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INFORMATION
MEMORANDUM
The Opening Date of this IM is 12 April 2020 at 9am ESDT
and the Closing Date will be 12 July 2020 at 5pm ESDT,
unless fully subscribed earlier.
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Information Memorandum WASTE-TO-ENERGY
Disclaimer
The information contained in this Information Memorandum is being provided to the
recipient solely for the purpose of evaluating an investment in project WASTE-TO-
ENERGY.
The information included in this Information Memorandum does not purport to be all-
inclusive or complete.
This Information Memorandum is dated 12 April 2020 and has been issued and
prepared by ADGEX Ltd 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.
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Information Memorandum WASTE-TO-ENERGY
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.
(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.
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CONTENT
DEAL SUMMARY........................................................................................................ 6
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4. FINANCIAL PLAN............................................................................................... 28
4.1. Stages of the Project .................................................................................... 28
4.2. Investment Efficiency ................................................................................... 29
4.3. Income and Expenses of Future Periods ..................................................... 29
4.4. Accounting Policies & Financial Controls ..................................................... 31
4.5. Dividend Policy............................................................................................. 32
4.6. Exit Strategy ................................................................................................. 33
6. TEAM.................................................................................................................. 37
CONCLUSION .......................................................................................................... 42
CONTACTS .............................................................................................................. 42
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Information Memorandum WASTE-TO-ENERGY
DEAL SUMMARY
Project: WASTE-TO-ENERGY
If you receive this IM electronically, ADGEX Limited will provide you with a paper
copy, if requested.
1. PROJECT INITIATOR
1.1. About ADGEX Company
ADGEX LIMITED (hereinafter referred to as the “ADGEX”) is a modern high-
tech company, developing life-changing technological solutions. ADGEX forms
altogether new social ecosystem, breaking the patterns that modern
technologies destroy wildlife and the environment. Introducing its progressive
intellectual projects, ADGEX creates a prosperous, safe and green world for all
future generations.
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BUSINESS OBJECTIVES
ADGEX undertakes a critical social mission. Our technologies and solutions are
environmentally responsible and safe. All of them are aimed to rejuvenate the
Planet's ecology and preserve our nature pristine. We create a sustainable
future for the next generations to come. We integrate our technologies into a
single sustainable platform, where each technological component becomes an
integral part of a shared network, bringing new benefits and living standards to
all people on Earth!
KEY ACHIEVEMENTS
During its operation, the company's management raised more than $ 8 million
in authorized capital through the sale of ordinary voting shares by closed
subscription. This investment was spent on creating the first market products:
from the stage of scientific and technical ideas to experimental, pilot-series and
industrial designs.
ADGEX capabilities are a unique combination of the most advanced
fundamental knowledge in science and material engineering, own scientific
school and applied experimental base implemented through a constant seeking
of new technological solutions and approbation of new technologies. All these
factors allow ADGEX to cultivate unique technologies and trade secrets,
premised on the modern breakthrough solutions.
Currently, ADGEX's business portfolio contains a total of 7 unique technologies,
each of which is at least equal to the potential of the WASTE-TO-ENERGY
Project in terms of potential, demand and profitability.
The competitive strength of our products is ensured by everlasting technological
upgrade and release of new-generation products through the introduction of the
newest engineering ideas and integration of all our cutting-edge solutions with
each other.
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Having its scientific school, ADGEX constantly develops and introduces key
exponential technologies to create fundamentally new advanced solutions in the
next field:
WASTE TO ENERGY CONVERSION
● Mobile processors greenBLAZE for conversion of all type of organic waste
and carbon-contained materials into electric energy.
● Utilization of waste from livestock and poultry farming, agriculture,
woodworking, water utilities, oil refineries, etc.
TRANSPORT SOLUTIONS
● Autonomous elevated rail system UPRAIL for all-weather operation.
● Electric motors for e-vehicles and energy recovery systems.
