Mitl Loanstock

Information Memorandum 14th December 2001

$6,048,000 METALS INVESTMENT TRUST LIMITED: 10% SECURED CONVERTIBLE LOAN STOCK Maturing 15th February 2005 Convertible into 302,703 shares of Metals Investment Trust Limited.

Offered by Metals Investment Trust Limited 2nd Floor, Berkeley Square House Berkeley Square London W1J 6BD

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CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

No securities commission or similar regulatory body has passed upon the merits of the Secured Convertible Loan Stock [‘Loan Stock’] agreement offered in this Confidential Offering Memorandum [‘the Offering’]. There may be restrictions on the sale of the Loan Stock and it must be deemed speculative in nature [refer to ‘Benefits and Risks’]. The Offering contemplated is not, and under no circumstances is it to be construed as, a public offering of the Loan Stock described herein. As such, persons who subscribe to this Loan Stock pursuant to this Offering will not have the benefit of any review of the within materials by any securities commission or similar regulatory body within the jurisdiction in which they may be acquired. Acceptance by an investor of the Loan Stock in no way passes upon the merits or the validity of this Offering or of the investments proposed and/or made by Metals Investment Trust Limited or any of its affiliated companies.

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This document is a private placement memorandum and is not a public offering or any other form of public solicitation for funds.

$6,048,000 METALS INVESTMENT TRUST LIMITED: 10% SECURED CONVERTIBLE LOAN STOCK Maturing 15th February 2005 Convertible into 302,703 shares of Metals Investment Trust Limited. Summary of the Confidential Offering Memorandum Metals Investment Trust Limited [‘MITL’] is a company duly incorporated under the laws of England and Wales on the 26th day of October 1998. Meyado International Ltd [‘Meyado’] in its own name and as nominee shareholder on behalf of its clients owns a majority stake with more than 75% of the voting rights of MITL’s shares. MITL is the sole controlling shareholder of Meretec Corporation; a company duly incorporated under the laws of the State of Delaware, USA on the 9th day of May 2000 [‘Meretec’]. Meretec is the global brand name for a process, which transforms galvanized steel scrap into premium-grade steel melting stock and ready-to-use high quality zinc dust [‘the Meretec process’]. MITL through its wholly owned subsidiary Meretec, has the potential to become one of the world’s largest producers of zinc and the global market leader in the recycling of galvanised steel. The proceeds of this Offering, by which investors or subscribers will receive Loan Stock in MITL, will be directed primarily at the completion of Meretec’s plant. It is estimated that with all best efforts, construction will be completed within an estimated time frame of 12 weeks from the closing of this Offering. A further 14 weeks will be required as a run-up period in order to bring the plant fully online. Investors in this Offering are required to subscribe a minimum in MITL’s Loan Stock of US$50,000 or multiples of US$ 25,000 [i.e. $50,000, $75,000, $100,000, etc.]. This Offering represents an offer in MITL’s Loan Stock paying an annual interest rate of 10% per annum. The Loan Stock is secured on the property, plant and patents of MITL. The Loan Stock may be converted to shares in MITL at a price of $ 18.50 on 15th February 2005. It is envisaged by MITL that the required and realized total subscriptions received from investors to this Offering will amount to a targeted US$6,048,000. This value of the property, plant and patents as well as the price per MITL’s share has been based on an independent valuation of MITL’s current plant and projected profit by a major international consulting firm specializing in this field. Subscriptions by investors will be received by MITL subject to rejection in whole or in part by the directors of Meyado, which strictly reserves the right to close the within Offering at any time without notice and in any event, the Offering will terminate at 11.59 pm, GMT, on the 15th day of February, 2002 or any subsequent extension thereof.

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MITL’s registered office is located c/o Meyado International Limited, 2nd Floor, Berkeley Square House, Berkeley Square, London W1X 6EA, United Kingdom; Tel: +44 (0) 20 7887 6045; Fax: +44 (0) 20 7887 6540; e-mail address www.meyado.com. All dollar amounts throughout this Offering Document are in US Dollars.

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Summary of the Terms of the Convertible Loan Stock Issuer:

Metals Investment Trust Limited.

Denomination:

US Dollars.

Method of sale:

Private Placement.

Form of Loan Stock:

Secured Convertible Loan Stock secured by the property, plant and patent of Metal Investment Trust Limited. Loan Stock may be held in multiples of US$25,000.

