Server: Netscape-Enterprise/2.01 Date: Thu, 13 Nov 1997 05:36:03 GMT Accept-ranges: bytes Last-modified: Thu, 30 Oct 1997 18:17:19 GMT Content-length: 9851 Content-type: text/html American Oilfield Divers Inc. - Offering Circular





AOD ACQUISITION CORP.

a wholly-owned subsidiary of

AMERICAN OILFIELD DIVERS, INC.

OFFER TO PURCHASE

all of the Outstanding Common Shares of

HARD SUITS INC.

(formerly International Hard Suits Inc.)

at a price of

$1.50 cash

for each Common Share

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 12:01 A.M. (LOCAL TIME) ON OCTOBER 17, 1996, UNLESS WITHDRAWN OR EXTENDED.

The Offer is conditional upon, among other things, there being validly deposited under the Offer and not withdrawn such number of common shares (the "Common Shares") of Hard Suits Inc. ("Hard Suits") as is required in order for AOD Acquisition Corp. (the "Offeror"), together with its affiliates, to own at least 50.1% of the voting rights attaching to all of the Common Shares and Class "A" Performance Shares of Hard Suits outstanding upon completion of the Offer (calculated on a fully-diluted basis). See Section 4 of the Offer, "Conditions of the Offer".

The closing price of the Common Shares on The Toronto Stock Exchange on September 24, 1996, the trading day immediately prior to the announcement of the Offer, was $1.06. The Offer is at a 41% premium to this price.

Shareholders who wish to accept the Offer must properly complete and execute the accompanying Letter of Transmittal (printed on blue paper) or a manually executed facsimile thereof and deposit it, together with certificates representing their Common Shares, in accordance with the instructions and rules in the Letter of Transmittal. Alternatively, Shareholders may follow the procedures for guaranteed delivery set forth under Section 3 of the Offer, "Manner of Acceptance -- Procedure for Guaranteed Delivery".

Questions and requests for assistance may, in the case of Shareholders in Canada, be directed to the Offeror, the Depositary or the Consultant and, in the case of Shareholders in the United States, to the Offeror, the Depositary or the Information Agent. Additional copies of this document, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge on request from those persons at their respective offices shown on the Letter of Transmittal.

Shareholders whose Common Shares are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance.

Shareholders should be aware that, during the period of the Offer, the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of Common Shares subject to the Offer, as permitted by applicable laws or regulations of Canada or its provinces or territories.

September 25, 1996

This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your investment dealer, stockbroker, bank manager, lawyer or other professional advisor.



Notice to Shareholders in the United States of America

Holders of Common Shares in the United States or other jurisdictions should be aware that disposition of the securities described herein may have tax consequences both in the United States or such other jurisdictions, as applicable, and Canada. Such consequences for investors who are resident in or citizens of the United States or such other jurisdictions, as applicable, are not described herein.

The Offer is made for securities of a Canadian issuer and is subject to Canadian disclosure and other requirements. Shareholders should be aware that such requirements are different from those of the United States.

The enforcement by Shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Offeror is incorporated under the laws of the Yukon Territory, Canada and that some or all of its officers and directors may be residents of Canada.

This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, holders of Common Shares in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror or its agents may, in their sole discretion, take such action as they may deem necessary to extend the Offer to holders of Common Shares in such jurisdiction.

TABLE OF CONTENTS

DEFINITIONS
SUMMARY
The Offer
The Offeror and AOD
Hard Suits
Purpose of the Offer
Conditions of the Offer
Acquisition of Common Shares Not Deposited
Effect of the Offer on Market and Listings
Time for Acceptance
Manner of Acceptance
Withdrawal of Deposited Common Shares
Payment
Market Price of Common Shares
Canadian Federal Income Tax Considerations
Depositary
Solicitation of Acceptances

OFFER
1. The Offer
2. Time for Acceptance
3. Manner of Acceptance
4. Conditions of the Offer
5. Extension and Variation of the Offer
6. Payment for Deposited Common Shares
7. Return of Common Shares

8. Withdrawal of Deposited Common Shares
9. Dividends and Distributions; Liens
10. Acquisition of Common Shares Not Deposited
11. Mail Service Interruption
12. Notice
13. Market Purchases
14. Other Terms of the Offer

OFFERING CIRCULAR
The Offeror and AOD
Hard Suits
Price Range and Trading Volume of the Common Shares
Selected Financial Information
Background to the Offer
Purpose of the Offer and Plans for Hard Suits
Source of Funds
Holdings of Securities of Hard Suits
Trading in Securities of Hard Suits
Commitments to Acquire Common Shares
Arrangements, Agreements or Understandings
Material Changes and Other Information
Effect of the Offer on Market and Listing
Depositary and U.S. Forwarding Agent
Solicitation of Acceptances

Acquisition of Common Shares Not Deposited
Canadian Federal Income Tax Considerations
Available Information
Statutory Rights

Consent
APPROVAL AND CERTIFICATE