REV Technologies (VCC) Inc. Form F2 Offering Memorandum for Non-Qualifying Issuers

Transcription

1 Date: Jan 31, 2010 REV Technologies (VCC) Inc. Form F2 Offering Memorandum for Non-Qualifying Issuers The Issuer Name: Head office: REV Technologies (VCC) Inc., (the VCC ) West Hastings Street, Vancouver, BC V5T 3T1 Phone: (604) Fax: info@greenangelenergy.ca The Issuer REV Technologies (VCC) Inc., is not currently listed or quoted for trading on any stock exchange; is not a reporting issuer in any jurisdiction; and is not a SEDAR filer. The Offering Securities offered: 5,000,000 Common Shares at $.25 per share to raise up to $1, Maximum offering: Minimum offering: Payment terms: 5,000,000 Common Shares Minimum offering 10,000 Shares. Payment upon submission of subscription agreement. Proposed closing date: Closings will occur periodically on a "first come, first served" basis, prior to APRIL 30, 2010 as funds are received.. Income tax consequences: There are important tax consequences to these securities. Investors are entitled to receive a tax credit equal to 30% of the amount invested; and the Shares qualify for contribution to RRSP s. See Items 6 and 7. Selling agent: Resale restrictions: REV Technologies (VCC) Inc. There may be some restrictions on reselling shares or warrants, subject to rules of the BC Securities Commission. No public market exists for the shares or warrants at this time. Please see "Resale Restrictions". Purchaser's rights You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this Offering Memorandum, you have the right to sue either for damages or to cancel the agreement. Please see "Purchaser's Rights". No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this offering memorandum. Any representation to the contrary is an offence. This is a risky investment. See item 8.

2 Table of Contents ITEM 1: USE OF AVAILABLE FUNDS FUNDS USE OF AVAILABLE FUNDS REALLOCATION... 3 ITEM 2: BUSINESS OF REV TECHNOLOGIES (VCC) INC STRUCTURE OUR BUSINESS DEVELOPMENT OF BUSINESS LONG TERM OBJECTIVES SHORT TERM OBJECTIVES AND HOW WE INTEND TO ACHIEVE THEM INSUFFICIENT FUNDS MATERIAL AGREEMENTS... 8 ITEM 3: INTERESTS OF DIRECTORS, MANAGEMENT, PROMOTERS AND PRINCIPAL HOLDERS COMPENSATION AND SECURITIES HELD MANAGEMENT EXPERIENCE PENALTIES, SANCTIONS AND BANKRUPTCY LOANS ITEM 4: CAPITAL STRUCTURE SHARE CAPITAL LONG TERM DEBT PRIOR SALES ITEM 5: SECURITIES OFFERED TERMS OF SECURITIES TAX CREDIT VENTURE CAPITAL PROGRAM SUMMARY SUBSCRIPTION PROCEDURE ITEM 6: INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY SUMMARY OFFERING AND ESTABLISHMENT EXPENSES TAX CREDIT DEDUCTION OF INTEREST ON BORROWED MONEY CONSEQUENCES OF THE DISPOSITION OF SHARES MINIMUM TAX SHARES, RRSPS AND RRIFS SHARES HELD BY AN RRSP CONTRIBUTION OF SHARES TO AN RRSP TAXATION OF THE VCC BRITISH COLUMBIA LIABILITY FOR REPAYMENT OF TAX CREDITS ITEM 7: COMPENSATION PAID TO SELLERS AND FINDERS ITEM 8: RISK FACTORS INVESTMENT RISKS ISSUER RISKS... 20

3 8.3 INDUSTRY RISKS ITEM 9: REPORTING OBLIGATIONS MORE INFORMATION AUDITORS, REGISTRAR AND TRANSFER AGENT ITEM 10: RESALE RESTRICTIONS GENERAL STATEMENT RESTRICTED PERIOD ITEM 11: PURCHASERS' RIGHTS ITEM 12: FINANCIAL STATEMENTS ITEM 13: DATE AND CERTIFICATE Item 1: Use of Available Funds 1.1 Funds The net proceeds of the Offering and the funds, which will be available to us after this Offering, will be as follows: Assuming offering A. Amount to be raised by this offering $1,250,000 B. Selling commissions and fees $75,000 C. Estimated offering costs (e.g., legal, accounting, audit.) $37,500 D. Available Funds: D = A - (B+C) $1,137,500 E. Additional sources of Funding required $0 F. Working capital deficiency $0 G. Total: H = (D+E) - F $1,137,500 max. 1.2 Use of Available Funds We will use the available funds as follows: Description of intended use of available funds listed in order of priority Assuming max. offering Available Funds (1) $ 1,137,500 Working capital reserve for our general and administrative expenses including $12,500 office, shareholder reporting, management expenses, etc. (2) We will use the net proceeds of this Offering to invest in Rapid Electric Vehicles Inc. $1,125,000 Total: Equal to G in the funds table above $1,137,500