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The Opening Date of this IM is 12 April 2020 at 9 am ESDT. The Closing Date
will be 12 July 2020 at 5 pm ESDT, unless fully subscribed earlier. The above
data is indicative and subject to change. ADGEX reserves the right to change
the dates and times of the IM without notice, whether fully subscribed or not.
ADGEX 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 reserve the right to accept any
Application in full, accept any lesser number of Shares, or decline any
Application.
ADGEX is one of a few world leaders who delivers new progressive products,
changing usual customers' stereotypes and creating a new world pattern.
ADGEX scientists strive for sustainable technological solutions, aimed at
keeping our planet clean and healthy for decades to come.
To create the brand "ADGEX" and its recognition around the world, the
management of ADGEX company has developed an original solution.
Together with the launch of the WASTE-TO-ENERGY Project, ADGEX
announces the launch of another environmental project "Saving the world's
oceans and clearing them of plastic".
The environmental situation in the world's oceans associated with plastic
garbage Islands has become critical and catastrophic. According to the UN, up
to 8 million tons of plastic are dumped into the ocean every year. The size of
plastic "Islands" is approaching the size of continents. The critical problem of
pollution of the world's oceans is that plastic does not completely decompose,
but under the influence of ultraviolet light and seawater, it breaks down in the
water into macro, micro and nano fractions of plastic, which fill the world's basin.
Nanoparticles of undissolved plastic have already penetrated even into artesian
springs. And every seafood lover eats more than 12,000 micro plastic particles
per year along with seafood.
Until today, no company in the world has been able to offer a real solution to the
problem. Purification of marine waters by catching plastic leads to accumulation
of this plastic on land. Replacing plastic with eco-plastic or paper entails other
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2. PROJECT INITIATOR
2.1. WASTE-TO-ENERGY - the Introduction
One of the most daunting issues facing the world is the mounting waste problem,
which impairs public health, pollutes the environment and threatens to drown
some poor countries in toxicity. More than half the world's population does not
have access to regular trash collection, a grim statistic given the amount of
garbage produced globally. Each year, nations generate 2 billion tons of waste.
That's expected to soar to 4 billion tons by 2100.
Metric tons of Solid Waste generated each day (in thousands)
ollution runs into rivers and seeps into groundwater. The atmosphere can be
poisoned by the toxic discharge from the trash. When waste is not collected, the
frequency of illness doubles and acute respiratory infection — linked to the
burning of waste — is six times higher. There is no end in sight to this trend.
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ENVIRONMENTAL SAFETY
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MOBILITY
SELF-CONTAINED OPERATION
UNIVERSALITY
GreenBLAZE does NOT require preliminary waste sorting for MSW process.
EFFICIENCY
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EnergyBRICK units can be easily moved from one place to another using
standard transportation (vans, trucks, freight containers, etc.).
As energy bricks have low self-discharge levels (5% of charge loss per annum),
even transportation over long distances will ensure delivery of energy with no
losses. It doesn't matter anymore how remotely the end customer resides –
energyBRICK will keep the same amount of energy as when it was charged
regardless of the distance and time to deliver. EnergyBRICK units can be
connected to any power source, such as the conventional power grid, or any
alternative renewable energy sources. The energy combined from all power
sources is channeled to energyBRICK to provide maximum charging speed and
efficiency. It is no longer necessary to transmit electricity over long distances
using the traditional energy grid.
The vehicles will transport pre-charged batteries and deliver them straight to
each customer's Premises. Standardized weight and size parameters of
energyBRICK units allow using standard forklift to load and unload the units
to/from any vehicle or platform.
