International Metals Trading, LLC 506c Offering Memorandum

CONFIDENTIAL PRIVATE
OFFERING MEMORANDUM
$14,000,000
Maximum Convertible Preferred Membership
Units Offered:
3,500,000
Minimum Convertible Preferred Membership
Units Offered:
500,000
Price Per Unit: $4.00
Minimum Investment: $200,000.00 (50,000 Units)(1)
International Metals Trading, LLC (the “Company” or “International Metals Trading”), a Delaware Limited Liability
Company, is offering a minimum of 500,000 and a maximum of 3,500,000 Convertible Preferred Membership Units
(“Preferred Units”) for $4.00 per unit. Preferred Units sold shall be granted 25% warrant coverage at a strike price of
150% of the current offering price (current price of the Preferred Units of $4.00 gives a Warrant strike of $6.00). The
offering price per unit has been arbitrarily determined by the Company - See Risk Factors: Offering Price.
ACCREDITED INVESTORS ONLY
THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY
THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST
IN THESE UNITS.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF DELAWARE,
OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON
THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506
PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION
PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.
Sale Price Selling Commissions (2) Proceeds to Company (3)
Per Unit $4.00 $0.36 $3.64
Minimum $2,000,000 $180,000 $1,820,000
Maximum $14,000,000 $1,260,000 $12,740,000
Offering Number:
______________
Name of Recipient:
______________

Confidential Private Placement Memorandum • Regulation D Rule 506(c) Page 2
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The Date of this Memorandum is October 15st
, 2015
(1) The Company reserves the right to waive the 50,000 Unit minimum subscription for any investor. The
Offering is not underwritten. The Units are offered on a “best efforts” basis by the Company through
its officers and directors. The Company has set a minimum offering amount of 500,000 Units with
minimum gross proceeds of $2,000,000 for this Offering. All proceeds from the sale of Units up to
$2,000,000 will be deposited in an escrow account. Upon the sale of $2,000,000 of Units, all proceeds
will be delivered directly to the Company’s corporate account and be available for use by the
Company at its discretion.
(2) Units may also be sold by FINRA member brokers or dealers who enter into a Participating Dealer
Agreement with the Company, who will receive commissions of up to 9.00% of the price of the Units
sold. The Company reserves the right to pay expenses related to this Offering from the proceeds of
the Offering. See “PLAN OF PLACEMENT and USE OF PROCEEDS” section.
(3) The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to
terminate, or (b) the date upon which all Units have been sold, or (c) December 31, 2015, or such date
as may be extended from time to time by the Company, but not later than 180 days thereafter (the
“Offering Period”.)

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IMPORTANT NOTICES
You are urged to read this memorandum carefully. This memorandum is not all-inclusive and does not contain
all the information that you may desire in investigating International Metals Trading, LLC. You must conduct
and rely on your own evaluation of Company and the terms of this offering, including the merits and risks
involved in making a decision to buy Company’s Preferred Units. Company will make available to you, prior to
the sale of Preferred Units described in this memorandum, the opportunity to ask questions of, and receive
answers from, Company’s management concerning the terms and conditions of this offering and to obtain any
additional information (including information made available to other investors), to the extent Company possess
it or can acquire it without unreasonable effort or expense, which may be necessary to verify the accuracy of the
information in this memorandum. Company may require you to sign a confidentiality agreement if you wish to
receive additional information that Company deem to be proprietary. You may mail questions, inquiries, and
requests for information to 81 Prospect St, 8th
Floor, Brooklyn, NY 11201 or call 866-804-2418; Executive
Director – Ian Parker. You, and your representatives, if any, will be asked to acknowledge in the Subscription
Agreement that you were given the opportunity to obtain additional information and that you did so or elected to
waive the opportunity.
No representations or warranties of any kind are intended nor should any be inferred with respect to the
economic viability of this investment or with respect to any benefits, which may accrue to an investment in
Company’s Preferred Units; Company and its directors, officers and employees, do not in any way represent,
guarantee or warrant an economic gain or profit with regard to our business or that favorable income tax
consequences will flow there from. Company does not in any way represent or warrant the advisability of
buying Company’s Preferred Units. Any projections or other forward-looking statements or opinions contained
in this memorandum constitute estimates by Company based upon historical track record of its management, but
historical performance is not a guarantee of future returns.
You should not consider the contents of this memorandum as legal, business or tax advice. Prior to making a
decision to buy Company’s Preferred Units, you should carefully review and consider this memorandum and
should consult your own attorneys, business advisors and tax advisors as to legal, business and tax related
matters concerning this offering.
RESTRICTIONS ON USE OF MEMORANDUM
This memorandum is for review by the recipient only. The recipient, by accepting delivery of this memorandum,
agrees to return this memorandum, all enclosed or attached documents and all other documents, if any, provided
in connection with the offering to International Metals Trading, LLC if the recipient does not undertake to
purchase any of the securities offered hereby. This memorandum is furnished for the sole use of the recipient,
and for the sole purpose of providing information regarding the offer and sale of Company’s Preferred Units.
Company has not authorized any other use of this information. Any distribution of this memorandum to a person
other than representatives of the person or entity named on the cover page is unauthorized, and any reproduction
of this memorandum or the divulgence of any of its contents, without prior written consent is prohibited. The
delivery of this memorandum or other information does not imply that the memorandum or other information is
correct as of any time subsequent to the date appearing on the cover of this memorandum.
EXCLUSIVE NATURE OF CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
The delivery of this memorandum does not constitute an offer in any jurisdiction to any person to whom such
offer would be unlawful in such jurisdiction. You should rely only on the information contained in this
memorandum. The information contained in this memorandum supersedes any other information provided to
potential investors. Company has not authorized any person to provide any information or to make any
representations except to the extent contained in this memorandum. If any such representations are given or
made, such information and representations must not be relied upon as having been authorized by International
Metals Trading, LLC. This memorandum is not an offer to sell, nor is it seeking an offer to buy, Preferred Units

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of Company in any state where the offer or sale is not permitted. The information in this memorandum is
accurate as of the date on the front cover, but the information may have changed since that date.
RESTRICTED SECURITIES
Company has not registered this Series A Convertible Preferred Membership with the Securities and Exchange
Commission. Company is offering the Series A Convertible Preferred Membership under exemptions from the
registration requirements of the Act and applicable state laws. The Securities and Exchange Commission and state
securities regulators have not approved or disapproved of the Series A Convertible Preferred Membership or
determined if this memorandum is truthful or complete. It is illegal for any person to tell you otherwise.
No public market currently exists for any of Company’s securities. The Series A Convertible Preferred
Membership sold in connection with this memorandum will be “restricted securities” for purposes of federal and
state securities laws, and each investor who purchases this Series A Convertible Preferred Membership must do so
for the investor’s own account and investment.
FORWARD-LOOKING STATEMENTS
Certain statements in this memorandum constitute “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements that address expectations or projections about the future, including statements about
product development, market position, expected expenditures and financial results, are forward-looking
statements.
Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,”
“intends,” “projects,” “indicates,” and similar expressions. Any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements. These statements are not
guarantees of future performance and involve a number of risks, uncertainties and assumptions. Accordingly,
actual results or performance of International Metals Trading, LLC may differ significantly, positively or
negatively, from forward-looking statements made herein. Unanticipated events and circumstances are likely to
occur. Factors that might cause such differences include, but are not limited to, those discussed under the
heading “Risk Factors,” which investors should carefully consider. These factors include, but are not limited to,
risks that Company’s products and services may not receive the level of market acceptance anticipated;
anticipated funding may prove to be unavailable; intense competition in Company’s market may result in lower
than anticipated revenues or higher than anticipated costs, and general economic conditions, such as the rate of
employment, inflation, interest rates and the condition of the capital markets may change in a way that is not
favorable to us. This list of factors is not exclusive. Company undertakes no obligation to update any forward-
looking statements.
REGULATORY AND TAX CONSIDERATIONS
Additional Regulatory Considerations: Securities Act of 1933, Membership Units offered or sold within the
United States will not be registered under the Securities Act in reliance upon the exemption from registration
thereunder provided by Regulation D. Each Investor will be required to represent that it is an “accredited
investor” as defined in Regulation D and that it is acquiring its Interest for investment and not for resale or
distribution. Preferred Units may be resold only if they are registered under the Securities Act or an exemption
from registration is available. In addition, Interest may not be assigned or transferred without the consent of the
Company.
Investment Company Act of 1940: The number of beneficial owners of Preferred Units is limited to 99 or
fewer in order for the Company to qualify for the exemption from registration under Section 3(c)(1) of the
Investment Company Act of 1940, as amended. With respect to determination of the number of such beneficial

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owners, the Company obtains appropriate representations and undertakings from each Investor, in order to assure
that Company meets the conditions of the exemption on an ongoing basis.
State and Local Taxes: Prospective Investors should consult their own tax advisors concerning the state and
local tax consequences of investing in Company.
ADDITIONAL INFORMATION AVAILABLE UPON REQUEST
The Financial Projection within this memorandum and the corresponding Subscription Agreement supplement
this memorandum. Company will make certain information available to investors upon request including
Company’s Articles of Operation, Company’s Operating Agreement and other corporate records.

