Technical
Normand Leblanc, Chemical Eng. MBA. Mr. Normand is currently process chief engineer of
GCM Consultants in Montreal. Prior to joining GCM, Mr. Normand was the East Canadian
Director for Petro-Canada products from 1999 to 2006. With more than 30 years in chemical
and petrochemical operation, Mr. Norman previously worked for BP Canada and Monsanto prior
to completing his B Sc.A in chemical engineering and Masters in Business Administration
(MBA) in 1989.
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31.
Guy Brouillard, Chemical Eng. Mr. Brouillard, with over 20 years of chemical and
petrochemical experience, is currently Senior Engineer for GCM Consultants. Mr. Brouillard is
a field specialist in process safety management and process optimization. In 2002, Mr.
Brouillard received an Engineering Pathfinder Award from DuPont Chemical. In 1988, after
finishing his studies in chemical engineering at Ottawa University, Mr. Brouillard joining Dexter
Chemical.
Claude Bilodeau, Chemical Eng. Since 2007, Mr. Bilodeau has been a petrochemical engineer
with a GCM Consultants bringing with him over 32 years of petrochemical experience. Mr.
Bilodeau was general director of PTT PolyCanada, a division of Shell Canada. From 1975 to
2004, Mr. Bilodeau was petrochemical engineer and administrator for Shell Canada in Montreal
after finishing his studies at Ecole Polytechnique de Montreal in 1975.
René Lamonde, Chemical Eng. With 40 years of experience in the petrochemical industries,
Mr. Lamonde is a well-experimented engineer. From 1967 to 2000, Mr. Lamonde worked for
Shell Canada as a technical director at an operation field prior to joining GCM Consultants in
2000. Mr. Lamonde completed his chemical engineering formation in 1967 follow by an
international management administration from HEC, Montreal.
INFORMATION FOR RESIDENTS
OF CERTAIN STATES
For California Investors Only:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE CALIFORNIA CORPORATIONS CODE BY REASON
OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED
AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE CALIFORNIA CORPORATIONS CODE, IF SUCH REGISTRATION
IS REQUIRED.
ALL OFFERS OR SALES MADE IN CALIFORNIA SHALL BE SUBJECT TO THE
FOLLOWING RESTRICTIONS: IT IS UNLAWFUL TO CONSUMMATE A SALE OR
TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS
PERMITTED IN THE COMMISSIONER'S RULES. UPON ANY TRANSFER IN WHOLE
OR IN PART OF ANY OF THE UNITS OR INTERESTS THEREIN TO CALIFORNIA
RESIDENTS OR TO, IN, OR FROM CALIFORNIA, ANY DOCUMENTS OR
ASSIGNMENTS OF TRANSFER MUST BEAR THE SAME LEGEND.
For Colorado Investors Only:
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32.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR THE COLORADO SECURITIES ACT OF 1991 BY
REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED
AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE RESOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE ACT OF 1933, AS AMENDED, OR THE
COLORADO SECURITIES ACT 1991, IF SUCH REGISTRATION IS REQUIRED.
For Delaware Investors Only:
PURSUANT TO §517.061(12) OF THE DELAWARE SECURITIES ACT, WHEN SALES
ARE MADE TO FIVE OR MORE PERSONS IN DELAWARE, ANY SALE IN DELAWARE
MADE TO A PURCHASER, OTHER THAN THOSE EXCLUDED FROM THE DEFINITION
OF "PURCHASER" FOUND IN §517.061(12)(b) PURSUANT TO §517.061(12)(a) OF THE
DELAWARE SECURITIES ACT, SHALL BE VOIDED BY THE PURCHASER IF SUCH
SALE IS WITHIN THREE DAYS AFTER (a) THE FIRST TENDER OF CONSIDERATION
IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR
ANY ESCROW AGENT OR (b) THE AVAILABILITY OF SUCH PURCHASER'S
PRIVILEGE TO AVOID SUCH SALE IS COMMUNICATED TO HIM (WHICHEVER IS
LATER)
For Florida Investors Only:
THE UNITS REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE
HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA
SECURITIES ACT. THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN
THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE
THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE
FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3)
DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO
SUCH PURCHASER, WHICHEVER OCCURS LATER.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH
(13) OF CODE SECTION 10-5-9 OF THE FLORIDA 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 STATEMENT
UNDER SUCH ACT.