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High efficiency of the given technical solution is stipulated by the fact that the
inner part of the housing is successfully preheated before the feedstock is fed
into the channel.
greenBLAZE
Cooling system
Exhaust
Working Principle
Water
Vapour
Vapour separator
Raw material
feed
Generator
Gas-cleaning
Turbine
Ash
residue bin Reactor
unit
Afterburning
The feedstock is continuously moved through the auger and sequentially fed to
the primary expansion chamber, where it is heated up to reach the temperature
of 120÷340 °C and the pressure of 600÷500 kPa. The moisture and primary
pyrolysis gas is removed through the gas grid to the afterburner chamber. In the
future, the air mixture is oxygenated and nitrogenized in the chamber. The
feedstock is subjected to decomposition in the first zone at the temperature of
340÷1000 °C under the pressure of 600÷700 kPa, and then - in the second zone
at the temperature of 1700 °C under the pressure of 900÷700 kPa. Vacuum
conditions in the zones mentioned above are maintained by varying the vacuum
conditions in the tubes of vacuum contour of the respective zone. Afterwards,
the oxygen is fed into the barrel body through the window of the ash channel.
The results of using the present solution in respect of the device with the
cylindrical body, equipped with the screw are as follows: The inner plane of the
casing is divided by the grid into the vapour receiving part with the initial
expansion chamber and the barrel with the first and the second zones of
fracture.
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Refrigeration unit
Feedstock
Steam separator supply
Turbine
Generator
Reactor
Afterburning system
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3. MARKETING PLAN
3.1. Market Analysis
The waste heap:
Developing Сountries:
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Global economy has and will always produce wastes. There is no optimal
solution so far for safe and cost-effective utilization of MSW (Municipal solid
waste). 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 case of highly effective advanced treatment systems are installed, waste
incineration still causes emission of highly-toxic furans and dioxins, heavy
metals and sulphur, which fall into the category of carcinogens may change the
DNA structure, inflicting irreparable harm on the health of currently living people
and future generations. All other methods for carbon utilization are based on
incineration with production of incredibly harmful emissions, such as PCB
(polychlorobiphenyls), heavy metals, sulphur etc.
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GreenBLAZE does not require the preparation of MSW before disposal. The
plants are able to process both freshly collected garbage and accumulated
garbage in landfills and dumps with any humidity and any density.
ENVIRONMENTAL SAFETY
Installations do not emit harmful substances and do not have a sanitary zone.
They are harmless to nature and human health.
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The Project management plans to focus its efforts around the main goals:
strategic, marketing and operational to develop the Project and promote
WASTE-TO-ENERGY products.
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4. FINANCIAL PLAN
4.1. Stages of the Project
USD $ 100,000,000 is required to launch and develop the pilot and first series
production. The launching of the second line of serial production is planned to
be made at the expense of the Project's profit.
Stage Data
Launching of pilot production of greenblaze - R&D
01.06.2020
centre
Launching of pilot production of energybrick - R&D
centre 01.06.2020
1. To start the project at the first stage, it is necessary to create pilot sites
for the production of greenBLAZE processors and energyBRICK
batteries. They will host a design office and an experimental production
site for each of the technologies. The task of these R&D centres is to
constantly develop and test new design solutions in order to modernize
the existing model range, as well as to develop and create new highly
competitive industrial samples of products.
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organization of the first sales of products and the creation of the first
service business models.
Criteria Value
Discounting rate, % 3
Payback period – PB, month 50
Discounted payback period - DPB, month 50
Average rate of return - ARR,% 63,98
Net present income - NPV 596 606 335
Profitability index - PI 5,73
Internal rate of return - IRR, % 84,09
Modified internal rate of return - MIRR 22,55
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All these markets and areas have been developed by project proponent in a
high quality and sufficient volume to start creating service business models
immediately after the Project launching. The average payback period for
operating service companies is about 2 years. This final business model of the
WASTE-TO-ENERGY Project is the most liquid and allows you to get the
maximum revenue by using all three sources of monetization of the Project.
Using all three sources of monetization in the Project significantly reduces the
payback period of the Project and at least doubles the Project's profit.