Issue of Loan Stock:

15th February 2002.

Interest:

Interest will be payable at the rate of 10% per annum on the 31st of December of each year until maturity.

Maturity:

15th February 2005

Conversion:

The Loan Stock holder will be offered to convert his holdings into shares of MITL at $18.50 on 15th February 2005

Payment and delivery:

In the case of redemption interest and principle will be repaid to the holder to an account of his named choice within 14 days of maturity. In the case of conversion, the Loan Stock will be convertible into shares of MITL.

Status:

The Loan Stock will be secured by the assets of MITL namely: the property, plant and patents.

Withholding tax:

All payments will be made without withholding or deduction for or on account of any United Kingdom taxes unless required by law.

Governing law:

Laws of England.

Listing:

The Loan Stock will not be traded on any official market.

Secondary Market:

The Loan Stock will be freely transferable by the holder by notice to the Investment Advisor; however, the Loan Stock will not be freely traded on an open market.

Issuing and Principal Paying Agent:

MITL.

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Paying Agents:

HSBC Guernsey, Channel Islands Account Name: Metals Investment Trust Limited Account Number : Sort Code 40-22-25 Swift Code: MIDLJESH

Investment Advisor:

Meyado International Limited Messe Turm PO Box 23 60308 Frankfurt Germany.

Responsibilities of the Investment Advisor: The Investment following:

Advisor

undertakes

the

a) to maintain a record of Loan Stock holders and to permit and record transfers of Loan Stock during the life of the Loan Stock. b) to act as ‘honest broker’ between MITL and or the Loan Stockholders in the event of disputes or non-compliance by MITL of the covenants contained herein. c) in the event of non-compliance by the company of any of the covenants contained herein the Investment Advisor will inform the company of the default, and if the default is not remedied within 14 days the Investment Advisor will be entitled to appoint an arbitrator to assess damages (if any) suffered by the Loan Stock holder’s at MITL’s expense. Security:

The debt is secured on the assets of MITL under a pledge and security agreement and is guaranteed by MITL. MITL for themselves undertake that at all times the Loan Stock described hereunder will be collateralised in the form of the property, plant, patents and other fixed assets as described in the balance sheet of MITL. Copies of the security documents are held at the offices of MITL and are available upon request.

Covenants:

MITL hereby covenants and undertakes with the Loan Stock holder that until all amounts whether in respect of principal or interest due or to become due under this Loan Stock agreement have been paid in full or the Loan Stock holder 6

has converted his interest into shares of the company: a) to make available to the Loan Stock holder as soon as practicable and in any event not later than 120 days after the close of each annual accounting period a copy of its annual accounts. b) not to enter into any transactions which in the reasonable opinion of the Loan Stock holder would or might materially adversely affect its business, property, assets, operation, financial condition or MITL’s ability to perform its obligations hereunder. Anti-dilution:

The holders of this Loan Stock will be protected by anti-dilution provisions during its life. In the event that the Loan Stock is fully subscribed the holders will be entitled to convert into 0.505% of the equity of MITL (in proportion to their individual holdings). The effective date for calculating the anti-dilution number will be 27th March 2001, at which point the number of outstanding shares is 59,983,365. Any future changes in share capital will ensure that Loan Stock holders receive a corresponding number of shares in relation to their current entitlement and that they will in no way be treated in an unfair way. In the event that only a proportion of the Loan Stock is subscribed, the percentage of the MITL equity will be adjusted accordingly.

Events of Default:

Each of the following shall constitute an event of default: a) If MITL defaults in the repayment of the principal or interest due on the Loan Stock and such default continues for five (5) business days after notice. b) MITL files a voluntary petition for relief under any chapter of the United Kingdom Bankruptcy Code or any such law and is not stayed or dismissed within 30 days. c) If MITL ceases or threatens to cease to carry on its business or any part thereof or changes the nature of its business or any part thereof material of MITL which would in the opinion of the Loan Stock holder affect its ability to discharge its commitments under this facility. 7

d) If MITL enters into any arrangement or composition with its creditors. e) If an encumbrancer takes possession of or a receiver or trustee is appointed over any material portion of the assets of the guarantors. Conversion:

On 15th February 2005 the Loan Stock holder will have the right to convert his Loan Stock into common shares of MITL by giving notice in writing to the Investment Advisor: Meyado International Limited Messe Turm PO Box 23 60308 Frankfurt Germany

Early Conversion:

At any time after 16th February 2002, MITL can redeem the Loan Stock provided that it gives Loan Stock holders 45 days notice through the Investment Advisor of its intention to redeem. In the event of a change of control and MITL shares are sold to a third party or floated on the stock market, then investors will be offered the chance to convert into shares at a price of $18.50 prior to maturity.