4 1.3 Reallocation The full amount of funds raised will be invested in REV. We intend to spend the available funds as stated. There will not be any reallocation of funds. Item 2: Business of REV Technologies (VCC) Inc. 2.1 Structure REV Technologies (VCC) Inc. was incorporated under the British Columbia Company Act on August 31, The head office and registered office of the VCC is Burrard St., Vancouver, BC. V6C 0A3. The VCC was registered as a venture capital corporation under the Small Business Venture Capital Act (the SBVCA ) on August 31, The SBVCA authorizes the British Columbia Ministry of Small Business Technology and Economic Development to register as funds companies that are established to make investments in Eligible Small Businesses in accordance with the provisions of the SBVCA, and to provide business and managerial advice to Eligible Small Businesses in which they make or propose to make investments. The SBVCA regulates a fund s capitalization, Eligible Investments, Permitted Investments and Investment Protection Account. The administrator under the SBVCA (the SBVCA Administrator ) does not pass on the merits of individual investments made by VCCs. 2.2 Our Business The Issuer (REV Technologies (VCC) Inc.) is a private British Columbia venture capital company that was incorporated solely for the purpose of making equity investments in Rapid Electric Vehicles Inc. The key benefit of the VCC is that it allows investors to realise gain in the VCC while garnering certain specific tax benefits. As well, the VCC provides a 3 rd party entity to facilitate the fund raising process. To date, we have been primarily focused on structuring and organizing the VCC to be able to complete investment offerings. This round of investment as well as subsequent rounds offering tax benefits are to be used, less fees, by Rapid Electric Vehicles Inc. for the evolution and development of its business undertakings. The VCC entered into an exclusive arrangement on Feb 01, 2010 with Rapid Electric Vehicles Inc. ( REV ) allowing the VCC to raise funds for REV. The VCC contacted GreenAngel energy corp. to assist with raising funds. Revenue is generated for the VCC from variance in purchase price and sale price of the shares. As described in this OM the sale price if the shares is $.25. After funds are raised The VCC is then able to invest in REV. Upon completion of the hold term the VCC then purchases the shares in REV at price of $.225, Such that one common share purchased in the VCC will represent ownership of one common share in REV. The difference between VCC share selling price and the pre-agreed upon purchase price of the REV shares provides the VCC a specific amount that will cover contract costs, legal, accounting, bookkeeping, marketing and other costs plus a very small working capital reserve. The VCC will then use contracts resources to execute the fund raising processes and practices. For the term of this offering GreenAngel Energy Corp. (GreenAngel) is contracted to provide fund raising resources as described in the Agreements section.

5 (1) Description of Rapid Electric Vehicles Inc. The VCC will be making investments solely in Rapid Electric Vehicles Inc. Rapid Electric Vehicles Inc. is an international company with headquarters in Vancouver B.C. whose core business is transforming new/existing fleet vehicles to 100% battery electric. REV Corporate Structure REV was incorporated on February 12, 2008 pursuant to the CBCA under the name EA Green Technologies Inc.. REV changed its name to Envia Solarmotion on July 23, REV changed its name to Rapid Electric Vehicles Inc. on July 13, REV has a registered office at West Hastings Street, Vancouver, British Columbia, V6B 4N5 and a head office at 4495 Gladstone Street, Vancouver, British Columbia, V5N 4Z7. Description of Securities of REV REV has a share capital comprised of an unlimited number of common shares (referred to herein as the REV Shares) of which 18,211,216 are currently issued and outstanding. The holders of the REV Shares are entitled to vote at all meetings of shareholders of REV, to receive dividends if, as and when declared by the directors and to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of REV. The REV Shares carry no pre-emptive rights, conversion or exchange rights, redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring the holders of the REV Shares to contribute additional capital and no restrictions on the issuance of additional securities by REV. Capitalization of REV The following table provides information concerning REV s consolidated capital: Designation of Security Amount Authorized Amount outstanding as of the date of this Filing Statement Amount outstanding upon completion of REV Placement Common Shares Unlimited 18,211,216 23,211,216 REV - The Business Problem and Solution Fleets are being pressured to meet carbon neutral mandates but are owned and depreciated over 8-15 years. Thus replacing them with new, more fuel-efficient vehicles will take decades to accomplish. REV provides the complete solution. The REV vehicles are 100% battery-powered vehicles driven by an advanced AC drive electromagnetic motor and single-speed transmission. REV vehicles get all of their energy from the electrical grid which drastically reduces CO2 emissions and fuel costs. REV is a leader in developing modular, cross-platform hardware/software installation systems that meet all federal motor vehicle safety standards that can be used in numerous vehicle platforms worldwide. In so doing REV can continue to innovate and advance the quality of the end user experience and open a route to market for the various OEM's involved in the transformation of the automotive marketplace. Battery-electric vehicles have about 1/10th to 1/20th the energy costs of gas-engine vehicles. Based on the typical distance a fleet vehicle is driven, the conversion cost of a REV vehicle can be amortized over 3 to 7 years. REV Product and Specifications REV s core business is transforming new and existing fleet vehicles to 100% battery electric with the REV PACK, 4 modular assemblies design for fast and easy installation. Aimed at North America s three most common passenger fleet vehicles: Ford Ranger, Escape and F-Series trucks, the REV PACK creates a vehicle that can reach 85 mph with a 100kw AC drive motor, single-speed transmission, and lithium ion batteries capable of over 100 miles per charge.

