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International Metals Trading, LLC

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Section 1: Synopsis of Operations

cycling sources and customers including the largest OEM manufacturers, refiners and primary mines in the commodity business. The trading between wholesalers and our end customers requires strategic risk mitigation and our industry experts manage the various commodity risks by hedging margins through disciplined capital preservation mechanisms. When we hedge materials that we buy and sell, the hedging is done through proper forward selling agreements using the futures market (Chicago Mer-cantile Exchange), thus greatly reducing commodity risk.

With respect to IMT’s trading operation, using proper forward selling techniques helps ensure that the Company’s balance sheet and profit margins are protected from significant commodity price swings. There are other safeguards in place to further protect investor capital such as content and transport insurance, bonding and liens, liability insurance, and works compensation insur-ance. The IMT’s primary concern and objective is to protect our capital through disciplined capital preservation mechanisms. IMT 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.

A critical element of our strategic plan is to continue to optimize our business portfolio and build upon all of our prior experienc-es. We strive for a lean-based operation focused on reducing waste, standardizing processes, creating synergies amongst our portfolio and human resources, and reducing variability—all in an effort to optimize efficiencies while lowering costs, ensuring margins and improving quality. IMT’s drive for continuous improvement is seen accross our operations and touchs all parts of our business, further empowering our people to make an impact every day.

At IMT, we embrace Seven Pillars of Sustainability approach, which are Safety and Health, Compliance and Ethics, Community, Employees, Environment, Sustainable Infrastructure, and Quality. By looking after our employees we believe they will look out for the company, by protecting the environment we are recognized for our commitment to excellence, and by engaging with our communities we help accomplish goals that allign us all.

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2014IMT entered the fragmented catalytic converter recycling market with Platinum, Palla-dium and Rhodium (“PGM”) as the primary commodities. This was a low margin business with approximately 2-3% per transaction. IMT had to main-tain a physical processing plant for the business line.

May 2015IMT discovers a unique trad-ing arbitrage between primary and secondary markets of PGM. This arbitrage expanded gross margins to 8-10% per transaction with the added benefit of being able to close its physical processing opera-tions and just trade the PGM material from other processing facilities.

August 2015IMT entered the rebar fabri-cation market and sought to become a major material sup-plier to the the New York City and Tri-State area construction market. IMT’s trading exper-tise allow IMT between control of commodity cost through hedging the other competitors. This business line had gross margins in excess of between 15-20%.

2016IMT’s trading operation expands into other opportu-nistic markets. Gross margins remained between 8-10%. Through 2016 this remains a core IMT revenue stream.

2016IMT rebar fabrication divi-sion booked 70,000 tons of contracts in its backlog or approximately $70 million dollars in a little over a year of operations. IMT became a major material supplier to the New York City and the Tri-State area in less than a year. Gross margins fell between 15-20%

Nov 2016IMT penetrates the New York City construction market. IMT was able to assemble a high skilled operating team which has the expertise to provide the following:1. mid to large commercial concrete construction; 2. rebar installation on mid to large commercial construction; 3. Construction Management services for mid to large developers

2017IMT construction division has secured $70 million worth of construction contract through Dec 2016 with an additional $400 million in the pipeline.

2017IMT will be modifying its trade desk operations from doing principal transaction to three distinct focuses: 1. Agen-cy transaction for other pro-cessors in the PGM space; 2. Proprietary trading for its own account when opportunistic arbitrages arise; 3. Hedging material prices for its physical operations. This will result in a lower revenue yet high margin business line.

2017IMT remains a material sup-plier in the rebar fabrication market, however, its focus will be to supply its internal construction demand from its young construction divisions.

2017 and BeyondA critical element of our strategic plan to optimize our business portfolio is also well under way. With our vertical-ly integrated Construction, Construction Materials, and trading desk, we are able lean-based by reducing waste, standardize processes,and reducing variability—all in an effort to optimize efficien-cies while lowering costs and improving quality.