Notices:

Any communication, notice or demand to be given hereunder shall be duly given if delivered or mailed by certified or registered mail to: The Investment Advisor Meyado International limited Messe Turm PO Box 23 60308 Frankfurt, Germany Tel: + 49 (0) 69 97544663 Fax: +49 (0) 69 97544900

or MITL c/o Meyado International Limited, 2nd Floor, Berkeley Square House, Berkeley Square, London W1X 6EA, United Kingdom; Tel: +44 (0) 20 7887 6045; Fax: +44 (0) 20 7887 6540 8

or such other address as shall be designated by any party hereto to the other parties hereto in a written notice delivered in accordance with the terms hereof. Subscription Arrangements:

Subscriptions will be accepted between 15th December 2001 and close of business on 15th February 2002. The subscription is open to eligible investors. All subscriptions must be made on the printed application forms available on request from Meyado. Completed applications must be sent to: MITL Convertible Loan Stock Offering C/o International Investment Processors Limited The Warren, Grove Farm, Stoke Hammond, Bucks. MK17 9BP United Kingdom Tel: + 44 (0)1525 270288 Fax: + 44 (0)1525 270788 Subscriptions by investors will be received by MITL subject to rejection in whole or in part by the directors of Meyado, which strictly reserves the right to close the within Offering at any time without notice and in any event, the Offering will terminate at 11.59 pm, GMT, on the 15th day of February, 2002 or any subsequent extension thereof.

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BACKGROUND TO THE INVESTMENT OPPORTUNITY MITL removes the zinc coating from scrap galvanized steel before recycling, recovering premium-grade melt stock and high quality zinc dust as resources to sell with profit, whilst adding value to customers by preventing pollution and its associated costs. THE DEMAND Environmental considerations are now firmly and permanently on the boardroom agenda; corporations are facing the prospect of unlimited legal liability, increasing material and production costs, negative publicity and consumer rejection. Reducing the environmental impact of a company’s output has become a strategic corporate goal. The solution is eco-efficiency; the combination of environmental considerations with the practical reality of business economics. The key components of eco-efficiency are pollution prevention (P2) and resource recovery (R2). THE NICHE With its Meretec process, MITL is a world leader in P2R2 technology and the market leader in its niche. That niche is the multi-billion USD a year market of recycling galvanised steel. Steel is the most recycled material on earth, a process realised by melting scrap within the steel making and metal casting industries. But when melting galvanised steel, the zinc coating vaporises to become a costly contaminant, pollutant and chemical waste, with operational, metallurgical, and environmental consequences. The current costs and production penalties, plus the potential future legal liabilities, resulting from the collection, treatment, disposal and reuse of this waste are neither economically nor environmentally intelligent, when its production can be significantly reduced or eliminated altogether. THE MERETEC PROCESS The patented Meretec process removes the zinc coating before the recycling process, preventing the pollution that would otherwise be generated, and recovering the resources that would otherwise be lost. The Meretec process removes the zinc coating via a chemical reaction with sodium hydroxide in solution, leaving the steel in a virtually identical chemical state to when it was first produced. The Meretec process then recovers the zinc via electrowinning, a form of electrolysis, to produce zinc dust of 99.98% purity. The Meretec process is itself eco-efficient, with all processing chemicals being internally recycled, and only oxygen and hydrogen combined as water vapour, released into the atmosphere. The resulting residual-free steel is a premium-grade melt stock, the in-feed of choice for much of the metal casting industry. The high quality zinc dust is an altogether unique product, with highly specialised industrial and manufacturing applications, and realises a premium over the LME price.