6 REV Intellectual Property Dynamic Network Authentication (DNA)* 100% REV IP. Provisional patent app to be submitted in Q Plug and play Vehicle Control System (VCS)* 100% REV IP. Provisional patent app to be submitted in Q Modular battery modules and packs * Joint REV/Magna IP. No patent details as yet. Remote control bi directional smart grid systems* 100% REV IP. Modular fast install processes* 100% REV IP. Provisional patent app to be submitted in Q REV Company Highlights 2009 revenue closed at $575, Submitting patents FEB 2010 $5.7M current sales pipeline Engaged in significant government rollout programs First vehicles scheduled for delivery in Q Tier 1 OEM supply chain relationships REV Competitive Landscape By being an integrator that is first to market and leveraging our end-user feedback loop, we are developing best in class intellectual property such as our fast-install, modular electric drive system, vehicle control systems for the fleet market and our world class partnerships with OEM's now. With our first mover advantage, REV will have the opportunity to transition from fleets to the entire passenger vehicle marketplace as the market matures, and as such is uniquely positioned to become a globally recognized brand in the electric vehicle marketplace. REV Competitive Advantages Speed to market: REV has developed its 1st gen modular drive systems that enable the Company to address the demand in the fleet marketplace well ahead of OEM automotive competition. Supplier relationship with UQM, Magna Steyr, Magna Because of its speed to market, REV is in a position to provide a channel to the early adopter market (fleets) for such suppliers and technology vendors. As such, the Company has the luxury of being able to select leading supply companies with state of the art electric drive technologies. Strategic Partnerships with: o Coulomb Technologies, The leader in EV charging stations, REV has been selected as the Value-Added Reseller for Coulomb in BC and Alberta, and is also negotiating for Ontario. o Magna E Car As above. o Magna Powertrain As above. o Hymotion/A123, Gridpoint Inc. REV is the Hymotion reseller/installer for plug-in conversion systems in Canada. REV is working with Gridpoint to integrate fleet data management systems that enable vehicle-2-grid charging demonstrations for key utility partnerships in Canada and the US. o Major Ford dealer Metro Ford is Western Canada's #1 Ford fleet dealer. Through our partnership with Metro Ford, REV has gained access to 45 key municipalities and utilities in BC and Alberta. REV Revenue Forecast (REV s core business): 2010: $4.3 million

7 2011: $44 million 2012: $131 million 2013: 200 million Positive Cash Flow/ Break even: Q REV Key Executives Jay Giraud, Founder and CEO Jay Giraud is the founder and President of REV Technologies Inc. An entrepreneur since the age of 18, Jay has spent the last three years researching and studying renewable technology and its impact on the automotive and energy industries. During this time at Carter Motorsports he achieved the highest sales every month as Salesperson, and as Sales Manager increased sales 98% during the lean winter months. As Co-Founder and Director at Athena Apparel from , he was responsible for handling all strategic partner relationships, bank and investment matters, marketing, sales and sales forecasting. He worked with lawyers, accountants and bank managers negotiating funds and with large corporate clients such as Intrawest and Snowshoe resorts, with whom he achieved first sales orders of $60,000 each while also managing an outside sales force across Canada and the U.S. Jay s other business experience includes owner/operator of promotions and marketing companies in travel and tourism, as well as contract sales and marketing with companies in Canada and the US. Adam Wilkins, VP Business Development With over 27 years experience in the electronics and software industries, Adam has worked with startup and multi national companies alike. Using a rare combination of technical and business management skills, Adam has successfully defined and launched products that have been deployed worldwide by Fortune 1000 companies. Until its acquisition in 2005, Adam was a partner and VP of Business Development for Vancouver based Yaletown Technology Group, where he managed all aspects of sales and marketing. During his time with Yaletown Technology he was instrumental in redefining their business model from pure services to a successful product company, and grew from 6 to 40 staff and an 800% increase in revenue. Since 2005 Adam has continued to consult with a number of local and international companies such as IBM, where he was involved in the launching of their compliance products. Blair Simonite, Advisory CFO Blair has 28 years of operational and financial management experience with firms ranging from Honeywell and Duke Energy to technology startups. Since 2000 Blair has been Vice President, Finance & Operations for audit analytics software firm ACL based in Vancouver Canada, where he has built the organizational capabilities needed to scale a complex and growing business that operates around the globe. In addition to providing financial guidance to REV, Blair is active as board member and advisor to early stage software and clean technology companies. He is a partner and board member of BC Social Venture Partners, a philanthropic group from the technology industry that provides funds and expertise to grow the capacity of charitable organizations dealing with social issues in Vancouver. Blair holds an MBA from Simon Fraser University, an Electrical Engineering degree from the University of British Columbia, and is a registered Canadian professional engineer. Dr. Guy Faubert, Resources Manager Guy completed a B.Eng. in Chemical Engineering at McGill University in From 1993 to 1998, Guy earned a doctorate in Electrochemistry at the University of Quebec developing non noble metal catalysts for use in polymer electrolyte fuel cells. He then was awarded a Natural Sciences and Engineering Research Council (NSERC) Industrial post doctorate scholarship ( ) and worked as a research scientist at H Power Canada on the development of a fuel cell based residential cogeneration unit. From 2001 to 2008, Guy worked as a research scientist at Ballard Power Systems and at the Automotive Fuel Cell Cooperation (AFCC) on several projects ranging from fuel cell component development to durability testing.