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I. JURISDICTIONAL (NASAA) LEGENDS
FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE
REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT
BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF
YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY
MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY.
THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED
UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS) THESE
SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH
SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCE OF A LEGEND
FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THE
STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN
ANY PARTICULAR STATE.
1. NOTICE TO ALABAMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO
A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A REGISTRATION
STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA
SECURITIES COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE
PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS
OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
2. NOTICE TO ALASKA RESIDENTS ONLY: THE SECURITIES OFFERED HAVE NOT BEEN
REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OF ALASKA UNDER
PROVISIONS OF 3 AAC 08.500-3 AAC 08.504. THE INVESTOR IS ADVISED THAT THE
ADMINISTRATOR HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT
AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE
FILED WITH THE ADMINISTRATOR. THE FACT OF REGISTRATION DOES NOT MEAN THAT THE
ADMINISTRATOR HAS PASSED IN ANY WAY UPON THE MERITS, RECOMMENDED, OR
APPROVED THE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A VIOLATION OF
45.55.170. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE PERSON
OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.
3. NOTICE TO ARIZONA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE ARIZONA SECURITIES ACT IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION PURSUANT TO A.R.S. SECTION 44-1844 (1) AND THEREFORE CANNOT BE RESOLD
UNLESS THEY ARE ALSO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
4. NOTICE TO ARKANSAS RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN RELIANCE
UPON CLAIMS OF EXEMPTION UNDER THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF
THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE
SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE
COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY

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RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THIS OFFERING
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
5. FOR DELAWARE RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONER OF
CORPORATIONS OF THE STATE OF DELAWARE AND THE ISSUANCE OF SUCH SECURITIES OR
PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH
QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM
QUALIFICATION BY SECTION 25100, 25102, OR 25104 OF THE DELAWARE CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH
QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
6. FOR COLORADO RESIDENTS ONLY: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991 BY
REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY
OF THE OFFERING. THESE SECURITIES CANNOT BE RESOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991, IF SUCH
REGISTRATION IS REQUIRED.
7. NOTICE TO CONNECTICUT RESIDENTS ONLY: SHARES ACQUIRED BY CONNECTICUT
RESIDENTS ARE BEING SOLD AS A TRANSACTION EXEMPT UNDER SECTION 36-409(b)(9)(A) OF
THE CONNECTICUT, UNIFORM SECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED
UNDER SAID ACT IN THE STATE OF CONNECTICUT. ALL INVESTORS SHOULD BE AWARE THAT
THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE SHARES.
8. NOTICE TO DELAWARE RESIDENTS ONLY: IF YOU ARE A DELAWARE RESIDENT, YOU ARE
HEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE DELAWARE SECURITIES ACT. THE
SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS
EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE
ACT.
9. NOTICE TO DISTRICT OF COLUMBIA RESIDENTS ONLY: THESE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THE DISTRICT OF
COLUMBIA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
10. NOTICE TO FLORIDA RESIDENTS ONLY: THE SHARES DESCRIBED HEREIN HAVE NOT
BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES AND INVESTOR PROTECTION
UNDER THE FLORIDA SECURITIES ACT. THE SHARES REFERRED TO HEREIN WILL BE SOLD TO,
AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF SAID
ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA.
IN ADDITION, ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT
SECTION 517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHEN
SALES ARE MADE TO FIVE OR MORE PERSONS IN [FLORIDA], ANY SALE IN [FLORIDA] MADE
PURSUANT TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER
WITHIN 3 DAYS AFTER THE FIRST
TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE
ISSUER OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT
PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THE
AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS
HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON ENTITLED TO EXERCISE
THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11) (A)(5) AND WHO WISHES
TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE TENDER OF ANY AMOUNT TO
THE COMPANY OR TO ANY AGENT OF THE COMPANY (INCLUDING THE SELLING AGENT OR
ANY OTHER DEALER ACTING ON BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH

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DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO
THE COMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVE SUMMARY.
SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR
PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER,
IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO
ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A
PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS
REQUEST HAS BEEN RECEIVED.
11. NOTICE TO GEORGIA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE GEORGIA
SECURITIES ACT PURSUANT TO REGULATION 590-4-5-04 AND -01. THE SECURITIES CANNOT BE
SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A
TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.
12. NOTICE TO HAWAII RESIDENTS ONLY: NEITHER THIS PROSPECTUS NOR THE
SECURITIES DESCRIBED HEREIN BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF SECURITIES OF THE STATE OF HAWAII NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
13. NOTICE TO IDAHO RESIDENTS ONLY: THESE SECURITIES EVIDENCED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT IN RELIANCE UPON EXEMPTION FROM
REGISTRATION PURSUANT TO SECTION 30-14-203 OR 302(c) THEREOF AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN A TRANSACTION WHICH IS EXEMPT
UNDER SAID ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SAID ACT.
14. NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS NOR HAS THE STATE OF
ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY
15. NOTICE TO INDIANA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO
A CLAIM OF EXEMPTION UNDER SECTION 23-2-1-2 OF THE INDIANA SECURITIES LAW AND
HAVE NOT BEEN REGISTERED UNDER SECTION 23-2-1-3. THEY CANNOT THEREFORE BE
RESOLD UNLESS THEY ARE REGISTERED UNDER SAID LAW OR UNLESS AN EXEMPTION FORM
REGISTRATION IS AVAILABLE. A CLAIM OF EXEMPTION UNDER SAID LAW HAS BEEN FILED,
AND IF SUCH EXEMPTION IS NOT DISALLOWED SALES OF THESE SECURITIES MAY BE MADE.
HOWEVER, UNTIL SUCH EXEMPTION IS GRANTED, ANY OFFER MADE PURSUANT HERETO IS
PRELIMINARY AND SUBJECT TO MATERIAL CHANGE.
16. NOTICE TO IOWA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE
SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED; THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
17. NOTICE TO KANSAS RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO
PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES
WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER SECTION 81-5-6 OF THE KANSAS SECURITIES ACT AND MAY NOT BE RE-

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OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT
AND APPLICABLE RULES PROMULGATED THEREUNDER.
18. NOTICE TO KENTUCKY RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO
REGISTRATION UNDER RULE 808 OF THE KENTUCKY SECURITIES ACT AND MAY NOT BE RE-
19. NOTICE TO LOUISIANA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO
REGISTRATION UNDER RULE 1 OF THE LOUISIANA SECURITIES LAW AND MAY NOT BE RE-
20. NOTICE TO MAINE RESIDENTS ONLY: THE ISSUER IS REQUIRED TO MAKE A REASONABLE
FINDING THAT THE SECURITIES OFFERED ARE A SUITABLE INVESTMENT FOR THE PURCHASER
AND THAT THE PURCHASER IS FINANCIALLY ABLE TO BEAR THE RISK OF LOSING THE ENTIRE
AMOUNT INVESTED.
THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION UNDER §16202(15) OF THE
MAINE UNIFORM SECURITIES ACT AND ARE NOT REGISTERED WITH THE SECURITIES
ADMINISTRATOR OF THE STATE OF MAINE.
THE SECURITIES OFFERED FOR SALE MAY BE RESTRICTED SECURITIES AND THE HOLDER MAY
NOT BE ABLE TO RESELL THE SECURITIES UNLESS:
(1) THE SECURITIES ARE REGISTERED UNDER STATE AND FEDERAL SECURITIES
LAWS, OR
(2) AN EXEMPTION IS AVAILABLE UNDER THOSE LAWS.
21. NOTICE TO MARYLAND RESIDENTS ONLY: IF YOU ARE A MARYLAND RESIDENT AND YOU
ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU
ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING SOLD AS A TRANSACTION
EXEMPT UNDER SECTION 11-602(9) OF THE MARYLAND SECURITIES ACT. THE SHARES HAVE
NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MARYLAND. ALL INVESTORS
SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY
OF THE SHARES.
22. NOTICE TO MASSACHUSETTS RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS
UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO
THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE
SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
23. NOTICE TO MICHIGAN RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER SECTION 451.701 OF THE MICHIGAN UNIFORM SECURITIES ACT (THE ACT)
AND MAY BE TRANSFERRED OR RESOLD BY RESIDENTS OF MICHIGAN ONLY IF REGISTERED
PURSUANT TO THE PROVISIONS OF THE ACT, OR IF AN EXEMPTION FROM REGISTRATION IS
AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR'S
NET WORTH.
24. NOTICE TO MINNESOTA RESIDENTS ONLY: THESE SECURITIES BEING OFFERED HEREBY
HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA SECURITIES LAWS
AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
REGISTRATION, OR AN EXEMPTION THEREFROM.