2014Revenue: $7 MillionNet Income: $300K

2015Revenue: $20 MillionNet Income: $1.2 MillionContract Backlog: $20 Million

2016Revenue: $70 MillionNet Income: $3 MillionContract Backlog: $70 Million

2017 (forecast)Revenue: $165 MillionNet Income: $14 MillionContract Backlog: $200 Million

IMT’s Relentless Efforts for Increasing Margins

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Section 1: Synopsis of Operation

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importance of being a good citizen and strives to partner with the community to improve where we live, work, and play, by collaborate with owners, developers, local government, community organizations, and nonprofits to foster positive growth and sustainable development; and leverage our professional resources to improve the communities in which we live and work.

We are in business to efficiently deliver high-quality projects and materials that meet or exceed our customers’ standards. Throughour commitment to sustainability comes quality, and quality builds trust with our customers as a reliable contractor and materi-als provider. We meet our quality objectives by maintaining management systems and continually improving the management of our quality objectives. We systematically control construction and materials quality to ensure conformance with statutory, regulatory, and specific customer quality requirements.

SUSTAINABILITY

At its very core, sustainability is about people—maintaining and improving quality of life while contributing to the success of generations to follow. It represents the intersection of economic prosperity and social responsibility and how those forces align to meet social and environmental challenges. It means providing great places for people to work and finding better ways of doing things and not just accepting the status quo. Undoubtedly, significant challenges lay ahead, but by recognizing what is at stake andengaging our employees, we can be part of the solution. Most projects we build or provide construction materials for have a tangible and recognizable social benefit. Infrastructure is essential to maintaining the flow of commerce and energy supplies, the interconnection of people, and quality of life. Whether its highways, office buildings, historic restorations, mixed use build-ings, transit systems, railroads, airports, seaports or other they all drive our economy and support our prosperity. They must be maintained and upgraded to improve their safety, capacity, and efficiency and to serve the current generation while preparing the next generation for economic growth—always with an eye on sustainability. That is at the heart of what we do.

We are proud to be part of shaping our future, and this pride is reflected throughout our corporate culture. Our employees are the foundation of our impact, and through their efforts we are able to accomplish our economic and social goals. We believe that quality is inseparable from sustainability. We recently embarked on a continuous improvement journey that will help us improve and strengthen our business and, ultimately, help us build our work more efficiently. Everything we do that contributes to sustainability, no matter how small, counts in some way. IMT has an “It All Matters” mandate.

IMT further our efforts as we grow and diversify as a business through our Corporate Compliance and Ethics Program. Although ethics is engrained in IMT’s culture, our program supports our employees in a dynamic business environment that often includes conflicting interests and myriad complex laws and regulations. IMT’s dedication to ethical and responsible conduct helps us fulfill our obligations while maintaining the trust and confidence of the stakeholders we serve.IMT’s strong commitment to community involvement is embedded in our core values, which include: safety, honesty, integrity, fairness, accountability, consideration of others, the pursuit of excellence, and reliability. Each IMT employee understands the

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$61 billion in total economic output in 2015 alone, according to a New York Building Congress analysis of multiple data sources. This is a 7 percent increase from 2014, when the overall economic impact totaled $57 billion. The $39 billion spent on construc-tion spending generated $22 billion in ancillary business activity and increased consumer spending. This represents a multiplier effect of $1.56, as each dollar spent on construction yielded an additional $.56 in overall economic activity.

CONSTRUCTION MARKET“New York City is entering what could be the biggest building boom in

a generation”- Wall Street Journal, 2015

Overall construction spending in New York City reached $39 billion in 2015, is expected to increase even further to $41 billion in 2016 and $41.8 billion in 2017. More than 20 million square feet of office space spread across 23 new office buildings is expect-ed to be completed in Manhattan between 2016 & 2021, according to a New York Building Congress analysis, and we could see upwards of 13 million square feet of additional office space under construction by 2020.

Construction employment in New York City reached 138,200 jobs in 2015, a 7% increase of slightly more than 9,000 jobs from the prior year and the highest total since 2008, when the industry employed 132,625 workers.

Residential construction yielded the greatest economic impact in 2015. In addition to an estimated $14.9 billion in direct spending, residential construction yielded $6.3 billion in indirect output and $4.1 billion in induced economic benefits. The com-bined $25.3 billion represents an estimated 23 percent increase from 2014, when the total economic output was $20.5 billion.

