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king oil

08/04/11 11:32 AM

#3405 RE: yuna2253 #3404

Item 3.02 Unregistered Sales of Equity Securities



On August 1, 2011, the Board of Directors of The Tirex Corporation, a Delaware corporation (“Tirex”), authorized the issuance of options to purchase common stock in exchange for $1,000,000.00 of a total of $1,191,981.95 of accrued, unpaid salary as of June 30, 2010, then owed to John L. Threshie, Jr., President and Chief Executive Officer, Louis V. Muro, Vice President of Engineering, and Michael D.A. Ash, Secretary and Treasurer (collectively, the “Principal Executives”), resulting in the issuance of the following options:



· John L. Threshie, Jr., $295,807.82 of accrued salary = 29,580,782 options

· Louis V. Muro, $520,589.62 of accrued salary = 52,058,962 options

· Michael D.A. Ash, $184,265.12 of accrued salary = 18,426,512 options



The options will be (i) fully vested upon issuance, (ii) have an exercise of $0.01/share, (iii) expire within 5 years of the date of their issuance, (iv) exercisable for cash or on a cashless basis, at the Principle Executive’s option, and (v) subject to any and all future recapitalizations of the issued and outstanding capital stock of the Company on a pro forma basis.