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ADDED VALUE For each tonne of galvanised steel processed, MITL generates approximately 60 USD of tangible added-value. MITL’s profitability is only limited by the volume of galvanised steel that it can process. OPERATIONS Currently focusing on the US market, MITL is positioning itself to process the 2 million tonnes of scrap galvanised steel produced annually as stamping plant off-cuts by the US automotive industry. Additional growth will come from processing the galvanised steel from end-life automotive vehicles. Capitalising on 15 years of R&D in conjunction with the US Department of Energy, General Motors and the US Iron and Steel Association, MITL’s 11-acre East Chicago facility is the world’s first commercial operation and is only 26 weeks away from going on-line.* THE OPPORTUNITY. In addition to the contribution Loan Stock holders will make by participating in this Offering, they will be well positioned to take financial advantage of the benefits, which will likely accrue if MITL goes for its Initial Public Offering, which is anticipated within the next 18 months or is sold to a third party investor (Read Risk Factors).

* As at 30 November 2001, and dependent upon funding of $6,048,000 being raised.

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THE OFFER This offer is a private placement of Secured Convertible Redeemable Loan Stock made on its behalf by Meyado International Limited. 1.

PRIVATE PLACEMENT

Securities are offered only (i)

To professional investors,

(ii)

To a restricted circle of persons or

(iii)

In denominations or for a purchase price exceeding $50,000 (US Dollars).

1.1 Professional Investors A sales prospectus does not need to be published if the securities are only offered to persons who on a professional or commercial basis purchase or sell securities for their own account or for the account of a third party. Such persons are institutional investors and other professional investors such as banks, insurance companies, industrial companies, pension funds, investment management companies or financial services institutions, who, due to their professional expertise, do not depend on receiving information about the offered securities in the form of a sales prospectus. 1.2 Restricted circle of persons A sales prospectus does not need to be published if the securities are only offered to a restricted circle of persons. A circle of persons is deemed restricted if : (i) (ii) (iii)

These persons are individually known to the offeror prior to the offer; If they are addressed by him on the basis of a selected choice according to individual aspects; If they require no additional information by means of a prospectus.

1.3 Denominations or purchase price of at least DM 80,000 According to Section 2 No. 4 of the Prospectus Act, a sales prospectus does not need to be published if the securities may only be acquired in denominations of at least eighty thousand DEM or only at a purchase price of at least eighty thousand DEM per investor.

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THE PARTIES a) METALS INVESTMENT TRUST LIMITED METALS INVESTMENT TRUST LIMITED was duly incorporated under the laws of England and Wales on the 26th day of October 1998. Board of Directors The directors and officers of METALS INVESTMENT TRUST LIMITED are: Name and residence Gunnar Skoog 1064, Reddington dr, Aurora, Illinois, 60504, USA

Principal position Managing Director

Occupation Chief Executive

Martin Young Flat 1, 5 Mount Street, Mayfair, London, WIX 5EA, England

Director

Director appointed by Meyado

TRUSTEE, Daniel Freeland Director Attorney, Porte’ d’Leau, Plaaz, 2136 45th Avenue, Highland IN 46322

representing original MRTI shareholders

Director of MITL, Meyado International Ltd and Sensor Marketing AB. Mr. Skoog has a Bachelor degree from Stockholm University and has spent most of his professional life in international businesses. He has been with Lux (Household appliances) as Marketing Executive in the Philippines, South Korea and Malaysia, with Electrolux-Euroclean (Commercial cleaning equipment) as General Manager in Germany, and with Intrum Justitia (Finance) as Managing Director in the Czech Republic. He has also served as a director of Meyado International for six years. Mr. Skoog was appointed as Managing Director of MITL in January 2000. Mr. Martin E. Young was born in the United Kingdom in 1962. Mr. Young founded Meyado International Limited (MIL) in 1991. MIL has grown over the last 10 years to be one of the largest financial advisory companies in the world offering Private Banking Services to high net worth private clients. Mr. Young started working as a Fund manager in 1995 on behalf of MIL clients. He has run three funds for 5 years and now specializes in Fund management, Mergers and Acquisitions and raising venture capital for private clients. Share Capital The authorized share capital of METALS INVESTMENT TRUST LIMITED is £1,875,079.96 divided into 59,983,363 shares of 3.126 pence each and 2 shares of 2.000 pence each/. 13