8 Leigh Christie, Mechanical Design Engineer Leigh Christie holds a degree in Engineering Physics from the University of British Columbia, and has more than 7 years of experience in the fields of clean energy and sustainable transportation technologies, including the development and commercialization PEM fuel-cells and electric vehicle components. He has extensive experience in creative problem solving and CAD-based design. He has worked with Ballard Power Systems, AFCC, Creo Products, Motorola Labs, and Polyfuel. Leigh holds three patents in the areas of fuel cell design and mechanical pick-up devices. While working for Ballard Power Systems and AFCC, Leigh worked on a project comparing Ballard's state of the art fuel cells to advanced battery technologies. The goal of the study was to compare the future potential of fuel cell systems to that of current plug-in hybrid systems. In almost every respect, PHEVs were predicted to eventually dominate personal transportation for the foreseable future, thus paving the way for a clear path towards massproduced pure electric vehicles. Board of Directors/Advisors: Chairman: Gary Yurkovich, DEC and Creo where he grew sales from $3M to $125M in 3 years CFO Advisor: Blair Simonite, 25 yrs finance and operations with Honeywell, Duke Energy, ACL Engineering Advisor: Dr. Mike Wrinch, Ballard and Ford, Oceanworks developed 25 exploration submarine. Director: Hadi Dowlatabadi, world renowned UBC Professor for Global Change. Director: Geoff Davenport, 25 years as senior sales executive. Director: Felix Kramer pioneered PHEV program w/ Google and US Admin. Director: Neil Huff, 8 years as Eagle Picher s CEO (div. of Ballard Corp.), 16 years auto industry expertise with Ford, Daimler clients. Director: Michael Volker Director of the Industry Liaison Office of Simon Fraser University in Burnaby, BC., President of WUTIF Investment Fund, 2009 Angel investor of the Year. 2.3 Development of Business REV Technologies Inc., with the assistance of GreenAngel, created REV Technologies (VCC) Inc. for use as its main fund-raising vehicle. REV Technologies (VCC) Inc. was incorporated under the British Columbia Company Act on August 31, The head office and registered office of the VCC is Burrard St., Vancouver, BC. V6C 0A3. The VCC was registered as a venture capital corporation ( VCC ) under the Small Business Venture Capital Act (the SBVCA ) on August 31, 2009 A previous investment transaction into the VCC on Nov 23, 2009 has been the leading event of development to date. This round of financing raised $60,000 (common shares at $.20) in The VCC. All of these funds were then invested in REV at the same price. This placement allowed specific investors to participate under specific conditions at that time. Since that transaction the development of this offering and the Agreements as per the Materials Agreements outlined in Section 2.7 have been the primary business development activities to date. The contracted fund raising company GreenAngel has been active in developing communications materials for fund raising including a flyer, a webpage, contact information and online subscription agreements. 2.4 Long Term Objectives The VCC will benefit the Rapid Electric Vehicles Inc. company by providing focussed and dedicated fundraising efforts thereby allowing management of REV to remain focussed on development, sales and operations.

9 Our objectives, in order of priority, are to: 1) Provide our Investors with superior returns. 2) Provide cost effective funding for REV Technologies Inc. via subsequent rounds of fund raising. 3) Optimize the fund raising process such that REV management can remain focussed on development, sales and operations. 4) Contribute to green economy and reduce carbon output. To achieve these objectives, the VCC must complete its funding objectives, develop knowledge and capacity in its fund raising contractors and otherwise strive to streamline fund raising activities. 2.5 Short Term Objectives and How We Intend to Achieve Them (a) (b) (c) Complete the current $1,250,000 round of fundraising. Refine marketing and fund raising abilities with partner company GreenAngel. This is how we intend to meet those objectives for the next 12 months. What we must do and how we will do it Complete the current $1,250,000 round of fund raising Refine marketing and fund raising abilities with partner company GAE Target completion date or, if not known, number of months to complete Our cost to complete April 30, 2010 $110,000 Feb 01, 2011 $12, Insufficient funds The proceeds of this Offering may not be sufficient to accomplish all of our proposed objectives for the next 12 months. Investors should be aware that there is no assurance that alternative financing will be available. 2.7 Material Agreements The following summarizes the material agreements to which we are or will be a party and any material agreement with a related party: (1) Memorandum of Understanding (MOU) to raise funds. (a) (b) (c) On Feb 01, 2010 GreenAngel signed a MOU with REV. This agreement indicates that GreenAngel will provide fund raising resources to the VCC under a contractual fee for services arrangement. GAE has the right to nominate directors and officers to the VCC. This agreement outlines that The VCC has exclusivity to raise all funds for REV.

10 (2) An investment agreement and shareholders agreement The VCC has the right to nominate at least one director to REV s board (possible more depending on its ownership interest Item 3: Interests of Directors, Management, Promoters and Principal Holders 3.1 Compensation and Securities Held The following table sets out information about each of our directors, officers and our promoter and each person who directly or indirectly beneficially owns or controls 10% or more of our Shares (a "principal holder"). Name and municipality of principal residence Michael Volker Positions held (e.g. director, officer, promoter and/or principal holder) and the date of obtaining that position President, and Director of the Manager, President and Director since August 31, Compensation paid by us in the most recently completed financial year and the compensation anticipated to be paid in the current financial year (1) Nil Number and percentage of our Shares held after completion of maximum offering (3) 175,000 Shares 58.0 % Gary Yurkovich Principal holder Dec 2009 Nil 125,000 Shares 1). Our Directors do not currently receive cash fees or retainers for serving. Our Independent Directors will each receive stock options. Please refer to "Fees and Expenses Equity Participation". All Directors are entitled to reimbursement of reasonable expenses for serving as Directors. 3) Estimated number as provided by Directors. 3.2 Management Experience Name (1) Michael Volker President and Director West Vancouver, B.C. Principal occupation and related experience Michael Volker currently serves as the Director of the Industry Liaison Office of Simon Fraser University in Burnaby, BC. Mr. Volker founded Volker-Craig Ltd in 1973, a computer terminals company that was acquired in In 1988, he moved to BC to serve as the first full-time Executive Director ( ), and continues today as its Chairman, of the BC Advanced Systems Institute, an organization dedicated to technology development and technology transfer. From he was Chairman & CEO of RDM Corporation (formerly Mindflight Corporation), a publicly listed (TSX-V: RC) company he founded in From 1996 to 2001 he was Chairman of the Vancouver Enterprise Forum and continues as an active director, managing the Vancouver Technology Angel Network. Mr. Volker has taught courses in engineering economics, design and management (in organizational behaviour) at the University of Waterloo, University of Toronto, Simon Fraser University and Kansas University. Mike is presently teaching

