ZAI Group of Companies A London - based International Investment banking group 2011 ZAI Group of Companies Registered in England and Wales No. 06814163; Registered Office:, 177 Regent Street, London W18 4JN Authorised and Regulated by the Financial Services Authority MEMBER OF THE LONDON STOCK EXCHANGE Table of Contents Introduction to ZAI Principal Business Areas Services Resources Key Differentiators Fundraising and Clients Seven Solutions Unique qualifications ZAI track records and Clients Executive Resumes Contact Details 2 Principal Business Areas Zimmerman Adams International group (“ZAI”) including ZAI Corporate Finance Ltd, ZAI Broking Ltd and ZAI Research Ltd, is a London-based, independent, internationally focussed investment banking group established in 2004. ZAI offers a full range of corporate finance, broking and advisory services to a clientele of growing, medium-sized companies. ZAI executes corporate finance and advisory assignments for UK clients overseas and for overseas clients in the UK. ZAI Corporate Finance Ltd is a Nominated Adviser on London’s AIM market, a Corporate Adviser on Plus Markets and a Listing Sponsor on NYSE Euronext and Alternext in Paris. 3 Services ZAI provides a wide range of investment banking services to corporate and institutional clients, as well as governments and public authorities Corporate Finance Services Nominated Advisor for the AIM LSE Market Listing Sponsor for the NYSE Euronext and Alternext Markets Corporate Advisor for Plus markets Financial Advisor for Takeover Code Transactions 7 Solutions Acquisition/ Disposal Advice Broking Services IPO’s in London IPO’s in Paris Secondary Fundraising Private Placements Other Products In-house Research 4 Resources People A cosmopolitan team with backgrounds in diverse and complementary advisory fields, such as law, banking, accountancy, marketing, industry and management consulting. Languages Major languages spoken: English, French, German, Spanish, Russian and Chinese. Contacts Our team has been executing international investment banking business for over 20 years and has a history of success throughout the world, with an extensive network of contacts developed from that experience. 5 Key Differentiators ZAI is an established niche player in the fast-growing international companies sector ZAI is one of London’s few corporate finance teams focussed on the needs of international clients ZAI is a recognised name. We are well known for our proactive approach to developing the market for international clients ZAI has a specialised ECM placing list: those Institutions that actually do invest in smaller quoted international companies ZAI has a strong track record of successful fund raising for many international clients ZAI has an experienced management team “SEVEN SOLUTIONS” – ZAI’s unique multi-product corporate finance service 6 Fundraising and Clients ZAI has a pre-eminent track record of bringing companies to the London market. ZAI have led and participated in the following public offering activity: 2010 8 IPOs , over £25.8m raised 2008: 6 IPOs 2 SPOs 2007: 6 IPOs In the last 4 years, we have led or participated in total fundraisings of over £222 million 7 Fundraising and Clients ZAI --- a leading position in the AIM market Ranking: IPO’s on AIM by Nomads, 2010 Number Ranking Cenkos Securities Ltd 9 1 ZAI Corporate Finance Ltd 7 2 Grant Thornton 5 3= Arbuthnot Securities Ltd 5 3= Libertas Capital 5 3= Liberum Capital 5 3= NOMAD Source: London Stock Exchange 8 Share price performance of 2010 IPO’s The companies we floated on AIM and Plus in 2010 achieved excellent overall market performance IPO Price on Price on 31 flotation (p) Dec 2010 (p) Increase % EDENVILLE ENERGY 0.5 2.335 367% MILOC GROUP 33 32.5 -2% NORTHWEST INVESTMENT GROUP 25 145 480% OBTALA RESOURCES 36 44.125 23% 1.75 2.125 21% PARAGON DIAMONDS 20 27.25 36% TISSUE REGENIX 5 11.75 135% TMT INVESTMENTS 1 1.005 0% OXFORD NUTRA GROUP AVERAGE 133% 9 Fundraising and Clients ZAI advises and raises funds for clients in a wide variety of sectors and regions. Clients by Sector Clients by Region Clients by Sector Leisure Natural Resources Technology Cleantech Pharmaceuticals Biotech Cleantech Food Producers Investment Company Continental Europe Far East (exc. China) Africa China UK Manufacturing 10 Fundraising and Clients Our Clients cover several sectors and continents Client Sector Main operations in EDENVILLE ENERGY Mining Africa MILOC GROUP Medical China NORTHWEST INVESTMENT Financial Services GROUP OXFORD Food Producers PHARMASCIENCE GROUP China UK PARAGON DIAMONDS Mining Africa TMT INVESTMENTS Investment Russia 11 Seven Solutions ZAI as a 7-Solutions provider adopts the following approach for its clients: We analyse the client’s business and corporate finance objectives; We are up to date with regard to each of the 7 Solutions and their potential to help the client achieve his objectives; We are capable