ADGEX Limited (ACN 156 556 035)
Suite 701, Level 7, 53 Walker Street, North Sydney, NSW, 2060, Australia
www.adgex.com │ [email protected] │Tel: +61 416 377 950
Sydney
2017
INFORMATION MEMORANDUM
Acquisition of 5% of equity stake in BLAZE Limited,
amounting to USD $3.125 million
- ADGEX Limited -
Commercial – in – confidence
1. DEAL SUMMARY
Information Memorandum
Project Initiator:
ADGEX Limited (ABN 61 156 556 035)
Acquisition of 5% of equity stake in BLAZE Limited, amounting to USD $3,125,000
An Offer for 12,500,000 Shares in BLAZE Limited at the issue price of AUD $0.25
per Share to raise USD $3.125 M
This Information Memorandum is dated on 13 April 2017
About this Information Memorandum
This Information Memorandum (‘IM’) is dated 13 April 2017 and is issued by ADGEX Limited (ADGEX,
ABN 61 156 556 035), and supersedes any prior information memorandum or marketing materials
given prior to this IM to the extent of any inconsistency.
If you receive this IM electronically, ADGEX will provide you with a paper copy, if requested.
From the date of this IM the Closing Date of the Offer shall be 13 June 2017 unless fully subscribed
earlier.
Requirement:
USD $ 3 125 000 through the issue of 12 500 000 fully paid ordinary
shares at USD $0.25 each. The new shares represent 5.0% of the
issued share capital in BLAZE Limited on a fully diluted basis.
Parcel size:
USD $ 625 – that is equivalent of 2 500 fully paid ordinary shares &
amounting to 0.001% of equity stake of BLAZE Limited.
Closing Date:
13 of June 2017.
Allotment of
Shares:
up to 20 of June 2017.
The Company reserves the right to extend or withdraw the Offer at any time without prior notice.
Prospective Investors are encouraged to submit their Applications as early as possible. Notification
of share issue will be sent to successful Applicants within 21 days of allotment of Shares. The
Company reserves the right to accept or decline an Application. The Company may also allot a
lesser number of Shares than the number for which the Application has been made should the
investment opportunity be oversubscribed.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
2. LETTER FROM THE MANAGING DIRECTOR
Dear Investor,
On behalf of the Board, I am pleased to present you the opportunity
to participate in this Offer to become a Shareholder of BLAZE
Limited.
The world is full of interesting and profitable projects! Investors
have always had a choice of which project to choose for investment,
however, it is really hard to find the technologies that are lucrative,
long-term, ecologically responsible and socially-oriented at the
same time!
Savvy Investors base their decisions based on ROI, points of difference, and risk minimization
based on potential uptake of the product or service. Add to this the environmental benefits and
social impacts of our technology, and I honestly believe that our conscientious and timely launch
into Australia can revolutionize the way we tackle the huge challenge of climate change. These
are the key factors of the greenBLAZE Project, making it worthy of your attention and selection!
Firstly, greenBLAZE technology is the best and most advanced solution in the field of conversion of
all types of human wastes. greenBLAZE solves the issues of global ecology and preserves the green
appearance of our Planet! greenBLAZE is a socially-focused technology. None of the current
technologies in the world are able to completely process all sort of waste generated by people.
Only greenBLAZE processors can do it. Moreover, greenBLAZE does it without any harmful
emissions into the atmosphere, as well as reclaims the soil and polluted water! All other methods
for waste utilization are based on incineration with production of incredibly harmful emissions,
such as furans, dioxins, heavy metals, sulphur etc. greenBLAZE is the technology based on the
process of decomposition of any material into molecular level and re utilization of any existing
substances.
By participating in this Project, you will personally contribute to the future of our kids, and the
generations to come in the decades ahead and beyond.
At the same time, humanity has already buried in the ground, or dumped on its surface
tremendous amounts of waste that cannot be treated with existing technologies. It means that
BLAZE Limited will have an unlimited source of feedstock (waste) for at least a hundred years
ahead. This feedstock (waste) is not only free for the BLAZE Limited business, but governments in
all countries around the world spend billions on trying to deal with this global problem. There are
no competitors for BLAZE Limited to treat landfilled wastes into ready market energy products all
over the world. greenBLAZE technology is unmatched and unrivaled!
By accepting the opportunity to become a shareholder of BLAZE Limited, you will be a partner of
a lucrative business for long term profits as well as the obvious benefits to our climate and global
wellbeing.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
Finally, I would like to inform you that ADGEX Ltd has successfully finished the industrial testing
program of the market ready greenBLAZE-120 processor in December, 2016. Just two weeks ago
we decided to invite cornerstone investors to become involved with the greenBLAZE Project.
Reading this Offer, you have to know that you are one of the first who has received it.
By becoming an investor in the greenBLAZE project, you will secure constant, high, and long term
income and make a valuable contribution to keeping the Planet’s ecology safe and sound! This is
why we believe passionately that the greenBLAZE project is unique and without rival.
Welcome to our Green & Profitable Project!
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
3. EXECUTIVE SUMMARY
ADGEX Limited would like to offer you the following Investment Proposal:
Requirement:
USD $ 3 125 000 through the issue of 12 500 000 fully paid ordinary
shares at USD $0.25 each. The new shares represent 5.0% of the
issued share capital in BLAZE Limited on a fully diluted basis.
Parcel size:
USD $ 625 - that is equivalent of 2 500 fully paid ordinary shares &
amounting to 0.001% of equity stake of BLAZE Limited.
Closing Date:
13 of April 2017.
Allotment of
Shares:
up to 20 of April 2017.
Investment to the amount of USD $3.125 million is fully sufficient to launch the lucrative businessmodel of the greenBLAZE Project, which involves the production of greenBLAZE machines and their
component parts, as well as greenBLAZE constant modernization, establishment of service
maintenance facilities and the formulation of an effective marketing plan for sale and promotion
of commissioned installations in the Australian market.
BLAZE Limited – the only Company in the world, marketing sustainable top-notch technologies of
greenBLAZE family:
1) greenBLAZE – state-of-the-art processor for conversion of any carbonaceous wastes and
materials into high-grade fuel and electricity on the basis of innovative and eco-friendly
method of high-temperature vacuum destruction;
2) Magnetohydrodynamic generator - the next step of greenBLAZE development for direct
generation of electric energy by Magneto hydrodynamic Generator via magnetohydrodynamic conversion of kinetic energy from gaseous flow, generated by way of
hydrocarbon-contained wastes or materials treatment;
3) Other associated technology as they are developed and commercialized.
3.1. ENTERING THE MARKET
The Australian market of MSW Treatment (Municipal solid waste), one of the largest in the world,
is severely affected by such problems as expensive infrastructure, complicated environmental
approvals due to significant land impact, costly maintenance, and difficulty in getting access to
new landfills and waste dumps. Currently, there is no optimal solution for safe and cost-effective
utilization of MSW. Landfilling, incineration and dumping of waste inflict irreparable harm on
peoples’ health and environmental well-being, and existing treatment methods are not
economically reasonable. Even in cases when use of highly effective modern advanced treatment
systems is required, waste incineration still causes emission of highly-toxic furans and dioxides.
This harm is ten times higher than the harm induced by gases from the combustion of coal.
greenBLAZE is a cutting-edge green solution, capable of converting wastes into safe and alternative
energy sources, preserving the natural resources of our Planet. This is an exceptional universal
mobile multifunctional processor of closed cycle operation without open combustion, based on
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
the technology of high-temperature vacuum destruction. greenBLAZE is the only technology that
can restore balance between waste production and treatment as well as convert excessive landfill
wastes.
greenBLAZE technology comprises designs, patents, and know-how to the innovative method of
vacuum destruction with no negative impacts. Additionally, this technology produces the following
market-ready energy products: electric power, fuels, gas and heat. These factors make the
greenBLAZE project highly effective in both economic and technical terms.