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Indicator 10-12.2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 1-9.2030
Gross sales 33 528 136,36 66 804 545,45 66 804 545,45 131 866 363,64 243 865 636,36 243 865 636,36 243 865 636,36 243 865 636,36 243 865 636,36 182 899 227,27
Net sales 33 528 136,36 66 804 545,45 66 804 545,45 131 866 363,64 243 865 636,36 243 865 636,36 243 865 636,36 243 865 636,36 243 865 636,36 182 899 227,27
Materials 12 302 686,36 24 495 000,00 24 495 000,00 48 454 272,73 60 433 909,09 60 433 909,09 60 433 909,09 60 433 909,09 60 433 909,09 45 325 431,82
Total direct costs 12 302 686,36 24 495 000,00 24 495 000,00 48 454 272,73 60 433 909,09 60 433 909,09 60 433 909,09 60 433 909,09 60 433 909,09 45 325 431,82
Gross profit 21 225 450,00 42 309 545,45 42 309 545,45 83 412 090,91 183 431 727,27 183 431 727,27 183 431 727,27 183 431 727,27 183 431 727,27 137 573 795,45
Administrative cost 193 636,36 774 545,45 774 545,45 774 545,45 1 355 454,55 2 194 545,45 2 323 636,36 2 323 636,36 2 323 636,36 2 323 636,36 1 742 727,27
Production costs 58 090,91 232 363,64 232 363,64 232 363,64 232 363,64 232 363,64 232 363,64 232 363,64 232 363,64 232 363,64 174 272,73
Marketing costs 96 818,18 387 272,73 387 272,73 387 272,73 677 727,27 1 097 272,73 1 161 818,18 1 161 818,18 1 161 818,18 1 161 818,18 871 363,64
Salary of administrative staff 165 234,75 660 939,00 660 939,00 660 939,00 1 156 643,25 1 872 660,50 1 982 817,00 1 982 817,00 1 982 817,00 1 982 817,00 1 487 112,75
Salary of production staff 410 770,50 1 643 082,00 1 643 082,00 1 643 082,00 1 643 082,00 1 643 082,00 1 643 082,00 1 643 082,00 1 643 082,00 1 643 082,00 1 232 311,50
Marketing staff salary 225 460,50 901 842,00 901 842,00 901 842,00 1 578 223,50 2 555 219,00 2 705 526,00 2 705 526,00 2 705 526,00 2 705 526,00 2 029 144,50
Total fixed costs 1 150 011,20 4 600 044,82 4 600 044,82 4 600 044,82 6 643 494,20 9 595 143,32 10 049 243,18 10 049 243,18 10 049 243,18 10 049 243,18 7 536 932,39
Losses from previous periods 1 653 976,58 2 136 890,60 2 136 890,60 2 136 890,60 3 895 479,42 3 895 479,42 3 895 479,42 3 895 479,42 3 895 479,42 2 921 609,56
Profit before tax -16 539 765,75 -4 829 140,27 37 709 500,64 37 709 500,64 -17 585 888,14 173 836 583,95 173 382 484,09 173 382 484,09 173 382 484,09 173 382 484,09 130 036 863,07
Taxable profit 35 572 610,03 35 572 610,03 10 337 610,30 169 941 104,54 169 487 004,67 169 487 004,67 169 487 004,67 169 487 004,67 127 115 253,51
Income tax 10 671 783,01 10 671 783,01 3 101 283,09 50 982 331,36 50 846 101,40 50 846 101,40 50 846 101,40 50 846 101,40 38 134 576,05
Net profit -16 539 765,75 -4 829 140,27 27 037 717,63 27 037 717,63 -20 687 171,23 122 854 252,59 122 536 382,69 122 536 382,69 122 536 382,69 122 536 382,69 91 902 287,02
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After the Project reaches full capacity and payback (50 months from the start),
the Investor, possessing a 35% share of the JV Company, has several options
for making a profit from the WASTE-TO-ENERGY Project, namely, but not
limited:
1. Receiving 35% of the annual profit of the JV Company after taxes,
according to the results of the Project performance in Russia and the CIS
countries.
