DICKSON CONSULTING ********* Listing on London Stock Exchange AIM Market

DICKSON CONSULTING

*********

Listing on London Stock Exchange

AIM Market

Table Of Contents Overview of AIM Factors in Accessing Company Suitability Pros and Cons of AIM Examples of Benefits Examples of Risks Examples of Key Issues Targeted Shareholders Sample Timetable Professional Advisors Role of Nomad Role of Broker AIM vs. NASDAQ

Overview of AIM

Factors in Accessing Company Suitability

Pros and Cons of AIM

Examples of Benefits

Examples of Risks

Examples of Key Issues

Targeted Shareholders

Sample Timetable

Professional Advisors

Role of Nomad

Role of Broker

AIM vs. NASDAQ

Overview of AIM “ Small company” stock exchange portion of London Stock Exchange Platform for higher risk investments Since 1995 2,200 AIM companies have used AIM to go public Total market value of $71.6 billion-pounds Largest market cap company-$1.6 billion- pounds Number of companies in market value range of $100 to $250 million pounds-131 Since 1995, 250 international companies

“ Small company” stock exchange portion of London Stock Exchange

Platform for higher risk investments

Since 1995 2,200 AIM companies have used AIM to go public

Total market value of $71.6 billion-pounds

Largest market cap company-$1.6 billion- pounds

Number of companies in market value range of $100 to $250 million pounds-131

Since 1995, 250 international companies

Factors in Assessing Company Suitability Management team Capability Integrity Viable business model Growth Deliver value to shareholders Valuation acceptable to all parties The expectation is that at least $10 million (USD) will be raised, with market cap of $20 million minimum. Corporate governance

Management team

Capability

Integrity

Viable business model

Growth

Deliver value to shareholders

Valuation acceptable to all parties

The expectation is that at least $10 million (USD) will be raised, with market cap of $20 million minimum.

Corporate governance

Pros and Cons of AIM Pros of AIM Less regulatory structure compared to U.S. Fewer rules and costs Access to capital Market value of company more readily established New investors Market for stock Public profile Cons Of AIM Key decision of officers and board members have increased visibility Uncertainty of market conditions and other factors could impact share price Communication with investors (roadshow)

Pros of AIM

Less regulatory structure compared to U.S.

Fewer rules and costs

Access to capital

Market value of company more readily established

New investors

Market for stock

Public profile

Cons Of AIM

Key decision of officers and board members have increased visibility

Uncertainty of market conditions and other factors could impact share price

Communication with investors (roadshow)

Examples of Benefits Additional cash for more rapid growth Exit strategy for existing shareholders Publicly traded market Increased visibility/communication Entry or Reentry into European market with product Employee morale resulting from benefits of share ownership

Additional cash for more rapid growth

Exit strategy for existing shareholders

Publicly traded market

Increased visibility/communication

Entry or Reentry into European market with product

Employee morale resulting from benefits of share ownership

Examples of Risks Product not viewed as unique/competitive Small company viewed as one product company Product development not far enough along Infrastructure not adequate for public company Expense of being a public company Time required

Product not viewed as unique/competitive

Small company viewed as one product company

Product development not far enough along

Infrastructure not adequate for public company

Expense of being a public company

Time required

Examples of Key Issues Is this the most appropriate strategic alternative? Existing shareholders sale at time of IPO? Reaction to dilution? Market price at time of initial offering? Market price after initial offering? Infrastructure to support public company? Time required for CEO/CFO?

Is this the most appropriate strategic alternative?

Existing shareholders sale at time of IPO?

Reaction to dilution?

Market price at time of initial offering?

Market price after initial offering?

Infrastructure to support public company?

Time required for CEO/CFO?