24

33.
For Illinois Investors Only:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE
SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS OFFERING DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS CRIMINAL OFFENSE.
New Jersey Investors Only
THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED UPON
OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THE WITHIN
OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL
OF THE ISSUE OR THE SALE THEROF BY THE BUREAU OF SECURITIES OR THE
DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
For New York Investors Only:
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON
OR ENDORSED THE MERITS OF THIS OFFERING. THIS OFFERING DOCUMENT MAY
BE FILED AS AN EXHIBIT TO THE COMPANY'S M-11 NEW YORK STATE FILING;
HOWEVER, IT HAS NOT BEEN REVIEWED OR OTHERWISE APPROVED BY THE
BUREAU OF INVESTOR PROTECTION AND SECURITIES, OF THE DEPARTMENT OF
LAW, OF THE STATE OF NEW YORK. ANY CONTRARY REPRESENTATION IS
UNLAWFUL. THIS OFFERING DISCLOSURE DOCUMENT DOES NOT CONTAIN ANY
UNTRUE STATEMENTS OF MATERIAL FACTS, NOR DOES IT OMIT ANY MATERIAL
FACTS NECESSARY TO MAKE THE STATEMENTS MADE IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. THIS
DOCUMENT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS AND
INFORMATION PURPORTED TO BE SUMMARIZED HEREIN, BUT SHOULD NOT BE
DEEMED TO CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THE OFFERING OF THE UNITS HAS NOT BEEN REVIEWED BY THE ATTORNEY
GENERAL OF THE STATE NEW YORK BECAUSE OF THE OFFEROR'S
REPRESENTATIONS THAT THIS IS INTENDED TO BE AN OFFERING PURSUANT TO
RULE 504 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND THAT IF ALL OF THE CONDITIONS AND LIMITATIONS OF REGULATION D
ARE NOT COMPLIED WITH, THE OFFERING WILL BE RESUBMITTED TO THE
ATTORNEY GENERAL FOR AMENDED EXEMPTION. EACH NEW YORK INVESTOR
WILL BE REQUIRED TO AGREE THAT HE OR SHE WILL NOT SELL OR OTHERWISE
TRANSFER THESE UNITS (OR THE INDIVIDUAL COMPONENTS) UNLESS THEY ARE
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION THEREFROM IS
AVAILABLE. FURTHER, THAT THE FUNDS INVESTED HEREIN ARE ILLIQUID AND
25

34.
THEREFORE ARE NOT REQUIRED FOR CURRENT NEEDS AND POSSIBLE PERSONAL
CONTINGENCIES OF THE INVESTOR. NEW YORK INVESTORS, AND THEIR
REPRESENTATIVES WILL HAVE ACCESS TO ALL OF THE DOCUMENTS, BOOKS,
AND RECORDS OF THE COMPANY DURING BUSINESS HOURS UPON REASONABLE
NOTICE TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.
ALL NEW YORK INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY
UNDERSTAND THAT THIS OFFERING MAY BE MADE ONLY TO THOSE NON-
ACCREDITED RESIDENTS OF NEW YORK WHO (1) HAVE A NET WORTH (ALONE OR
JOINTLY WITH SPOUSE EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES)
EQUAL TO THREE TIMES THE AMOUNT OF THE INVESTMENT AND AN ADJUSTED
GROSS INCOME (WITH SAME CRITERIA) OF FIVE TIMES THE AMOUNT OF THE
INVESTMENT.
