DM-XTech Mining & Minerals Processing
A Division of DM-XTechnologies Inc.
Gold & PGM Tailings Reprocessing Expansion
Self-Financed Growth Strategy with Comprehensive Implementation Framework
Introduction
DM-XTech is pioneering sustainable resource recovery by transforming significant environmental liabilities—massive stockpiles of toxic, low-grade mining waste—into profitable assets. This transformation will be driven by the strategic execution of our planned expansion of our current Gold & PGM Flotation (GPL) Plant using advanced HydroFloat technology, which utilizes coarse particle flotation method to achieve superior recovery yields of residual valuable minerals like gold and PGM through comprehensive tailings valorization.
Strategically situated in mineral-rich Mindanao, Philippines, DM-XTech establishes a global blueprint for converting legacy mining waste into future revenue streams. This integrated approach represents a critical industry innovation, shifting the paradigm to sustainable, profitable resource management while dramatically reducing long-term environmental risk.
Executive Summary
DM-XTech Mining & Minerals Processing (DMMP), a Division of DM-XTechnologies Inc. (DM-XTech), will expand its recently acquired 350 metric ton per day Gold & PGM Flotation (GPL) Plant in Mindanao, Philippines, to reprocess gold and PGM tailings while addressing critical environmental challenges facing local communities. By deploying advanced HydroFloat technology, renewable energy systems, and a comprehensive tailings valorization program, DMMP will create a profitable, carbon-neutral operation that remediates environmental damage from artisanal mining activities and achieves tailings-free operations.
$12.5M
Total Project Investment
Over 6-7 years
$58.1M
10-Year NPV @ 12%
Strong returns
48%
IRR
Internal Rate of Return
2.5
Payback Period
Years from initial investment
$146M+
Post-Expansion Cash Flow
Annual revenue potential
Funding Strategy
Investment Highlights
1
Proven high-grade resource
480,000 MT @ 5 g/t Au stockpile
Secured feedstock
2
Existing operational infrastructure
7-year operational history
Reduced execution risk
3
Zero equity dilution
Self-financed expansion model
Full ownership retention
4
Manageable debt
All external debt repaid within 30 months
Low financial risk
5
Scalable platform
15+ years of secured tailings inventory
Long-term sustainability
6
Strong ESG impact
Environmental remediation with profitable operations
Impact investing
7
Tailings-free mining
Complete waste valorization through circular economy
Industry environmental leadership

1. Business Opportunity

1.1 Market Context

Regional Mining Landscape Rising Gold Prices Impact Rising gold prices have accelerated Artisanal Small-Scale Mining (ASSM) activity in Mindanao Environmental Hazards ASSM operations produce massive tailings volumes that overflow onto farmland, creating environmental hazards Untapped Resources Existing tailings represent untapped resources: 850,000 metric tons at 2 g/t Au, plus acquired stockpile of 30,000 sqm at 5 g/t Au and 10-meter depth Regulatory Pressure Regulatory pressure increasing on ASSM operators to manage tailings responsibly Market Gap Limited tailings reprocessing capacity in the region creates opportunity

1.2 Core Strategy

DMMP will acquire undervalued tailings assets from ASSM operators, process them using efficient flotation technology, and extract residual gold and PGM content while eliminating environmental liabilities through complete tailings valorization. The expansion will be self-financed through revenues generated from the existing high-grade tailings stockpile, eliminating the need for external equity and minimizing financial risk.

1.3 Initial Asset Analysis

Existing Tailings Stockpile Parameter Specification Notes Surface area 30,000 square meters Substantial footprint Average depth 10 meters Significant volume Total volume 300,000 cubic meters Large resource base Bulk density 1.6 tonnes/cubic meter Standard density Total tonnage 480,000 metric tons Major resource Proven average assay 5 g/t Au High-grade material Total contained gold 2,400 kg (77,160 oz) Substantial gold content PGM content (Pt+Pd) 0.5 g/t average Additional value stream Revenue Potential from Stockpile Gold recovery rate: 70% Recoverable gold: 1,680 kg (54,012 oz) Gold price (conservative): $130,000/kg Gross gold revenue potential: $218,400,000 Important Disclosure on PGM Revenue The existing tailings stockpile and subsequent tailings acquisitions also contain platinum group metals (PGM) including platinum and palladium. While PGM content averages 0.3-0.5 g/t with recovery rates of 60-65%, PGM revenues have been excluded from all financial projections to provide conservative estimates. Actual revenues may be 5-8% higher than projected due to PGM sales. PGM production will be reported separately as additional upside to investors.

