MEMORANDUM
NUMBER

_______

                                               ISSUED
TO

_____________________


            ...




                    Novo Energies Corporation

                                       $2,975,000
                     ...



Offering, the Company may pay fees to persons who, acting as finders, introduce the
Company to prospective investors wh...






THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCE...



COMPLIANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.
HOWEVER, NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY S...



NOVO AT +1-212-315-9705 OR BY EMAILING HIM AT: atreminio@mac.com

THIS MEMORANDUM IS SUBMITTED ON A CONFIDENTIAL BASIS ...



                       FORWARD-LOOKING STATEMENTS

This Memorandum (the “Memorandum”) contains forward-looking statemen...
TABLE OF CONTENTS

                                                                                                       ...


                                                  


                        INVESTOR AND TRANSFER RESTRICTIONS

Because...





Although there is currently a secondary market for our Common Stock, we cannot assure you
that a secondary market for...



                               SUMMARY OF THE OFFERING

Novo Energies Corporation:           The Company develops green...



                      issuance upon exercise of Common Stock Purchase
                      Warrants.

Minimum Purchase...



                number of Units to be sold within the limits set forth
                above.
Risk Factors:    An inves...



                COMPANY DESCRIPTION AND PRODUCT OFFERINGS
                                       


Overview

The Compa...



                                  •    Near raw material supply (plastics and tires)
                                  ...



                                                   Offering

Gross Proceeds from this Offering                        $...





                                        RISK FACTORS

An investment in the Units involves a high degree of risk. The ...



Our capital requirements in connection with our development activities and transition to
commercial operations have bee...



completion of this Offering, executive officers and directors will, in the aggregate, beneficially
own over 50% of our ...



delays frequently encountered in connection with commencing new operations, including capital
requirements and manageme...



     • manage our third party relationships effectively; and
     • accurately predict and respond to the rapid technol...





Insufficiency of funds.

The Company believes that the net proceeds to the Company from the sale of the Securities
of...



solicitation of new customers. To manage growth effectively, we will need to continue to
improve and expand our operati...



       •   difficulties related to the integration of an acquired business with our existing
           businesses, inc...



rely too greatly on such data when making your investment decisions and should keep in mind
that market conditions may ...





Petroleum production facilities are highly regulated.

The research, development, distribution, marketing and selling...



In the event that we undertake to register these Securities, we may be required to modify the
terms of this Offering. P...



                           DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company currently consists...






                              SUBSCRIPTION PROCEDURES

Persons may subscribe for Units offered hereby by executing a...



Daniel Ringuet, VP Strategic Planning. Mr. Ringuet, since June 1999 has been the President
of Darin Capital, a private ...



Guy Brouillard, Chemical Eng. Mr. Brouillard, with over 20 years of chemical and
petrochemical experience, is currently...





THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR THE COLORADO SEC...



                        For Illinois Investors Only:

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SEC...



THEREFORE ARE NOT REQUIRED FOR CURRENT NEEDS AND POSSIBLE PERSONAL
CONTINGENCIES OF THE INVESTOR. NEW YORK INVESTORS, A...



                     For Massachusetts Investors Only:


MASSACHUSETTS RESIDENTS MUST HAVE HAD EITHER (i) A MINIMUM NET...



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER APPLICABLE
SECURITIES LAWS OF TEXAS AND ARE OFFERED PURSUANT TO A CLAIM...



YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE
LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE ADVISED TO CONT...



MOREOVER, THE COMPANY RESERVES THE RIGHT TO MODIFY THE SUITABILITY
STANDARDS ON A CASE-BY-CASE BASIS IN VIEW OF AN INVE...



refuse any subscription, if in its discretion it believes that the prospective Investor does not meet
the applicable Su...



Annex 1


                                 SUBSCRIPTION AGREEMENT


FAX: +1-917-591-8886
Novo Energies Corporation
750 ...



the following or similar words:
        The Securities represented hereby have not been registered under the Securities...



        (h)     I understand that the purchase price of the Securities being purchased hereby has
been arbitrarily dete...
Novo $0.35 Ppm (070109.Final) Pdf
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Novo Energies 35 cent Private Placement Memorandum.Download and subscribe.

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Novo $0.35 Ppm (070109.Final) Pdf

  1. 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. 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 i

  3. 3. 
 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. ii

  4. 4. 
 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 iii

  5. 5. 
 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 iv

  6. 6. 
 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. v

  7. 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. vi

  8. 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. 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. 1
  10. 10. 
 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. 2
  11. 11. 
 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 3
  12. 12. 
 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 4
  13. 13. 
 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. 5
  14. 14. 
 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: 6
  15. 15. 
 • 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. 7
  16. 16. 
 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. 8
  17. 17. 
 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. 9
  18. 18. 
 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 10
  19. 19. 
 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 11
  20. 20. 
 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; 12
  21. 21. 
 • 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. 13
  22. 22. 
 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 14
  23. 23. 
 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; 15
  24. 24. 
 • 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 16
  25. 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. 17
  26. 26. 
 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. 18
  27. 27. 
 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. 19
  28. 28. 
 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. 20
  29. 29. 
 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. 21
  30. 30. 
 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. 22
  31. 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: 23
  32. 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. 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. 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. 26
  35. 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: 27
  36. 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 28
  37. 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. 29
  38. 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. 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. 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. 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. 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

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