Ruaha Energy Series-A Preferred Share Offering
Introduction
There are three sections below. In Section I, you should download and review the two documents. In Section II, you must select the appropriate document set, download, review, and complete and sign for submission. Section III contains optional information you may download and review if you choose.
Section I – Informational Documents
To participate, all investors should review two documents from the Company about the offering: (1) an Indicative Term Sheet and (2) a Private Placement Memorandum.
(1) Indicative Term Sheet (“Term Sheet”)
The Term Sheet is a two-page document that contains information on, among other things, share pricing, call provisions, liquidation premiums, voting rights, use of proceeds, and the Company’s capitalization. Investors should review the Term Sheet and evaluate a potential investment in the Series-A Preferred Shares based the Investor’s individual investment objectives.
(2) Private Placement Memorandum (“PPM”)
The PPM is a detailed document that provides background information about: the Company, the investment, the legal and regulatory environment in Tanzania, and the various projects the Company is working on, or is planning to undertake. It is a mini “Business Plan.” The PPM also includes a comprehensive list of “Risk Factors” which Investors are encouraged to read carefully. The “Risk Factors” explain the various uncertainties which may affect business performance.
DOWNLOAD THESE TWO DOCUMENTS
*The button will open a new window, you can then save the file: by “right-clicking and saving”, or with your browser using “File>Save As…”
Section II – Required Agreements
To participate, all investors must sign and return two documents to the Company: (1) a Share Subscription Agreement and (2) a Stockholder’s Agreement.
(1) Share Subscription Agreement
The Share Subscription Agreement is basically the contract between the Company and the Investor in which the parties agree to the amount of the investment that will be made by the Investor, and accepted by the Company. There are two forms of the Share Subscription Agreement: one for Accredited Investors (the “Accredited Agreement”) and one for Non–Accredited Investors (the “Non-Accredited Agreement.”) You will classify as one or the other based on the criteria below.
(2) Stockholder’s Agreement
The Stockholder’s Agreement contains representations and warranties, and describes in detail certain Shareholder rights and responsibilities. Both “Accredited” and “Non-Accredited” Investors must sign and return the a copy of the Stockholder’s Agreement to the Company.
DOWNLOAD THESE TWO DOCUMENTS
Before you download the two required documents, you must first determine your investor status by reviewing the guidelines below.
You are an “Accredited Investor” if you are any of the following:
- an Institutional Investor (such as a bank, S&L, broker-dealer, insurance company, or investment company)
- a Corporation or Trust with assets in excess of $5 million, and not formed for purpose of making the investment
- a Director or Officer of Ruaha Energy
- an Individual with Income > $200,000 or, Joint Income > $300,000, or Net Worth or Joint Net Worth > $1 million
- any Entity in which all equity owners are Accredited Investors
If you do not meet one or more of the “Accredited Investor” criteria, you are a “Non-Accredited Investor.”
Based on your classification as either an “Accredited Investor” or a “Non-Accredited Investor” you should view and download one of the following:
| Download Required Agreements for “Accredited Investors” |
Download Required Agreements for “Non-Accredited Investors” |
|
| *By clicking on the ‘View & Save’ button you warrant that you are an “Accredited Investor” as that term is defined above. | *By clicking on the ‘View & Save’ button you warrant that you are a “Non-Accredited Investor” as that term is defined above. |
*The button will open a new window, you can then save the file: by “right-clicking and saving”, or with your browser using “File>Save As…”
Section III – Supplemental Documents
The Company’s audited financials are provided for information purposes.
Audited Financials
The Company’s fiscal year end is December 31st. The Company’s external audit firm is Baker Tilly DGP & Company and our financial statements have been audited for each year the Company has been in operation.
IF YOU WOULD LIKE TO DOWNLOAD THE AUDITED FINANCIALS
*The button will open a new window, you can then save the file: by “right-clicking and saving”, or with your browser using “File>Save As…”
General Company Information
General company information can be found on our website: www.ruahaenergy.com
Ruaha Energy Executive Team Contact Information
Mr. John Tate, jtate@ruahaenergy.com, Tel: 255.787.545.275
Mr. Pete Hemingway, phemingway@ruahaenergy.com, Tel: 1.602.319.8906
Mr. Karl Obergh, kobergh@ruahaenergy.com, Tel: 1.602.622.3160
Mr. Ken Pratt, kpratt@ruahaenergy.com, Tel: 1.623.329.2050