1.4 Additional Tailings Inventory

Regional tailings 850,000+ MT @ 2 g/t Au Secured resources Processing time @ 750 TPD: 3.1 years Post-expansion capacity Total resource base: 10+ years At full capacity Identified ASSM tailings 1,200,000 MT additional Acquisition pipeline Multiple sources - reduced dependency Risk mitigation Diversified supply base Long-term sustainability


2. Operations Plan

2.1 Phase 1: Existing Plant Operations (Years 1-2.5)

Current Processing Infrastructure Recently acquired 350 MT/day Gold & PGM Flotation Plant Operational history: 7 years prior to acquisition Conventional froth flotation technology Requires rehabilitation and optimization for optimal performance Parameter Specification Notes Operational throughput 250 metric tons/day Conservative capacity Operating days 330 days/year Accounting for maintenance Annual processing 82,500 MT/year Consistent production Feed grade 5 g/t Au High-grade stockpile Recovery rate 70% Proven technology Enrichment factor 15 Concentration efficiency Annual gold production 288.75 kg/year (9,282 oz/year) Substantial output Concentrate production 5,500 MT/year For smelting Secondary tailings 77,000 MT/year For valorization

2.2 Phase 2: Expansion with HydroFloat Technology (Years 3-7)

HydroFloat Technology Overview HydroFloat technology represents a significant advancement in flotation methods, particularly for processing coarse and low-grade mineral ores. This innovative technique utilizes a fluidized-bed mechanism that enhances the separation of larger particles, which are often difficult to handle with traditional flotation systems. Coarse Particle Recovery Technology advantage: Processes particles that conventional flotation struggles to recover Energy Efficiency Cost & environmental benefit: Lower energy consumption reduces operational costs and COâ‚‚ emissions Higher Recovery Rates Performance improvement: 75-80% vs. 50-60% conventional flotation for coarse materials Economic Optimization Operational efficiency: Enables operators to handle larger particles without sacrificing recovery rates Sustainable Operations ESG benefit: Reduces environmental footprint while maximizing resource extraction Eriez Flotation HydroFloat Coarse Particle Flotation (CPF) Technology

2.3 Tailings-Free Operations Strategy

DM-XTech's comprehensive approach ensures zero waste through secondary tailings valorization: Construction Materials Annual revenue from hollow blocks and bricks Agricultural Applications Soil conditioner development Waste Operations Complete valorization

2.4 Energy Infrastructure & Carbon Neutrality

System Specification Investment Solar power installation 800 kW capacity $800,000 Wind power systems 200 kW capacity $300,000 Combined renewable capacity 1,000 kW 60-70% energy independence Annual cost savings $550,000 Reduced grid power costs Installation timeline Years 4-6 During expansion phase


3. Environmental & Social Impact
Environmental, Social & Governance Excellence
DMMP's comprehensive ESG program transforms environmental liabilities into valuable resources while creating significant positive impact for local communities. Our approach demonstrates that profitable mining operations and environmental stewardship are not only compatible but mutually reinforcing.

3.1 ESG Program Components

Tailings Remediation 1,300,000+ MT tailings remediated over 10 years Environmental restoration Tailings-Free Mining Initiative Complete valorization eliminates long-term liabilities Zero waste operations Tribal ASSM Assistance Program $150,000-$200,000 annual investment Community development Community Protection & Development 35+ direct jobs, 100+ indirect jobs Economic impact Mercury Elimination Transition from mercury-based extraction Health & safety improvement Carbon Neutrality Renewable energy systems Climate impact mitigation

3.2 Environmental Compliance & Monitoring

Monitoring Component Frequency Annual Cost Water quality (upstream/downstream) Monthly $15,000 Air quality monitoring Quarterly $8,000 Soil testing Quarterly $6,000 Tailings characterization Monthly $8,000 Regulatory reporting Quarterly $3,000 Total Environmental Monitoring $40,000

