Mitre International Resources IPO & AIM Finance

Introduction

Mitre Resources structures bespoke convertible debt instruments into cash-generative small-cap AIM companies; pre-IPO companies and AIM flotations

Opportunity created by lack of conventional debt and discounted equity financing options

Convertibles pay a coupon, are generally asset-secured for downside protection and offer equity upside

Low-risk exposure to upside potential of small cap AIM companies as economic recovery gathers pace

Debt structure allows investments to be based on forward looking projections and detailed management accounts

As the market improves, terms of the CLNs can be adapted to remain competitive

2• Mitre International Resources Ltd

Opportunity for AIM CompaniesTiming: planets aligned 1,100 investable AIM listed companies with few competitive sources of

finance Bank debt for SMEs is still scarce, with a serious lack of growth finance

alternatives currently available Many AIM companies looking to grow substantially now that economic cycle

is in growth mode Equity raise usually completed at significant discount to current share price

Superior investment structure for AIM Companies

Secured convertible bond allows equity type returns, robust downside protection & cash generation

AIM companies have quick access to capital with less dilution to existing equity owners

Successful implementation of business plan means debt converts to equity and is extinguished

Excellent investment pipeline

Substantial number of strong companies are willing & able to pay for access to growth capital

C. 750 AIM companies with market cap <£50m and not asset rich are best able to exploit convertibles structure

Mitre Resources tracking >90 promising AIM companies

Strong team Brings together investment experience with corporate finance expertise and strong professional relationships

3*Source: AIM monthly data as at 31 January 2012

Equity v’s Convertible - cost comparison

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Shares outstanding 19,080,000 As at: 23/06/15Current share price £1.9335Market capitalisation £36,891,180

EQUITYPlacing 3 yr term 2 yr term 1 yr term

Funds raised £3,700,000 £3,700,000 £3,700,000 £3,700,000

Discount for equity fund raising 10%Equity fund raising share price £1.7401

Premium to share price for convertible loan 25% 25% 25%Loan conversion price £2.4168 £2.4168 £2.4168

No of shares issued 2,126,314No of shares loan converts into 1,530,950 1,530,950 1,530,950

Reduction in number of share issued 595,364 595,364 595,364

When share price is £2.4168 (conversion price)

Imputed saving from issuing fewer shares £1,439,000 £1,439,000 £1,439,000Interest paid on convertible loan note -£1,110,000 -£740,000 -£370,000Less tax credit on coupon £222,000 £148,000 £74,000

Saving to shareholders £551,000 £847,000 £1,143,000

Units: GBP £CONVERTIBLE

Less dilution for the borrower in exchange for an attractive coupon for the VCT…

…which translates into significant savings

Mitre International Alex Hambro & Andrew Fearon have decades of experience in investment

management and capital markets Proven track record of 12 AIM CLN investments, majority of which in small cap

convertible bonds over past five years

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Andrew Fearon Partner

Background: 10 years’ experience as a corporate lawyer with DLA Piper, Berwin Leighton and extensive CEO experience

Fund responsibilities: investment sourcing, deal structuring and legal/commercial due diligence

Alex Hambro Partner

Background: 25 years’ private equity and venture capital experience. Investor and Chairman of several AIM plcs

Fund responsibilities: investor relations, investment oversight, strategic partnerships

Investment team

Independent listed fund management group that has a reputation for offering distinctive investment strategies

Miton has £2.6bn under management and has created a dedicated vehicle targeting convertible loan notes and other debt structures for AIM companies

Gervais Williams one of the City’s most respected small cap and AIM investor

Independent fund manager Founded by Rob Hain and Andrew Williams of Invesco whose strategy was to reinvigorate the smaller fund

sector. The firms has grown by acquisition and now has nearly £500M of AUM. We work with George Luckcraft

One of the largest European-based asset managers with €689 billion in assets under management  They like the secured nature of the investment and income We work with David Crawford

Slater Investments, an independent listed fund management group that has a reputation for offering provides high performance UK-focused equity products.

Manage several UK equity pooled funds and portfolios for institutional investors, pension funds, charities and high net worth individuals

Wholly owned by its directors and staff. Ralph Baber and Mark Slater are one of the City’s most respected small cap and AIM teams

50,000 investors and almost £5bn under management; 70 investment specialists AAA Citywire customer service ranking We work with Richard Power, Kate Tidbury and Andrew Buchanan

Toscafund is a leading Alternative Asset Manager based in London. It was founded in 2000 by Martin Hughes, previously Chairman of Tiger Management Europe Limited

Toscafund manages equity funds specialising in two distinct areas, global financials and UK small/mid cap We work with Johnny de la Hey

Strategic Partners

Screening the investment universe Investment universe is a rich source of high quality listed and pre-IPO

companies Cost of capital for small-cap companies currently high. Significant demand

due to reticence of traditional banks

*Source: AIM monthly data as at 4th Sept 2014

1,100 companies on AIM747 companies market cap <£50m

C. 490 companies in preferred sectors

C. 290 companies meet financial standards

London Stock Exchange

Mitre International

Company research & due diligence

Large pool of companies

Select best opportunities

Financial criteria

Industry criteria

Investment risk

Public reporting standards

Transparent, robust sectors

Downside protection

Thorough due diligence

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AIM & pre-IPO track record

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Relevant Experience Successfully investing using this strategy since 2008