Non-residential construction, which includes office space, institutional development, sports/entertainment venues, and hotels, led to a total 2015 economic output of $16.7 billion, including $11.6 billion from direct spending, $2.2 billion of indirect output, and $3.0 billion from induced effects. This estimated level of economic output represents a 16 percent increase from the 2014 figure of $14.4 billion.

Government construction spending, which includes investments in mass transit, roads, bridges, and other essential infrastruc-ture, stimulated $18.9 billion in 2015 output – a decline of 14 percent from the 2014 total of $22.0 billion. The 2015 impact is based on an estimated $12.6 billion in direct spending while the indirect and induced effects reached $3.1 billion and $3.2 billion, respectively.

Economic Impact

The benefits of New York City’s current building boom are reverberating throughout the local economy, generating an estimated

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To optimize the value of our portfolio over time, we pursue opportunities for productivity improvements, cost reductions and prudent growth. We are committed to running and growing our business in ways that are increasingly safer, smarter and more sustainable.

Our competitive advantages stem from the capabilities of our people and the quality of our assets. Coupled with our framework for managing risk effectively, these provide strength across the cycle, and through the challenges that the external environment presents. We have leveraged our understanding of customer needs to create new value adds to our products. We deploy in-dustry-leading capabilities in supply chain optimization and a variety of logistics solutions across the Group – and have in-house expertise of excellence for value-in-use analysis, pricing, contracting and hedging strategies. Together, these activities allow us to manage risk and capture value in all market conditions.

WHY INTERNATIONAL METALS TRADING?Transforming the NYC Skyline

IMT has already booked $80 million in rebar contracts to its backlog in 2016. IMT is currently on trajectory to book $70 million in concrete construction to its backlog in 2016. IMT currently strongly believes it can book $150 million in construction contracts by the end of first quarter 2017.

New York City construction industry reached its highest level in more than 40 years and easily surpassed the number creat-ed during the height of the previous building boom in 2008, according to a New York Building Congress analysis of statistics dating back to 1975.

Demand for IMT products and services is heavily influenced by current economic conditions within downstream demand in-dustries in the construction sector. Since 2010 the industry has gown nicely spurred by increasing commercial and industrial development.

We have leveraged our understanding of customer needs to create new value adds to our products. We deploy industry-lead-ing capabilities in supply chain optimization and a variety of logistics solutions across the Group – and have in-house expertise of excellence for value-in-use analysis, pricing, contracting and hedging strategies. Together, these activities allow us to man-age risk and capture value in all market conditions.

Prior to joining IMT Steel, our team operated the largest steel rebar facility in the Tri-State area and has more than 50 years of experience in the aggregate. Our relationships in the construction market are excellent and management has developed both domestic and international sources for materials.

IMT is in prime position to continue to take advantage of this incredible momentum and is one of the fastest growing compa-nies in the Northest United States. IMT continues to grow the top and bottom at over 200%.

IMT owns a diversified portfolio of assets: the result of investment decisions made in line with our strategy. We create value through the way we find, develop and operate these assets, how we market the materials and services, and the legacy we leave at the end of the process.

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U.S. MACRO FORECAST

The outlook for growth in the U.S. economy over the next three years looks slightly weaker than that of three months ago, accord-ing to 40 forecasters surveyed by the Federal Reserve Bank of Philadelphia. The panel expects real GDP to grow at an annual rate of 2.6 percent this quarter and 2.3 percent next quarter. On an annual-average over annual-average basis, the forecasters see real GDP growing 1.5 percent in 2016, down from the previous estimate of 1.7 percent. The forecasters predict real GDP will grow 2.3 percent in 2017, 2.2 percent in 2018, and 2.2 percent in 2019. The forecasts for 2016, 2017, and 2018 are slightly weaker than the previous estimates.

The projections for unemployment remain nearly unchanged from those of the previous survey. The forecasters predict the unem-ployment rate will be an annual average of 4.8 percent in 2016, before falling to 4.6 percent in 2017, 4.6 percent in 2018, and 4.7 percent in 2019.

