FSE Listings

Choosing The Frankfurt Stock Exchange for Your Canadian Mining Assets To Go Public

August 14^th 2010 Frankfurt, Germany

The Frankfurt Stock Exchange has been the home of many dual listed Canadian TSX and TSXV companies over the last 10 years, however, in 2006 the beginning of new rules for not dual listing companies from the OTCBB and or lesser boards has caused many companies, especially Canadian companies, to slow down their listings in Germany. However, those companies who did list on the Frankfurt Stock Exchange from Canada did so for the high-volume appetite of the German and European retail market of investors for Canadian Mining Companies, especially Gold, Silver, Coal, Platinum, Uranium,  and or Oil and Gas companies from Canada who went public in Germany.

The reality is that many markets have suffered from the inability of getting their local exchange liquidity and not being able to list their firms on the Frankfurt Stock Exchange as a dual listing, but what many companies are happily discovering is that listing a company directly as a primary listing is just as easy and only takes 4-6 weeks.

FSE Listings Inc can actually show client incorporation documents and the day they were accepted to the market, all of which fall into the 4-6 week range of incorporation. There is no market in the world with the same liquidity as the Frankfurt Stock Exchange that can list a Canadian mining company or asset as a public vehicle. A trading OTCBB has become a thing of the past with unwritten laws soon to be written allowing FINRA to veto any company without reason, DTC has become an almost impossible time consuming group in the USA due to their inability to agree with the SEC registered documents and rules related to the definition of a shell, where companies are just not getting symbols or the ability to trade.

In Frankfurt, a company is registered for electronic trading, a transfer agent is put into place, a designated sponsor (market maker) submits the listing, and the company is up and running with the ability to trade in weeks.

If you are interested in listing a company on the Frankfurt Stock Exchange, consider the following services and required documents:

Firstly Prepare the documentation for your team of FSE Listings Consortium Consultants:

List of Required Documents and Information

• Certificate of Incorporation
• Memorandum
• Articles of Association
• Number of shares outstanding (as per incorporation documents) and par-value per share (also as per incorporation documents)
• Certified Copies of ID’s of the directors and supporting documents (please look at appendix A)
• Business Plan
• Financials (Opening Balance Sheet etc)
• Letter from Auditor with regards to paid in capital or a Solicitor who is holding the funds
• Letter from the CEO Certifying the paid in capital and number of shareholders within the company
• ISIN documentation completed and applied for by FSE Listings Inc

Second Step Documents

• Frankfurt Application Document Signed with above documents.
• Engagement Letter with the Registrar for Electronic Trading within your jurisdiction, For example CREST

1. Upon receipt of registration details create the register of members of ordinary shareholders.
2. Produce and issue the initial ordinary share certificates of entitlement.
3. Liaise with Euroclear UK & Ireland Limited (“EUI”) to ensure all procedures and documentation is in place to enable CREST eligibility of the issued ordinary shares.
4. Issue for signing and return by your firm both the CREST Security Application Form and CREST Enablement Letter.
5. Submit to EUI both the signed CREST Security Application Form and CREST Enablement Letter.

Secondly, ensure you have a consultant from FSE Listings Inc who can perform the following tasks with the documentation supplied:

Consulting Services:

• Initial due diligence
• Prepare and coordinate drafting of a Company securities prospectus/expose for admission to the Frankfurt Stock Exchange for IPO
• Liaising with company management for all due diligence documentation required in respect of the IPO listing
• Preparation of all other documents required for admission to trading and commencement of trading on the Frankfurt Stock Exchange
• Appoint and work with Share Registrar of Company to have shares registered
• Activate electronic share registration system with Share Registrar and share clearing system in Germany
• Joint presentation of the application for the listing of new shares for IPO by Company
• Liaison with Frankfurt Stock Exchange
• Drafting and coordinating publication of any mandatory announcements
• Application for the start of trading on the Frankfurt Stock Exchange for the Company’s IPO.
• Assist in transfer of shares via CREST/CLEARSTREAM into the electronic trading system.

Services include the cost of the Sponsor, Listing, Filings, Incorporation, and documentation preparation.

Contact info@fselistings.com today if you are interested in listing on the Frankfurt Stock Exchange!

FSE Listings Inc guarantees the success of your listing! www.fselistings.com

Contact us with your information!

Please include:

• Company Name
• Contact Name
• Contact Number
• Contact Email
• Amount of Capital invested to date
• Amount of Capital required
• Reasons for wanting to list
• Description of Business
• Website if available

Contact Robert Russell or Mark Bragg today!