3.2. COMMERCIALIZATION OF BLAZE LIMITED
greenBLAZE technology has been developed and designed over the decades by a team of highly
qualified scientists, engineers and designers. The key specialists who were responsible for bringing
the technology to the current “commercialization-ready” status are directly contracted to ADGEX
Limited. It bridges the gap between “tangible” and “intangible” Intellectual property and gives
BLAZE LIMITED the confidence to market the technology in the form of readymade processors with
a primary focus on the Australian resources industry.
The commercialization of BLAZE LIMITED involves the following steps:
a) Design, engineering, and manufacturing of the first commercially operating greenBLAZE
processors for the Australian market;
b) Simultaneous development and design of large scale processors to keep up with the
projected fivefold increased effectiveness of performance at the original prime cost;
c) Constant modernization and upgrade of technology for the next generations.
d) Research and formulation of the marketing plan to achieve rapid sales growth.
e) Listing of BLAZE LIMITED on the leading stock exchange platforms and capitalization.
3.3. DEVELOPMENT OF PRODUCTION FACILITIES
The Production Facilities will be developed and financed in two phases:
Phase 1 will include preparation and organization of mass production of greenBLAZE-200 with the
ability to produce of up to 50 processors and their delivery to Australia. Required investments
under the current Information Memorandum will fully cover Phase 1 and formulation of the
efficient marketing plan for rapidly growing sales in Australia.
Phase 2 will include opening of the assembling production plan for greenBLAZE-500 & greenBLAZE1000 in Australia as well as market expansion influenced by large-scale processors and ousting
competitors. Phase 2 will be financed by the reinvestment of the income from sales of the first
greenBLAZE processors in 2017-2018 financial year. This will create jobs for Australians and involve
existing Australian hi tech companies and resources.
The ADGEX vision is to grow business rapidly, reflecting the urgent needs of the MSW treatment
market to provide even more superior solutions and become the market leader. This will involve a
number of growth phases as the company scales from demonstration to commercial contracts,
and opportunities for early investors to see the value of their investment grow commensurately
with the company development and growth.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
DESIGN & MANUFACTURING FACILITIES
1. Purchasing manufacturing facilities Production Base in the city of Tomsk, Russian
Federation with opportunity to produce up to
50 items of greenBLAZE-200 machines
2. Initial production of first 2 (two) greenBLAZE200 processors
3. Start of series production of greenBLAZE-200
at Production Base in the city of Tomsk, (up
to 50 processors per year)
4. Preparation & finalizing of technical blueprint documentation for manufacturing
greenBLAZE-500 & greenBLAZE-1000
processors
5. Initial production of first greenBLAZE-500 &
greenBLAZE-1000 processors
6. Start of series production of parts of
greenBLAZE-500 & greenBLAZE-1000
processors at Production Base in the city of
Tomsk
7. Opening the assembly manufacturing
greenBLAZE-500 & greenBLAZE-1000
processors in Australia
AUSTRALIAN MARKET PREPARATION & DEVELOPMENT
1. Marketing research across a number of
industries in Australia with a purpose of
establishing business verticals and ongoing
selling greenBLAZE processors into it
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
06.2019
03.2019
12.2018
09.2018
06.2018
03.2018
12.2017
09.2017
06.2017
03.2017
3.4. KEY PROJECT STRATEGIC MILESTONES
06.2019
03.2019
12.2018
09.2018
06.2018
03.2018
12.2017
09.2017
06.2017
03.2017
Commercial – in – confidence
2. Delivery of greenBLAZE-120 processor to
Australia, set up as a Demo processor (proof
of greenBLAZE technology) to attract new
buyers
3. Active market sales of greenBLAZE-200,
greenBLAZE-500 & greenBLAZE-1000
processors
EXIT STRATEGY OF BLAZE LIMITED
1. Professional legal advice in relation of
jurisdiction for BLAZE Limited
2. BLAZE Limited Registration
3. Proof of greenBLAZE technology & first
market applications
4. Rapidly growing sales of greenBLAZE
processors
5. Listing of BLAZE LIMITED at the leading
stock exchange platforms &
Capitalisation.
3.5. STRATEGY OF SELLING greenBLAZE PROCESSORS
Marketing & Strategy of selling greenBLAZE processors will involve 3 different sales models:
MODEL 1. Establish of a number of Joint Ventures across Australia on a 50/50 basis whereby
BLAZE Limited will provide the following:
a. Manufacturing of greenBLAZE processors;
b. Delivery of greenBLAZE processors to Australia;
c. Ongoing maintenance of greenBLAZE processors on the fields.
MODEL 2. FRANCHISING
greenBLAZE will represent a Master Franchisor (ADGEX Limited) whereby Franchisees will have the
opportunity to sub lease the greenBLAZE processors based on strictly defined Geographical
territories within Australia. Franchisees will need to invest an initial amount of funds which will be
equivalent to 50% of the cost of the base model greenBLAZE processor, to the amount of AUD
$1,250,000.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
BLAZE limited will own all greenBLAZE processors and will lease them to Franchisees based on the
following conditions:
a.
The Franchisor will provide a fully functioning and commissioned greenBLAZE
processor(s) as well as a defined geographical territory (or territories) where the
greenBLAZE processor(s) will be operated by the franchisee
b. The franchisor will establish the location and cover the costs of leasing suitable land for
the siting of the greenBLAZE processor.
c.
The Franchisor will arrange waste providers based on the geographical territory
(territories) to provide waste input including logistics
d. The Franchisee will be responsible for the compulsory yearly maintenance of the
greenBLAZE processors
e.
The Franchisor will provide all necessary training and support to the Franchisees
f.
During the first 12 months of operation, the Franchisor will purchase all end products
wether it be fuel or energy based on 50% of the wholesale price – variable.
g.
The Franchisees will be responsible for the running cost of the greenBLAZE processors
including 2 x 2 shift operators for each unit (based on 24/7 operation)
AN EXAMPLE OF PROJECTED INCOME TO THE FRANCHISEE:
After commissioning, the machine will run 24/7 - say 8,000 hours per year.
Feedstock capacity of greenBLAZE 200 – 1.5 tonnes per hour = 12,000 tonnes per year.
12,000 tonnes per year will produce around 8,000 megawatts of energy. In other words, you
will be able to produce either 1 megawatt of energy or 200 liters of fuel (diesel or petrol 90
– 100% octane) per hour.
ADGEX as a Master Franchisor guarantees profit-making capacity of
min 20% per annum
MODEL 3. Direct sales of greenBLAZE processors to the Australian market.
This option will be considered by BLAZE Limited only in case of immediate needs for capital
raising. The preferences will be the government market sector to minimize the risk of
duplication of greenBLAZE technology.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
4. ABOUT greenBLAZE TECHNOLOGY
greenBLAZE is a top-notch green and mobile processor for conversion of any type of waste and
other biomass into high grade synthetic liquid fuel, electricity and heat energy.
4.1. THE PROBLEM
Statistically, daily production of waste equals to more than 4 million tons. Almost half of this
amount are solid municipal wastes. Generally, the majority of waste is generated by the countries
with the largest economies. In the USA, Australia, and European countries, more than 700 kg of
waste per person are produced each year. Such countries as Canada, Argentina, Taiwan and Japan
– about 500 kg per person, in relatively poorer countries, such as Mexico, India, SAR, and Thailand,
the amount of waste produced is less, just up to 300 kg per capita annually. But quality and
quantity of measures taken in the latter countries are significantly less accurate.