11 Business to Engineering Students and Intellectual Property Management to MBE students at Simon Fraser University. He also chairs regular courses on corporate governance and capital formation. Mr. Volker served a maximum term as a Governor of the University of Waterloo from He has received the Junior Achievement President-of-the-Year award and the University of Waterloo Alumni Achievement Medal. Mr. Volker has his BASc (EE-1972) and MASc (Systems Design-1973) from the University of Waterloo. He also studied (enrolled as PhD student) in the Faculty of Business, Kansas University (1974). 3.3 Penalties, Sanctions and Bankruptcy None of the Directors, officers, promoters or control persons of the VCC has, within the ten years prior to the date of this Offering Memorandum, been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable investor making an investment decision. None of the Directors, officers, promoters or control persons of the VCC, or any personal holding companies of such persons, has, within the 10 years prior to the date of this Offering Memorandum, become bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual. 3.4 Loans The VCC has no loans outstanding. Item 4: Capital Structure 4.1 Share Capital The authorized capital of The VCC consists of unlimited Common Shares without par value. As of Feb 01, 2010, the Company has 300,000 Shares issued and outstanding. Our Shares are not subject to any future call or assessment. The following table shows our currently issued securities. Description of security Number authorized to be issued Number outstanding as at Feb 1, 2010 Number outstanding assuming completion of maximum offering Common Shares Unlimited 300,000 5,300,000 (1) Stock options n/a n/a n/a (2) (1) This assumes that the Offering is fully subscribed 4.2 Long Term Debt

12 The VCC has no long-term debt. 4.3 Prior Sales The following table sets out the particulars of our share and loan capital, after giving effect to the completion of the planned offering. Designation of Security Amount Authorized or to be Authorized Amount Outstanding as of December 30, 2009 Amount Outstanding Assuming Completion of the Initial Offering Common Shares Unlimited 300,000 5,300,000 During the last 12 months we have issued the following securities: Date of issuance Type of security issued Number of securities issued Price per security Total funds received August 31, 2009 Common Shares 300,000 $.20 $60,000 Item 5: Securities Offered 5.1 Terms of Securities- Total Offering Number of Shares Price per Share $1,250,000 5,000,000 $.25 The Shares being offered are Common Shares. One common share in the VCC represents ownership of one common share in REV. (1) Eligibility to Invest To invest in our Shares and receive the VCC tax credits, you must be an individual resident in British Columbia or a corporation that maintains a permanent establishment in British Columbia. Our Shares may be purchased by "qualified investments" for Registered Retirement Savings Plans and Registered Retirement Income Funds Tax Credit We will apply for Tax Credit certificates on behalf of our Investors. A refundable Tax Credit is available to eligible Investors that are individuals for 30% of the amount of cash paid for our common shares. A Tax Credit is available to eligible Investors that are corporations for 30% of the amount of cash paid for our common shares, creditable against provincial taxes otherwise payable. See Tax Commentary in Section 6.0 Income Tax Considerations for additional detail.

13 (2) Voting Rights All of the classes of Shares that we issue will have voting rights. Holders of Shares will be entitled to receive notice of and attend all meetings of shareholders of the VCC and will be entitled to vote at any such meeting. Each Share entitles the holder thereof to one vote per share. In addition, should we wish to alter the rights and restrictions attaching to one of our classes of Shares, the holders of that class of Shares will have the right to vote on that transaction as a class separate from a vote, if any, undertaken by the shareholders at large Venture Capital Program Summary The venture capital programs operating under the Small Business Venture Capital Act ( SBVC Act ) encourage early stage or seed equity capital investment in small businesses by offering resident investors refundable tax credits. The Equity Capital Program encourages investment in small businesses throughout the province while the Community Venture Capital Program encourages investment in small businesses operating outside of the Greater Vancouver and Capital Regional Districts. The Province of British Columbia provides investors with a tax credit incentive equal to 30% of their investment in a special holding company called a Venture Capital Corporation ("a VCC"), which in turn invests in one or more businesses that meet the eligibility criteria of the SBVC Act. Investors who require further information on the provisions of the SBVC Act and Regulations are advised to either consult their own professional advisors or contact the Investment Capital Branch. Persons wishing to subscribe for Shares should refer to "Subscription Procedure" for details as to completion of the subscription documents and payment of the subscription price. No interest will be paid to a subscriber for monies received pursuant to this Offering prior to acceptance of his subscription. Final closing will occur on the earlier of receipt of the maximum offering hereunder, or the date the Issuer otherwise elects to terminate this Offering. Upon each closing, the net subscription proceeds, together with interest will be released to the Issuer and the certificates in respect of the Shares will be issued to the Subscribers. The Issuer reserves the right to reject any subscription and close the subscription books and designate the final closing at any time without notice. If a subscription is rejected, monies received will be returned forthwith to the Subscriber without interest or deduction. This Offering may be terminated at the discretion of the Issuer upon the occurrence of certain events including any material adverse change in the business, personnel or financial condition of the VCC. (a) PROVINCIAL GOVERNMENT DISCLAIMERS In registering a VCC under the SBVC Act, the Province of British Columbia makes no representations with respect to any tax considerations discussed in this document other than with respect to those dealing with the British Columbia tax credit available in respect of the purchase of the shares. The Province of British Columbia in no way guarantees the value of any shares issued by a VCC registered under the SBVC Act nor does it in any way express an opinion as to the financial condition of the issuing company, the merits of an investment in shares of the issuing company, or the merits of the issuing company's investments in eligible small businesses. The Investment Capital Branch has not reviewed this document and any matters that concern investors should be reviewed with their own personal advisors.