On the employment front, the forecasters have revised downward their estimates for job gains in 2016 and 2017. The forecasters’ projections for the annual-average level of nonfarm payroll employment suggest job gains at a monthly rate of 204,600 in 2016, down from the previous estimate of 212,400, and 161,100 in 2017, down from the previous estimate of 178,400. (These annual-av-erage estimates are computed as the year-to-year change in the annual-average level of nonfarm payroll employment, converted to a monthly rate.)

Source: Survey of Professional Forecasters, Federal Reserve Bank of Philadelphia Release Date: August 12, 2016

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THE OPPORTUNITYAlways ForwardSince our inception, IMT has capitalized on opportunities associated with a growing, more prosperous world. Today, broad trends based on population and income growth are driving construction demand and infrastructure investment. Further, technological ad-vances and a more service based economy are driving the grow of our largest towns and cities.

We believe IMT is exceptionally well-positioned to seize these opportunities. We have penetrated one of the toughest and largest construction markets in the world--New York City. In so doing, we will fulfill our mission of increasing shareholder value and at the same time helping improve living standards for people everywhere through our commitment to quality and sustainability.

Our financial position remains solid despite significant ongoing investments in our business – principally through capital expenditures and acquisitions. This is largely a result of our excellent track record of converting earnings into strong cash flow from operations.

The foundation of our operating structure is a powerful entrepreneurial culture, which builds ownership and inspires pride in our em-ployees. We believe our culture, backed by a pay for performance compensation structure, makes us the company we are today. Our philosophy is known as “Fair Enterprise” together with our Corporate Constitution and Employee’s Charter outline the framework of how we conduct business. We believe our dedication to entrepreneurship and fairness to employees allows for us to not only attract and motivate the highest quality people, but retain our employees longer.

Given the exponential growth IMT has already booked for 2017 and beyond, we have a need to raise capital to enhance our balance sheet. The presents savy investors with the opportunity to invest in IMT at relatively low valuations compare to its current backlog. With this investment, our financial position provides us with both the liquidity and flexibility to further invest in the business and drive shareholder value.

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Section 1: Synopsis of Operations5 Out With The Old, In With The New

Much of Manhattan’s office space was built before 1970. This older commer-cial stock will continue to drive new development in order for New York to remain competitive with other global cities such as Hong Kong and London.

6 Surge In Super-tall Construction

The number of 1,000’+ build-ings in New York City may triple by 2020, with new structures spanning different uses and various price-points. Recent changes in technol-ogy and the scarcity of land have brought about fundamental changes in cost-feasibility and development. This allows builders to construct taller buildings in a more efficient manner.

7 Industry Consolidation

Developer and construction com-panies are acquiring suppliers for the purpose of project productivi-ty, cost controls, and supply change management. These cross-indus-try consolidations are a mounting trend that experts say will redefine how the New York development and construction industries operate.

TRENDS IN 2016

1 North America Growth Prospects

North America is expected to con-tribute significantly towards the base metal market growth due to rising demand for base metals in the con-struction and infrastructure sector. North American economic growth and technological advancement in technologies are expected to act as key drivers for the base metal mining market.

2 Investment in Metropolitan In-frastructure

The world’s biggest metropolitan areas are in need of massive infra-structure investment for improve-ment and replacement of water, sewer, transportation and other public service systems servicing the ever changing needs of businesses and residents in these heavily populated areas offer unique opportunities.

Vertical Building Trend

The integration of single space office, retail and entertainment facilities is a growing trend. This vertical trend is expected to expand suburban cities in years to come. The vertical, multi-use expansion of aging properties on prime land will promote significant re-investment and tax base expansion.

3 4 Building Green

There are several reasons to build green-er, more energy-efficient buildings. To begin with, long-term operating costs will be lower, which will likely more than offset higher construction costs. Next, many companies see great public relations benefit in the ability to state that their new factory or headquarters building is environmentally friendly.

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planning, corporate governance and strategic planning bring a unique skill set to the business. Mr. Parker graduated Magna Cum Laude from Long Island University with a Bachelor of Business Administration degree with a major in Banking and Financing.

