Listing on London Stock Exchange DICKSON CONSULTING ********* Listing on London Stock Exchange AIM Market 5/26/2019 Dickson Consulting

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 5/26/2019 Dickson Consulting

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 5/26/2019 Dickson Consulting

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 5/26/2019 Dickson Consulting

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) 5/26/2019 Dickson Consulting

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 5/26/2019 Dickson Consulting

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 5/26/2019 Dickson Consulting

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? 5/26/2019 Dickson Consulting

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 5/26/2019 Dickson Consulting

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 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 5/26/2019 Dickson Consulting

Professional Advisors Accounting firm Law firm Nominated Advisor (“Nomad”) Broker (may be same firm as Nomad) Public/investor relations 5/26/2019 Dickson Consulting

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 5/26/2019 Dickson Consulting

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 5/26/2019 Dickson Consulting

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 5/26/2019 Dickson Consulting