MITL Loanstock

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Information Memorandum14th December 2001

$6,048,000

METALS INVESTMENT TRUST LIMITED:10% SECURED CONVERTIBLE LOAN STOCKMaturing 15

th

February 2005

Convertible into 302,703 shares of Metals Investment Trust Limited.Offered by Metals Investment Trust Limited2

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Floor, Berkeley Square HouseBerkeley SquareLondonW1J 6BD

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CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

No securities commission or similar regulatory body has passed upon the merits of theSecured Convertible Loan Stock [‘Loan Stock’] agreement offered in this ConfidentialOffering Memorandum [‘the Offering’]. There may be restrictions on the sale of the LoanStock and it must be deemed speculative in nature [refer to ‘Benefits and Risks’]. TheOffering contemplated is not, and under no circumstances is it to be construed as, a publicoffering of the Loan Stock described herein. As such, persons who subscribe to this LoanStock pursuant to this Offering will not have the benefit of any review of the within materialsby any securities commission or similar regulatory body within the jurisdiction in which theymay be acquired. Acceptance by an investor of the Loan Stock in no way passes upon themerits or the validity of this Offering or of the investments proposed and/or made by MetalsInvestment Trust Limited or any of its affiliated companies.

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This document is a private placement memorandum

and is not a public offering or any other formof public solicitation for funds.

$6,048,000

METALS INVESTMENT TRUST LIMITED:10% SECURED CONVERTIBLE LOAN STOCKMaturing 15

th

February 2005

Convertible into 302,703 shares of Metals Investment Trust Limited.

Summary of the Confidential Offering Memorandum

Metals Investment Trust Limited [‘MITL’] is a company duly incorporated under the laws of England and Wales on the 26th day of October 1998. Meyado International Ltd [‘Meyado’]in its own name and as nominee shareholder on behalf of its clients owns a majority stakewith more than 75% of the voting rights of MITL’s shares. MITL is the sole controllingshareholder of Meretec Corporation; a company duly incorporated under the laws of the Stateof Delaware, USA on the 9

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day of May 2000 [‘Meretec’]. Meretec is the global brand namefor a process, which transforms galvanized steel scrap into premium-grade steel melting stock and ready-to-use high quality zinc dust [‘the Meretec process’]. MITL through its whollyowned subsidiary Meretec, has the potential to become one of the world’s largest producers of zinc and the global market leader in the recycling of galvanised steel.The proceeds of this Offering, by which investors or subscribers will receive Loan Stock inMITL, will be directed primarily at the completion of Meretec’s plant. It is estimated thatwith all best efforts, construction will be completed within an estimated time frame of 12weeks from the closing of this Offering. A further 14 weeks will be required as a run-upperiod in order to bring the plant fully online. Investors in this Offering are required tosubscribe a minimum in MITL’s Loan Stock of US$50,000 or multiples of US$ 25,000 [i.e.$50,000, $75,000, $100,000, etc.].This Offering represents an offer in MITL’s Loan Stock paying an annual interest rate of 10%per annum. The Loan Stock is secured on the property, plant and patents of MITL. The LoanStock may be converted to shares in MITL at a price of $ 18.50 on 15

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February 2005. It isenvisaged by MITL that the required and realized total subscriptions received from investorsto this Offering will amount to a targeted US$6,048,000.This value of the property, plant and patents as well as the price per MITL’s share has beenbased on an independent valuation of MITL’s current plant and projected profit by a majorinternational consulting firm specializing in this field.Subscriptions by investors will be received by MITL subject to rejection in whole or in partby the directors of Meyado, which strictly reserves the right to close the within Offering atany time without notice and in any event, the Offering will terminate at 11.59 pm, GMT, onthe 15th day of February, 2002 or any subsequent extension thereof.