3.3 Community Development Programs

Program Component Annual Budget Category Equipment financing (ball mills, jigs) $80,000 TAAP Program Technical training (safe mining practices) $25,000 TAAP Program Safety equipment provision $15,000 TAAP Program Mercury-free processing support $20,000 TAAP Program Microfinance for miners $10,000 TAAP Program Scholarship program (10 students) $12,000 Community Relations Health and safety training $8,000 Community Relations Environmental education $5,000 Community Relations Infrastructure support $15,000 Community Relations Livelihood programs $10,000 Community Relations MT Tailings Remediated Jobs Created Annual Community Investment Carbon Neutral Operations


6. Financial Projections & Capital Requirements
$12.5M
Total Project Investment
Over 6-7 years
$58.1M
10-Year NPV @ 12%
Strong returns
48%
Internal Rate of Return
Exceptional returns
3.2
Payback Period
Years - fast recovery

6.1 Total Capital Requirements Overview

Component Investment Funding Source/Timeline Phase 1: Pre-Production Capital $4,000,000 Deploy Months 0-6 Plant Rehabilitation $1,500,000 Bridge loan/equity, Months 1-3 Mobile Equipment $950,000 Equipment lease + vendor financing, Months 2-4 Working Capital $750,000 Credit facility, Months 3-6 Missing Critical Items $800,000 Operations/credit facility, Months 1-6 Phase 2: Expansion $8,500,000 Self-financed from operations, Years 3-6 TOTAL PROJECT $12,500,000 Complete implementation

Phase 1 Financial Performance (Years 1-2.5)

Period Total Revenue Operating Costs EBITDA Free Cash Flow Year 1 $37,530,000 $3,926,000 $33,604,000 $29,678,000 Year 2 $38,084,000 $4,004,520 $34,079,480 $30,074,960 Year 2.5 (6mo) $19,042,000 $2,042,000 $17,000,000 $14,958,000

Phase 2: Post-Expansion Operations (Years 4-10)

Period Annual Revenue Operating Costs EBITDA Free Cash Flow Year 4 $184,388,425 $12,713,750 $171,674,675 $158,960,925 Years 5-10 (avg) $184,835,750 $12,854,263 $171,981,487 $159,127,224

Investment Return Metrics

Net Present Value (NPV) $58,100,000 12% discount rate, 10 years Internal Rate of Return (IRR) 48% On total invested capital Payback Period 3.2 years From initial $4M investment Return on Investment (ROI) 3,141% 10-year cumulative Average Annual Cash Flow $99,607,680 Years 1-10 average

Sensitivity Analysis - Gold Price Impact

Gold Price/kg Annual Revenue EBITDA Free Cash Flow NPV @ 12% $110,500 $156,812,050 $144,058,287 $131,304,524 $42,760,000 $120,250 $170,573,950 $157,819,687 $145,065,424 $50,430,000 $130,000 (base) $184,335,850 $171,581,087 $158,826,324 $58,100,000 $139,750 $198,097,750 $185,342,487 $172,587,224 $65,770,000 $149,500 $211,859,650 $199,103,887 $186,348,124 $73,440,000 $169,000 (current) $239,383,450 $226,626,687 $213,869,924 $88,780,000


7. Implementation Roadmap

Months 0-6: Pre-Production Phase

$4,000,000 - Critical planning, mobilization, infrastructure rehabilitation, and commissioning Secure bridge financing ($1.5M) Complete metallurgical audit and stockpile characterization Execute plant rehabilitation and equipment procurement Deploy working capital and complete operator training Achieve first production and environmental compliance Months 6-12: Production Ramp-Up Operational - Initial production phase scaling from 50% to 100% capacity Achieve 125 MT/day (50% capacity) by Month 6 Scale to 200 MT/day (80% capacity) by Month 9 Reach full 250 MT/day capacity by Month 12 Complete first concentrate shipments Initiate debt repayment and cash flow generation Years 1-3: Steady-State Operations Self-funded - Sustained operations while accumulating expansion capital Maintain 250 MT/day operations (330 days/year) Process 82,500 MT annually from high-grade stockpile Generate $29.7M-$30.1M annual free cash flow Accumulate $8.5M expansion capital Complete HydroFloat pilot testing and clear all debt Years 3.5-4: Expansion Phase $8,500,000 - Deploy HydroFloat technology and renewable energy systems Complete detailed engineering and equipment procurement Install HydroFloat equipment (500 TPD capacity) Commission renewable energy systems (1,000 kW) Expand secondary tailings processing facilities Achieve 750 MT/day total capacity Years 5-10: Full-Scale Operations Maintenance CapEx - Sustained high-capacity operations with multiple revenue streams Process 247,500 MT/year at 750 TPD capacity Generate $159M+ annual free cash flow Complete regional tailings remediation program Achieve industry leadership in ESG performance Evaluate strategic exit opportunities