The majority of waste is just landfilled. For
example, just one landfill in Rio De Janeiro,
Brazil receives about 10,000 tons of waste per
day. Huge amount of waste is dumped in wild
illegal landfills. A considerably less amount of
waste is converted into energy. Unfortunately,
the practice of waste processing is not
widespread. Garbage recycling plants are very
complicated and incredibly expensive to
construct. They are not eco-friendly, and
processing of wastes is conducted with emissions of toxic materials, such as mercury, cadmium,
hydrochloric acid, heavy metals, dioxines and other toxicants. In case of emergency, such as
equipment breakdown or frequent explosions, which happen rather frequently in such plants,
poisonous materials break out from the plant, causing harm and consequential polluting of the
environment. Thus, the ecology adjacent to the plant location deteriorates rather swiftly. Besides,
one recycling plant occupies massive territory and its construction costs a min AUD$80 million.
There has been no any optimal solution so far (until now) for the safe and cost-effective utilization
of MSW (Municipal solid waste) and other biomass. Landfilling, incineration and dumping of waste
inflict irreparable harm on peoples’ health and environmental well-being, and existing treatment
methods are not economically reasonable.
Uncollected wastes (particularly MSW) contributes to flooding, air pollution, and public health
impacts, such as respiratory ailments, diarrhea, dengue fever, oncology and many other diseases.
In lower income countries, waste management is usually a city's single largest budgetary item.
4.2. THE SOLUTION
ADGEX has developed greenBLAZE technology, representing unmatched and unique waste-toenergy processor. greenBLAZE – is an environmentally compatible and highly effective mobile
plant, able to generate massive amounts of heat, electric energy, and high-grade eco-fuel from
any wastes and carbon-contained materials. greenBLAZE is a long-awaited solution for
environment remediation and cleansing the Planet from the abundance of detrimental wastes
accumulated over decades.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
greenBLAZE is altogether new way of
waste-to-energy generation. It is
designed for conversion of any type of
wastes into high-grade fuel, electricity
and heat energy. ADGEX’s processor can
treat any sort of carbon-contained
materials and wastes, such as municipal
solid wastes, household and agriculture
wastes, poultry manure, animal waste
products, oil sludge, coal of any type and
quality and other biomass, at that all
feedstock (waste) can be mixed and
loaded into the machine without
preliminary separation.
Green means «ecologically responsible», because greenBLAZE has near-to-zero harmful emissions.
This has become viable since the processor operates on the innovative, safe and highly reliable
method of high-temperature vacuum destruction. The greenBLAZE complex has no open
combustion process, meaning that highly toxic substances like furans and dioxins are simply not
generated during its operation, therefore there is no harm to wildlife and the environment. Loaded
feedstock is not subjected to molecular decomposition, but not incineration like in majority of other
waste-to-energy technologies, resulting in high safety standards and ecological compatibility levels.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
greenBLAZE processors feature mobility, complete automation and self-sufficiency. It doesn’t need
to be connected to any external power sources as all resources necessary for uninterrupted
operation are produced by the processor itself. It has a short deployment time and can be delivered
and autonomously operated anywhere in the world. A space-saving greenBLAZE complex can be
mounted on a truck, vessel or rail platform and easily moved to the places of wastes accumulation.
The greenBLAZE complex is based on modular principles, that allows producing fully customizable
and sustainable processors for any Customer needs. Range of scalability is from 200 to 1000 liters
of high-grade diesel fuel per 1 hour.
greenBLAZE is an unparalleled resource saving solution, capable of preserving our planet in pristine
condition over the longer term and providing biological balance of nature!
4.3. PRODUCT AND SERVICE RANGE OF BLAZE LIMITED
PRODUCT AND SERVICE RANGE OF BLAZE LIMITED INCLUDES, BUT NOT LIMITED TO:
 Processing of any type of carbon-contained materials and wastes, namely:










Municipal solid wastes
Agriculture wastes
Oil sludge
Associated gas
Coal slime
Forestry wastes
Medical wastes
Sewage
Flue gases
Plastic, rubber, and others
 Various solutions for different industries, namely:



Oil refining
Aluminium processing
Mining (Coal processing on the
fields)




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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Aviculture & Livestock
Agriculture
Chemical
Wood processing
Commercial – in – confidence
4.4. ASSOCIATED TECHNOLOGIES
One of the solar power challenges in Australia is the lack of efficient way to store electric power.
ADGEX is about to commercialize brand-new energy storage product called SEVA. This product is
unparalleled in terms of capacity and efficient. SEVA is a fully automated Energy Storage Solution,
using variable power sources to safely accumulate and effectively distribute electric energy. SEVA
can be in any form with power of 0.5 to 1000A. It can be fully depleted and preserves its operability
in case of fully discharge at the temperature of up to -60oC. SEVA has no memory effect and uses
all 100% of its charge, at that it can be charged with high-ampere currents in a matter of minutes.
SEVA features 25 000 of charge-discharge cycles and 15 years of service life.
SEVA technology will be primary used
as a part of greenBLAZE project,
providing effective storage and
distribution of electricity generated by
greenBLAZE processor. Apart from this,
SEVA is a separate product, which will
be also available for order by end
customers.
See demonstration of SEVA at ADGEX
official YouTube channel
https://youtu.be/_fTXxTjq9Ys.
Generated electric energy will be stored in energyBRICK units, which are to be replaced with empty
ones at dispatcher points. Then the trucks will be going back to the route for collection of wastes,
its immediate processing into the end commercial product, i.e. electric energy and subsequent
storage in energyBRICK units.
Produced energy can be also transported by special vans and trucks to end customers. lt is no longer
necessary to transmit electricity over long distances using the powerful Australian energy grid. The
vehicles will transport pre-charged accumulators (batteries) and deliver them straight to each
customer's Premises. This approach meets one of the solar power challenges in Australia and not
only that, ADGEX is able to eliminate the lack of an efficient way to store electric power for all remote
areas in Australia through а brand new energy source logistics scheme.
EnergyBrick has a wide range of additional applications. It can be used in different industries as a
backup energy source to optimize a power management system and avert power blackouts and
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outages. EnergyBrick is the perfect energy storage facility, able to accumulate the energy from
different power sources such as the traditional electrical grid, wind, solar and other systems to
mitigate grid overloads and prevent voltage deviations.
EnergyBrick allows forming local microgrid, using universal power modules for fast charging and
energy accumulation from any type of power source. The units are not fixed to a specific place –
they can be delivered to a customer or any industrial & commercial area by standard transportation
means.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
Other variations of EnergyBrick
can be used in residential &
industrial back-up power supplies,
allowing forming a local network
to disconnect facilities from
centralized power systems.
Portable versions of EnergyBrick
can be used as an uninterrupted
power supply for computers,
servers, as well as other
applications such as traction /
transport
5. BLAZE LIMITED COMPANY
BLAZE Limited is a subsidiary of ADGEX Limited to be specially established and registered within 3
(three) months from the date of the present Proposal for the purpose of implementing and
commercializing the greenBLAZE Project, based on the technology of high-temperature vacuum
destruction of any type of wastes and other hydrocarbon- contained materials under the exclusive
perpetual license, granted by the Company.
BLAZE Limited planned to establish as a public company, presumably in Hong Kong or Singapore
jurisdiction, or other country with British law and one of the lowest rates of income tax. Hong-Kong
or Singapore weren't chosen by a chance – it has one of the lowest sales tax, amounting to as little
as 15%, and no double taxation with Australia – nature land of mother Company ADGEX Limited.