of executing EACH of the 7 Solutions; We consider ALL 7 Solutions and develop relevant live transaction possibilities from each solution category; We can apply a “Dutch auction” type methodology, to maximise value; Quoted Markets Industrial Equity M&A Trade Sale Angel Investors IPO/SPO Employees and their pension funds Family, Friends, ZAI client Convertible Debt Providers PE —Majority Investors PE — Minority Investors We execute the best solution for our client 12 ZAI’s Unique Qualifications ZAI is the only AIM specialist dedicated to International Companies ZAI has a unique investor base: comprised of Institutions that specifically invest in “foreign”, i.e. non-UK shares, via the UK markets The ZAI team completed the only successful FAST TRACK listing of a German company, combined with a successful Placing, i.e. we successfully raised capital for the Issuer ZAI has a global distribution capability. ZAI has placed shares with European, Asian and American investors, as well as London-based investors ZAI have a proactive strategy to promote AIM to small and medium-sized international companies 13 2010 Deal History Company name Date Transaction Sector Country of Operation MILOC GROUP LTD 23 Dec IPO on Plus Markets Medical 10 Dec Placing and admission to AIM PARAGON DIAMONDS I Nov Placing and admission to AIM OBTALA RESOURSES LTD 17 Sept TMT INVESTMENTS TISSUE REGENIX GROUP PLC NORTHWEST INVESTMENT GROUP LTD EDENVILLE ENERGY PLC OXFORD NUTRASCIENCE GROUP PLC 29 June Admission to AIM Admission to AIM by reverse takeover of Oxeco plc Amount Raised £m Market Cap at Admission £m China 0.8 20.4 Investment Russia 12.5 12.5 Mining 3.8 21.36 Natural Resources Africa Sierra Leone & Tanzania - 66.7 Pharmaceuticals and Biotech UK 4.5 74.6 China 3.0 3.3 Tanzania 1.0 22.7 UK 1.1 8.1 20 Mar Placing and admission to AIM Placing and admission to AIM Investment Company Natural Resources 12 Feb Placing and admission to AIM Food Producers 09 June 14 2008 Deal History Company name HERTFORD INTERNATIONA L GROUP PLC Listing/ Admission to trading 24 Dec 2008 TAI ZI CAPITAL LTD OBTALA RESOURCES PLC SWEET CHINA PLC 01 Jul 2008 PAQ International Holdings Ltd ASIA RESOURCES PLC 25 Feb 2008 24 Apr 2008 20 Mar 2008 29 Jan 2008 Transaction Sector Country of Operation Market Cap at Admission, £m Admission to AIM by reverse takeover of UK financial services company subscription and admission to AIM placing and admission to AIM Media UK 7.25 Real Estate Taiwan 3.0 General Mining Tanzania 35.5 acquisition, Rule 9 Waiver, placing and admission to AIM placing and admission to AIM Food Producers China 8.0 Support Services Hong Kong 7.23 Admission to AIM by reverse takeover of Malaysia based gold dealer Personal Goods/ Clothing & Accessories Malaysia 16.4 15 2007 Deal History Company name Listing/ Admission to trading Transaction Sector Country of Operation Market Cap at Admission, £m ARMOR DESIGNS, Inc.* OXFORD ADVANCED SURFACES GROUP PLC HERTFORD INTERNATIONAL GROUP PLC FRONTIER MINING LTD 31 Dec 2007 placing and admission to AIM Admission to AIM by reverse takeover of IP Group plc investee company placing and admission to AIM Aerospace & Defense Chemicals USA 130 UK 44.5 Media UK 8.53 General Mining Kazakhstan $25.3 DRAGONUKRAINIAN PROPERTY & DEVELOPMENT PLC VPHASE PLC 23 Nov 2007 Secondary placing and acquisition of Kazakhstan copper asset Secondary placing Real Estate Holding & Development Ukraine $100 Electronic & Electrical Equipment UK 15.79 VICORP GROUP PLC DRAGONUKRAINIAN PROPERTY & DEVELOPMENT PLC 21 Jun 2007 Admission to AIM by reverse takeover of UK electrical technology company placing and admission to AIM placing and admission to AIM Software UK 7.68 Real Estate Holding & Development Ukraine 104.8 31 Dec 2007 24 Dec 2007 10 Dec 2007 26 Sep 2007 01 Jun 2007 16 Note: MCap for ARMOR DESIGNS INC Depositary Interests / MCap for ARMOR DESIGNS INC for RegS shares Corporate Finance Team Ray Zimmerman – CEO Ray is the Team leader, and formerly acted as the Managing Director responsible for the development of the international activities of Teather and Greenwood. He has over 30 years of experience (1979 – 2009) in the investment banking field, and was formerly the Head of Corporate Finance of (Sumitomo) Daiwa SMBC Europe, prior to which he was a Managing Partner of the French Merchant Bank Demachy Worms & Cie Finance, and the Managing Director of 3i CFI, the international corporate finance arm of the 3i Group. He is a graduate of the Tulane Law School (Juris Doctorate 1984) and Seattle Pacific University (B.A. magna cum laude 1979). Dominique Doussot – Director Dominique has spent over 22 years working with major international banks (Bankers Trust Company and Banque Worms) where he has been active in most major areas of investment and commercial banking, including the acquisition, reorganization and management of several banking departments and institutions. In 1994, he created his own corporate finance advisory firm in Singapore. In this capacity, Dominique has been involved in numerous start-up situations, mostly in Asia and Europe. He has also been involved in diverse large-scale (i.e. in excess of $300 million) financing projects. A French national, Dominique is fully bilingual in English. He holds an MBA from Ecole Supérieure de Commerce et d’Administration des Entreprises (1972). 