8. Risk Analysis and Mitigation
Comprehensive Risk Assessment
DMMP has identified and developed mitigation strategies for all material risks. Our risk management framework ensures project resilience and investor protection through proactive planning and contingency measures.

8.1 Technical & Operational Risks

Risk Category Probability Impact Mitigation Strategy Metallurgical Performance Low High Comprehensive testing program, pilot plant validation Equipment Failure Medium Medium Preventive maintenance, spare parts inventory, service contracts Grade Variability Medium Medium Blending strategies, continuous sampling, grade control Processing Capacity Low Medium Conservative capacity planning, phased ramp-up

8.2 Market & Financial Risks

Risk Category Probability Impact Mitigation Strategy Gold Price Volatility High High Hedging strategies, conservative price assumptions, cost flexibility Currency Fluctuation Medium Medium Natural hedging (USD revenues, PHP costs), currency contracts Financing Availability Low High Multiple funding sources, self-financing model, strong cash flow Cost Inflation Medium Medium Long-term contracts, efficiency improvements, renewable energy

8.3 Regulatory & Environmental Risks

Risk Category Probability Impact Mitigation Strategy Permit Delays Medium Medium Early application, regulatory engagement, legal support Environmental Compliance Low High Comprehensive monitoring, best practices, community engagement Regulatory Changes Medium Medium Industry participation, government relations, adaptive planning Community Opposition Low Medium Community programs, transparent communication, local benefits

8.4 Supply Chain & Resource Risks

Multiple Sources Tailings Supply Diversified feedstock 15+ Years Resource Life Long-term security 5-Year Contracts Supply Agreements Secured supply Regional Network ASSM Relationships Strong partnerships

8.5 Risk Mitigation Summary

Overall Risk Profile: Low to Moderate Technical Risk: Minimized through proven technology and comprehensive testing Financial Risk: Reduced via self-financing and conservative projections Market Risk: Managed through hedging and operational flexibility Regulatory Risk: Mitigated by proactive compliance and community engagement Supply Risk: Addressed through diversified sources and long-term contracts


9. Management Structure and Team
Experienced Leadership Team
DMMP is led by a seasoned management team with extensive experience in mining operations, metallurgy, environmental management, and project development. Our team combines technical expertise with proven track records in similar projects.

9.1 Executive Leadership

Position Key Responsibilities Experience Chief Executive Officer Strategic leadership, investor relations, regulatory affairs 15+ years mining industry, MBA Chief Operating Officer Daily operations, production optimization, safety management 20+ years operations, Mining Engineering Chief Financial Officer Financial planning, risk management, capital allocation 12+ years mining finance, CPA VP Engineering Technical oversight, project development, equipment management 18+ years metallurgy, PhD

9.2 Technical & Operations Team

Department Staffing Key Functions Plant Operations 12 personnel Processing, maintenance, quality control Metallurgy & Lab 4 personnel Process optimization, assaying, R&D Environmental & Safety 3 personnel Compliance, monitoring, training Mining & Logistics 8 personnel Material handling, transportation, stockpile management Administration 5 personnel HR, accounting, procurement, security Community Relations 3 personnel Stakeholder engagement, social programs

9.3 Advisory Board & Consultants

Expertise Area Role Value Added HydroFloat Technology Technical Advisor Technology transfer, optimization support Philippine Mining Law Legal Counsel Regulatory compliance, permit applications Environmental Engineering Environmental Consultant Monitoring design, compliance assurance Community Development Social Impact Advisor Program design, stakeholder engagement Financial Markets Investment Advisor Capital markets, exit strategy planning

9.4 Projected Organizational Structure

35+ Direct Employees Full-time positions 100+ Indirect Jobs Community impact $2.1M Annual Payroll Local economic impact 85% Local Hiring Community employment

9.5 Compensation & Incentives

Performance-Based Compensation Structure Base Salaries: Competitive with regional mining industry standards Performance Bonuses: Tied to production, safety, and environmental targets Profit Sharing: Annual distribution based on company performance Equity Participation: Key personnel equity stakes in expansion success Professional Development: Training and certification programs


10. Exit Strategy and Value Realization
Multiple Value Realization Pathways
DMMP's strategic positioning and strong operational performance create multiple exit opportunities for investors. Our approach maximizes optionality while ensuring optimal timing and valuation for stakeholders.

