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Published on 9/18/2007 in the Prospect News PIPE Daily.

New Issue: Treat to raise C$16.03 million in placements of receipts, units

By Devika Patel

Knoxville, Tenn., Sept. 18 - Treat Systems Inc. announced it plans to raise C$16.03 million in three private placements of subscription receipts and units. The company is also changing its name to Mega Silver Inc.

In the first deal, totaling C$8.5 million, the company will sell up to 8,500,000 subscription receipts at C$1.00 apiece. Each subscription receipt is exercisable into one unit, which consists of one common share and one half-share warrant. Each warrant is exercisable at C$1.50 for two years.

PI Financial Corp. will be the agent for this deal.

In the second non-brokered deal, totaling C$4.5 million, the company will sell up to 4,500,000 subscription receipts at C$1.00 apiece. As in the first deal, each subscription receipt is exercisable into one unit, which consists of one common share and one half-share warrant. Each warrant is exercisable at C$1.50 for two years as well.

In the third non-brokered deal, totaling C$3.025 million, the company will sell up to 2,750,000 flow-though units at C$1.10 per unit. Each flow-through unit will comprise one flow-through common share and one half-share warrant. Each whole warrant is exercisable at C$1.60 for two years.

The company will pay an 8% finder's fee in the first deal, payable at PI's election in cash or units, and broker warrants to acquire a number of common shares equal to 8% of the number of units sold. Finder's fees may also be paid in the other two deals.

Proceeds will be used for exploration and general administrative and overhead expenses.

Treat has been inactive for at least seven years, when it ceased its operations as a company that was involved in the research and development of advanced technologies to improve environmental air and water quality.

Issuer:Treat Systems Inc.
Issue:Subscription receipts, units of one flow-through common share and one half-share warrant
Amount:C$16,025,000 (total); C$8.5 million (first placement of subscription receipts); C$4.5 million (second placement of subscription receipts); C$3,025,000 (unit placement)
Pricing date:Sept. 18
Stock symbol:TSX Venture: TSZ.H
Stock price:Inactive for seven years
First placement of subscription receipts
Receipts:8,500,000 (maximum)
Price:C$1.00
Warrants:Each receipt is exercisable into one unit of a share and a half-share warrant
Warrant expiration:Two years
Warrant strike price:C$1.50
Agent:PI Financial Corp.
Fees:8%, payable in cash or units, and broker warrants to acquire a number of common shares equal to 8% of the number of units sold
Second placement of subscription receipts
Receipts:4,500,000 (maximum)
Price:C$1.00
Warrants:Each receipt is exercisable into one unit of a share and a half-share warrant
Warrant expiration:Two years
Warrant strike price:C$1.50
Agent:Non-brokered
Placement of units
Units:2,750,000
Price:C$1.10
Warrants:One half-share warrant per unit
Warrant expiration:Two years
Warrant strike price:C$1.60
Agent:Non-brokered

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