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25. NOTICE TO MISSISSIPPI RESIDENTS ONLY: THE SHARES ARE OFFERED PURSUANT TO A
CLAIM OF EXEMPTION UNDER THE MISSISSIPPI SECURITIES ACT. A REGISTRATION
STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE MISSISSIPPI
SECRETARY OF STATE OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE
SECRETARY OF STATE NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE
SECURITIES, OR APPROVED OR DISAPPROVED THIS OFFERING. THE SECRETARY OF STATE
DOES NOT RECOMMEND THE PURCHASE OF THESE OR ANY OTHER SECURITIES. EACH
PURCHASER OF THE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND MUST
BE ABLE TO BEAR AN ENTIRE LOSS OF THIS INVESTMENT. THE SECURITIES MAY NOT BE
TRANSFERRED FOR A PERIOD OF ONE (1) YEAR EXCEPT IN A TRANSACTION WHICH IS EXEMPT
UNDER THE MISSISSIPPI SECURITIES ACT OR IN A TRANSACTION IN COMPLIANCE WITH THE
MISSISSIPPI SECURITIES ACT.
26. FOR MISSOURI RESIDENTS ONLY: THE SECURITIES OFFERED HEREIN WILL BE SOLD TO,
AND ACQUIRED BY, THE PURCHASER IN A TRANSACTION EXEMPT UNDER SECTION 4.G OF THE
MISSOURI SECURITIES LAW OF 1953, AS AMENDED. THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER SAID ACT IN THE STATE OF MISSOURI. UNLESS THE SECURITIES ARE SO
REGISTERED, THEY MAY NOT BE OFFERED FOR SALE OR RESOLD IN THE STATE OF MISSOURI,
EXCEPT AS A SECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID ACT.
27. NOTICE TO MONTANA RESIDENTS ONLY: IN ADDITION TO THE INVESTOR SUITABILITY
STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO IS A MONTANA
RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND
AUTOMOBILES) IN EXCESS OF FIVE (5) TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH
INVESTOR IN THE SHARES.
28. NOTICE TO NEBRASKA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO
REGISTRATION UNDER CHAPTER 15 OF THE NEBRASKA SECURITIES LAW AND MAY NOT BE
RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT
29. NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER TO
PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE
SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER SECTION 49:3-60(b) OF THE NEVADA SECURITIES LAW. THE INVESTOR IS HEREBY
ADVISED THAT THE ATTORNEY GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE
BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE THEREOF,
BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE
STATE OF NEVADA. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEVADA
ALLOWS THE SALE OF SECURITIES TO 25 OR FEWER PURCHASERS IN THE STATE WITHOUT
REGISTRATION. HOWEVER, CERTAIN CONDITIONS APPLY, I.E., COMMISSIONS ARE LIMITED TO
LICENSED BROKER-DEALERS. THIS EXEMPTION IS GENERALLY USED WHERE THE
PROSPECTIVE INVESTOR IS ALREADY KNOWN AND HAS A PRE-EXISTING RELATIONSHIP WITH
THE COMPANY. (SEE NRS 90.530.11.)
30. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A
REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THIS CHAPTER HAS
BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT

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WITH THE PROVISIONS OF THIS PARAGRAPH.
31. NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEY RESIDENT AND
YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM,
YOU ARE HEREBY ADVISED THAT THIS MEMORANDUM HAS NOT BEEN FILED WITH OR
REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS
ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
32. NOTICE TO NEW MEXICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICO
DEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
33. NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEEN REVIEWED BY
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE
COMPANY HAS TAKEN NO STEPS TO CREATE AN AFTER MARKET FOR THE SHARES OFFERED
HEREIN AND HAS MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE
A MARKET IN THE SHARES. AT SOME TIME IN THE FUTURE, THE COMPANY MAY ATTEMPT TO
ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKET IN THE SECURITIES AND
TO QUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM, HOWEVER, NO SUCH
ARRANGEMENTS HAVE BEEN MADE AND THERE IS NO ASSURANCE THAT ANY BROKERS WILL
EVER HAVE SUCH AN INTEREST IN THE SECURITIES OF THE COMPANY OR THAT THERE WILL
EVER BE A MARKET THEREFORE.
34. NOTICE TO NORTH CAROLINA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION,
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING
THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FORGOING
AUTHORITIES HAVE NOT CONFIRMED ACCURACY OR DETERMINED ADEQUACY OF THIS
DOCUMENT. REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
35. NOTICE TO NORTH DAKOTA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THE STATE OF NORTH
DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
36. NOTICE TO OHIO RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE
ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD
TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
SECTION 107.03(2) OF THE OHIO SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE,
TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES
PROMULGATED THEREUNDER.
37. NOTICE TO OKLAHOMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED FOR SALE IN
THE STATE OF OKLAHOMA IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION FOR
PRIVATE OFFERINGS. ALTHOUGH A PRIOR FILING OF THIS MEMORANDUM AND THE
INFORMATION HAS BEEN MADE WITH THE OKLAHOMA SECURITIES COMMISSION, SUCH
FILING IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE AN APPROVAL, RECOMMENDATION

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OR ENDORSEMENT, AND IN NO SENSE IS TO BE REPRESENTED AS AN INDICATION OF THE
INVESTMENT MERIT OF SUCH SECURITIES. ANY SUCH REPRESENTATION IS UNLAWFUL.
38. NOTICE TO OREGON RESIDENTS ONLY: THE SECURITIES OFFERED HAVE BEEN
REGISTERED WITH THE CORPORATION COMMISSION OF THE STATE OF OREGON UNDER
PROVISIONS OF OAR 815 DIVISION 36. THE INVESTOR IS ADVISED THAT THE COMMISSIONER
HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT
REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE
COMMISSIONER. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE
COMPANY CREATING THE SECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE
MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.
39. NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS AN OFFER
TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION 203(d), DIRECTLY
FROM THE ISSUER OR AFFILIATE OF THIS ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS
ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY)
OR ANY OTHER PERSON WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE
ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A
TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2)
BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING
OFFERED. IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE
PURSUANT TO A PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR RIGHT TO
WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA
SECURITIES ACT OF 1972 (70 PS § 1-207(m), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS
AFTER THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE AND A PROSPECTUS TO WITHDRAW
FROM YOUR PURCHASE AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY
YOU. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO
ACCOMPLISH THIS WITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE
ISSUER (OR UNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE PROSPECTUS)
INDICATING YOUR INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT
AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF
YOU ARE SENDING A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO ENSGTI THAT IT IS RECEIVED AND ALSO EVIDENCE THE TIME WHEN
IT WAS MAILED. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU SHOULD ASK WRITTEN
CONFIRMATION THAT YOUR REQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES
WILL BE MADE TO RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NON-ACCREDITED
INVESTORS. EACH PENNSYLVANIA RESIDENT MUST AGREE NOT TO SELL THESE SECURITIES
FOR A PERIOD OF TWELVE (12) MONTHS AFTER THE DATE OF PURCHASE, EXCEPT IN
ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION. THE
SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACT OF 1972. NO SUBSEQUENT RESALE OR
OTHER DISPOSITION OF THE SECURITIES MAY BE MADE WITHIN 12 MONTHS FOLLOWING
THEIR INITIAL SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION, EXCEPT IN
ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION, AND
THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION.
40. NOTICE TO RHODE ISLAND RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE DEPARTMENT OF BUSINESS REGULATION OF THE STATE
OF RHODE ISLAND NOR HAS THE DIRECTOR PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
41. NOTICE TO SOUTH CAROLINA RESIDENTS ONLY: THESE SECURITIES ARE BEING
OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINA UNIFORM
SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT
BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER. THE COMMISSIONER
DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS
UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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42. NOTICE TO SOUTH DAKOTA RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED
FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW, CHAPTER 47-31, WITH THE
DIRECTOR OF THE DIVISION OF SECURITIES OF THE DEPARTMENT OF COMMERCE AND
REGULATION OF THE STATE OF SOUTH DAKOTA. THE EXEMPTION DOES NOT CONSTITUTE A
FINDING THAT THIS MEMORANDUM IS TRUE, COMPLETE, AND NOT MISLEADING, NOR HAS
THE DIRECTOR OF THE DIVISION OF SECURITIES PASSED IN ANY WAY UPON THE MERITS OF,
RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
43. NOTICE TO TENNESSEE RESIDENT ONLY: IN MAKING AN INVESTMENT DECISION
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF
THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES
HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD. EXCEPT AS PERMITTED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY
BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
44. NOTICE TO TEXAS RESIDENTS ONLY: THE SECURITIES OFFERED HEREUNDER HAVE NOT
BEEN REGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND, THEREFORE, ANY
PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE RESOLD UNLESS THEY
ARE SUBSEQUENTLY REGISTERED UNDER SUCH SECURITIES LAWS OR AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE. FURTHER, PURSUANT TO §109.13 UNDER THE TEXAS
SECURITIES ACT, THE COMPANY IS REQUIRED TO APPRISE PROSPECTIVE INVESTORS OF THE
FOLLOWING: A LEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATES
REPRESENTING SECURITIES PURCHASED
HEREUNDER, AND ANY PURCHASER HEREUNDER SHALL BE REQUIRED TO SIGN A WRITTEN
AGREEMENT THAT HE WILL NOT SELL THE SUBJECT SECURITIES WITHOUT REGISTRATION
UNDER APPLICABLE SECURITIES LAWS, OR EXEMPTIONS THEREFROM.
45. NOTICE TO UTAH RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UTAH SECURITIES
ACT. THE SECURITIES CANNOT BE TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH
ARE EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE
ACT.
46. NOTICE TO VERMONT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES DIVISION OF THE STATE OF VERMONT NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY
47. NOTICE TO VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO
WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION UNDER SECTION 13.1-514
OF THE VIRGINIA SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED,
OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES
PROMULGATED THEREUNDER.
48. NOTICE TO WASHINGTON RESIDENTS ONLY: THE ADMINISTRATOR OF SECURITIES HAS

