Disclaimer
Last updated: July 6, 2023
Energy Exploration Technologies, Inc. (the “Company”, “EnergyX”, “we”, “our”, and “us”) is currently a pre-revenue company formed on December 18, 2018 under the laws of the Department of State of the Commonwealth of Puerto Rico, and is headquartered in San Juan, Puerto Rico with offices and laboratory facilities in Austin, Texas. The Company was formed as a renewable energy technology company focused on developing technologies in energy storage and the critical materials that are needed for batteries, such as lithium. We have a mission to become a worldwide leader in the global transition to sustainable energy by accelerating and enabling affordability for the broader use of lithium-based energy storage in everyday life.
The Company operates the www.energyx.com website (the “site”), and is not a broker-dealer or investment adviser. The Company has engaged DealMaker Securities LLC, a FINRA/SIPC registered broker-dealer (“Broker”) and its affiliates, to provide broker-dealer services in connection with this Offering (defined below), but not for underwriting or placement agent services.
Communication Disclaimer
This disclaimer is deemed to be incorporated by reference in its entirety into any social media communication, advertisement, marketing campaign, email or other communication or disclosure which contains the link, “www.energyx.com/disclaimer” (each, a “Communication”). Any Communication and the subject matter contained within it does not constitute an offer to sell, or solicitation to purchase, any securities.
Offering on the Investor Portal
Through the website https://invest.energyx.com/ (the “Investor Portal”) operated by the Company, Investors are able to acquire common stock in the Company. The use of the word “share” or “stock” in any Communication refers to common stock in the Company. The offering of common stock is defined herein as an “Offering” and is subject to a private placement memorandum (the “Memorandum”) or offering circular (the “Offering Circular”), as the case may be. These important documents are available via the Investor Portal, by requesting a copy by emailing hello@energyx.com or, in the case of an Offering Circular, publicly via the U.S. Securities and Exchange Commission (the “SEC”) EDGAR service, and should be read by all investors prior to acquiring any common stock.
The Company is structured as a Puerto Rico corporation. The Offering entitles a person to acquire an ownership interest in the Company and not, for the avoidance of doubt, in (i) an affiliate of the Company, (ii) the Investor Platform or (iii) any asset held by the Company or its affiliates.
The Offering is being conducted (i) pursuant to Rule 506(c) of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to Tier 2 of Regulation A of the Securities Act; (ii) only through a Memorandum or Offering Circular; and, (iii) with respect to Offerings conducted pursuant to Tier 2 of Regulation A of the Securities Act, exclusively through the Broker (a) registered with the SEC and other necessary state or other regulators (and only in such states where such Broker is registered) and (b) a member of the Financial Industry Regulatory Authority, Inc. and the Securities Investor Protection Corporation. Common stock offered under Rule 506(c) is being offered and sold only to “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act, pursuant to a Memorandum and related subscription documents. Individuals are accredited investors only if they meet certain minimum net worth or sustained annual income thresholds. Entities are accredited investors only if they hold assets of at least $5 million or are completely owned by accredited investors. Other common stock is being offered and sold to “qualified investors” under Tier 2 of Regulation A of the Securities Act, pursuant to an Offering Circular qualified by the SEC. Even so, each investor must rely on its own examination of the applicable Company, the interests, the underlying asset(s) and the terms of the Offering, including the risks and merits involved, before making any investment.
From time to time, the Company may conduct “testing the waters” campaigns to gauge market demand from potential investors for an Offering under Tier 2 of Regulation A of the Securities Act. No money or other consideration will be solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the Offering Circular by the SEC and approval of any other required government or regulatory agency. An indication of interest made by a prospective investor is non-binding and involves no obligation or commitment of any kind. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Circular that has been qualified by the SEC, which we urge prospective investors to read carefully. A copy of the most recent version of the Offering Circular may be obtained by (i) contacting the Company at 1624 Headway Circle #100, Austin, TX 78754 or emailing hello@energyx.com; (ii) via the Investor Platform; and/or (ii) online using the SEC EDGAR Service, at this link.