Auditors Nykiel, Carlin, Glotzbach & Co 7135 Indianapolis Blvd, Hammond, Indiana, 46324, USA. Tel: +1 219 8443900

b) MERETEC CORPORATION MERETEC CORPORATION was duly incorporated under the laws of Delaware, United States on the 9th day of May 1999. . Board of Directors The director (s) and officer of MERETEC CORPORATION are: Name and residence Gunnar Skoog 1064, Reddington dr, Aurora, Illinois, 60504, USA

Principal position Managing Director

Dan Johansson

Senior Advisor

Fred Dudek

Technical Director

Mr Johansson has a M. Sc. in Process Metallurgy from The Royal Institute of Technology, Stockholm, Sweden. He has spent 34 years in the Swedish steel industry. Among others he has been responsible for research, production, investment management and general management. In 1992 - 2000 he served as president of SSAB Oxelösund AB, an integrated plate producer with sales all over the world Principal Consultant for Frederick J. Dudek & Co. servicing the chemical and physical processing industries. Mr. Dudek has a Bachelor and Master of Science degrees in Physics from Northern Illinois University and Illinois Institute of Technology. He began his industrial career as a Product & Process Development Scientist with American Zinc Corporation and then St. Joe Minerals Corporation. He has held R&D management positions at Allied-Signal's Corporate Research Center and two manufacturing divisions. He has also served as Principal Investigator at Argonne National Laboratory on projects to develop economic processes for recycling of industrial scrap. Share Capital The authorized share capital of MERETEC CORPORATION is $1,000 divided into 1,000 shares of $1 each.

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Auditors Nykiel, Carlin, Glotzbach & Co 7135 Indianapolis Blvd, Hammond, Indiana, 46324, USA. Tel: =+1 219 844390

c) MEYADO INTERNATIONAL LIMITED MEYADO INTERNATIONAL LIMITED was duly incorporated under the laws of England and Wales on the 23rd day of AUGUST 1988, company number 02289023. Board of Directors The director (s) and officer of MEYADO INTERNATIONAL LIMITED are: Name and residence Martin Young Flat 1, 5 Mount St, Mayfair, London W1X 5EA England

Principal position Managing Director

Mark Paine,

Company Secretary

Auditors Gallagher’s 33A High Street, Stony Stratford, Bucks, England Lawyers: Heuking Kuhn & Partners, Linden Str 31, 60325 Frankfurt, Germany

Share Capital The authorized share capital of MEYADO INTERNATIONAL LIMITED is £20,000 divided into 20,000 shares of £1 each. Meyado International Limited is wholly owned by MEYADO GROUP HOLDINGS LIMITED.

d) MEYADO GROUP HOLDINGS LIMITED MEYADO GROUP HOLDINGS LIMITED was duly incorporated under the laws of the Bahamas on the 19th day of August 1999. Board of Directors The director (s) and officer of MEYADO GROUP HOLDINGS LIMITED are: 15

Name and residence Martin Young Flat 1, 5 Mount St, Mayfair, London W1X 5EA England

Principal position Managing Director

Mark Paine,

Company Secretary

Share Capital The authorized share capital of MEYADO GROUP HOLDINGS LIMITED is $1,000,000 divided into 20,000,000 shares of 5 cents each. Other Principal Shareholdings MEYADO GROUP HOLDINGS LIMITED owns a majority stake in the following companies operating around the world principally engaged in financial services and in providing private banking services:

Company Name

Jurisdiction

Meyado International Limited International Investment Processors Limited Cameron Butler International Limited Cameron Butler Hong Kong Limited Finesco Cameron Butler PTE Limited

England & Wales England & Wales British Virgin Islands Hong Kong Jersey Singapore

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INVESTMENT POLICY AND OBJECTIVES The proceeds of this Offering, namely a maximum of $6,048,000 to be raised from participating subscribers to MITL’s Loan Stock, will be directed primarily to the completion of the plant at 415 East 151st Street, East Chicago, Indiana, USA.