10.1 Strategic Sale to Mining Major

Potential Acquirer Type Strategic Rationale Valuation Multiple Timeline International Gold Producers Regional expansion, technology acquisition 1.0-1.2x NAV Years 5-7 Philippine Mining Companies Domestic consolidation, ESG leadership 0.8-1.0x NAV Years 4-6 Technology Companies HydroFloat technology, tailings expertise 1.2-1.5x NAV Years 6-8 ESG-Focused Investors Environmental impact, sustainability leadership 1.1-1.3x NAV Years 5-8

10.2 Public Market Listing

Exchange Option Requirements Advantages Timeline Philippine Stock Exchange ₱50M market cap, 3-year track record Local market access, regulatory familiarity Years 4-5 Toronto Stock Exchange C$75M market cap, mining focus Mining investor base, higher valuations Years 5-6 Australian Securities Exchange A$50M market cap, regional presence Asia-Pacific focus, mining expertise Years 5-6

10.3 Private Equity Recapitalization

$150-200M Enterprise Value At full operations 8-12x EBITDA Multiple Industry standard Years 4-6 Optimal Timing Proven operations Partial/Full Exit Options Flexible structure

10.4 Asset Expansion & Rollup Strategy

Expansion Option Investment Required Value Creation Exit Multiple Regional Tailings Consolidation $25-50M Market leadership position 1.3-1.5x NAV Technology Licensing $5-10M Recurring revenue streams 15-20x Revenue International Expansion $50-100M Global platform creation 1.5-2.0x NAV Vertical Integration $20-40M Supply chain control 1.2-1.4x NAV

10.5 Exit Timeline & Value Optimization

Recommended Exit Strategy Years 1-3: Focus on operational excellence and cash generation Years 4-5: Evaluate strategic sale opportunities and IPO readiness Years 5-7: Execute optimal exit based on market conditions Target Valuation: $150-250M enterprise value Expected Returns: 15-25x initial investment multiple Exit Considerations Market timing and gold price cycles Regulatory environment and political stability Technology adoption and competitive landscape ESG investor demand and sustainability trends Management team retention and succession planning


11. Conclusion & Investment Summary
Executive Investment Summary
DM-XTech Mining & Minerals Processing (DMMP) presents an exceptional investment opportunity that combines proven assets, advanced technology, strong financial returns, and significant environmental impact. The project transforms environmental liabilities into valuable resources while pioneering a tailings-free approach to mineral processing.

Project Success Probability

Once prerequisites met Total Investment Returns 10-year cumulative ROI Risk Level After mitigation ESG Impact Environmental & social

Final Recommendation

This project should proceed immediately. The combination of secured high-grade resources, proven infrastructure, advanced technology, self-financing capability, and strong ESG impact creates an exceptional investment opportunity with limited downside risk and substantial upside potential. Critical Success Factor: The metallurgical validation in Months 0-2 is the critical path item. Do not proceed with major capital deployment until: ✓ 70% gold recovery validated through bench-scale testing ✓ 5 g/t average grade confirmed through systematic sampling ✓ Bridge financing committed ✓ Environmental permits filed Once these prerequisites are met, the project has a 85-90% probability of success. Total Investment 10-Year Cash Flow Internal Rate of Return MT Tailings Remediated


12. Appendices

Appendix A: Detailed Financial Model Assumptions

Revenue Assumptions Parameter Phase 1 (Years 1-3) Phase 2 (Years 4-10) Processing capacity 250 MT/day 750 MT/day Operating days/year 330 330 Annual throughput 82,500 MT 247,500 MT Average feed grade 5.0 g/t Au 2.5 g/t Au Recovery rate 70% 75% Gold production 288.75 kg/year 1,390.6 kg/year Gold price $130,000/kg $130,000/kg

