The Listing from Nick Clark, page-2

Afternoon all,

This is from NC

Nick called about a few things - and this time I grabbed the info. we have been discussing that I and apparently several others have been confused about.

I will just list the 'clear' facts as I heard them (after interrupting a few times to keep him on the rails )

From this information - you can make your own thoughts - there is information missing - but, most of the missing information is unknown at this stage ------- not hidden, but, unknown - even by Nick.

I will just list here - no discussion from me - just a list - and I will comment later on my thoughts in response to other replies.

OK

The model is the BHP model.

ASX will be Alexium Limited (or whatever we are atm) ------------------ there is NO change at all in Australia -------------------- no change.

NYSE will be Alexium Inc.

The listing on the NYSE will be Level 3 ADR's (one step down from a fully acquired listing).

This is on the NYSE (not the Nasdaq or anything else).


Nick will just reverse what we have presently ----------------- he will flip the ASX as the primary listing to the secondary listing.

NYSE will become the primary exchange (gets us around Berry Amendment nicely).

Why he chose Level 3 ADR's rather than a fully acquired NY list ticker?

Because for Australia - that means NO change (he says out of respect to Aussie holders).

(If he had have gone full NYSE ticker - we would have had forced migration, DDI's and several other changes including a delisting process).

In Nick's words - "it is just a simple listing - and I am flipping it around and making the ASX listing the secondary listing and the NY listing the primary listing."

So - any shareholder who wants to keep their shares in Australia can do so - they have to do nothing. All invested money stays - everything stays the same. It is entirely up to us as shareholders existing - what we want to do.


Now ------------- IPO

yes, it will be an IPO ----------- and YES, they will be offering stock.


The company will offer a new amount of shares IN AMERICA -------------- it will NOT add to the number of shares in Australia ---------- keep thinking of Australia and America as different.

NC says - remember, it is a separate listing - so we will have whatever we have at the time (now circa 240 million shares) - and that won't change because of the listing --------- so, Aust will have it's circa 240 mil. stock and America will have it's own pool of stock - however many million - issued at whatever price.


Now -------------- market cap.

We would be treating it almost like two different market caps.

Again - at least think of them as different ------------- so - our MC will be whatever it is.

The MC in the US will be whatever comes out of a formula ---------- these are some of the ingredients in the formula (he didn't tell me the formula - just some of the ingredients).

Just one point before I give the ingredients - the amount of capital raised in the IPO - is unknown at this point - NC was at pains to say that some of the numbers people have been talking are way out (including me) -- the amount will be close or fair (guess) in the $10 to $20 million range rather than much higher).

Now the formula for the MC on the day - depends on at least (I am going to go with his words as close as possible) ---

The amount raised in the IPO
The valuation of the company based on the valuations done by all parties.
versus the price that has been given
The number of stocks on the day.
versus how it trades on the day.
versus what the business is worth based in Australia

A complex calculation - an equation done between the SEC, ??????? and the banks.


(hmmmm - work that lot out).

Nick - says the following is important for everyone to understand
The true MC of the business in the US is not a fair value until the first 2 weeks of full trading.
(He gave the example of a company that had a MC of $450 mil. on the day the bell rings - and said that would not have any bearing on what the MC could be in 2 weeks - say $900 million).

None of it has any bearing on the Aussie MC ------------ the only thing the Aussie MC does - is to give us the ability to do this, along with the contracts etc..

(now, NC has had many emails re what MC is required to list ---------- and, he reminds us here - that there are many mechanisms to list ----------- so please don't think there is only one, and please don't think we have to have a large MC to list - that is not true).

So - even though we treat the MC's as different ----------- the Aussie SP will fluctuate up and down 'following' the US (the primary listing).


So - here are a few things that won't be ---

1. This is not complex - it is a simple listing.

1. ------------ CDI's ----------------- there AREN'T any ---------- get that, there are no CDI's. - Just treat it as Australia and America ------------- no ratios, no cdi's.
2. Forced migrations
3. Any other complications that go with a fully acquired NY listing.

That is pretty much it as I remember it all.

Pinto