ADGEX Limited undertakes to exclusively license and transfer all intellectual property rights,
pertinent to greenBLAZE technology to BLAZE Limited in order to create and develop new products.
Under exclusive license agreement BLAZE Limited will pay to ADGEX Limited of 5% (five percent) as
a royalty for each successful transaction.
BLAZE Ltd will be the only global company to run business on the ground utilizing the technology of
high-temperature vacuum destruction. Exclusiveness of the license allows BLAZE Limited to design,
manufacture and upgrade greenBLAZE processors and all related equipment and aggregates, as well
as to develop current and new market areas for existing and prospective realization of the
Company’s products and services.
In the foreseeable future, once the greenBLAZE Project starts operating, BLAZE Limited as a separate
subsidiary Company is planned to be listed on the one of leading stock markets.
5.1. EXIT STRATEGY
ADGEX Ltd believes that Listing of BLAZE limited at the leading stock exchange platforms & further
its Capitalisation is the preferred exit strategy for the greenBLAZE Project. The Board does not
discount, however, that the company may receive other proposals under a trade sale, joint venture,
RTO’s or other strategic alliance arrangements and will consider all options on their merits.
Current Information Memorandum ensures the release of USD $ 3,125,000 as an equity funding
before listing to meet all initial BLAZE Project's goals and objectives. This will significantly enhance
the confidence of being able to meet all financial and technological commitments ensuring that
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Commercial – in – confidence
development of the “key strategic milestones” is completed according to BLAZE Project's Strategy
described above.
5.2. FINANCIAL REPORTING TO SHAREHOLDERS
BLAZE Limited will ensure that in accordance with its duties under the Act, annual financial
information will be made readily available to the Board and Shareholders. The Company will
produce an annual report incorporating financial statements in accordance with International
Financial Reporting Standards (IFRS). The Company’s annual report will also be made available on
the Company’s website.
5.3. CORPORATE GOVERNANCE / CONTINUOUS DISCLOSURE
The Board is responsible for the corporate governance of the Company and the members of the
Board recognise the need for the highest standards of behaviour and accountability. To this end,
the Board has adopted sound practices of corporate governance. A process of continuous disclosure
has been adopted relevant to keeping Directors, management, shareholders and potential investors
informed. The Company is cognisant of due diligence requirements in the event of a future merger,
trade sale, takeover or listing on a recognised stock exchange.
The Board considers that the Company is not currently of a size nor are its affairs of such complexity
to justify the establishment of separate Board committees. Accordingly, all matters that may be
capable of delegation to committees will be dealt with by the full Board.
As such, the Directors are responsible for setting the strategic direction of the Company and
establishing the policies of the Company. It is their responsibility to oversee the financial position of
the Company and monitor the business and affairs of the Company, on behalf of the Shareholders.
The Directors also address issues relating to internal control and the Company’s approach to risk
management.
Investors in BLAZE limited are invited to undertake their own due diligence of the Company, its
management and the Company’s products or services, subject to signing a confidentiality
agreement. Enquiries should be made to the Board of ADGEX Limited directly.
5.4. DISCLAIMER
The ADGEX Limited does not guarantee the name BLAZE LIMITED is to be kept when the Company
is registered. The name will be close to the aforementioned, but ADGEX reserves the right to change
the name at its sole discretion without prior notification
Total shareholding is calculated based on 250,000,000 issued shares of BLAZE Limited. ADGEX Ltd
reserves the right to change the total number of issued shares without prior notification, in that
case the owner will hold a number of shares in proportion to purchased percentage of equity stake
in BLAZE Ltd.
5.5. DIVIDEND POLICY
The initial objective of ADGEX Limited is to obtain sufficient working capital of greenBLAZE Project
to enable it to fully develop its strategic business plan.
The purpose of launching BLAZE Ltd's business is to pay maximum possible dividend to stakeholders
of BLAZE Ltd. However, the ability of BLAZE Ltd to pay and the amount of any dividend in the future
is dependent on many factors, including its future capital and research and development
requirements and the financial position generally of BLAZE Ltd at the time.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
Many of the factors that affect the ability of the BLAZE Ltd and the timing of those dividends will be
outside the control of ADGEX Ltd and its Directors. Nevertheless, ADGEX is forecasting to start
paying dividends starting from the second year of the project, notable from 2018.
As per the most downbeat scenario, profit-making capacity of the project is forecasted to be at the
level of 65% as of 2018 year-end. In the event of positive evolvement of the project and
implementation of the assigned purpose to sell 50 greenBLAZE machines, 50% of gained profit are
to be reinvested into further development and upgrade of the greenBLAZE technology and BLAZE
LTD itself, 5% will be channeled to maintenance and human assets, and the rest 45% of the profit
with the deduction of taxes are to be paid as dividends to shareholders.
2nd year estimated profit-making capacity
(USD 95 Mil as of 2018 year-end)
$ 47.5 Mil
$ 47.5 Mil
Profit-making capacity
350%
300%
250%
- OPEX
- Reinvestment into
establishment of 4
new
production
bases
- Payment of
dividends
200%
150%
100%
50%
0%
1 year
2 year
3 year
4 year
Following the results of the reinvestment and respective min fivefold expansion of greenBLAZE
manufacturing, as of the end of the 3rd year of the Project (2019 year-end) the profit-making
capacity will be proportionally equal to at least 200% and more in case of the same development
level of the Project.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
6. BUSINESS OPPORTUNITIES AND REVENUE STREAM
ADGEX is top-notch developer of green sustainable technologies, working on the development of
new intellectual products to meet the customers expectations for smart new emerging world
needs. We provide a wide and exclusive range of turnkey infrastructure solutions, meeting the
highest safety and ecological standards. The tailored approach we use in cooperation with our
clients allows us to take into consideration all aspects of the customer's project, foresee potential
risks and eventually provide the best and most cost-effective solution to satisfy even the most
fastidious customer.
greenBLAZE is a top-priority as ADGEX’s project of a strategic importance. Primary greenBLAZE
complexes were designed as universal processors for generation of electric power and fuel at any
place of the world. In the course of the project development after numerous tests, which
demonstrated real and ultimate capabilities of greenBLAZE, we realized that we developed and
produced the most advanced second-to-none complex for treatment of any sort of wastes and
carbon-contained materials with the recovery of high grade fuel, electricity and heat energy.
After we came to understand what an effective and unmatched machine we created, we decided
to find the most profitable and commercially successful market for the greenBLAZE project. We
initiated the process on research and analysis of potential markets and financial modelling for
determination of the most ultimate conditions for our business case.
We have reviewed/discussed the commercial potential of greenBLAZE in Australia, Europe, India
and Fiji markets (analysis presented below). We assigned ourselves a task to find the most beneficial
country to enter the market with greenBLAZE processors.
MAJOR CRITERIA FOR THE MOST SUITABLE COUNTRY SELECTION:
•
•
•
Max affordable price;
Demand reflecting max number of potentially required complexes;
Short payback period
Based on our market research, we have
realized that the Australian market
represents
the
best
commercial
opportunity
for
introduction
of
greenBLAZE machines. The Australian
market presents high and stable return,
low country risk, International recognition,
huge growth potential and high consumer
awareness for Green Products. Apart from
this, most of the other markets do not pay
for waste processing, therefore, the only
revenue for greenBLAZE machine is from
the sale of Bio-fuels which makes these
markets less attractive for us.