For Pennsylvania Investors Only:
EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED
FROM REGISTRATION BY SECTION 203 (d), DIRECTLY FROM THE ISSUER OR
AFFILIATE OF THIS ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS
ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER OR ANY
OTHER PERSON WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY
THE ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE
CASE OF A TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF
PURCHASE, WITHIN TWO (2) BUSINESS DAYS AFTER HE MAKES THE INITIAL
PAYMENT FOR THE SECURITIES HEREIN OFFERED.
IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE
PURSUANT TO A PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR
RIGHT TO WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207 (m) OF
THE PENNSYLVANIA SECURITIES ACT OF 1972 [70 P.S. §1-207(m)], YOU MAY
ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER THE FIRST TIME YOU HAVE
RECEIVED THIS NOTICE AND A PROSPECTUS TO WITHDRAW FROM YOUR
PURCHASE AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONIES PAID BY
YOU. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY
PERSON. TO ACCOMPLISH THIS WITHDRAWAL, YOU NEED ONLY SEND A LETTER
OR TELEGRAM TO THE ISSUER INDICATING YOUR INTENTION TO WITHDRAW.
SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE
END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARE SENDING A
LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO AS EVIDENCE OF THE
TIME WHEN IT WAS MAILED. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU
SHOULD ASK WRITTEN CONFIRMATION THAT YOUR REQUEST HAS BEEN
RECEIVED.
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35.
For Massachusetts Investors Only:
MASSACHUSETTS RESIDENTS MUST HAVE HAD EITHER (i) A MINIMUM NET
WORTH OF AT LEAST FIFTY THOUSAND ($50,000) DOLLARS [EXCLUDING HOME,
HOME FURNISHINGS AND AUTOMOBILES] AND HAD DURING THE LAST YEAR, OR
IT IS ESTIMATED THAT THE SUBSCRIBER WILL HAVE DURING THE CURRENT TAX
YEAR, TAXABLE INCOME OF FIFTY THOUSAND ($50,000) DOLLARS OR (ii) A NET
WORTH OF AT LEAST ONE HUNDRED FIFTY THOUSAND ($150,000) DOLLARS [AS
COMPUTED ABOVE].
For Michigan Investors Only:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE MICHIGAN
SECURITIES ACT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
REGISTRATION UNDER THAT ACT OR EXEMPTION THEREFROM.
For Minnesota Investors Only:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER CHAPTER 80 OF THE
MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED FOR VALUE EXCEPT PURSUANT TO REGISTRATION OR
OPERATION OF LAW.
For Oregon Investors Only:
THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH THE
DIRECTOR OF THE STATE OF OREGON UNDER THE PROVISIONS OF OAR 441-
65-240. THE INVESTOR IS ADVISED THAT THE DIRECTOR HAS NOT REVIEWED
THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED
WITH THE DIRECTOR.
THE INVESTOR MUST RELY ON THE INVESTOR’S OWN EXAMINATION ON THE
COMPANY CREATING THE SECURITIES, AND THE TERMS OF THE OFFERING
INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT
DECISION ON THESE SECURITIES.
For Texas Investors Only:
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36.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER APPLICABLE
SECURITIES LAWS OF TEXAS AND ARE OFFERED PURSUANT TO A CLAIM OF
EXEMPTION UNDER SECTION 5.1 OF THE TEXAS SECURITIES ACT. THE
SECURITIES COMMISSIONER NEITHER RECOMMENDS NOR ENDORSES THE
INFORMATION PROVIDED HEREIN. THESE SECURITIES CANNOT BE RESOLD OR
TRANSFERRED FOR VALUE UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
For Washington Investors Only:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE WASHINGTON
SECURITIES ACT AND THE ADMINISTRATOR OF SECURITIES OF THE STATE
OF WASHINGTON HAS NOT REVIEWED THE OFFERING OR OFFERING
MEMORANDUM. THESE SECURITIES MAY NOT BE SOLD WITHOUT
REGISTRATION UNDER THE ACT OR EXEMPTION THEREFROM.