• Robert Russell Russell@fselistings.com
• Mark Bragg Info@fselistings.com
•  New York: +1-914-613-3889
• UK: +44(0)2081235719
• Hong Kong: 81753591
• South Africa: +27110836116
• www.fselistings.com

Canadian Markets Need To Consider Listing Somewhere other than the US and the TSX, Frankfurt Appears to be the best Option

August 14^th 2010 (Frankfurt, Germany)

Canadian markets are facing the potential of a second recession with the capital markets and brokerage firms preparing for potentially another slide in investor confidence. With September approaching, which is not typically a good month in North America, Canadian companies need to consider where they can best access capital for their company.

The US Market takes at least 6-12 months to list a Canadian Company, and relatively similar within the TSXV and CNSX, therefore, choosing to list in these markets not only takes long, but the initial sponsor raised capital may not be readily available as brokers scale back on the number of deals they are doing. Thus, the company puts the ball into the hands of regulators, brokers, and debtors to scrutinize their activity and viability over a long arduous period of time.

The Frankfurt Stock Exchange experience in contrast lists companies within a 5-6 week period, of which, investor road-shows can begin immediately upon listing and capital raising activities allow Canadian mining, technology, and industrial firms to raise $5 – $10 Million dollars without being held back by regulatory approvals or broker dealer options and warrants.

Why list on the Frankfurt Stock Exchange, and why is it superior to the alternatives?

• The Frankfurt Stock Exchange is the world’s third largest trading center for securities and Germany’s largest exchange.
• German investors, both institutional and private, who have held back from investing for many years by government restraints and their own conservatism, are now actively searching for small to mid-size Australian, U.S. and Canadian companies to invest in.
• The German Frankfurt Exchange has a primary market consisting of more than 100 million people, and has the fastest rate of growth and the highest income per head in the EU.
• European investors invest for the long term. And in most European countries there are major tax benefits for holding on to purchased stock for a certain amount of time as opposed to “dumping” it immediately into the market. The lack of investors that instantly sell a company’s stock allows for stability in stock price and opportunities for growth. Compared to the listing on other exchanges, such as the NASDAQ, OTC Bulletin Board, Canadian Venture Exchange (TSX) or the Alternative Investment Market (AIM) in London, Frankfurt stands out because of the ease of entry, (Audited financials are not required), fast process and low annual fees.
• Today, with a total turnover of €5.2 trillion per year the Frankfurt Stock Exchange strengthens its position as the world’s 3rd largest trade-place for stocks and the world’s 2nd largest by market capitalization.

FSE Listings Inc guarantees the success of your listing! www.fselistings.com

Contact us with your information!

Please include:

• Company Name
• Contact Name
• Contact Number
• Contact Email
• Amount of Capital invested to date
• Amount of Capital required
• Reasons for wanting to list
• Description of Business
• Website if available

Contact Robert Russell or Mark Bragg today!

• Robert Russell Russell@fselistings.com
• Mark Bragg Info@fselistings.com
•  New York: +1-914-613-3889
• UK: +44(0)2081235719
• Hong Kong: 81753591
• South Africa: +27110836116
• www.fselistings.com

FSE Listings Inc announces new Canadian Companies listing on the Frankfurt Stock Exchange from the NEX, TSX, TSXV, CNQ, and CNSX

August 14^th 2010 (Frankfurt, Germany) FSE Listings Inc announces new Canadian Companies listing on the Frankfurt Stock Exchange. Three companies from Calgary, Alberta have recently stepped forward and two companies from Toronto, Ontario looking to list on the Frankfurt Stock Exchange.

Several companies find the difficulty to stay as an operating entity on the Toronto Stock Exchange second tier challenging in the current market place where several Canadian Brokers cannot or will not perform a financing for their companies. With the appropriate capital-in, these companies are attractive listings for the Frankfurt Stock Exchange whereby they can begin with their assets and current shareholder base a “fresh-start” in a new market.

Many firms on the TSX, TSXV, NEX, CNQ, CNSX, and related Canadian Exchanges fit the criteria of a primary listing on the Frankfurt Stock Exchange. The companies have substantial investment-in and shareholders, a tangible asset that only requires further financing, however, they are in illiquid Canadian markets or lack the appeal to work with a broker dealer.