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Commercial – in – confidence
6.1. AGRICULTURE AND FORESTRY INDUSTRIES
As a part of our survey we made a deep analysis of agriculture and forestry industries, including
treatment of coconut shell, sugar cane processing and other similar fields, with respect to adoption
of greenBLAZE processors. The major potential customers in these spheres are farmers and small
entrepreneurs who are in need of the lest available configuration of greenBLAZE machines, notable
production of no more than 50 liters of fuel per 1 hour.
greenBLAZE CAPACITY
50 LITES /
HOUR
REQUIRED INVESTMENTS
RUB 93M
(USD$1.5M)
SMALL
ENTERPRISES
INTENDED CUSTOMERS
30 MONTHS
9 MONTHS
PAYBACK PERIOD
COMMISSIONING PERIOD
The average financial values for the present industries are as follows:
Criteria
Discounting rate
Payback period - PB
Discounted payback period - DPB
Average rate of return - ARR
Net present value - NPV
Internal rate of return - IRR
Modified rate of return - MIRR
Profitability index - PI
RUB
%
months
8.00
30.00
32.00
52.61
86 361 947
61.7
25.1
285
CONCLUSION: The project greenBLAZE for forestry and agriculture waste is attractive, however, the
prime cost of greenBLAZE-50 processors is almost the same as of greenBLAZE-200. Considering the fact
greater capacities for the present market is not in demand, it is reasonable to enter the market with
minimum greenBLAZE configuration of 200 liters/hour.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
Sensitivity Analysis for agriculture and forestry industries:
Sales Volume (NPV – RUB):
Sales Price (NPV – RUB):
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
6.2. COAL CONVERSION DIRECTLY AT DEPOSITS
Today, this sphere is one of the potential markets the area of energy sources. Australia is one of
the major coal exporters in the world. For our research, we took the worst quality of coal from the
Yallourn deposit in Victoria, AU with humidity level of up to 75%. This type of coal was bought for
USD $10 per 1 ton, but in fact it is usually sold for nothing.
Specification of Yallourn coal is given below:
Required investments for greenBLAZE project in regards to utilization of Yallourn Coal:
greenBLAZE capacity: 1000 l/hour, purchasing price: AUD$6.6 mln (USD$5.0 mln)
Basic indices of the project efficiency are given below:
Criteria
Discounting rate
Payback period - PB
Discounted payback period - DPB
Average rate of return - ARR
Net present value - NPV
Internal rate of return - IRR
Modified rate of return - MIRR
Profitability index - PI
AUD
%
months
10.00
45.00
53.00
22.72
3 685 304
29.6
14.39
1.35
CONCLUSION: As a part of the utilization process, we were considering production of fuel as a
commercial product for Australian conditions. After we conducted a complete survey the results
we received were unrivaled: 1 ton of Yallourn coal (the coal of one of the worst quality) is
converted into 330kg of end product in the form of diesel fuel! However, current duties and fuel
taxes reduce economic viability of the project, nevertheless it is still much better than
effectiveness of agriculture and forestry direction described above. It should be mentioned, if
thermal or coke coal is used as a feedstock, greenBLAZE will be able to generate min 500-600 kg
of end commercial product (fuel)!
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
Sensitivity Analysis for coal conversion industry:
Sales Volume (NPV – AUD):
Sales Price (NPV – AUD):
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
6.3. MUNICIPAL SOLID WASTE TREATMENT
Australia is one of the few countries who care about the environment and ecological safety in the
World. The Commonwealth pays AUD $133 for utilization of 1 ton of municipal solid waste (MSW).
We are planning to sell greenBLAZE-200 to Australia at AUD $2.5 million (USD $2 million) per 1
module and earn 300-400% of profit for just half a year even in case of the most downbeat scenario.
Thus, adoption of the greenBLAZE project in the Australian market will provide payback period of
as little as 2 years! See financial model below.
To set up full production cycle of greenBLAZE processor for the Australian market, 6 months is
needed:
 3 months for production of the processor;
 2 months for its delivery;
 1 months for setup and commissioning
Please find video presentation of greenBLAZE - Unique & Sustainable Waste-to-Energy Processor
here: https://www.youtube.com/watch?v=zk738eW-rjc&list=PL1qIy52vFHl6iN3Cp3BfyE9-aTZaABjRy&index=5
CONSIDERING SUCH ADVANTAGEOUS PECULIARITIES, THE AUSTRALIAN MARKET IS THE MOST
BENEFICIAL AND ATTRACTIVE MARKET FOR MSW TREATMENT UNDER GREENBLAZE
TECHNOLOGY IN THE WORLD!
For today, we manufactured and tested
the greenBLAZE-120 processor. We’ve
managed to increase performance of the
entire system and adopt a new program
to control the processor’s operating
regimes. During coal gasification process,
we are now able to fully utilize the
carbon, evidenced by the analysis of ash
residue. Chromatographic gas analysis,
carried out on every stage of the test
program demonstrated that generated
syngas complies with all necessary
conditions and perfectly fits for
production of required hydrocarbons.
Prime cost of greenBLAZE-200 amounts
to USD $500,000 for the present
moment. We are confident in case of
establishment of fully-operating smallscale production with manufacturing of
20-50 processors per 1 year, prime cost
will be reduced to USD $300-350,000 per
1 processor.
Total expenses required for production,
delivery, assembling and commissioning
of 1 greenBLAZE-200 module equal to
USD $700,000.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
Production and Financials Schedule greenBLAZE-200 for MSW, Australia (USD):
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
7. BLAZE LIMITED STRATEGY
ADGEX Limited has a well-developed strategy for commercialisation of greenBLAZE technology in
Australia. As part of our strategy, we have reviewed/discussed the commercial potential of
greenBLAZE in Australia, Europe, India and Fiji markets. Based on our market research, we have
realised that the Australian market presents the best commercial opportunity for introduction of
the greenBLAZE machine. The Australian market presents high and stable return, low country risk,
International recognition, huge growth potential and high consumer awareness for Green
Products.
We started interacting with Government and private players in Australian Waste Management
program in November, 2015. These meetings included meeting with Carmel Dollisson, CEO
TechCollect, the official recycling program of Australia and New Zealand Recycling Platform
Limited, Wollongong Municipal Council officials, Brisbane marketing officials and Officials of
private companies like Coffee EMS, Veolia, SITA, Remondis etc.
We presented our greenBLAZE technology to the Brisbane market in February, 2016. The Brisbane
market have shown interest in our greenBLAZE technology as part of their smart city program. We
are now informed that the Queensland Government has initiated “Queensland Bio-Future” for
which Queensland Government has come up with it’s "10 Year Road Map and Action Plan". One
of the action plan items is to focus on the development and manufacturing of products from
sustainable organic and/or waste resources, rather than fossil fuels. We are interacting with
Michael Burke, Director Biofuture Queensland for methodology of commercialisation of the
greenBlaze machine. A copy of our correspondence with Brisbane Marketing is enclosed as
Annexure A.
Based on our interaction with Wollongong Council, we are informed that there is potential for
payment of up to A$ 133 per ton of Municipal Waste process through greenBLAZE technology. The
greenBLAZE project can receive three revenue streams i.e. Revenue for Waste processing, Sale of
Bio-fuel and Green Carbon Credits. This presents very short payback period for the Australian
greenBLAZE business model. Therefore, the Australian market presents one of the best
commercial opportunities for greenBLAZE machines. Based on our initial assessment, at least 250
machines will be required at major municipal counsel in different states of Australia which presents
huge growth opportunity for the ADGEX greenBLAZE business model. Sufficient initial funding
presents an opportunity to capture the Waste Management Market on a Project Ownership basis
in different Australian councils with a monopolistic approach. We will be able to look for long term
supply and revenue sharing agreements with respective councils.