14 5.2 Subscription Procedure The following procedure has been established for the purchase of the VCC Shares: Step 1. Subscription Forms The following documents must be completed and executed accordingly: Subscription Agreement VCC Share Purchase Report (These instructions and documents are also available on the web site at as well as ReCombo) Step 2. Method for Payment Payment for Shares may be made by way of cheque or bank draft made payable to REV Technologies (VCC) Inc. Credit card transactions may be processed via An investor s first purchase of Shares must be a minimum of $2,500 (10,000) and any additional incremental Share purchases must be in multiples of $250 (1000 shares). Step 3. Submitting Subscriptions All subscription forms and a cheque or bank draft in the amount of the subscription price must be forwarded to the VCC at the address below, or to an authorized agent for delivery to VCC: REV Technologies (VCC) Inc West Hastings Street Tel: (604) Vancouver, BC V5T 3T1 info@greenangelenergy.ca Attention: Mr. Mike Volker The investor s subscription funds will be held in trust until midnight on the second business day after the day on which we received your signed Subscription Agreement. The VCC reserves the right to accept or reject subscriptions in whole or in part at our discretion and to close the subscription books at any time without notice. Any subscription funds for subscriptions that are not accepted will be returned promptly after we have determined not to accept the funds. The VCC received an equity allocation from the SBVCA Administrator authorizing up to $5,000,000 of equity capital during the 2003 taxation year to be raised. The $5,000,000 authorization expires on February 29, The VCC expects to close the offering prior to February 28, 2010 or on an earlier or later date as we may determine. The VCC intends to apply for additional equity capital allocation for any given year. The allocations of equity capital are subject to certain limitations imposed by the SBVCA Administrator. There can be no assurance we will be able to actually raise this capital nor is there any assurance that we will be authorized to raise additional equity capital after that time. Within 30 days of a closing, we will deliver to you certificates representing fully paid and non-assessable Shares, provided the subscription price has been paid in full.

15 (1) Administration Fees Payable by Investors New account set up fee Lost certificate fee NSF fee Re-registration or share certificate split fee There are no set-up fees for purchasing any Shares or shares. $150 per lost certificate $25 per NSF cheque/debit $100 per share re-registration or share split after the initial registration Item 6: Income Tax Consequences and RRSP Eligibility You should consult your own professional advisers to obtain advice on the income tax consequences that apply to you. 6.1 Summary The management of the Issuer has prepared the following general summary of the principal income tax consequences to Subscribers acquiring Shares of the Issuer, based upon the facts and assumptions set forth herein. This commentary is of a general nature only and DOES NOT CONSTITUTE A LEGAL OPINION OR TAX ADVICE to any particular person. Prospective purchasers are urged to consult with their professional advisors as to both the federal and provincial income tax consequences of his purchase of Shares. This summary is based on management's understanding of the Income Tax Act (Canada) and the Regulations thereunder (the "Federal Tax Act") as they currently exist, certain proposed amendments released by the Federal Minister of Finance, the prevailing published administrative practices of Canada Customs and Revenue Agency ( CCRA ), and those provisions of the British Columbia Income Tax Act (the "B.C. Tax Act"), dealing with the tax credit ("Tax Credit") available in respect of the purchase of shares of a corporation registered under the SBVC Act. This summary does not take into account or anticipate changes in the law, whether by judicial, regulatory, governmental or legislative action other than the proposed amendments noted above. No application has been made for an advance income tax ruling on any aspect of the transaction proposed nor is it intended that such application be made. No assurance can be given that the Federal Tax Act will be amended in the manner proposed, nor can any assurance be given that the Federal Tax Act or the B.C. Tax Act will not otherwise be amended in a manner which will not fundamentally alter the income tax consequences to a Subscriber of owning or disposing of a Share. This summary has been prepared on certain assumptions and applies only to Subscribers who are individuals or corporations resident in British Columbia who deal at arm's length with the Issuer and the VCC, and who hold their Shares as capital property to earn income therefrom. It is not, and it not intended to be, income tax advice to any particular Subscriber. Accordingly, Subscribers are urged to consult with their own income tax advisors for advice with respect to their particular circumstances. This summary applies only to Subscribers who are individuals resident in British Columbia (not including estates or trusts) at the date the individual subscribes for Shares of the Issuers, or corporations which maintain a permanent establishment in British Columbia who are not exempt from B.C. income tax; who deal at arm's length with the Issuer; who acquired the Shares from treasury for cash; and who hold their Shares as capital property for the purpose of earning income therefrom. In addition, it has been assumed for the purposes of this commentary that at all relevant times, all expenditures of the Issuer and the VCC are reasonable in the circumstances, that the Issuer qualifies as a "venture capital corporation" under the SBVC Act, that the VCC qualifies as an "eligible small business" ("ESB") under the SBVC Act, that the investments in the VCC by the Issuer qualify as eligible investments and is in compliance with the relevant provisions of the SBVC Act, and the Issuer is a "taxable Canadian corporation" within the meaning of the Federal Tax Act.