Joseph Kalinowski, Trade Desk Operations

Most recently, Mr. Kalinowski was a Managing Partner of JSK Partners of New York LLC, a registered investment advisor, which not only advised investors on asset allocation and manager selection, but made investments on behalf of its clients into pri-vate direct investment opportunities. He assisted in the sale of JSK Partners of New York, LLC RIA to J. Streicher & Co., one of the oldest firms on the New York Stock Exchange. As a part of this mandate, Mr. Kalinowski spearheaded a capital infusion into International Metals Trading, LLC, a company in the business of acquiring Spent Cats and Substrate for resale to BASF. Mr. Ka-linowski’s responsibilities included (i) management of a network of brokers, (ii) management of a de-canning facility, (iii) tracking and reconciling purchases and sales, (iv) management of the forward sale contract and other hedges, (v) cash flow manage-ment, (vi) budgeting and (vii) pricing buys.

Mr. Kalinowski joined I/B/E/S (Institutional Broker’s Estimate System), a global equity research firm where he developed propri-etary forecasting models based on analyst corporate earnings sentiment resulting in the first published consensus earnings re-port. In 2000, Thomson Financial purchased I/B/E/S at which time Mr. Kalinowski was promoted to Senior Equity Strategist and was responsible for the integrity of all research and documents produced by his department. During his tenure at Thomson, he developed numerous products based on his research, including Aggregate Data Points and Monthly Comments, establishing him-self as a resource to buy- and sell-side institutions globally. Mr. Kalinowski’s expertise in earnings forecasting and macro analysis has resulted in advisory engagements for institutional investors as well as members of the Federal Reserve Board regarding the sentiment of analysts, corporate earnings analysis, and quantitative modeling.

Mr. Kalinowski has appeared on CNBC, CNN, Bloomberg, Reuters and Nightly Business Report. His work has been cited in Forbes, Business Week, Financial Times, Barron’s, The Wall Street Journal, The New York Times, Reuters, Bloomberg, USA Today, New York Post and the Dow Jones News Wire. Mr. Kalinowski has also authored articles published in Global Investor, Buyside Maga-zine and The Street.com.

Mr. Kalinowski has been active in funding and consulting with many local businesses including logistics companies, recycling and waste management companies and broker dealers. Currently Mr. Kalinowski advises companies in the precious metals recycling sector and manages all hedging strategies for the largest companies in the industry. He coordinates directly with the largest re-finers, miners and construction companies in the world.

THE MANAGEMENT TEAM

The Company is currently managed and advised by seasoned business and sector professionals dedicated to the success of the Company and efficient execution of its planned operations.

Ian Parker - Chief Exectuive Officer

In late 1998, Mr. Parker started his career as an M&A consultant working in Eastern Europe, focused primarily in Poland, Hungry, Croatia, Romania, Bulgaria, and Ukraine. During a three-year time frame Mr. Parker suc-cessfully assisted with M&A transactions in a variety of industries, including telecommunications, manufactur-ing, consumer products, and industrial materials. In late 2001, Mr. Parker co-founded Advanced Practice Man-agement Consulting, LLC, which provides outsource bill ing and IT services to medical clinics. With his partners Bret and Susan Hedges, Advanced Practice Management at its peak processed roughly $30 million of insurance claims a year.

Mr. Parker served as an Investment Banker for Harborview Capital Partners, LLC in 2003 thru 2005 where he completed several PIPE transactions in a variety of industries, including defense (Tier 3), biotech, software, and finance. In 2005 Mr. Parker took Air Industries Group, Inc. public through reverse merger and facilitated the raising of $18 million. This stock was taken public for $ .22 and as of this writing currently sits at $4.60. Following this successful raise, Mr. Parker left Harborview in late 2005 and helped establish a railcar leasing company, which was later sold. Mr. Parker has served as interim CFO for three company restructurings over the years. Mr. Parker Joined JSK Partners of New York in 2010, where he helped build out a proprietary equip-ment leasing fund for high net worth investors. In 2014, he assisted in the sale of JSK Partners of New York, LLC (a RIA) to J. Streicher & Co., the oldest DMM firms on the New York Stock Exchange.

Since the sale of JSK to J. Streicher, Mr. Parker has focused on running his family office and most recently helped develop the precious metal buy/sell program (International Metals Trading, LLC). Mr. Parker’s experience in corporate structure, financial