As one Canadian firm said, “Listing on the Frankfurt Stock Exchange in 5 weeks from incorporation of a holding company, and starting fresh is much better than trying to bring a company back to life from the NEX market or paying out the high-fees demanded by TSX compliance. Frankfurt is simply a better option, Canadians are familiar with it, and its RRSP eligible.”

The Frankfurt Market offers a considerable amount of liquidity, much more than one can expect from a lesser listing, and obviously much better than no listing at all. The fact we can list companies in 5-6 weeks from incorporation, we have perfected the due diligence process and preparation for new clients down to a listing science making us one of the most sought after teams in the small cap markets.” Mark Bragg of FSE Listings Inc and OTC Listings.

FSE Listings Inc has been operating as the Frankfurt Stock Exchange Listings Consortium since 2000, listing companies on the Frankfurt Stock Exchange and US OTCBB. With several hundred firms listed within the professional consortium of Listing Partners, Lawyers, Accountants, and Partners, FSE Listings remains one of the most successful and industry relied upon professional groups.

Why list on the Frankfurt Stock Exchange, and why is it superior to the alternatives?

• The Frankfurt Stock Exchange is the world’s third largest trading center for securities and Germany’s largest exchange.
• German investors, both institutional and private, who have held back from investing for many years by government restraints and their own conservatism, are now actively searching for small to mid-size Australian, U.S. and Canadian companies to invest in.
• The German Frankfurt Exchange has a primary market consisting of more than 100 million people, and has the fastest rate of growth and the highest income per head in the EU.
• European investors invest for the long term. And in most European countries there are major tax benefits for holding on to purchased stock for a certain amount of time as opposed to “dumping” it immediately into the market. The lack of investors that instantly sell a company’s stock allows for stability in stock price and opportunities for growth. Compared to the listing on other exchanges, such as the NASDAQ, OTC Bulletin Board, Canadian Venture Exchange (TSX) or the Alternative Investment Market (AIM) in London, Frankfurt stands out because of the ease of entry, (Audited financials are not required), fast process and low annual fees.
• Today, with a total turnover of €5.2 trillion per year the Frankfurt Stock Exchange strengthens its position as the world’s 3rd largest trade-place for stocks and the world’s 2nd largest by market capitalization.

FSE Listings Inc guarantees the success of your listing! www.fselistings.com

Contact us with your information!

Please include:

• Company Name
• Contact Name
• Contact Number
• Contact Email
• Amount of Capital invested to date
• Amount of Capital required
• Reasons for wanting to list
• Description of Business
• Website if available

Contact Robert Russell or Mark Bragg today!

• Robert Russell Russell@fselistings.com
• Mark Bragg Info@fselistings.com
•  New York: +1-914-613-3889
• UK: +44(0)2081235719
• Hong Kong: 81753591
• South Africa: +27110836116
• www.fselistings.com

Regulated Market

As of November 1, 2007, the subdivision of the Official and the Regulated Markets no longer exists. Securities entered into these markets on or since this date are now listed only on the regulated market.

The admission and follow-up requirements of the former Official Market (Amtlicher Markt) apply for the Regulated Market. This also applies to the entry requirements, which previously differed in the two markets: The company must have existed for at least three years; the estimated market value of the shares, or, in the case that an estimate cannot be made, the capital of the company itself must be at least 1,25 million euros, 25 percent of which must be owned by diversified holdings.

The Regulated Market is an organised market in accordance with article 2, paragraph 5 of the Securities Trading Act. This means that the admission and follow-up requirements for the participants and the organisation of trading are legally regulated.

Before being admitted to trading, issuers are required to undergo an approval process as stipulated by public law. Together with at least one bank, a financial service institution, or a company that does business under the provisions of article 53, paragraph 1, no. 1, or article 53b, paragraph 1, no. 1 of the Banking Act, prospective participants must submit an application to the Admissions Board of the respective exchange. Companies already listed on the Regulated Market at one German exchange can apply for admission to another exchange without a supporting institution.

In addition to the admission requirements, issuers on the Frankfurt Stock Exchange opt for a transparency standard. Issuers in the regulated market can choose either the general or the prime standard. Issuers in the open market choose the admission standard. This choice depends on the admission and follow-up requirements.

LIST YOUR COMPANY THROUGH WWW.FSELISTINGS.COM TODAY! NO MONEY DOWN GUARANTEED LISTINGS

Registrar company

An outside company that administers shareholders’ records for issuers of registered shares.

In addition to maintaining the shareholders’ record, a registrar company supports issuers in organizing the Annual General Meeting, implementing IR campaigns, and undertaking changes to the capital stock.