For all Investors:
IT IS THE RESPONSIBILITY OF ANY INVESTOR PURCHASING UNITS TO
SATISFY ITSELF AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT
TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH
PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR
OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE REQUIREMENTS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OF ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
MEMORANDUM, ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. THE SECURITIES ARE OFFERED BY THE COMPANY SUBJECT TO
PRIOR SALE, ACCEPTANCE OR AN OFFER TO PURCHASE, WITHDRAWAL,
CANCELLATION OR MODIFICATION OF THE OFFER, WITHOUT NOTICE. THE
COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER, IN WHOLE OR IN
PART, FOR THE PURCHASE OF ANY OF THE SECURITIES OFFERED HEREBY.
All States:
THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A
LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO
MEAN AN OFFER OR SALES MAY BE MADE IN ANY PARTICULAR STATE. THIS
MEMORANDUM MAY BE SUPPLEMENTED BY ADDITIONAL STATE LEGENDS. IF
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37.
YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE
LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE ADVISED TO CONTACT THE
PRESIDENT FOR A CURRENT LIST OF STATES IN WHICH OFFERS OR SALES MAY
BE LAWFULLY MADE.
INVESTOR SUITABILITY STANDARDS
A purchase of Securities offered hereunder involves a high degree of risk and is suitable only for
persons having substantial resources and who understand the long-term nature and risk factors
associated with this investment. Although there is a current market in the Common Stock, and
except as otherwise expressly contemplated by this Memorandum with respect to the Units, there
is no guarantee that one will continue. The Securities have not been registered under the Act or
the securities laws of any state, and are being offered and sold in reliance on exemptions from
the registration requirements of such laws (See “Risk Factors” and “Limitation on
Transferability”).
The Securities will not be offered by the Company to any prospective Investor who does not first
represent and warrant that either such prospective Investor:
(i) has such knowledge and experience in financial and business matters and that
such prospective Investor is capable of evaluating the merits and risks of an
investment in the Company; or
(ii) together with such prospective Investor’s Purchaser Representative, if any, have
such knowledge and experience in financial and business matters and that they are
capable of evaluating the merits and risks of such an investment.
The Company has established minimum suitability standards for prospective Investors
hereunder, whereby such Investor either:
(i) is a natural person whose individual net worth, or joint net worth with that
persons spouse, at the time of this purchase exceeds $1,000,000; or
(ii) is a natural person who had an individual income in excess of $200,000 in each of
the two most recent years or joint income with that person’s spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year; or
(iii) Any organization described in Section 501(c)(3) of the Internal Revenue Code,
Massachusetts or similar business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total assets in excess of
$5,000,000.
THESE STANDARDS REPRESENT MINIMUM REQUIREMENTS FOR PROSPECTIVE
INVESTORS AND DO NOT NECESSARILY MEAN THAT THESE SECURITIES ARE A
SUITABLE INVESTMENT FOR ANY INVESTOR MEETING THESE REQUIREMENTS.
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38.
MOREOVER, THE COMPANY RESERVES THE RIGHT TO MODIFY THE SUITABILITY
STANDARDS ON A CASE-BY-CASE BASIS IN VIEW OF AN INVESTOR'S FINANCIAL
CIRCUMSTANCES OR INVESTMENT EXPERIENCE.
GENERAL SUITABILITY STANDARDS
Each Investor will be required to represent in writing that:
(a) The Investor is acquiring the Securities for investment, for his/her own account and
not with a view to resale or distribution;
(b) The Investor's overall commitment to investments which are not readily marketable is
not disproportionate to the Investor's net worth, and the investment in the Securities
will not cause such overall commitment to become excessive;
(c) The Investor has sufficient knowledge and experience in financial matters, that he is
capable of evaluating the merits and risks of the investment, can bear the economic
risk of an investment for an indefinite period of time and can at the present time
afford a substantial loss of his investment;
(d) The Investor has evaluated the merits and risks of investing in the Units; and
(e) The Investor agrees that the certificates representing the Securities will contain and be
endorsed with the following, or a substantially equivalent, legend:
The Securities represented hereby have not been registered under the
Securities Act of 1933 as amended (the "Act") and the securities laws of any
state. These Securities have been acquired for investment purposes and not
with a view to distribution or resale, and may not be sold, assigned, made
subject to a security interest, pledged, hypothecated, transferred or otherwise
disposed of without an effective Registration Statement for such Securities
under the Act, and applicable state securities laws, or an opinion of counsel
satisfactory to the Company to the effect that registration is not required
under such Act and such state securities laws.