17 Corporate Finance Team Marc Cramsie Marc has over 25 years of experience in Corporate Finance, starting with Kleinwort Benson, where he spent 15 years and was the Director in charge of their Smaller Companies Team. Subsequently he spent 8 years at Singer & Friedlander, then an independent quoted UK merchant bank, as Head of Corporate Finance. He then joined KPMG as a Partner in their London Corporate Finance Department, where he specialised in the consumer markets and retail sector. More recently Marc has specialised in the oil and gas sector and in AIM flotations, as a partner in a boutique advisory firm acquired by Ambrian Capital. He joined ZAI corporate finance in 2010. Marc has an MA in Economics from Cambridge University and is a qualified Chartered Accountant. John Depasquale John commenced his career with the London Stock Exchange working in the New Issues Department. He was involved in all regulatory aspects of companies on the Official list and AIM. He worked for ten years as a Director at Seymour Pierce Limited. He has led numerous transactions, including IPO’s, fundraisings on AIM and the Official List and several takeovers. John joined ZAI Corporate Finance in 2010 and is qualified executive for the purposes of the Alternative Investment Market of the London Stock Exchange. 18 Corporate Finance Team Sarang Shah Sarang joined ZAI Corporate Finance in March 2010. Prior to joining, Sarang worked in corporate finance at WH Ireland Ltd where he advised on a range of transaction including flotations, takeovers, acquisitions and fundraisings primarily on the AIM Market. Prior to this Sarang worked at PLUS Markets as a Regulatory Analyst advising and regulating both corporate advisers and companies on PLUS. Sarang has a BSc in Banking & Finance from Cardiff University. Irina Lomova Irina joined the ZAI team in January 2007, first as ZAI’s representative in Moscow and later in London. Prior to joining, Irina worked in CJSC Finexpertiza – Capital, a corporate finance arm of Finexpertiza, top 5 Russian accounting firm. Prior to her move into corporate finance division she spent 2 years in Finexpertiza as an auditor. Irina has a BSc in Finance & Credit from the Russian Economic Academy with honours (The Plekhanov Academy) and completed a 2-year Graduate Programme qualifying as an “Economist-Interpreter”. Irina has Russian Accounting Standards auditor’s license and a broker/dealer qualification Certificate 1.0 by Russian Federal Service for Financial Markets. 19 Sales Team Paul Backhouse Paul has more than 30 years experience in the finance industry, beginning in research, where he became a top ranked analyst, and subsequently sales. He has held directorship positions at Swiss Bank Corporation, Williams de Broe PLC, Premier Equity Ltd, Corporate Synergy and VSA Capital. Paul has an MA in Philosophy, Politics and Economics from the University of Oxford. Further professional qualifications include; FSA registered, Member of the UK Society of Investment Professionals and Fellow of the Chartered Institute of Securities and Investment. Chris Mantel - Institutional Sales Chris is a sales executive with 30 years’ experience of selling equities to UK and European institutions. He has held senior sales positions at Buckmaster and Moore, Capel-Cure Myers, and Sheppards. He also served in the Royal Green Jackets where he achieved the rank of Major. Charles Laughton Charles was educated at Marlborough College and subsequently obtained a degree in Business and Economics from the University of Exeter. Since then he moved in to private client stock broking where he has been FSA approved for four years. Charles has extensive experience and knowledge of AIM companies. Ye Zhang Over 10 years of experience in certified public accounting firms. Chinese CPA qualified with excellent communication skills and abilities to deal with customers in Chinese listed companies. Ye is familiar with Chinese commercial environment and culture. Ye is a graduate of Birmingham City University with a MSC degree in Accounting and Finance. Ye also has a study on British culture and commercial environment, and now is experiencing the British culture and commercial environment having joined ZAI in August 2011. 20 Contact Details ZAI Group 177 Regent St London W1B 4JN United Kingdom Ray Zimmerman Ph: +44 (0)20 7060 2220 Fax: +44 (0)20 7060 2218 E-mail: rayz@zaicf.com Dominique Doussot Ph: +44 (0)20 7060 2220 Fax: +44 (0)20 7060 2218 E-mail: dominiqued@zaicf.com Website: www.zaicf.com 21