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NOT REVIEWED THE OFFERING OR PRIVATE PLACEMENT MEMORANDUM AND THE
SECURITIES HAVE NOT BEEN REGISTERED IN RELIANCE UPON THE SECURITIES ACT OF
WASHINGTON, CHAPTER 21.20 RCW, AND THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE
REGISTERED UNDER THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, OR UNLESS
AN EXEMPTION FROM REGISTRATION IS MADE AVAILABLE.
49. NOTICE TO WEST VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO
REGISTRATION UNDER SECTION 15.06(b)(9) OF THE WEST VIRGINIA SECURITIES LAW AND MAY
NOT BE REOFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH
SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.
50. NOTICE TO WISCONSIN RESIDENTS ONLY: IN ADDITION TO THE INVESTOR SUITABILITY
STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO IS A WISCONSIN
RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND
AUTOMOBILES) IN EXCESS OF THREE AND ONE-THIRD (3 1/3) TIMES THE AGGREGATE AMOUNT
INVESTED BY SUCH INVESTOR IN THE SHARES OFFERED HEREIN.
51. FOR WYOMING RESIDENTS ONLY: ALL WYOMING RESIDENTS WHO SUBSCRIBE TO
PURCHASE SHARES OFFERED BY THE COMPANY MUST SATISFY THE FOLLOWING
MINIMUM FINANCIAL SUITABILITY REQUIREMENTS IN ORDER TO PURCHASE SHARES:
(1) A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OF
TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000 ); AND
(2) THE PURCHASE PRICE OF SHARES SUBSCRIBED FOR MAY NOT EXCEED
TWENTY PERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND
(3) "TAXABLE INCOME" AS DEFINED IN SECTION 63 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, DURING THE LAST TAX YEAR AND ESTIMATED
"TAXABLE INCOME" DURING THE CURRENT TAX YEAR SUBJECT TO A FEDERAL
INCOME TAX RATE OF NOT LESS THAN THIRTY-THREE PERCENT (33%).
IN ORDER TO VERIFY THE FOREGOING, ALL SUBSCRIBERS WHO ARE WYOMING RESIDENTS
WILL BE REQUIRED TO REPRESENT IN THE SUBSCRIPTION AGREEMENT THAT THEY MEET
THESE WYOMING SPECIAL INVESTOR SUITABILITY REQUIREMENTS.
EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND
RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE
EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT
UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE
INFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS
WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR
DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS
MEMORANDUM, PLEASE WRITE OR CALL: INTERNATIONAL METALS TRADING, LLC Ÿ C/O IAN
PARKER, EXECUTIVE DIRECTOR Ÿ 81 PROSPECT ST, 8 FLOOR Ÿ BROOKLYN, NY 11201 Ÿ PH: 866-
923-0182.

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TABLE OF CONTENTS
I.
Jurisdictional (NASAA) Legends ..................................................................................................................................................................... 6

II.
Summary of the Offering .............................................................................................................................................................................. 16

A.
The Company.............................................................................................................................................................................................. 23

B.
The Benefits of LLC Membership .............................................................................................................................................................. 23

C.
Operations ................................................................................................................................................................................................... 23

E.
The Offering ................................................................................................................................................................................................ 23

F.
Risk Factors ................................................................................................................................................................................................. 24

G.
Use of Proceeds........................................................................................................................................................................................... 24

H.
Minimum Offering Proceeds - Escrow of Subscription Proceeds.............................................................................................................. 24

I.
Convertible Preferred Units .......................................................................................................................................................................... 24

J.
Registrar........................................................................................................................................................................................................ 24

K.
Subscription Period..................................................................................................................................................................................... 24

III.
Business
Summary ........................................................................................................................................................................................ 40

III.
Requirements for Purchasers ..................................................................................................................................................................... 40

A.
General Suitability Standards ..................................................................................................................................................................... 40

B.
Accredited Investors.................................................................................................................................................................................... 40

C.
Other Requirements..................................................................................................................................................................................... 41

IV.
Forward Looking Information ................................................................................................................................................................... 41

V.
Risk Factors.................................................................................................................................................................................................... 41

A.
Risks Related to Our Business.................................................................................................................................................................. ..38

B.
Risk Related to This Offerring.................................................................................................................................................................... 42

VI.
Use Of Proceeds............................................................................................................................................................................................ 48

A.
Sale of Equity.............................................................................................................................................................................................. 48

B.
Offering Expenses & Commissions ............................................................................................................................................................ 48

C.
Corporate Application of Proceeds ............................................................................................................................................................. 48

D.
Total Use of Proceeds ................................................................................................................................................................................. 48

VII.
Management................................................................................................................................................................................................. 49

VIII.
Management Compensation....................................................................................................................................................................... 51

IX.
Board of Advisors......................................................................................................................................................................................... 51

X.

Dilution........................................................................................................................................................................................................... 51

XI.
Capitalization Table & Dilution ................................................................................................................................................................. 53

XII.
Membership UNIT OPTION AGREEMENTS........................................................................................................................................ 55

XIII.
Litigation ...................................................................................................................................................................................................... 55

XIV.
Description of Units..................................................................................................................................................................................... 55

XV.
Transfer Agent and Registrar.................................................................................................................................................................... 56

XVI.
Plan of Placement ........................................................................................................................................................................................ 58

A.
Escrow of Subscription Funds .................................................................................................................................................................... 58

B.
How to Subscribe for Units......................................................................................................................................................................... 58

XVII.
Additional Information............................................................................................................................................................................... 58

Exhibits and Addendums:
Exhibit A - International Metals Trading, LLC. Operating Agreement
Addendum I - Subscription Agreement
Addendum II - Investor Suitability Questionnaire
*Please note Addendums are separately attached