The Subscription Documents that accompany this Memorandum are designed to elicit
information necessary to enable the Company and Participating Finders, if any, to determine the
suitability of a prospective Investor and to assure that the Offering complies with the applicable
State and Federal securities laws. See Annex A: “Subscription Agreement” and Annex B:
“Investor Certification”.
The information supplied in those documents will be reviewed to determine the suitability of
prospective Investors, and the Company and participating Finders, if any, will have the right to
30

39.
refuse any subscription, if in its discretion it believes that the prospective Investor does not meet
the applicable Suitability Standards or that the Securities are otherwise an unsuitable investment
for the prospective Investor.
31

40.
Annex 1
SUBSCRIPTION AGREEMENT
FAX: +1-917-591-8886
Novo Energies Corporation
750 Côte de Place d'Armes, Suite #64
Montréal Qc H2Y 2X8 Canada
Dear Sir/Madam:
This will acknowledge that the undersigned hereby irrevocably subscribes to purchase
________________ Units of common stock, par value $.001 (the "Common Stock") of Novo
Energies Corporation (the "Company") at a per Unit price of US$0.35 for an aggregate purchase
price of $__________. The Units of Common Stock may hereinafter collectively be referred to as
the "Securities."
The Company on a “best efforts” basis is making this Offering to accredited Investors only.
The contemplated sale of the Securities offered hereby is part of a sale of up to $2,975,000
of securities of the Company consisting of an aggregate of 8,500,000 Units. THERE IS NO
MINIMUM AMOUNT THAT MUST BE SOLD AND THERE WILL BE NO ESCROW OF
SUBSCRIPTIONS. This Offering is being made pursuant to exemptions available under the
Securities Act of 1933, as amended (the "Act") and under certain other laws, including the securities
laws of certain states.
Upon receipt of the executed Subscription Agreement (including the Accredited Investor
Certification), the Company will deposit the accompanying check, if payment is by check, into its
checking account. Within 10 business days after the receipt by the Company of good funds from
the sale of the Securities, the Company will evidence its acceptance by countersigning and mailing a
copy of the Subscription Agreement along with a Common Stock certificate to the subscriber.
The undersigned acknowledges that none of the Securities have been registered under the
Securities Act of 1933, as amended (the "Act"), or the securities laws of any state, that the Securities
are being purchased for investment purposes and not with a view to distribution or resale, nor with
the intention of selling, transferring or otherwise disposing of all or any part of such Securities for
any particular price, or at any particular time, or upon the happening of any particular event or
circumstances, except selling, transferring, or disposing of said Securities made in full compliance
with all applicable provisions of the Act, the Rules and Regulations promulgated by the Securities
and Exchange Commission there under, and applicable state securities laws; and that such Securities
must be held indefinitely unless they are subsequently registered under the Act, or an exemption
from such registration is available, and will require an opinion of counsel that registration is not
required under the Act or such state securities laws, and that the certificates to be issued will bear a
legend indicating that transfer of the Securities have not been so registered and the legend may bear
32

41.
the following or similar words:
The Securities represented hereby have not been registered under the Securities
Act of 1933 as amended (the "Act") and the securities laws of any state. These
Securities have been acquired for investment purposes and not with a view to
distribution or resale, and may not be sold, assigned, made subject to a security
interest, pledged, hypothecated, transferred or otherwise disposed of without an
effective Registration Statement for such Securities under the Act, and applicable
state securities laws, or an opinion of counsel satisfactory to the Company to the
effect that registration is not required under such Act and such state securities
laws.