7.1. MATERIAL CONTRACTS
The Board of ADGEX considers that certain agreements relating to the Company described below
and elsewhere in this Information Memorandum are the contracts which an investor would
reasonably regard as material. A description of material agreements or arrangements, together
with a summary of the more important details of each of these agreements is set out below:
 The major challenge for BLAZE Limited is to successfully commission its first greenBLAZE
machine in Australia. To support the successful commissioning, implementation, local
approvals, Operation and Maintenance of greenBLAZE machines we have signed a MOU
with Coffeys EMS Pty Limited ACN 17168 117 351 (Coffeys EMS) of 10/243 Bradman Street,
Acacia Ridge, Qld 4110. A copy of the MOU is enclosed as Annexure B.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
8. INTELLECTUAL PROPERTY
Know-How of greenBLAZE Technology is based on several scientific developments and inventions,
which have been designed by greenBLAZE Project Design Team under the leadership of Dr. Valdimir
Lyubochko (his resume and background is enclosed as Annexure C).
The core of the cutting-edge processor greenBLAZE embraces three know-hows. The processor
operates under the principle of vacuum oxidation without open burning, using the method of
multilayer destruction and deoxidation, which can be used for a wide application range, particularly
for conversion of wastes into synthetic motor fuel, heat and electric energy. The processor’s
operation cycle is of closed-type, therefore greenBLAZE doesn’t produce any noxious gases with
the exception of ash residue – carbonates and silicates of max 7%. The Ecological conclusion of
greenBLAZE technology is enclosed as Annexure D.
Principle of partial oxidation is used in the processor. Typically, (stated in various reference
materials) such process is carried out at the temperature of above 1300oC, however in case of
vacuum formation, oxidation temperature is decreased and may reach 600-800oC.
Formula of the present reaction:
СnН2n + 2+ 1/2n02 -> nСО + (n+ 1) * Н2
The result of the present reaction is a generation of mixture, comprising carbon monoxide (CO) and
hydrogen, at that ratio CO:H2 varies in a wide range as it depends on used feedstock and conversion
type. Having altered pressure and temperature in the reactor, petrol molecules with the necessary
octane number can be produced from carbon and hydrogen (or any other fuel such as kerosene,
diesel and other, as well as acetone, alcohol etc.). The conclusion on green BLAZE Technology, as
prepared by Oil and Gas Institute, SFU, Russian Federation is enclosed as Annexure E.
Resulting from aforementioned chemical reactions, carbon monoxide and hydrogen are generated
– these are the major fuel component of combustible gas. Results of other chemical reactions,
proceeded during solid fuel gasification, are not taken into consideration due to their extremely
minor effect on the composition and calorific capacity of combustible gas. Optimal conditions,
required for optimal behavior of gasification reactions and corresponding processes in related
oxidization areas are secured by adequate structure of heat-mass exchange.
8.1. HIGH-SPEED ABLATIVE PYROLYSIS
During the first stage of greenBLAZE project, ADGEX Ltd was developing technology of high-speed
pyrolysis for treatment of carbon-contained wastes with recovery of synthetic oil. It was necessary
to separate generated oil to targeted products after its initial production. The present technology
has some advantages and benefits, but at the same it also carries some limitations. Feedstock must
be ground into fines to provide required pyrolysis speed. There are also some limitations of
feedstock composition, its homogeneity and humidity.
8.2. METHOD OF VACUUM DESTRUCTION
The technology of High-Temperature Vacuum Destruction, emerged after several years of hard
scientific work of our team and subsequent successful tests and probes, is deprived of the
disadvantages of High-Speed Ablative Pyrolysis method. In 2014 ADGEX Ltd has assembled pilot
production unit greenBLAZE-50, on the basis of which we have carried out a two year testing cycle.
Generated syngas (CO and Hydrogen) can be converted into any liquid hydrocarbons (Fischer–
Tropsch catalytic process), or it can be employed directly for production of electric energy, using
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
gas-piston plants.
During 2014 – February, 2016 technology of carbon-contained material treatment with recovery of
preplanned light fractions of carbonaceous products was perfected. We generated petroleum,
diesel, mazut, kerosene, alcohol and other fractions. The technology allows treating feedstock of
high humidity content, reaching almost 80% without generation of noxious emissions, because
technological process provides the temperature of up to 1700oC, destructive for all stable chemical
compounds.
Video reports of pilot processor greenBLAZE-50 operation are available here:
https://www.youtube.com/watch?v=nA1zbnX8H1g&list=PL1qIy52vFHl4YCkFKh75Uy-XerNVgJpc-
Pic. Pilot production unit greenBLAZE-50, 2014
greenBLAZE technology features steadiness of destruction process of feedstock into molecular gas
in a vacuum environment that solves the matter of negative emissions and output generation of
preplanned high-quality fractions without pollutant impurities. For instance, high-priced filters with
expensive component parts constitute 90% of the total equipment cost of the best world’s MSW
thermal destruction technologies. Our greenBLAZE processor is autonomous; it provides all
necessary resources for internal needs on its own. It has continuous operation mode and needs
just several hours to reach normal operation conditions. The processor is mobile and positioned in
a standard 40-pound container. Planned warranty period was assigned as 3 years. The processor is
to be forcibly stopped once a year for maintenance works and catalysts replacement. Operation is
fully automated, so it requires just 2 persons per shift to provide uninterrupted operation per shift.
During March to September 2016, ADGEX Ltd has assembled pilot production unit greenBLAZE-100
(processor with capacity of 100 liters / hour of synthetic liquid fuel). The processor is being
prepared for scheduled tests in field. It will allow starting up serial production of such processors
with capacity of 200 liters in the shortest possible period of time, since all design documentation is
prepared. During the construction time of manufacturing factory in Saint Petersburg, pilot
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
production unit of 500 liters / hour is to be manufactured and tested, design documentation for
which is now being drawing up.
8.3. MAGNETO HYDRODYNAMIC GENERATOR.
The next step of the greenBLAZE development is direct generation of electric energy by Magneto
hydrodynamic Generator by means of magneto-hydrodynamic conversion of kinetic energy from
gaseous flow, generated by way of hydrocarbon-contained wastes or materials treatment. At that
MHD Generator can operated on any type of gas. Specific power of the generator is about 1 MW
with volume of 1 dm3.
High specific power of MHD Generator allows hugely reducing material-intensity of the generator.
For reference, 1MW gas-piston engine, powered by producer gas with calorific capacity of 12001400 kcal/nm3 will have passage volume of 1 liter and mass of several tones.
There are no similar units in the world so far. Such approach will allow greenBLAZE project to win
and keep global leadership on the market of MSW treatment for many decades.
Following the present technology, we would like to demonstrate our competitive advantage and
leading global position of the greenBLAZE processor, and provide a development strategy of
greenBLAZE technology and a planning horizon of upcoming business activities.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
9. RISK ANALYSIS
RISK
Technical Risks
Commercial Risks
Financial Risks
Competitors
MITIGATION
All component parts and the outcome products were duly tested and
meet the highest international standards. greenBLAZE processor has
successfully passed numerous tests for durability, safety and stability,
performed under ultimate operational conditions. greenBLAZE processor
has been also probed and its functionality was proven by several
independent technical and ecological expert councils.
To test and upgrade design documentation of greenBLAZE-200 machine,
serial production of which is scheduled to be commenced in the nearest
future, our team has designed and manufactured greenBLAZE-120
processor. Its successful launch proved correctness and trustworthy of our
design documentation, having removed all technological risks before
commencement of mass production and global rolling out the final
product.
ADGEX Limited has received more than 50 requests from various
Customers from over the world for delivery of greenBLAZE processors of
different capacity. Delivery of the first greenBLAZE processor to Australia
will open a huge sale market for greenBLAZE. Once foregoing condition is
fulfilled, BLAZE limited will be ready to adopt all Customers requests.