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II. SUMMARY OF THE OFFERING
Investors should read this memorandum carefully before making any investment decisions regarding the Company and
should pay particular attention to the information contained under the heading “Risk Factors.” Additionally, Investors
should consult their own advisors in order to fully comprehend the consequences of investing in the Company. The
following summary does not purport to be complete and is qualified in its entirety by more detailed information appearing
elsewhere in this Memorandum and the Exhibits hereto.
In this memorandum, “International Metals Trading, LLC,” “International Metals Trading,” “Company,” “company,”
“we,” “our,” and “us” refer to International Metals Trading, LLC. “You”, “Prospective Investor”, “Prospective
Purchaser”, and “Purchaser” refers to the reader of this memorandum. This summary highlights the information
contained elsewhere in this memorandum. Because this is only a summary, it does not contain all of the information that
may be important to you. For a more complete understanding of this offering, Company encourages you to read this
entire memorandum and the documents to which Company refers you. You should read the following memorandum
together with the more detailed information and financial statements and the notes to those statements appearing
elsewhere in this memorandum.
GENERAL:
International Metals Trading, LLC (the “Company”) purchases precious and base metals on a wholesale basis from direct
outlets such as mills or secondary precious metals recycling sources. The Company’s customers include the largest OEM
manufacturers, refiners, primary mines and some the largest construction companies in the country. The Company’s industry
experts manage the various commodity risks by hedging margins through disciplined capital preservation mechanisms. Using
proper forward selling techniques and construction contracts helps ensure that the Company’s balance sheet of the transactions
will not fall below the initial investment. In most cases, the Company’s principal in these transactions will be collateralized by
120% of the value of said principal, in its notional amount, in precious and base metals. There are other safeguards in place to
further protect investor capital such as content and transport insurance, bonding and liens. The Company’s primary concern and
objective is to protect Company capital through disciplined capital preservation mechanisms. All metals materials that are
bought and sold are hedged through proper forward selling agreements using the futures market (Chicago Mercantile
Exchange) thus greatly reducing commodity risk.
Type of Security: Series A Convertible Preferred Unit, $4.00 per Unit (the “Preferred Units”),
initially convertible on a one-to-one (the “Conversions Ratio”) basis into Units
of the Company’s Common Units (the “Common Units”).
Capitalization:
Purpose:
Company has authorized 12,000,000 Common Units and 3,500,000 Preferred
Units. Prior to this offering, current owners hold 6,000,000 Common Units
and have reserved another 500,000 Common Units for key parties. If all
3,500,000 Preferred Units are sold and converted the Company would have
10,875,000 Common Units outstanding.
Acquisition and trading of precious and base metals on, a wholesale basis,
from direct outlets such as mills or secondary precious metals recycling
sources. Our customers include the largest OEM manufacturers, refiners,
primary mines and some the largest construction firms in the country.
TERMS OF PREFERRED UNITS:
Liquidation Preference: Upon the occurrence of any (i) liquidation, dissolution or winding up of the
Company, (ii) a merger or consolidation (other than one in which

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Unitholders of the Company own a majority by voting power of the
outstanding Units of the surviving or acquiring corporation), or (iii) a sale,
lease, transfer or other disposition of all or substantially all of the assets of
the Company (the events described in the foregoing clauses (ii) and (iii) are
each referred to herein as a “Deemed Liquidation Event”), the holders of the
Preferred Units would receive an amount per Preferred Unit, in preference to
the holders of the Common Unit, equal to the Original Purchase Price, plus
accrued but unpaid dividends on each Unit of the Preferred Units.
Thereafter, the Preferred Units would participate with the Common Unit on
an as-converted to Common Unit basis.
Dividends: Dividends on the Preferred Units would be cumulative and accrue, in
preference to any dividend on Units of the Common Unit, at a rate
determined by the Board of Managers on an annual basis (but not less than
3% per annum) of the Original Purchase Price, compounded quarterly.
Dividends on the Preferred Units would be payable upon a Deemed
Liquidation Event or upon conversion or redemption. For any other
dividends or distributions, participation with Common Unit on an as-
converted basis.
Warrant Coverage: The Company shall provide Unitholders with 25% Warrant Coverage
at a strike price of 150% of the current offering price per Unit (current
Unit price $4.00 gives a Warrant strike price of $6.00). Warrants
shall be good for the earlier of (i) 5 years or (ii) exercisable within 6
months of the next round of equity financing that is priced at or
above the strike (at or in the money) or (iii) exercisable prior to any
announced merger or acquisition that is priced at or above the strike
(at or in the money) so long as Unithold has at least 3 month prior
notice of such an event.
Warrants are the option to purchase Common Units at the Strike of
$6.00. Warrant Coverage shall be calculated by taking the total amount
of a Unitholder’s Preferred Units and dividing them by 4; any
fractional numbers in the solution shall be ignored. For example, a
Unitholder of 57,787 Preferred Units would be calculated as follows:
57,787 ÷ 4 = 14,446.75. Thus the Unitholder would be issued 14,446
Warrants.
Optional Conversion: The Preferred Units would initially convert on a one for one basis into Units
of the Common Unit at any time at the option of the holder, subject to
adjustments for Unit dividends, splits, combinations and similar events and
as described below under the caption “Anti-dilution Provisions.”
Mandatory Conversion: Each Unit of the Preferred Units would automatically be converted into Units
of the Common Unit at the then applicable conversion rate (i) upon a public
offering of Common Units or reverse merger into a public reporting entity or
(ii) upon the written consent of the holders of a majority of the Preferred
Units.
Anti-dilution Provisions: Unless otherwise waived by the holders of at least two-thirds of the Preferred
Units, in the event that the Company issues additional securities at a
purchase price less than the current Preferred Units conversion price, such
conversion price would be adjusted on a full ratchet basis, provided that no
such adjustment would occur with respect to (i) securities issuable upon
conversion of any of the Preferred Units, or as a dividend or distribution on

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the Preferred Units; (ii) securities issued upon the conversion of any
debenture, warrant, option, or other convertible security outstanding as of the
date of the Initial Closing; (iii) Units of the Common Unit issuable upon a
Unit split, Unit dividend, or any subdivision of Units of Common Unit;
(iv) Units of the Common Unit (or options to purchase such Units of
Common Unit) issued or issuable to employees or directors of, or consultants
to, the Company pursuant to any plan approved by the Board, including both
of the Series A Directors (as defined); (v) Units of the Common Unit issued
or issuable to banks, equipment lessors pursuant to a debt financing,
equipment leasing or real property leasing transaction approved by the
Board, including the Series A Directors; and (vi) Units of the Common Unit
issued or issuable for consideration other than cash pursuant to a technology
license, business combination, strategic partnership or joint venture
transaction approved by the Board, including both the Series A Directors (as
defined herein).
Redemption Rights: The Preferred Units would be redeemable from funds legally available for
distribution at the option of holders of at least 50% of the Preferred Units
commencing any time after the fourth anniversary of the Initial Closing at a
price equal to the Original Purchase Price plus all accrued but unpaid
dividends. Redemption would occur in three equal quarterly installments
beginning 90 days after a valid election of redemption has occurred. Upon a
redemption request from the holders of the required percentage of the
Preferred Units, all of the Preferred Units would be redeemed (except for any
holders of Units of the Preferred Units who affirmatively opt-out of such
redemption).
Registration Rights:
Registrable Securities: All Units of the Common Unit issuable upon conversion of the Preferred
Units and any other Units of the Common Unit held by the Investors would
be “Registrable Securities.”
Demand Registration: Upon earlier of (i) three years after the Initial Closing; or (ii) six months
following an initial public offering or reverse merger (“IPO”), persons
holding not less than an aggregate of 50% of Registrable Securities may
demand not more than two registrations by the Company of their Units, but
only if the aggregate offering price is at least $5 million. A registration
would count for this purpose only if (A) not less than 75% of all Registrable
Securities requested to be registered are included in the registration, or (B) it
is closed, or withdrawn at the request of the demanding Investors (other than
as a result of a material adverse change to the Company). Holders of
Registrable Securities would have priority in all registrations over all other
Units except for in registrations initiated by the Company in which case the
Units being sold by the Company for its own account shall have priority.
Registration on Form S-3: The holders of not less than 20% of the Registrable Securities would have
the right to require the Company to register on Form S-3, if available for use
by the Company, Registrable Securities for an aggregate offering price of at
least $1 million. There would be no limit on the aggregate number of such
Form S-3 registrations, provided that there are no more than two per year.
Piggyback Registration: The holders of Registrable Securities would be entitled to “piggyback”
registration rights on all registration statements of the Company, subject to
the right, however, of the Company and its underwriters to reduce the
number of Units proposed to be registered to a minimum of 30% on a pro

