At this time, Trek's securities are not registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and therefore our securities cannot be offered, sold, pledged or otherwise transferred within the U.S. or to a U.S. person without registration under the 1933 Act and the securities laws of all applicable states of the United States, unless an exemption from registration is available.
One such exemption potentially available to our U.S. shareholders, is Rule 904 of Regulation S under the 1933 Act ("Rule 904"), which serves as a resale safe harbor allowing persons (other than the Company, a distributor, any of their respective affiliates, or any person acting on their behalf) to offer and resell securities, provided, however, that the offer to sell the securities is not made to a person in the U.S. and either:
- at the time the buy order is originated, the buyer is outside the U.S., or the seller and any person acting on its behalf reasonably believe that the buyer is outside the U.S.; or
- the transaction is executed in, on or through the facilities of a designated offshore securities market (i.e. the TSX Venture Exchange), and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the U.S.
In addition to meeting other requirements under Rule 904, no "directed selling efforts" in or into the U.S. may be used to resell the securities.