16 6.2 Offering and Establishment Expenses Expenses incurred in the course of issuing or selling the Shares pursuant to this Offering, including agents' fees, generally will be deductible in computing the income of the Issuer for purposes of the Federal Tax Act. Such issue expenses will be deductible at a maximum annual rate equal to 20% of such expenses with prorating for short fiscal periods. Costs incurred in establishing the Issuer are generally considered to be eligible capital expenditures. Three quarters of such expenditures are deductible in computing income at the rate of 7% per annum on a declining basis. 6.3 Tax Credit An individual (other than an estate or trust) or a corporation that is a Tax Credit Recipient will generally be eligible for a Tax Credit equal to 30% of the amount of the price of Shares subscribed for pursuant to this Offering Memorandum. An individual resident in British Columbia who is the Annuitant under an RRSP or RRIF will be entitled to the Tax Credit in respect of Shares that are initially acquired by the RRSP or RRIF. See Income Tax Considerations Shares and RRSPs, RRIFs and Other Plans. The BC Tax Act provides that an Individual Tax Credit Recipient shall deduct from tax otherwise payable under the BC Tax Act, in respect of the taxation year in which the Shares are subscribed for or the taxation year ending prior to the date the Shares were subscribed for if the purchase occurred in the 60 days immediately fol lowing the taxation year and the Individual Tax Credit Recipient makes the appropriate election, the lesser of his or her Tax Credit or $60,000. To the extent that the Tax Credit of an Individual Tax Credit Recipient exceeds the amount of tax otherwise payable under the BC Tax Act, the Individual Tax Credit Recipient will be entitled to a refund of the difference between his or her Tax Credit or $60,000, as applicable, and the tax otherwise payable under the BC Tax Act by the Individual Tax Credit Recipient. In administering the refund process, the refund may first apply to offset other amounts payable, including arrears under both the Federal Tax Act and the BC Tax Act. If an Individual Tax Credit Recipient has a Tax Credit in excess of $60,000, the BC Tax Act provides that the excess may be carried forward and utilized, subject to an annual limitation of $60,000, in any of the four subsequent taxation years. The BC Tax Act provides that a Corporate Tax Credit Recipient shall deduct from tax otherwise payable under the BC Tax Act, in respect of the taxation year in which the Shares are subscribed for, an amount equal to the lesser of the Tax Credit and the amount of tax that would otherwise be payable under the BC Tax Act but for the Tax Credit. A Corporate Tax Credit Recipient is not limited to a maximum deduction of $60,000. A Corporate Tax Credit Recipient will not receive a refund if its Tax Credit exceeds the amount of its tax otherwise payable under the BC Tax Act for the taxation year. A Tax Credit not utilized by a Corporate Tax Credit Recipient may be carried forward for up to four subsequent taxation years and shall be utilized to the extent that there is tax otherwise payable under the BC Tax Act in any such taxation year. To claim a Tax Credit, the Tax Credit Recipient must file a copy of the Tax Credit Certificate provided by the SBVCA Administrator with his or her or its annual return for the taxation year in respect of which the Tax Credit is being claimed. We will apply on behalf of the Tax Credit Recipient for a Tax Credit Certificate entitling the Tax Credit Recipient to a Tax Credit. It is understood that the SBVCA Administrator will issue a Tax Credit Certificate to the Tax Credit Recipient where the SBVCA Administrator is satisfied of the following: We have not contravened a provision of the SBVCA; We, our directors, officers and shareholders are conducting our business and affairs in a manner that is not contrary to the spirit and intent of the SBVCA whether or not there has been a contravention of the SBVCA; We have established and maintained the IPA; No Tax Credit or grant under the SBVCA has been previously allowed or paid for those Shares; The equity capital, in respect of which the Tax Credit applied for under the SBVCA, consists of equity capital of the VCC that has been approved in accordance with the SBVCA;