Size Circa £49m invested. £47m into AIM companies

Portfolio 14 AIM CLN investments to date2 private/pre-IPO investments to date

Performance 15 out of 16 loans performed positively First investment written to zero Realised IRR 33% Whole Portfolio IRR 19%

Co-invests Several co-invests with leading UK small and mid-cap specialists

Investee Companies Variety of AIM companies operating in different sectors

Gross running yield 10%

AIM & pre-IPO CLN credentials

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Company Investment Date Exit Amount Duration (yrs) Total Returned Total Return IRR

Exited dealsCantono PLC 01/01/2009 Repayment £254,000 1.86 £488,315 92% 144%Bglobal pLC 12/02/2009 Converted £50,000 1.50 £135,417 171% 99%Bglobal pLC 12/02/2009 Repayment £950,000 5.22 £1,344,178 41% 9%Walker Technical Resources Limited 13/01/2009 Repayment £100,000 2.50 £286,327 186% 52%Westminster Group PLC 1 30/06/2009 Repayment £1,200,000 4.26 £1,674,014 40% 10%Spiritel PLC 03/11/2009 Repayment £10,000,000 1.02 £16,678,973 67% 68%Cleardebt PLC 16/04/2010 Repayment £2,300,000 3.01 £3,566,260 55% 18%Baltic Terminals PLC 22/11/2011 Repayment £6,600,000 1.03 £7,617,123 15% 16%Pan-European Terminals PLC 01/12/2012 Repayment £8,500,000 1.55 £9,813,425 115% 10%Westminster Group PLC 2 19/06/2013 Converted £742,500 0.31 to 0.80 £1,703,702 104% to 168% 174% to 1605%

TOTAL £30,696,500 £43,307,734 41% 33%

Existing deals (as if repaid at 30-Jun-15)Westminster Group PLC 2 19/06/2013 Not exited £575,000 2.03 £691,890 20% 11%Izon Limited 18/12/2013 Not exited £1,869,936 1.53 £2,156,830 15% 11%600 Group PLC 16/02/2015 Not exited £7,694,000 0.29 to 0.37 £7,915,379 2% to 3% 8%Westminster Group PLC 3 20/04/2015 Not exited £669,000 0.20 £682,197 2% 11%Nektan PLC 28/04/2015 Not exited £5,600,000 0.09 to 0.18 £5,690,548 1% to 2% 11%

TOTAL £16,407,936 £17,136,844 4% 10%

Analysis by deal conclusionTotal for CLNs that are converted £792,500 £1,839,119 132% 134%Total for CLNs that are repaid £29,904,000 £41,468,615 39% 32%Total for current CLNs £16,407,936 £17,136,844 4% 10%Cashbox PLC 01/01/2009 Repayment £2,300,000 2.05 £166,254 -93% -97%

TOTAL FOR WHOLE PORTFOLIO £49,404,436 £60,610,832 23% 19%

Since 30 June 2015 there has also been a £941,000 convertible invested into EU Supply PLC

Current Investment Pipeline

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Medical Device Company(AIM listed)

£2m convertible to fund growth of sales internationally Transformation of business from £3m to £45m annualised projected

profits in 3 years

Alternative Energy Company (AIM listed)

£3.3m convertible to allow company to fulfil energy supply contracts with international mining companies

Robust contracts in place to create long term attractive cash flows Transformational capital

Nanotechnology Instrument Company(Pre-IPO opportunity)

Currently Breakeven – capital required to aggressively grow sales and move HQ from New Zealand to UK

£1.2m currently subscribed. Pre-IPIO CLN with EIS equity round planned for late 2014

Financial Services Company (AIM listed)

Capital to enable the establishment of a new business division servicing the leisure industry

£2m placed in escrow to yield 12% plus 8% warrant coverage

Conclusion Low cost mechanism for AIM companies to raise growth capital as economic recovery

gathers pace

• Flexible terms as between coupon; conversion price and redemption rights means price can be adjusted to suit circumstances

• Certainty of funds. Mechanism can be pre-agreed to allow rapid access to capital for acquisition or contract execution

• Covenant-lite terms and willing to take security over IP and other intangible assets that banks traditionally avoid

• Far less dilutive than conventional equity raise

• Ability to repay early or for conversion means debt can be retired or disappear at any time

• On conversion AIM company gains new supportive equity investors

• Can be used in parallel with a conventional equity placing to lessen dilution

Little competition

• No other experienced team offers access to this product for small cap listed companies in London

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Contacts

Richard Hewittrichard@mitreinternational.com07534684301

Karen Waltonkaren@mitreinternational.com07920884500

www.mitreinternational.com

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For further information or an exclusive meeting contact Mitre International Resources.