SUBSCRIPTION PROCEDURE MITL is offering an overall total investment subscription of $6,048,000. Investors in this Offering are required to subscribe a minimum of $50,000 or higher multiples of $25,000. After execution by the investor of the subscription form and delivery of payment in the form of a bankers draft, certified cheque or telegraphic transfer, an investor is entitled to withdraw from the agreement to purchase MITL’s Loan Stock if, within 5 days following receipt of funds, written notice is given to Meyado that the investor has chosen not to be bound by the agreement and wishes to be reimbursed his or her subscription amount. In such case the full subscription amount, less any bank charges, will be released from the company’s bank account within 10 days of receipt of such notice, said reimbursed amount not being subject to the payment of any interest or any administrative charges. In the event that investors do not avail themselves of the foregoing ‘cooling-off’ period, then such subscriptions are irrevocable and non-refundable. Meyado will hold the subscription amount pending confirmation to subscribers that their subscription has been received, following which within 10 days, a receipt will be sent to the address given by the subscriber for correspondence stating that the requisite investment has been transferred to a nominee account bearing the subscriber’s name. At any and all times and notwithstanding the foregoing, subscribers may assign their Loan Stock to a third party, upon written notice being given to Meyado. The appropriate changes to the company Loan Stock register will be implemented by Meyado to facilitate such transfer from the Loan Stock holder to any third party.

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RISK FACTORS Risks that all investors need to be aware of before purchasing Loan Stock: MITL proposes to operate a plant using a chemical process to treat scrap-galvanised steel and produce clean black scrap and zinc powder of a very high level of purity. Revenues will be derived from the sale of these products. THIS OFFERING INVOLVES A CERTAIN DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE YOU DECIDE TO BUY OUR LOAN STOCK. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, PROSPECTS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS ARE LIKELY TO SUFFER.

1. Risks related to our financial condition 1.1 We Have Only Been in Business for a Short Period of Time; Your Basis for Evaluating Us Is Limited We were incorporated in October 1998. The existing plant in East Chicago has not yet reached full operating capacity. Accordingly, we have only a limited operating history for you to evaluate our business. You must consider the risks, expenses and uncertainties that an early stage company like ours faces. In order to address these risks successfully, we must: -

Create awareness of our product;

-

Develop the quality of the zinc powder we produce to the target level of 99.9% purity;

-

Attract customers;

-

Develop strategic relationships;

-

Continue to develop and upgrade our technology; and

-

Attract, retain and motivate qualified personnel.

There can be no assurance that the Company will be able to successfully address such risks, and the failure to do so could have a material adverse effect on the Company's business, prospects, financial condition and results of operations. 1.2 We Have Never Made Money We have received no revenues from any source to date. As of 30th June 2001, we had an accumulated deficit of approximately $0. We expect to incur losses until we become fully operational. We will need to generate significant revenues to achieve profitability. We may not achieve profitability. If we do not generate revenues or if our revenues grow more slowly than we anticipate or if our operating expenses increase more than we expect our business, prospects, financial condition and results of operations will be materially and adversely affected. 18

1.3 No Current Source of Revenue We expect to derive our revenues from the sale of clean black scrap steel and zinc powder. However to date, we have not yet signed any supply contracts with prospective purchasers for our product. We cannot guarantee that we will be able to obtain sales in sufficient amounts to make us profitable, or at all. 1.4 Fluctuation in Operating Results Our future revenues and results of operations may fluctuate due to a combination of factors, including: -

The LME zinc price, on which our zinc powder sales will be based;

-

Our ability to attract and retain customers;

-

Technical difficulties that may arise at the plant;

-

Future competition in our market; and

-

General economic conditions in North America.

Future revenues are difficult to forecast. If we have a shortfall in revenues in relation to our expenses, then our business, prospects, results of operations and financial condition would be materially and adversely affected. 1.5 Initial Public Offering Our goal is to float the Company on the Nasdaq in or about December 2002. There can be no assurance that such a flotation will be successful, and both the decision to go ahead with the flotation, and the timing thereof, will be subject to a number of factors, including: -

Market conditions;

-

The commencement, and the quality of our operating performance; and

-

Investor sentiment.

These factors may make the timing, amount, terms and conditions of the intended flotation unattractive for us. If we are unable to arrange a successful IPO our prospects for further expansion would be materially and adversely affected; and the ability of investors to sell their shares would be jeopardized.

2. Other risks relating to our company 2.1 We Are Dependent on Our Intellectual Property We believe that the US patent we hold, and the patents applied for in the European Union and Japan, will be critical to our success. We will rely on such patents to protect our intellectual property rights. Despite our precautions, it may be possible for third parties to obtain details of and use our processes without authorization, particularly in developing countries where our process will be of great value and where intellectual property rights are not protected to the same extent as under the laws of the United States. 19

Enforcement of our rights against those who may infringe them may be time consuming and expensive. There may be patents issued or pending that are held by others and that cover processes intended to achieve by other means the same results as our process achieves. The successful development of such processes could have a material adverse effect on our business, prospects, financial condition and results of operations.