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rata basis and to complete reduction on an IPO at the underwriter’s
discretion. In all events, the Units to be registered by holders of Registrable
Securities would be reduced only after all other Unitholders’ Units are
reduced.
Expenses: The registration expenses (exclusive of Unit transfer taxes, underwriting
discounts and commissions) would be borne by the Company. The Company
would also pay the reasonable fees and expenses, not to exceed $75,000, of
one special counsel to represent all the participating holders of Registrable
Securities.
Lock-up: The Investors would agree in connection with a potential IPO, if requested
by said IPO’s managing underwriter, not to sell or transfer any Units of
Common Unit of the Company for a period of up to 180 days following the
IPO, provided all directors and officers of the Company agree to the same
restriction.
Termination of Registration
Rights:
Upon the earlier of: (i) one (1) years after a potential IPO, (ii) a Deemed
Liquidation Event, or (iii) when all Registrable Securities of an Investor are
eligible to be sold without restriction under Rule 144(k) within any 90-day
period.
The Company may grant no future registration rights without consent of the
holders of a majority of the Registrable Securities unless subordinate to the
registration rights of such holders in all respects.
GOVERNANCE:
Voting Rights: The Preferred Units would vote together with the Common Unit on an as-
converted basis, and not as a separate class.
ADDITIONAL RIGHTS:
Management and Information Rights: Each holder of the Preferred Units shall receive (a) during 2016 quarterly
“dashboard” summary financial results, (b) in subsequent quarterly unaudited
financials, (c) annually audited statements and a budget, and (d) a quarterly
brief descriptive report from the CEO.
Right to Participate Pro Rata in Future
Rounds:
All Major Investors (those investors holding 5% or more of the Company’s
membership interest) would have a pro rata right, based on their percentage
equity ownership in the Company (assuming the conversion of all
outstanding Units of the Preferred Units into Units of the Common Unit and
the exercise of all warrants and options outstanding under the Company’s
Unit plans), to participate in subsequent issuances of equity securities of the
Company (excluding those issuances that do not trigger operation of the
adjustment described above under “Anti-dilution Provisions” and issuances
in connection with acquisitions by the Company). In addition, should any
Major Investor choose not to purchase its full pro rata Unit, the remaining
Major Investors would have the right to purchase the remaining pro rata
Units.

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Rights of Refusal/ Co-Sale: The Company first and the Investors second would have a right of first
refusal with respect to any Units of capital Unit of the Company proposed to
be sold by any current Unitholder and employees holding greater than 2% of
the Common Unit (assuming exercise of all options and conversion of the
Preferred Units) (the “Key Holders”), with a right of oversubscription for
Investors of Units unsubscribed by the other Investors. Before any Key
Holder could sell Common Unit, such Key Holder would give the holders of
the Preferred Units an opportunity to participate in such sale on a basis
proportionate to the amount of securities held by the seller and those held by
the participating Investors.
OTHER:
Proprietary Information,
Inventions and Non-compete
Agreements:
Each officer, employee and consultant of the Company would enter into
acceptable proprietary information, inventions and non-compete agreements.
Representations and Warranties: The Unit Purchase Agreement would contain customary representations
including, without limitation, organization and qualification, capitalization,
intellectual property, authorization, execution and delivery, validity and
enforceability of agreements, issuance of the Preferred Unit, no litigation,
compliance with laws, no governmental consent, taxes, no conflict with
agreements and charter provisions, taxes, ERISA, employment and labor
regulations, no undisclosed liabilities, no affiliate transactions, no defaults
and no material adverse change.
Closing: On or before December 31, 2015
Confidentiality: Prospective Investors shall not disclose the terms of this Summary of
Offering to any person or entity except for the accountants, attorneys and
other professional advisors of the investor.

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Summary Financial Data
AVAILABLE INFORMATION
Company is not presently subject to the reporting and information requirements of the Securities Exchange Act
of 1934 (the “Exchange Act”), and therefore does not file reports, proxy statements and other statements.
However, Company shall provide its investors with quarterly and annual reports.
Selected Financial Information: The business summary developed by the Company contains certain projections
with respect to its anticipated new capital for current operations. The financial projections and the assumptions
upon which they are based represent forecasts of results that might be achieved should all the stated assumptions
contained therein be realized.
You should read the following summary financial data together with our Audited Financial Statements to better
understand the track record that form the basis of our assumption. Management has a successful track record in
both the precious and base metal trading. The assumptions below include both the precious and base metal
business lines.
Key Assumptions:
(1) 2015 is project thru the FYE. The Company has approximately $14 million in sales thru the 3rd
quarter with a gross profit of
approximately $765,000.
(2) Company’s steel fabrication business started in August of 2015. Current assumptions are based on work that has been
contracted for 2015 and 2016. 2017 and 2018 assume generally accepted industry margins and project work (work not yet
contracted). Tons sold annually are projected to be 67,500, 112,500, and 140,000 in 2016, 2017, and 2018 respectively.
(3) BIG Sky is projected to sell annually 27,600, 79,200, and 79,200 in 2016, 2017, and 2018 respectively. This based on intense
industry research for the Big Sky target markets.

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B. The Company
International Metals Trading, LLC (“International Metals Trading”, or the “Company”), began operations in
October 2013, with the purpose of trading precious and base metals. The Company’s legal structure was formed
as a limited liability company (LLC) under the laws of the State of Delaware on October 2013. Its principal
offices are presently located at 81 Prospect St, 8th
Floor Brooklyn, NY 11201. The Company’s telephone
number is (866) 923-0182. The Managing Directors of the Company are Ian Parker, Joseph Kalinowski, and
Ned Moulton (“Management”).
C. The Benefits of LLC Membership
The limited liability company (LLC) is a relatively new form of doing business in the United States (in 1988 all
50 states enacted LLC laws). The best way to describe an LLC is to explain what it is not. An LLC is not a
corporation, a partnership nor is it a sole proprietorship. The LLC is a hybrid legal structure that combines the
characteristics of a corporate structure and a partnership structure. It is a separate legal entity like a corporation
but it has entitlement to be treated as a partnership for tax purposes and therefore carries with it certain tax
benefits for the investors.
The owners and investors are called members and can be virtually any entity including individuals (domestic or
foreign), corporations, other LLCs, trusts, pension plans etc. Unlike corporate stocks and shares, members
purchase Convertible Preferred Units. Members who hold the majority of the Units maintain controlling
management of the LLC as specified in the LLC operating agreement.
The primary advantage of an LLC is limiting the liability of its members. Unless personally guaranteed,
members are not personally liable for the debts and obligations of the LLC. Additionally, “pass-through” or
“flow-through” taxation is available, meaning that (generally speaking) the earnings of an LLC are not subject to
double taxation unlike that of a “standard” corporation. However, they are treated like the earnings from
partnerships, sole proprietorships and S corporations with an added benefit for all of its members. There is
greater flexibility in structuring the LLC than is ordinarily the case with a corporation, including the ability to
divide ownership and voting rights in unconventional ways while still enjoying the benefits of “pass-through”
taxation.
D. Operations
International Metals Trading, LLC (the “Company”) purchases precious and base metals on a wholesale basis from
direct outlets such as mills or secondary precious metals recycling sources. The Company’s customers include the
largest OEM manufacturers, refiners, primary mines and some the largest construction companies in the country. The
Company’s industry experts manage the various commodity risks by hedging margins through disciplined capital
preservation mechanisms. Using proper forward selling techniques and construction contracts helps ensure that the
Company’s balance sheet of the transactions will not fall below the initial investment. In most cases, the Company’s
principal in these transactions will be collateralized by 120% of the value of said principal, in its notional amount, in
precious and base metals. There are other safeguards in place to further protect investor capital such as content and
transport insurance, bonding and liens. The Company’s primary concern and objective is to protect Company capital
through disciplined capital preservation mechanisms. All metals materials that are bought and sold are hedged
through proper forward selling agreements using the futures market (Chicago Mercantile Exchange) thus greatly
reducing commodity risk.
The Company believes that continued successful execution of its business strategy should provide the
opportunity for leverage within the entity, allowing for enhanced returns while also mitigating downside risk
through high quality hedging and risk management.
E. The Offering
The Company is offering a minimum of 500,000 and a maximum of 3,500,000 Units at a price of $4.00 per Unit,
$.001 par value per unit. Upon completion of the Offering between 7,000,000 and 10,000,000 Common Units
will be outstanding on a fully diluted basis. Each Purchaser of Preferred Units must execute a Subscription
Agreement making certain representations and warranties to the Company, including such Purchaser’s
qualifications as an Accredited Investor as defined by the Securities and Exchange Commission in Rule 501(a) of
Regulation D promulgated. See “REQUIREMENTS FOR PURCHASERS” section.