2. The Investor has the right to dispose of 35% Equity Stake of the JV
Company and sell all Equity Stake (or any part of it) with premium on the
terms and price at his discretion.
3. The Investor will obtain a superior right to expand the Project's Territory
together with ADGEX in other countries, if the Parties decide to do it in
the future. In this case, the Investor will be required to invest in new
WASTE-TO-ENERGY Projects, and the Parties will establish each new
JV Company on the same terms and conditions - 35/65 (35% of the future
project/s will belong to the Investor).
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5. RISK ANALYSIS
5.1. Technical Risks
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6. TEAM
Mr Victor Uzlov
Master of technical science, MBA (Distinction)
Founder & CEO of ADGEX
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Dr Sergey Zotov
Doctor of technical science
Chief Technical Officer of greenBLAZE
Dr Viktor Evseenkov
Doctor of technical sciences
Chief Technical Officer of energyBRICK
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Dr Vladimir Lyubochko
Doctor of technical sciences
Chief Technologist of WASTE-to-ENERGY Project
7. LEGAL INFORMATION
This presentation is for informational purposes only and is not intended to
recommend any investment discussed in this presentation. This presentation is
not an offer to sell or the solicitation of an offer to purchase an interest in
ADGEX. All information concerning ADGEX and industry data have been
obtained from sources believed to be reliable and current, but accuracy cannot
be guaranteed. Statements in this presentation are made as of the date
specified herein and ADGEX has no obligation to update the information in this
presentation. The projections contained in this presentation are only estimates
of future results that are based on assumptions made at the time such
projections were developed. There can be no assurance that the results outlined
in the projections will be attained, and actual results may be significantly
different from the projections. Also, general economic factors, which are not
predictable, can have a material impact on the reliability of projections. Any
investment in a startup company like ADGEX is subject to various risks. In
considering any performance information contained in this presentation, you
should bear in mind that past performance is no guarantee of future results, and
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Confidentiality Provision
This presentation is intended for authorized recipients only and must be held
strictly confidential. This presentation includes confidential proprietary and trade
secret information of ADGEX and its affiliates. By accepting this information,
each recipient agrees that (I) no portion of this presentation may be reproduced
or distributed in any format without the prior express written consent of ADGEX,
(II) It will not copy, reproduce, or distribute this presentation, in whole or in part,
to any person or party, and (III) It will keep permanently confidential all
information contained herein that is not already public. Details and formats of
investment conditions are offered upon requests.
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…………………………………………………..
Mr Victor Uzlov
Managing Director
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CONCLUSION
This material does not constitute any representation as to the suitability or
appropriateness of any security, financial product or instrument. There is no
guarantee that investment in any program or strategy discussed herein will be
profitable or will not incur loss. This information is prepared for general
information only. It does not have regard to the specific investment objectives,
financial situation, and the particular needs of any specific person who may
receive this report. Investors should seek financial advice regarding the
appropriateness of investing in any security or investment strategy discussed or
recommended in this report and should understand that statements regarding
future prospects may not be realized. Investors should note that security values
may fluctuate and that each security’s price or value may rise or fall. Accordingly,
investors may receive back less than originally invested. Past performance is
not a guide to future performance. Individual client accounts may vary. Investing
in any security involves certain risks called non-diversifiable risk. These risks
include market risk, interest-rate risk, inflation risk, and event risk. These risks
are in addition to any specific, or diversifiable, risks associated with particular
investment styles or strategies.
CONTACTS
Tel.: +7 965 133 9793
WhatsApp & Viber: + 61 416 377 950
E-mail: victor@adgex.com
Postal Address: Suite 5409, 91 Liverpool Street, Sydney, 2000
NSW, Australia
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