17 The Share, in respect of which the Tax Credit applied for, is not a type of security that entitles the holder to claim a tax credit against tax payable under the Federal Tax Act; The Investor has acquired the Share directly from us or from our agent acting in that behalf; The Investor, if an individual, was resident in British Columbia at the date the Investor subscribed for the Shares. We are not aware of any act or omission that would cause the SBVCA Administrator to withhold the issuance of Tax Credit Certificates on the basis of any of the foregoing. The SBVCA Administrator will be entitled to revoke a Tax Credit Certificate if, at the time the Tax Credit Certificate is issued, we are in a contravention of the SBVCA or if, at a subsequent time, we contravene the SBVCA. Where a Tax Credit Certificate is revoked, it would be deemed never to have been issued. As a result, Tax Credits would not be available. We intend to be in compliance with the SBVCA at all times. 6.4 Deduction of Interest on Borrowed Money A reasonable amount of interest that is paid or payable pursuant to a legal obligation to pay interest on borrowed money used to acquire Shares should be deductible by an Investor or a corporate Investor for income tax purposes provided the Shares are owned by the individual or corporate Investor for the purpose of earning income. However, no amount of interest is deductible for income tax purposes in respect of any period after which the borrowed money or other property) is used for the purpose of making a contribution to, or paying a premium under, an RRSP or other deferred income plan. If an individual or corporate Investor disposes of Shares, interest on the borrowed money may cease to be deductible. Investors should consult their own professional tax advisors to determine when interest paid on money borrowed to acquire Shares will be deductible in their particular circumstances. 6.5 Consequences of the Disposition of Shares An Investor who disposes of or is deemed to dispose of a Share will realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition in respect of such Share exceed (or are less than) the aggregate of the Investor s adjusted cost base of such Share and all reasonable costs of disposition. If the Investor is an RRSP or RRIF, no income tax will be payable on any capital gain realized on a disposition of a Share. Any capital loss that would otherwise arise on the disposition of Shares will be reduced by the amount of Tax Credits received in respect of the Shares by the holder or by a person with whom the holder does not deal at arm s length, to the extent that the amount of such Tax Credits have not previously reduced a capital loss in respect of the Shares. Capital losses sustained on the transfer or contribution of Shares to an RRSP or RRIF are not allowable capital losses and cannot be used to offset capital gains. If a capital loss is realized by an RRSP or RRIF, the amount of the capital loss may not be deducted by the Annuitant in computing his or her income for tax purposes. One-half of any capital gain is a taxable capital gain that must be included in computing income for income tax purposes. One-half of any capital loss is an allowable capital loss that may be deducted in computing income, but only against taxable capital gains. Allowable capital losses not deductible in the current year may be deducted against taxable capital gains in computing income for the three preceding or any future taxation years. 6.6 Minimum Tax The Federal Tax Act provides for an alternative minimum tax to be payable by an individual Investor if their minimum tax calculated as required exceeds their tax otherwise payable. The federal minimum tax rate of 16% is applied on the amount by which an individual s adjusted taxable income exceeds the individual s basic exemption of $40,000.

18 The Tax Credits do not affect the calculation of adjusted taxable income. The Tax Credit will reduce BC income taxes otherwise payable even where minimum tax is payable under the Federal Tax Act. 6.7 Shares, RRSPs and RRIFs This discussion applies to an RRSP for which Shares are a qualified investment. Shares may be held in an RRSP under which the Individual Tax Credit Recipient is the Annuitant or a Spousal RRSP under which the Spouse of such individual is the Annuitant. The individual may acquire the Shares from us and then transfer or contribute them to the RRSP or may cause the RRSP to acquire the Shares directly from us. Where Shares are acquired directly by an RRSP, the individual who is the Annuitant under the RRSP may be eligible for the Tax Credit, in respect of those Shares. The following discussion deals with the different options available for holding Shares in an RRSP or RRIF. The income tax consequences to an individual Investor of holding his or her Shares through an RRSP and of either transferring Shares to such RRSP or causing the RRSP to acquire the Shares directly will depend on the individual Investor's particular circumstances. Individual Investors are encouraged to consult their own professional tax advisors as to the particular income tax consequences of acquiring or holding Shares in an RRSP or RRIF. Not all securities are eligible for investment in a registered retirement savings plan (RRSP). You should consult your own professional advisers to obtain advice on the RRSP eligibility of these securities. 6.8 Shares held by an RRSP An individual investor, that is the Annuitant of the RRSP or whose Spouse is the Annuitant of a Spousal RRSP, can cause the RRSP to acquire the Shares by making a contribution to the RRSP. The Annuitant is entitled to the Tax Credit where the Shares are acquired by the RRSP. 6.9 Contribution of Shares to an RRSP Following the acquisition of Shares by an individual Investor, subject to having sufficient RRSP deduction limit, the individual Investor may transfer the Shares to an RRSP or Spousal RRSP, of which the individual or the individual s spouse is the Annuitant. The transfer will qualify as a contribution equal to fair market value of the Shares. Contributions to RRSPs are deductible in accordance with the detailed provisions of the Federal Tax Act. This deduction is in addition to the Tax Credit. Generally, for any year, an individual Investor may deduct against taxable income an amount equal to the lesser of the fair market value of the Shares transferred and such individual Investor s remaining RRSP deduction limit after deducting other RRSP contributions made for the year. An Investor s RRSP deduction limit for a year is generally defined in the Federal Tax Act to be the aggregate of the following amounts: 1) The individual Investor s unused RRSP deduction limit from the preceding year (essentially the RRSP deduction limit for that year less the RRSP contribution deducted); 2) The lesser of 18% of the individual Investor s earned income for the preceding year and the RRSP dollar limit ($14,500 for 2003); and 3) Certain pension plan adjustments. An individual Investor s unused RRSP deduction limit for 1991 and subsequent years can be carried forward to increase the amount of the individual Investor s RRSP deduction limit subject to the adjustment discussed above for a subsequent year. The RRSP dollar limit is proposed to increase to $15,500 for 2004, $16,500 for 2005, and $18,000 for 2006 and indexed thereafter to the growth in the average wage in Canada.