Agreements will come into full force and the Customer covenants to pay
full Agreement cost to commence mass production and the order’s
execution.
Current Information Memorandum ensures the release of USD$ 3,125,000
as an equity funding before listing to meet all initial BLAZE Project's goals
and objectives. This will significantly enhance the confidence of being able
to meet all financial and technological commitments ensuring that
development of the “key strategic milestones” is completed according to
BLAZE Project's Strategy described above.
There are no direct competitors for BLAZE Limited to treat landfilled
wastes into market ready energy products all over the world.
Core Technical Stuff ADGEX is 100% IP Right holder. The Core Technical Staff is directly
and IP
employed in ADGEX Limited. After BLAZE Limited registration the Project
Design Team under the leadership of Dr. Valdimir Lyubochko and other
core technical specialists will go to hire in BLAZE Limited.
Suitable Labour,
Contractors,
Workforce
ADGEX has teamed with existing engineering project managers for
necessary workforce requirements for BLAZE Limited.
Environmental and
Regulatory Issues
ADGEX Limited has already identified several key areas where the use of
greenBLAZE enhances the likelihood of project acceptance on
environmental and sensitive wildlife habitat issues.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
10.OFFER DETAILS
ADGEX Limited offers an Acquisition of 5% (five) of equity stake in BLAZE Limited, amounting to
USD $ 3 125 000 (Three million one hundred and twenty five thousand) that equivalent of 12 500
000 fully paid ordinary shares at USD $0.25 each.
Parcel size is of USD $ 625 amounting to 0.001% of equity stake of BLAZE Limited.
Before making any investment, investors are advised to take their own independent accounting,
taxation, legal and any other advice they or their circumstances may require in considering an
investment in Acquisition of an equity stake of BLAZE Limited. No person mentioned in this
Information Memorandum will offer, or may be construed as offering advice to any potential
investor in BLAZE Ltd.
Any additional capital raising will be wholly contingent upon the Company’s capital raising being
fully subscribed. The Company may elect, at its sole discretion, to offer additional Securities to
remaining concessions covered by s708(1) of the Act or to any sophisticated, professional or other
excluded investors pursuant to section 708 of the Act. Any such Offer may be made through a
Supplementary Information Memorandum or an Investment Memorandum. Should there not be
any sophisticated, professional investors or remaining concessions, an additional Round may be
made under full disclosure.
Please note that at any stage of the capital raising process, the pricing of the securities provides
investors with a guide only and the price paid for securities will always be a matter for negotiation
between the parties. The Company makes no representation about the underlying value of
securities on offer. Prospective investors must make their own assessment about whether the price
of the securities on offer represents fair value.
10.1. USE OF FUNDS RAISED THROUGH THE OFFER
The following is a summary of the proposed use of funds raised pursuant to the Offer. The amounts
in the table may be subject to variation subject to quantum and timing.
The Company’s growth plan will be scaled accordingly to ensure it operates within the constrained
cash available at any given time and to avoid any undue pressure from its creditors.
No contract will be entered into without certainty of financial exposure and assurance that the
Company has adequate cash flow available to meet the commitment.
The funds raised under this offer will be used for the following activities:
a) Purchasing manufacturing facilities - Production Base in the city of Tomsk, Russian
Federation;
b) Manufacturing of the first 2 (two) commercially operating greenBLAZE-200 processors for
the Australian market;
c) Simultaneous development and design of large scale greenBLAZE-500 and greenBLAZE1000 processors to keep up with increased effectiveness of performance at the original
prime cost;
d) Research and formulation of the efficient marketing plan to ensure rapid sales growth
10.2. INVESTOR MEMORANDUM OFFER PERIOD
The Opening Date of this Information Memorandum Offering is 13th of April 2017 at 9am ESDT and
the Closing Date will be 13th of April 2017 at 5pm ESDT, unless fully subscribed earlier. The above
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
date is indicative and subject to change. ADGEX Ltd reserves the right to change the dates and
times of the Information Memorandum without notice, whether fully subscribed or not. ADGEX
Ltd also reserves the right to extend the closing date for Applications without prior notice.
Prospective investors are encouraged to submit a Share Application Form as early as possible. The
Directors of ADGEX Limited reserve the right to accept any Application in full, accept any lesser
number of Shares, or decline any Application.
10.3. HOW TO APPLY FOR EQUITY STAKE (SHARES)
A Convertible Note Deed to subscribe for equity stake in BLAZE Limited pursuant to this Offer is
included in this Information Memorandum as Annexure F, and any interested investors are to
request a Convertible Note Deed from the Managing Director of ADGEX Limited.
A completed and signed Convertible Note Deed by Parties must be accompanied by a single
payment in the full amount as per instructions on Convertible Note Deed.
The Company will issue Convertible Note to shareholder in according of conditions of Convertible
Note Deed. Investors will be provided with a new certificate, upon the delivery to the Company of
the original certificate for cancellation, where there are any changes in their holdings of Securities.
If you interested in to apply for equity stake (shares), please email us [email protected].
In your e-mail please write down the next information:
1. Name;
2. Registered address and post code;
3. Amount of investments you are keen on to invest (please note amount of investments has
to be multiples of the parcel size USD $ 625);
4. Your contact tel and e-mail.
Our manager will reply you immediately.
10.4. LEGAL JURISDICTION
This Information Memorandum does not constitute an offer of securities in any jurisdiction where,
or to any person to whom, it would not be lawful to issue the Information Memorandum or make
the offer. It is the responsibility of any Applicant outside Australia to ensure compliance with all
laws of any country relevant to their Applications and any such Applicant should consult their
professional advisers as to whether any government or other consents are required or whether
any formalities need to be observed to enable them to apply for and be allotted any securities. No
action has been taken to register or qualify the Securities or the Offer or otherwise to permit a
public offering of the Securities on offer in any jurisdiction outside Australia.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
11.DIRECTORS DECLARATION
The Directors have made reasonable enquiries to ensure that there is no material statement in
this Information Memorandum which is false or misleading. They have also made reasonable
enquiries to ensure that there is no material omission from the Information Memorandum.
The Directors report that, as of the date of signing, after due enquiry by them, they have not
become aware of any circumstances that in their opinion materially affects or will materially affect
the assets and liabilities, financial position, profits and losses or prospects of ADGEX Limited other
than those set out in the Information Memorandum.
The Directors have consented to the Offer and the issue of this Information Memorandum. This
Information Memorandum is signed by the Executive Director of the Company on behalf of the
Directors.
Signed on behalf of ADGEX Limited
…………………………………………………..
Mr. Victor Uzlov
Managing Director
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
12.DISCLAIMER
The information contained in this Information Memorandum is being provided to the recipient
solely for the purpose of evaluating an investment in BLAZE Limited (“Company”).
The Information Memorandum is being provided for information purposes only, to enable the
Company to have discussions with persons or corporations which fall within the investor
categories under section 708 of the Corporations Act 2001 – “Offers That Do Not Need Disclosure”.
Offers covered by this section include an offering of securities made
 To sophisticated investors (Section 708(8));
 Through a Financial Services licensee (Section 708(10));
 To professional investors (section 708(11)); or
 To people associated with ADGEX Ltd or BLAZE Ltd (Section 708(12)).
The information included in this Information Memorandum does not purport to be all-inclusive or
complete.
In consideration of ADGEX Ltd providing this Information Memorandum to the recipient, the
recipient acknowledges that the contents of this Information Memorandum are confidential to
the Company and the recipient agrees not to disclose, distribute or permit to be communicated
verbally, directly or indirectly or otherwise, or to otherwise publish the contents of this
Information Memorandum except with the prior written consent of the Company. For the
purposes of this acknowledgement “recipient” includes, without limitation, any principal,
director, officer, shareholder, employee or agent of the recipient.