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F. Risk Factors
See “RISK FACTORS” section in this Memorandum for certain factors that could adversely affect an investment
in the Units. Those factors include, but are not limited to unanticipated obstacles to execution of the Business
Plan, general economic factors, and other unanticipated metal commodity risk.
G. Use of Proceeds
If the entire offering amount of 3,500,000 Series A Convertible Preferred Units is sold, Company estimates that
the net proceeds will be approximately $12,740,000 after deducting the estimated offering expenses.
Company will use the net proceeds from this for commodity trading & hedging activities, which will result in
cash flow for the company. Management will have broad discretion in applying the Company’s net proceeds of
this offering within commodity activities that meet the criteria explained within the business summary or other
such similar opportunities that are backed by assets and have attractive economics.
See “USE OF PROCEEDS” section.
H. Minimum Offering Proceeds - Escrow of Subscription Proceeds
The Company has set a minimum offering proceeds figure of $2,000,000 (the “minimum offering proceeds”) for
this Offering. The Company has established an Investment Holding Account with Cortland Capital Market
Services LLC, 225 W. Washington St. 21st Floor, Chicago, IL 60606, into which the minimum offering proceeds
will be placed. At least 500,000 Units must be sold for $2,000,000 before such proceeds will be released from
the escrow account and utilized by the Company. After the minimum number of Units is sold, all subsequent
proceeds from the sale of Units will be delivered directly to the Company. See “PLAN OF PLACEMENT -
ESCROW ACCOUNT ARRANGEMENT” section.
I. Convertible Preferred Units
Upon the sale of the maximum number of Units from this Offering, the number of issued and outstanding units
of the Company’s stock will be held as follows:
Present Members 60%
New Members 40%
J. Registrar
The Company will serve as its own registrar and transfer agent with respect to its Convertible Preferred Units.
K. Subscription Period
The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, or
(b) the date upon which all Units have been sold, or (c) December 31, 2015, or such date as may be extended
from time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.)

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III. BUSINESS PLAN
Company Overview
International Metals Trading, LLC (the “Company”) purchases precious and base metals on a wholesale basis from direct outlets such as
mills or secondary precious metals recycling sources. The Company’s customers include the largest OEM manufacturers, refiners, primary
mines and some the largest construction companies in the country. The Company’s industry experts manage the various commodity risks by
hedging margins through disciplined capital preservation mechanisms. Using proper forward selling techniques and construction contracts
helps ensure that the Company’s balance sheet of the transactions will not fall below the initial investment. In most cases, the Company’s
principal in these transactions will be collateralized by 120% of the value of said principal, in its notional amount, in precious and base
metals. There are other safeguards in place to further protect investor capital such as content and transport insurance, bonding and liens. The
Company’s primary concern and objective is to protect Company capital through disciplined capital preservation mechanisms. All metals
materials that are bought and sold are hedged through proper forward selling agreements using the futures market (Chicago Mercantile
Exchange) thus greatly reducing commodity risk.
The Company believes that continued successful execution of its business strategy should provide the opportunity for leverage within
the entity, allowing for enhanced returns while also mitigating downside risk through high quality hedging and risk management.
Business Lines
The Company has diverse revenue streams. These revenue streams are broken into Precious Metal revenue, Base Metal revenue and a
2016 expansion into aggregates, abrasives, and frack sand:
Precious Metals
Platinum, Palladium and Rhodium
(PGM)

Base Metals
Reinforcing Steel Fabrication
(subsidiary)

Aggregates,
Abrasives,
and
Frack
Sand

Metal
By-‐product
Usage

(subsidiary)

• Company is contracted with the
largest network of spent catalytic
converters (“CATs”) collectors in the
United States (U.S.).
• This network accounts for greater
than 60% of all collected spent CATs
in the U.S..
• Company conducts forward selling
and hedge book management for this
network of collectors.
• Through financing efforts, Company
will deploy capital for the purchase of
spent cats estimated to be $400mm to
$500mm annually.
• Company coordinates the delivery of
precious metals to the world’s largest
OEM’s, refiners and mines. These
companies include BASF, Mairec,
Johnson Matthey, Ford Motor,
General Motors, Toyota and Anglo
American Platinum (AMPLATS).

• Deep relationships in the New York
Metro construction community.
• Developed both domestic and
international sources for materials.
• A combined 50+ years in fabrication
industry.
• Team operated the largest facility in
the Tri-State area.
• A combined 60+ years in the
financial industry.
• Notwithstanding a slide in steel prices
in recent years, there is still a
compelling margin to be generated in
the steel rebar trade.
• Based on intensive industry study and
solid relationships on both sides of
the trade, the Company sees attractive
gross margins.
• In first two months of operations the
base metal division has booked a
backlog of 60,000 tons with estimated
revenues of $80 million in 2016.

• Company
has
deep
relationships
that

these
products
can
be
cross-‐
marketed
to.

• It
allows
the
product
to
be
adapted

and
varied
with
no
change
in
tooling

or
additional
costs.

• This
allows
this
product
line
the

ability
to
sell
to
concrete
and
cement

industry,
oil
and
gas
industry,
and

the
abrasive
industry
without

changing
tooling.
Change
can
be

made
on
the
fly..

• High
level
of
control
is
achieved
over

the
output
characteristics.

• The
product
possesses
exceptionally

high
quality
surface
and
shape.

• The
product
will
have
segment

leading
performance

• Product
strength
is
achieved
more

directly
than
the
competition

• Adaptability
lends
itself
to
a
wide

range
or
product
offerings

I. Platinum, Palladium, and Rhodium (PGM)
Having an appropriate amount of portfolio exposure to precious metals in one’s portfolio is a good idea. In discussing exposure to
precious metals, gold and silver are traditionally the preferred – and most often traded – precious metals. While exposure to these
metals can be appropriate at times, as of the time of this writing, the Company believes that platinum group metals (PGM’s) offer a
significant profit center that the Company has already penetrated. It is important to understand the reasoning behind the investment in
precious metals along with its potential risks.
Precious metals have historically been considered a safe haven against economic and geopolitical risks. Precious metals have long
been considered a storage of value, thus an off-set against inflation. At times it can have a low correlation with equities so having
some in investment portfolios has diversification benefits. Despite these potential benefits, the Company has come to understand that
precious metals, like many commodities can be highly volatile. This has led the Company to develop hedging practices that allow the
Company to take advantage of its wide reaching industry relationships without the exposure to increased variation in returns (a locked
in spread).

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PGM as an investment
There are six precious metals that make up the platinum group metals. These metals are platinum (Pt), palladium (Pd), rhodium (Rh),
ruthenium (Ru), osmium (Os) and iridium (Ir). The Company’s focus is on three of these metals; platinum, palladium and rhodium.
These are truly rare and precious metals, but they also have another industrial side to them. These metals are used in automobile
catalytic converters to act as a catalyst in extracting and removing harmful emissions produced from a combustible fuel engine.
Harmful emissions that are produced by a standard combustible engine include hydrocarbons that arise due to unburned gasoline,
carbon monoxide and nitrogen oxide. Through the specific combination of these three precious metals, the catalytic converter captures
large quantities so they are not released in to the atmosphere.
PGM – Demand
On the demand side, prices for these precious metals are largely tied to auto sales given their high concentration of usage in catalytic
converters. The global outlook for vehicle sales has been fairly robust of late. Global auto sales in 2014 have been just under 72
million vehicles sold of which sales in Asia have been leading the way. North America represents approximately 27% of the
worldwide auto market with the U.S. leading the charge making up 85% of that figure. Western Europe is 17% of the global auto
market and Germany is the largest country in that category representing 25% of that region. South America consumes 6% of the
global auto supply with Brazil contributing 42% of that number. Eastern Europe makes up 5% of the global auto market and Russia
represents the largest portion of that demand consuming 62% of that figure.
Analysts are expecting the global auto market to grow at a 2% average annual rate over the next several years as additional monetary
stimulus in Europe and Asia are implemented to assist their economies gain traction. The U.S. economy has been getting stronger,
albeit at a sluggish pace and should remain a driver of vehicle sales.
Carefully monitoring and analyzing vehicle sales is of key importance when investing in PGM. As mentioned earlier, platinum,
palladium and rhodium are heavily used in the catalytic converter manufacturing process. To illustrate this point, consider the details.
Please note that the figures that are provided are broken down into two segments, primary supply (mining sources) and secondary
supply (recycling). Total gross demand for platinum is 8.4 million ounces annually of which the auto catalyst market represents 3.1
million. Thus a full 37% of annual demand is driven by the production of catalytic converters. Jewelry makes up the next largest user
of platinum consuming 2.7 million ounces annually or 33% of gross demand.
The other areas of platinum usage and their percent of gross annual demand is estimated as follows:
The industry has seen a rise in physical backed Exchange Traded Funds over the past several years. ETF’s have collected over 1.5
million ounces of platinum and 2 million ounces of palladium within a relatively short time frame. As further confirmation of the rise
in PGM as an investment vehicle is the formation of the World Platinum Investment Council (WPIC). This is a consortium of the six
largest platinum producers worldwide with the explicit focus on assisting, “high net worth and retail investors gain a better
understanding of the platinum investment opportunity through the provision of independent data, information and insight.” As investor
awareness continues to increase within this area, one would expect the investment portion of gross demand to increase.
Gross demand for palladium is equally tied to auto sales and the manufacture of catalytic converters. There is approximately 9.6
million ounces of gross demand for palladium annually of which the auto catalyst market absorbs 72% of those ounces.
The other areas of palladium usage and their percent of gross annual demand is estimated as follows:

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Rhodium is a very rare metal and total gross global demand for the metal is just over 1 million ounces annually. Consumption within
the auto catalyst manufacturing segment makes up 79% of global gross demand annually.
The other areas of rhodium usage and their percent of gross annual demand is estimated as follows:
PGM Supply
When analyzing the supply side of PGM, it offers an additionally compelling story for the trading of these precious metals. The
primary supply for these metals are concentrated to specific regions in the world, many of them with an unstable political or economic
profile.
Worldwide there was 5.7 million ounces of platinum that were supplied from the primary market. South African mining operations
were responsible for a significant portion of that supply providing approximately 4.1 million ounces of platinum or 72% of the
primary global supply. The second greatest provider of platinum was Russia that contributed 780,000 ounces to aggregate primary
global supply or 14%. Zimbabwe has been rapidly growing as a global supplier of the precious metal and accounted for 7% of global
production or 400,000 ounces and North America provided 5%. The remaining 2% is provided in a fragmented way across the globe.
For palladium, global supply from primary sources were 6.4 million ounces. Of these ounces produced 37% or 2.6 million ounces
came from South Africa and 42% or 2.7 million ounces came from mining and stock sales in Russia. These two countries are by far
the leaders of the palladium producing countries. North America was responsible for 930,000 ounces of palladium to market and
Zimbabwe produced 310,000 ounces or 14% and 5%, respectively. The remaining 2% is provided in a fragmented way across the
globe.
Rhodium is the rarest of the three metals and global supply from the primary market in 2013 was 721,000 ounces. South Africa was
responsible for 574,000 ounces or 80% of global supply, Russia produced 85,000 ounces (12%), Zimbabwe produced 33,000 ounces
(5%) and North America produced 24,000 ounces (3%).

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It is of the utmost importance to understand where these materials are coming from and the political and economic landscape
surrounding the producing nations. The mining companies in South Africa produce the most platinum globally and hold the largest
reserves. The major mining companies include; Anglo American Platinum (Amplats), Impala Platinum (Implats), lonmin, Aquarius,
Atlatsa, Northam, African Rainbow Minerals and Royal Bafokeng.
These mines have just been through one of the longest and expensive labor strikes in industry history that crippled production in the
first half of 2014. They face a complex labor structure in that unions have deemed an across the board labor rate regardless of mine
efficiency. With the price of platinum hitting five year lows, many of the more inefficient mines are operating at a loss and many of
these larger mines are looking to dispose of underperforming assets. With the prices so low, capital investment will be affected thus
primary supply may deteriorate.
According to industry analysis, platinum mine production peaked in 2006 and palladium mine production peaked in 2004. Aging
mines are producing less material. It is estimated that production at these mines have deteriorated at an annual rate of 6% from their
peak while operational costs have increased at a rate of 20% per annum. This is a trend that underscores one of the most important
takeaways from the supply/demand dynamic of the PGM space. Analysts expect South African precious metals producers to take
away up to 2 million ounces of PGM over the next several years. As reserves are depleted, supply comes off line and demand
continues to advance, it makes sense that the price of PGM will rise. Some targets within the industry call for platinum at $2000 per
ounce and palladium for $1000 per ounce.
Zimbabwe holds a large portion of the world’s PGM reserves but the political environment in that region makes it extremely difficult
to operate profitably. With the industry largely controlled by the government there, it is unlikely there will be excessive capital
investment in the region.
Russia is also a major producer of PGM, with its focus on palladium as a by-product of their nickel production. As production in
South African mines continues to slow, greater emphasis and importance has been placed on Russian production. Given the impact
that the labor strikes in South Africa has had on PGM production, it is estimated that Russian stockpiles have been dramatically
reduced in an attempt to make up for slack supply. We use the term estimated simply because it is unclear what Russia holds in
reserves as that information is tightly guarded by Russian officials.
Ore grades in Russia is also deteriorating and Russian PGM is a by-product of this mining activity, therefore primary production from
Russia, like South Africa is in decline. Russia has also been the source of geopolitical tension in the world with its annexation of
Crimea from Ukraine. As tensions rose from those events, palladium witnessed aggressive moves higher in price, breaking $900 per
ounce the day Malaysian Airlines flight MH17 from Amsterdam to Kuala Lumpur was accidently shot down over Ukraine.
Global supply for the PGM sector is under pressure. Deteriorating and aging mines as well as economic and geopolitical tensions have
put in place a supply scenario that favors higher prices. As a way to combat and answer this supply and demand synopsis, a secondary
market for bringing these metals to market has been gaining traction.
Profiting From Recycled PGM
According to reports from Johnson Matthey, automotive catalytic recycling has acted as a net aggregate deduction from total gross
global demand for PGM. According to the figures, platinum recycling accounted for nearly 1.3 million ounces to market to make up
for the diminishing supply from primary producers in 2013. This represents a contribution of 15% to total gross global demand, up
from 12% just five years ago. Auto recyclers contributed almost 2 million ounces of palladium to global supply in 2013 or 19%, up
from 12% just five years ago. The numbers are similar for rhodium. In 2013, recyclers contributed 281,000 ounces of rhodium
towards total global gross supply or 28%, up from 26% five years ago.
International Metals Trading is positioned with the market leaders in this secondary space and upon the time of this writing will be
managing approximately 60% of the U.S. market place from a trading and hedging perspective.
As this market continues to grow, International Metals Trading will grow with it. Currently we conservatively estimate this business
line to provide $2-4 million to the bottom line in 2016, and $4-6 million in 2017.

Convertible
Preferred
Membership
Units

II. Reinforcing Structural Steel Fabrication (Rebar)
Company has formed a subsidiary called IMT Steel, LLC (the “IMT Steel”), a wholly owned subsidiary of International Metals
Trading, LLC, to purchase steel rebar for resale to the New York metropolitan area concrete superstructure construction market.
Notwithstanding a steady decrease in the market price of steel rebar, there is still a compelling margin to be made in the purchase and
sale of rebar product. Based on our market intelligence as well as our deep relationships on both the buy-side and the sell-side, we
believe we can generate a gross margin of $360 per ton or 41% gross margins.
At IMT Steel, LLC, we expect to generate more than $84 million in revenue on a 12 month run rate within 24-30 months. This
represents the sale of 7,500 tons of steel rebar (15,000,000 lbs) each month – or 90,000 tons each year (180,000,000 lbs). When fully
ramped, IMT Steel, LLC should be servicing about 12 construction companies in any given month through a facility that IMT Steel,
LLC will lease and operate at a privately owned, non-union, bonded port in New Jersey. Since IMT Steel’s soft launch on Tuesday,
August 6th, 2015, it has secured contracts representing 60,000 tons of rebar contracts with an additional 50,000 tons likely secured in
the coming months.
Industry Overview
The Concrete Reinforcing Bar Manufacturing industry produces concrete reinforcing bars (rebar) and bar joists. Industry products are
made of steel and are installed in concrete during pouring to increase its strength and prevent cracking; therefore, they are found in
nearly all concrete structures. The industry in most parts of the U.S. has yet to recover fully from the impacts of the 2008-09 recession,
with revenue falling an estimated 0.3% per year on average in the five years to 2014. The recession caused construction levels to
plummet, significantly reducing demand for rebar. Nevertheless, we expect industry revenue to grow by 5.5% during 2014,
commensurate with accelerating commercial construction, bringing total revenue to $14.7 billion by the end of the year. That said, the
New York metropolitan area is now in almost full recovery as 2015, which is our primary geographic focus.
Industry products are produced by heating steel and shaping it into bars. Rebar is then formed by adding grooves and twists on the bar
to ensure steady placement in concrete, while joists are formed by bending the bar into an open-web zigzag pattern. Because rebar and
joists are used to strengthen concrete, industry performance depends primarily on demand from key construction markets, including
the commercial and industrial building markets.
Oversupply of steel, coupled with weak demand, has also suppressed the price of steel-based products. However, spurred by
recovering demand and better supply control, profit finally turned the corner in 2013.
Going forward, we expect this industry to recover fully from the impacts of the recession, with revenue growing at an estimated 4.9%
per year on average through to 2019, to $18.7 billion. Strengthening demand will push selling prices upward albeit slowly, with price
increases kept in check by heightened competition from other operators and importers. Price will remain the primary basis of
competition so long as industry products are largely homogenous and available in ample supply.
Rebar Fabrication

International Metals Trading, LLC 506c Offering Memorandum

International Metals Trading, LLC 506c Offering Memorandum

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