3. Risks related to this offering 3.1 Broad Discretion of Management as to Use of Proceeds. The net proceeds to be received by us in connection with this Offering are allocated for a specific purpose, namely to complete construction of the plant. Nevertheless, management will have broad discretion with respect to the expenditure of such proceeds; and to the extent that only a portion of the Loan Stock is sold, all or a very significant portion of the proceeds received from Investors would be used to pay the expenses incurred in the Offering. 3.2 Shares are held by Meyado as Nominee Shareholder on behalf of existing and future investors. Meyado as Nominee Shareholder owns a controlling 75% interest in MITL and will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Meyado may differ from the interests of the other shareholders. Among other things, Meyado could use such control to add provisions to our Memorandum and Articles that could have the effect of delaying or preventing a change of control or changes in our management that a shareholder might consider favourable. Meyado is a relatively small private limited company, substantially controlled by a single major shareholder, and to the extent that Meyado might be subject to financial difficulties MITL could be adversely affected. 3.3 Absence of Dividends. The Company has not paid any cash dividends on the Shares and does not anticipate paying any such cash dividends in the foreseeable future. 3.4 Restrictions on Transferability. No Market for the Loan Stock or Shares. There is no existing public or other market for the Loan Stock. It is not anticipated that any such market will develop which will permit the sale of the Loan Stock unless and until the Company is floated on the Nasdaq or a similar market. Such flotation is not guaranteed and consequently investors may not be able to liquidate their investment in the Loan Stock or Shares in case of an emergency or for any other reason.

4. Risks related to this offering Our proposed business is subject to a number of risks. These include: -

Unexpected changes in regulatory requirements;

-

Difficulties and costs of staffing and managing operations, particularly in a phase of rapid growth; 20

-

Failure to exploit any market opportunity that exists for our products;

-

Technology standards;

-

Consequences of potentially adverse tax changes.

Any of these factors could adversely affect our business, prospects, financial condition and results of operations. Our ability to operate successfully depends on many factors. These factors include: -

Our ability to commence operations and generate a sufficient amount of revenues as soon as possible;

-

The quality of the zinc powder produced;

-

The effectiveness of our sales and marketing efforts; and

-

The performance of our technology.

5. Risk related to the security over the assets In the event of default and subsequent liquidation, the full value of MITL’s assets, namely the property, plant, machinery and patents may not be obtained. Consequently, investors may not have the full amount of their original investment returned. Further, there is no guarantee that an immediate sale of the assets can, or will, take place.

THE END

This fact sheet does not form part of any prospectus; it is intended for professional advisers only and if you are not a professional advisor you should read it in conjunction with the Key Features document or Prospectus. Applications should only be considered on the basis of the full prospectus for the offering concerned. An investment in the offering entails risks, which are described in the prospectus. However you should be aware that the value of Loan Stock, as well as the income you receive from them, can fall as well as rise and consequently you may not get back the amount originally invested. Past performance is not necessarily a guide to the future. Investing in Private Equity / Venture Capital caries a high level of risk as it may take some time before the proceeds of the investment can be realised. It may be impossible to exit the investment at a price that the Investment Advisor considers to be fair. Our charges may have to rise in the future, which could reduce the value of the investment. Changes in exchange rates between currencies may cause the value of your investment to diminish or increase. Performance of your investment may be affected by uncertainties in government policies, taxation, currency repatriation restrictions and other developments in the law and regulations of the countries it invests in. All or most of the protections provided by the UK regulatory system do not apply under this investment, compensation under the UK’s investor Compensation scheme will not be available and UK cancellation rules do not apply. This fund does not attempt to track the performance index illustrated; it is merely shown as an indication of the performance of the market(s) in which the service invests. The service is available only in jurisdictions where its promotion and the sale are permitted. Nothing in this fact sheet should be construed as advice. The service is not offered for sale in the US, its territories or possessions, nor in any jurisdiction in which the service is not authorised to be publicly sold. This fact sheet had been issued by Meyado and does not promote the products of any other companies.

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