Any reproduction or distribution of this Information Memorandum, in whole or in part, or any
disclosure of its contents, or use of any information contained in this Information Memorandum
for any purpose other than to evaluate an investment in the Company, is prohibited.
This Information Memorandum is dated 17 January, 2017 and has been issued and prepared by
ADGEX L t d based on the information available to it at the time of preparation of this
Information Memorandum. The information contained in this Information Memorandum or
subsequently provided to the recipient whether orally or in writing by, or on behalf of the
Company or any of their respective related bodies corporate or any of their respective directors,
officers, employees, agents, representatives and advisers (“Parties”) is provided to the recipient
on the terms and conditions set out in this notice.
This Information Memorandum provides a summary of the main features of the Company. It has
been prepared without taking into account any investor’s objectives, financial situation or needs.
Investors should read the Information Memorandum carefully and assess whether the information
is appropriate for them in respect of their objectives, financial situation and needs, and seek
professional advice, if necessary.
This Information Memorandum does not purport to contain all the information that a prospective
investor may require. In all cases, interested parties should conduct their own investigation and
analysis of the Company and the data contained in this Information Memorandum.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
Commercial – in – confidence
To the full extent permitted by law:
(a) no representation or warranty (express or implied) is given; and
(b) no responsibility or liability (including in negligence) is accepted,
by the Parties as to the truth, accuracy or completeness of any statement, opinion, forecast,
information or other matter (whether express or implied) contained in this Information
Memorandum or its attachments or as to any other matter concerning them.
To the full extent permitted by law, no responsibility or liability (including in negligence) is
accepted by the Parties:
(a) for or in connection with any act or omission, directly or indirectly in reliance upon; and
(b) for any cost, expense, loss or other liability, directly or indirectly, arising from, or in
connection with, any omission from or defects in, or any failure to correct any
information, in this Information Memorandum or any other communication (oral or
written) about or concerning them, or the issue of securities in the Company.
The delivery of this Information Memorandum does not under any circumstances imply that the
affairs or prospects of the Company or any information affecting it have been fully or correctly
stated in this Information Memorandum or have not changed since the date of this Information
Memorandum or since the date at which the information is expressed to be applicable. No
responsibility or liability (including in negligence) is assumed by the Parties for updating any such
information or to inform the recipient of any new information of which the Parties may become
aware.
The ADGEX makes no representation about the underlying value of the securities on offer.
Prospective investors must make their own assessment about whether the price of the securities
being offered represents fair value.
12.1. FUTURE STATEMENTS
Except for historical information, there may be matters in this publication that are forwardlooking statements. Such statements are only predictions and are subject to inherent risks and
uncertainty. Forward-looking statements, which are based on assumptions and estimates and
describe the Company’s future plans, strategies, and expectations are generally identifiable by the
use of the words ‘anticipate’, ‘will’, ‘believe’, ‘estimate’, ‘plan’, ‘expect’, ‘intend’, ‘seek’, or similar
expressions. Investors are cautioned not to place undue reliance on forward-looking
statements. By its nature, forward- looking information involves numerous assumptions,
inherent risks and uncertainties both general and specific that contribute to the possibility those
predictions, forecasts, projections and other forward- looking statements will not occur. Those
risks and uncertainties include factors and risks specific to the industry in which the Company
operates as well as general economic conditions and prevailing exchange rates and interest rates.
Actual performance or events may be materially different from those expressed or implied in
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
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those statements.
All forward-looking statements attributable to the Company or persons acting on behalf of the
Company are expressly qualified in their entirety by the cautionary statements in this section.
Except as expressly required by the Act, the Company undertakes no obligation to publicly update
or revise any forward-looking statements provided in this publication whether as a result of new
information, future events or otherwise, or the risks affecting this information. None of the
Company, its officers or any person named in this publication with their consent, or any person
involved in the preparation of this publication, makes any representation or warranty (express
or implied) as to the accuracy or likelihood of fulfillment of any forward-looking statement except
to the extent required by law. The forward-looking statements reflect the views held only as at
the date of this Information Memorandum.
12.2. FOR PURPOSE OF OFFER ONLY
This Information Memorandum has been prepared by ADGEX Ltd for the purposes of the Offer
and is provided by the Company to the recipient solely for information purposes for use by
persons considering participation in the Offer. It does not, nor does it purport to, contain all
the information that an investor may require to evaluate the Company and an Offer under
this Information Memorandum.
12.3. NO RECOMMENDATION
The provision of this Information Memorandum is not and should not be considered as a
recommendation in relation to an investment in the Company or that an investment in the
Company is a suitable investment for the recipient.
12.4. INVESTOR ENQUIRIES
This Information Memorandum does not purport to provide all of the information the recipient
may require in order to evaluate an investment in the Company. Recipients should make their
own enquiries and evaluations they consider appropriate to verify the information contained in
this Information Memorandum and to determine the suitability of an investment in the Company
(including regarding their investment objectives, financial situation, and particular needs) and
should seek all necessary financial, legal, tax and investment advice. The Company does not
accept any responsibility for any costs incurred by any person in relation to the person’s
evaluation of the Company and the Offer under this Information Memorandum or otherwise.
12.5. EXCLUDED OFFER
Any offer of securities of the Company contained in this Information Memorandum is an
offer of securities which does not require disclosure to investors under Part 6D.2 of the Act
and is therefore only open to Sophisticated Investors, Professional Investors and other investors
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
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to whom an offer can be made under Part 6D.2 of the Act without the need for a disclosure
document.
12.6. CONFIDENTIALITY UNDERTAKING
The contents of this Information Memorandum and the actions proposed to be taken by ADGEX
Limited are proprietary to the Company and are not to be disclosed to any other person unless
approved in writing by the Company to be an “Authorised Person” to whom such information
can be disclosed.
The Information Memorandum is provided to recipients on the express condition that:
(c) It will be regarded and treated as strictly confidential and must not be disclosed to any
other person, unless approved as an “Authorised Person” by the Company,
(d) It may be used only to evaluate the merits of the Company as an investment opportunity
(e) It may not be photocopied, reproduced or distributed to others at any time unless
approved in writing as an “authorised person”
(f)
There is no disclosure to any other person that they are in discussions regarding the
potential investment or that the Company is considering the potential investment
The above obligations extend to any documents or information obtained from the Information
Memorandum, due diligence presentations or interviews conducted by or on behalf of the
Company.
It is a requirement of provision of this Information Memorandum to an “Authorised Person” that
it and any other information provided be returned to the Company within 48 hours of written
request without retaining any copies.
The confidentiality terms outlined above apply in addition to the terms of any separate
confidentiality agreement between the Company and the “Authorised Person”. In the event of
any inconsistency between the documents, the terms of that separate confidentiality agreement
prevail.
12.7. CONTENTS
Some of the information contained in this Memorandum has been obtained from third parties
and has not been independently verified. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility is accepted by the Company as
to the accuracy, currency or completeness of any part of this Memorandum, or any supplement
to it, or any further information supplied by, or on behalf of the Company, in connection with
the Company.
Nothing contained in this Memorandum is a promise or representation as to the future. Moreover,
the forecasts or financial projections contained in this Memorandum have been prepared in
accordance with the assumptions stated in this Memorandum and there is risk that the results
may vary.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited
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No assurance or representation is made by any person that any forecast or projection will be
achieved. Accordingly, Recipients must make their own investigations and enquiries regarding
all assumptions, uncertainties and contingencies, which may affect the future operations of the
Company.
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Information Memorandum – Acquisition of equity stake in BLAZE Limited