In connection with the purchase of the Securities, I acknowledge that the Company will be
relying on the information and on the representations set forth herein, and I hereby represent,
warrant, agree and acknowledge that:
(a) I have not received any general solicitation or general advertising regarding the
purchase of the securities;
(b) There is no finder in connection with this transaction;
(c) I have sufficient knowledge and experience of financial and business matters so that
I am able to evaluate the merits and risks of purchasing the Securities and I have had substantial
experience in previous private and public purchases of securities;
(d) I do not require for my liquidity needs the funds being used to purchase the
Securities. I have adequate means to provide for my personal needs, and possess the ability to bear
the economic risk of holding the Securities purchased hereunder indefinitely, and can afford a
complete loss on the purchase of these Securities;
(e) During the transaction and prior to purchase, I have read this Subscription
Agreement and Confidential Offering Memorandum and have had full opportunity to ask questions
of and receive answers from the Company and its officers and authorized representatives regarding
the terms and conditions of this Agreement, and the transactions contemplated hereby, as well as the
affairs of the Company and related matters. I understand that I may have access to whatever
additional information or documents concerning the Company, its financial condition, its business,
its prospects, its management, its capitalization, and other similar matters that I desire. In addition, I
understand that I may have, at the offices of the Company, at any reasonable hour, after reasonable
prior notice, access to all documents and information concerning the Company. I confirm that I do
not desire to receive any further information;
(f) I understand the meaning of the first three paragraphs of this Subscription
Agreement, and that a restrictive legend will be placed upon the certificates representing the
Securities purchased hereunder, and that instructions will be placed upon the Company's records for
the Securities prohibiting the transfer of the Securities absent full compliance with the Act and
applicable state securities laws;
(g) I understand that the Company intends to use the proceeds from the sale of the
Securities for the development of its assets and general working capital purposes;
33

42.
(h) I understand that the purchase price of the Securities being purchased hereby has
been arbitrarily determined and bears no relationship to the assets or book value of the Company, or
other customary investment criteria;
(i) I understand that this Subscription Agreement is subject to the Company's
acceptance and may be rejected by the Company at any time prior to a Closing, in its sole
discretion, for any reason or no reason at all, notwithstanding prior receipt by me of notice of
acceptance of my subscription;
(j) I may lose my entire investment and am willing to bear that lose;
(k) The Company may not be successful in any operation and may not be able to raise
sufficient capital to succeed; and
(l) There is no contract, undertaking, agreement or arrangement with any person to sell,
transfer or pledge to such person or anyone else the Securities or any part thereof, and I have no
present plans to enter into any such contract, undertaking, agreement or arrangement.
Except for any rescission rights that may be provided under applicable laws, I am not
entitled to cancel, terminate, or revoke my subscription, and any agreements made in connection
herewith shall survive my death or disability.
I hereby agree to indemnify and hold harmless the Company, its officers, directors,
stockholders, employees, agents and attorneys against any and all losses, claims, demands, liabilities
and expenses (including reasonable legal or other expenses) incurred by each such person in
connection with defending or investigating any claims or liabilities, whether or not resulting in any
liability to such person to which any such indemnified party may become subject under the Act,
under any other statute, at common law or otherwise, insofar as such losses, claims, demands,
liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact made by an Investor in this Subscription Agreement or (b) arise out of
or are based upon any breach by the Investor of any representation, warranty or agreement
contained herein.
This Subscription Agreement, prior to its acceptance by the Company at the Closing of the
Offering, is not transferable or assignable by the undersigned.
This Subscription Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed entirely within
such state.
This instrument contains the entire agreement of the parties, and there are no
representations, covenants or other agreements except as stated or referred to herein. Neither this
Agreement nor any provision hereof shall be modified, discharged or terminated except by an
instrument in writing signed by the party against whom any waiver, change, discharge or
termination is sought.
34