No Offering is being made in any jurisdiction where such an offer or solicitation is not lawful or is prohibited or, if applicable, where the Broker through which any such Offering is being conducted is not registered. Each Offering is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws. The Company is subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended, that are applicable to Tier 2 companies of which securities are qualified pursuant to Regulation A and, accordingly, must file annual reports, semiannual reports and other information with the SEC.
The Company is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the common stock does not have the benefit of the protections of the Investment Company Act. Furthermore, the Company is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and the shareholders, directors and officers of the Company will not have the benefit of the protections of the Investment Advisers Act. Neither the SEC nor any state securities commission has approved or disapproved the common stock, nor have any of the foregoing passed upon or endorsed the merits of an Offering or the accuracy or adequacy of any Memorandum, Offering Circular or Communication. Any representation to the contrary is a criminal offense.
There is no trading market for the common stock at this time and there can be no assurance that such a market will develop in the foreseeable future. The common stock may not be resold or otherwise disposed of by an investor unless there are available exemptions from registration under applicable federal and state securities laws (and other requirements are met, which may include an opinion of counsel), or such transfer is made in compliance with the registration requirements of such laws. Accordingly, investors must bear the risk of loss for an indefinite period of time.
An investment in common stock may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the common stock. See “Risk Factors” below and in the applicable Memorandum or Offering Circular.
No offeree will be accepted as a subscriber who does not make the representations set forth in the subscription agreement accompanying any Memorandum or Offering Circular, including, when applicable, the representation that such offeree is an accredited investor and is acquiring the common stock for investment and not with a view to resale or distribution thereof in violation of applicable securities laws, and, when applicable, that the investment amount does not exceed 10% of the offeree’s net worth or annual income. Investors will also be required to represent that they are familiar with and understand the terms of each relevant Offering, among other things. Investors may also be required to provide additional information to verify their identity or investor status. The common stock will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended.
Notice to Foreign Investors
Communications are directed solely to persons located within the United States. If the recipient of a Communication lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of common stock, including obtaining required governmental or other consents or observing any other required legal or other formalities.
Risk Factors
Each Offering is highly speculative in nature, involves a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. The risks are described in detail in the applicable Memorandum or Offering Circular. All prospective investors should carefully review the Risk Factors section of the applicable Memorandum or Offering Circular before purchasing common stock in the Company.
Third-Party Information & Past Performance
Certain information, including statistical data, third-party quotes and other factual statements, contained in Communications has been obtained from published sources prepared by other parties considered to be generally reliable. However, none of the Company or any affiliates, or any of their respective directors, officers, shareholders, members, employees, contractors and/or agents assume any responsibility for the accuracy of such information. There is no representation or warranty, express or implied, as to the accuracy, adequateness and/or completeness of any such information used in any Communication. Past performance is not necessarily indicative of future results.
Forward-Looking Statements
The information contained in Communications, including a Memorandum or Offering Circular, may include some statements that are not historical and are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act. Such forward-looking statements may include, but are not limited to, statements regarding: development plans of the Company (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations); strategies and business outlook; market sector; and other areas. These forward-looking statements typically express the Company’s expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the generality of the foregoing, any statements that refer to projections, forecasts and/or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Any forward-looking statements contained in a Communication will be based on current expectations and beliefs concerning future developments, which are difficult to predict. The Company cannot guarantee future performance, or that future developments affecting the Company will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and/or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those risks set forth in “Risk Factors” section of the applicable Memorandum or Offering Circular.
All forward-looking statements attributable to the Companies are expressly qualified in their entirety by these risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The recipient of a Communication should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Obtain Your Own Advice
Prospective investors are not to construe the contents of a Communication as legal, business or tax advice. Each prospective investor should consult his, her or its own advisors as to legal, business, tax and related matters concerning the subject matter of a Communication and any applicable Offering.