Targeted Shareholders Venture capital trusts listed on the LSE Firms that specialize in investing in AIM market High net worth individuals/retail investors Larger financial institutions. Examples: Merrill Lynch Fidelity Goldman Sachs

Venture capital trusts listed on the LSE

Firms that specialize in investing in AIM market

High net worth individuals/retail investors

Larger financial institutions. Examples:

Merrill Lynch

Fidelity

Goldman Sachs

Sample Timetable LSE course on AIM market Appoint advisors Draft prospectus IR strategy PR presentation Complete due diligence Analyst presentations Complete financials Marketing Book closes Impact day Placing completion* Trading commences Certificates issued *Complete documents, pricing and allocation, register prospectus, sign subscription agreement, print final prospectus 9/19 or 10/10 December 1 January 1 January 1 February 1 February 1 February 2-March 15 February 28 March 19- March 28 April 2 April 3 April 7 April 9 April 16 Front end of process=Selling Backend of process=Legal

LSE course on AIM market

Appoint advisors

Draft prospectus

IR strategy

PR presentation

Complete due diligence

Analyst presentations

Complete financials

Marketing

Book closes

Impact day

Placing completion*

Trading commences

Certificates issued

*Complete documents, pricing and allocation,

register prospectus, sign subscription

agreement, print final prospectus

9/19 or 10/10

December 1

January 1

January 1

February 1

February 1

February 2-March 15

February 28

March 19- March 28

April 2

April 3

April 7

April 9

April 16

Front end of process=Selling

Backend of process=Legal

Professional Advisors Accounting firm Law firm Nominated Advisor (“Nomad”) Broker (may be same firm as Nomad) Public/investor relations

Accounting firm

Law firm

Nominated Advisor (“Nomad”)

Broker (may be same firm as Nomad)

Public/investor relations

Role of Nominated Advisor (“Nomad”) Access whether company is appropriate for market Explain the AIM rules to company’s board and ensure that the directors are aware of their responsibilities and obligations Project management of the process Help pull together admission documents Provide ongoing advice and guidance on the AIM rules once company has been admitted

Access whether company is appropriate for market

Explain the AIM rules to company’s board and ensure that the directors are aware of their responsibilities and obligations

Project management of the process

Help pull together admission documents

Provide ongoing advice and guidance on the AIM rules once company has been admitted

Role of Broker Gauging interest and advising on pricing Bringing buyers and sellers of company’s shares together (marketing and book building) Preparing and accompanying company on the roadshow Trading in the secondary market Provide research

Gauging interest and advising on pricing

Bringing buyers and sellers of company’s shares together (marketing and book building)

Preparing and accompanying company on the roadshow

Trading in the secondary market

Provide research

AIM vs. NASDAQ Favor NASDAQ U.S. based market Communications easier with U.S. shareholders Average capitalization $1.2 billion Favor AIM U.S. regulatory requirements (Sarbanes-Oxley) No minimum stock price (NASDAQ delisting if below $1 per share) Legal scrutiny over communications Average capitalization $70 million

Favor NASDAQ

U.S. based market

Communications easier with U.S. shareholders

Average capitalization

$1.2 billion

Favor AIM

U.S. regulatory requirements (Sarbanes-Oxley)

No minimum stock price (NASDAQ delisting if below $1 per share)

Legal scrutiny over communications

Average capitalization $70 million

Services of Dickson Consulting Board of directors/advisory board representation Designated financial expert Senior executive services Strategic planning facilitation Financing assistance Business valuations Exit strategy and M&A assistance Investor relations strategies

Board of directors/advisory board representation

Designated financial expert

Senior executive services

Strategic planning facilitation

Financing assistance

Business valuations

Exit strategy and M&A assistance

Investor relations strategies

Disclaimers This presentation is not intended to provide investment advice or any other advice on any company mentioned. The information in this presentation is believed to be correct but no assurances are provided that the information is correct. Events may have occurred that are significant that are not mentioned in this presentation.

This presentation is not intended to provide investment advice or any other advice on any company mentioned.

The information in this presentation is believed to be correct but no assurances are provided that the information is correct.

Events may have occurred that are significant that are not mentioned in this presentation.