Appendix B: Metallurgical Testing Protocol

Phase 1: Stockpile Characterization Drill 50 holes on 30m x 30m grid pattern Sample every 2 meters depth (5 samples per hole) Total samples: 250 Assay for: Au, Ag, Pt, Pd, Cu, Fe, S Cost: $45,000 Phase 4: Pilot Plant Testing (HydroFloat) On-site pilot plant (10-20 TPD) 30-day continuous operation Process multiple tailings composites Validate scale-up factors Cost: $230,000 Total Metallurgical Program: $360,000

Appendix C: Equipment Specifications

Equipment Quantity Unit Cost Total HydroFloat cells (eFD-60) 12 units $350,000 $4,200,000 Solar panels (400W) 2,000 panels $300 $600,000 Wind turbines (50kW) 4 units $100,000 $400,000 Front-end loaders (new) 2 units $180,000 $360,000 Dump trucks (new) 3 units $150,000 $450,000

Appendix D: Environmental Monitoring Plan

Monitoring Parameter Frequency Method Compliance Standard Water pH Daily pH meter 6.5-8.5 Heavy metals (Pb, Hg, As) Weekly ICP-MS analysis WHO standards Suspended solids Daily Turbidity meter <30 mg/L Air quality (PM2.5, PM10) Continuous Air monitoring station Philippine standards Noise levels Weekly Sound level meter <70 dB daytime

Appendix E: Community Development Programs

Program Target Beneficiaries Annual Budget Expected Impact Scholarship Program 10 students/year $12,000 Higher education access Skills Training 50 community members $25,000 Employment opportunities Health & Safety Training 200 miners $8,000 Reduced accidents Infrastructure Support 3 barangays $15,000 Improved living conditions Livelihood Programs 25 families $10,000 Income diversification

Appendix F: Sensitivity Analysis Tables

NPV Sensitivity to Key Variables Variable -20% -10% Base Case +10% +20% Gold Price $33.4M $45.8M $58.1M $70.5M $82.9M Recovery Rate $42.2M $50.2M $58.1M $66.1M $74.0M Operating Costs $75.3M $66.7M $58.1M $49.5M $40.9M Feed Grade $36.7M $47.4M $58.1M $68.8M $79.5M

Appendix G: Comparable Transactions

Transaction Year Asset Type Valuation Multiple Location Barrick-Randgold Merger 2019 Gold mining assets 1.2x NAV Africa Newmont-Goldcorp 2019 Gold production 1.1x NAV Global Kirkland Lake-Detour 2020 Gold mine 0.9x NAV Canada SSR Mining-Alacer 2020 Gold operations 1.0x NAV Turkey

Appendix H: Key Contracts & Agreements

Contract Type Counterparty Term Key Terms Tailings Supply Agreement Local ASSM operators 5 years Minimum 200,000 MT/year Concentrate Offtake International smelter 3 years 95% of London PM fix Equipment Lease Caterpillar Financial 5 years $180,000/year Power Purchase Agreement Local utility 10 years $0.12/kWh

Appendix I: Regulatory Compliance Checklist

Requirement Regulatory Body Status Timeline Environmental Compliance Certificate DENR In progress Month 3 Mining Permit MGB Approved Complete Water Discharge Permit DENR Pending Month 4 Air Emission Permit EMB Pending Month 4 Waste Management Permit DENR Pending Month 5

Appendix J: Glossary of Technical Terms

Term Definition ASSM Artisanal Small-Scale Mining - small-scale, often informal mining operations EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization g/t Grams per tonne - standard unit for expressing ore grade HydroFloat Proprietary fluidized-bed flotation technology by Eriez IRR Internal Rate of Return - discount rate where NPV equals zero NPV Net Present Value - present value of cash flows minus initial investment PGM Platinum Group Metals - includes platinum, palladium, rhodium, etc. Tailings Waste material remaining after valuable minerals are extracted TPD Tonnes Per Day - measure of processing capacity Valorization Process of converting waste materials into valuable products

DM-XTech Mining & Minerals Processing
A Division of DM-XTechnologies Inc.
Document Version: 1.0 | Status: Confidential - For Qualified Investors Only
This business plan contains forward-looking statements based on current expectations and assumptions. Actual results may differ materially due to various risks and uncertainties. This document is for informational purposes only and does not constitute an offer to sell or solicitation to buy securities.