• Raise capital overseas.
• Build market awareness and shareholder value.
• Avoid the burden of U.S. regulation.
• Get more value out of existing foreign listings.
• Gain easy, inexpensive access to European investors.
• List on a liquid, energy-oriented exchange and raise capital there.
• For Non-U.S. Institutional Investors Only

CEOs of OTC Bulletin Board, NASDAQ Capital Market, Toronto Venture, and American Stock Exchange traded Energy and Natural Resources companies have discovered that small-cap companies that wish to add liquidity and market following for their stock can become listed on one of the liquid stock exchanges of Europe and raise capital they need through a secondary public offering in Europe. Registration, listing and raising capital in Europe is a much shorter process and far less expensive than in the U.S. due to more relaxed regulatory requirements.

We recommend that Energy and Natural Resources companies with good growth prospects consider listing their stock on the Oslo Bors (stock exchange). 

The Oslo Bors provides a simple, quick and cost-efficient way of including shares in exchange trading with reduced formal requirements combined with the opportunity to tap into the ample amount of investment capital available to energy and natural resource companies in Norway. Private companies that have been in business at least three years can go public there, and already public companies can dually list their stock there and raise capital through a secondary offering.

Clayton, Dunning Global Partners LLC, working with its team of Norwegian Investment Banks, Traders, Attorneys and Accountants, can assist with the listing, placement and follow-up building of market following of your stock in Norway and other European countries. Coordinated with your European listing, we can assist you with the raising of private capital from institutional investors in the U.S. Furthermore, we stand ready to help you build your market following in Europe and to build shareholder value by producing institutional research on your Company and distributing it to European institutions, as well as arranging one-on-one meetings and road-show presentations with institutional investors throughout the financial capitals of Europe.

There are two markets for equities: the Oslo Bors and Oslo Axess. The Oslo Bors is a stock exchange that is fully regulated and is a member of the NOREX Alliance, an alliance between stock exchanges in the Nordic and Baltic region. Oslo Axess is an authorized marketplace launched May 2, 2007, for the listing of smaller companies. Fully regulated, it has less stringent admission requirements. At present there are 10 companies listed on Oslo Axess.

The Oslo Bors is a strong market that is growing rapidly. A listing here is a stock exchange listing that is fully regulated. 9.2 billion dollars in new capital were raised through the exchange in 2006, up from 4.5 billion dollars in 2005 . IPO activity is at record levels, with 46 IPOs in 2005 and 32 in 2006. Daily equity trading volume in 2006 was 1.7 billion dollars in 2006, up from 957 million dollars in 2005. 

The Oslo Bors is an international stock exchange. There are 52 stock exchange members in the equity market. 32 of them are “remote members” (international banks), and non-Norwegian investors own about 40% of the equity securities listed on the exchange and conduct approximately 70% of the trading volume.

• Market capitalization of at least NOK 300 million (about USD 50 million).
• Minimum 3 years of operation.
• Must be in commercial phase.
• Minimum 25 percent free float.
• Minimum 500 independent shareholders (round lot holders).

• Market cap of at least NOK 8 million (about USD 1.3 million).
• No requirements with regard to history of company and operations.
• Minimum 25 percent free float.
• Minimum 100 independent shareholders (round lot owners).

• Report in English.
• Report in companies’ local currency.
• Apply internationally accepted accounting standards, e.g. US or Canadian GAAP (if not domiciled within EU. IFRS introduced within EU, and Norway, beginning with 2005
• Quarterly reporting required for primary listed companies.

• Companies may disclose solely in English
• One centralised communication system for: 1) Information as required by Oslo Børs; 2) Filing as required by Norwegian SEC, and 3) Distribution to vendors, news agents, press, etc.
• Similar disclosure requirements as for most regulated markets

• Start: Submit written description of fulfilment of listing criteria.
• Week 1: Introductory meeting with Oslo Børs.
• Week 4: Submit Listing Application to Oslo Bors. Compliance Meeting.
• Week 8: Oslo Bors Board Meeting for Approval of Listing.
• Within Next 45 Days: Prospectus Finalized. First day of listing.