CONTACT INFO@FSELISTINGS.COM TODAY TO GO PUBLIC ON THE FSE

Xetra

Electronic cash market trading system

Around 320 European banks and securities trading houses currently (January 2004) use the Xetra® (Exchange Electronic Trading) system to trade the full range of shares listed on FWB® Frankfurter Wertpapierbörse and more than 10,000 warrants. Xetra is available between 9.00 a.m. and 17.30 p.m. Buy and sell orders placed by licensed brokers throughout the world are compared in a central computer and automatically executed when the number of shares and price are found to match. Designated Sponsors provide for additional liquidity during trading.

Xetra currently accounts for 75 percent of exchange turnover in German shares. In the case of the 30 DAX® blue chips, Xetra’s market share comes to more than 95 percent.

Listing

A security is listed for trading on the exchange.

“Listing” means that a security – a stock, bond, etc. – is now available to be traded on a specific market segment within an exchange. When a security is listed on FWB® Frankfurter Wertpapierbörse (the Frankfurt Stock Exchange), it is tradable on the exchange floor and/or on the Xetra® electronic trading system.

If the listing is for share in a company and the admission occurs on a publicly regulated market (Prime Standard and General Standard), then it is referred to as share placement. If the company also raises new capital and is legally required to provide a prospectus when making the placement, this is called an initial public offering (IPO).

GO TO WWW.FSELISTINGS.COM TO GET MORE INFORMATION ON LISTING, OR CONTACT INFO@FSELISTINGS.COM

Market maker

Bank or securities trading house that quotes binding buy and sell prices for a security.

Market makers guarantee that a security can be traded on an ongoing basis, thereby ensuring the liquidity and viability of the market. Through their readiness to step in as a counterparty at any time, market makers compensate for the inconsistent order flows of investors and stabilize the market when temporary imbalances occur. They are usually assigned to support trading in inactive stocks.

At FWB® Frankfurter Wertpapierbörse (the Frankfurt Stock Exchange), market makers are known as Designated Sponsors.

Prospectus

Brochure published by the issuer of a security. It contains general information on the company and the placement of the security.

An issuing prospectus contains all key information about the security: the issuer, corporate structure, financial situation, business activities, as well as all executive bodies and companies involved in the floatation. The issuer and the issuing syndicate are responsible and liable for the accuracy of the contents of the prospectus (prospectus liability).

Since 1991, each issuer of securities which are being offered publicly for the first time in Germany is obliged to publish an issuing prospectus. The prospectus obligation becomes obsolete if the securities are only offered to a limited number of persons – e.g. if they are only offered to persons who purchase or sell securities professionally or commercially for own account or for third party account, such as banks – or are offered to employees either by their own employer or by a company affiliated to their employer.

The issuing prospectus may not be published until publication has been permitted by the German Financial Supervisory Authority (BAFin) or until 10 working days have elapsed after the BAFin has received the prospectus without the BAFin having forbidden its publication.

The minimum content required for an issuing prospectus is regulated in the Ordinance on Securities Sales Prospectuses (VerkProspG). Issuers who apply for admission to the Official Market must draw up an issuing prospectus which fulfills the requirements of an exchange admission prospectus. The content is determined by the Stock Exchange Act (BörsenG) and the Exchange Admission Ordinance (BörsenZulVO). The accuracy of all information required is examined by the Admission Board of FWB Frankfurter Wertpapierbörse (the Frankfurt Stock Exchange), which decides whether to admit the company.

In addition, a prospectus with which a company applies to be admitted to the Official Market, Regulated Market or Neuer Markt segments of the Frankfurt Stock Exchange should adhere to the requirements of the Going Public Principles which were published on 15 July 2002 and which will come into effect as per 1 September 2002. Since July 2002 (Fourth Financial Market Promotion Act), the prospectus must also be made available in electronic form for publication on the Internet.

Since July 2005 the prospectus are being made available by the Financial Supervisory Authority (BAFin) in a internat database at bafin.de.

Synonyms: Offering Circular

IF YOU NEED A PROSPECTUS FOR THE FRANKFURT STOCK EXCHANGE AND PLAN ON LISTING ON FRANKFURT CONTACT INFO@FSELISTINGS.COM

Stock exchange

Organized market for securities trading. (Auch: Börsengebäude)

Exchange trading takes place at established times, with the exchange itself performing the following main functions:

· Bringing together supply and demand (market function)

· Creating an environment in which companies can raise capital by issuing securities (mobilization function)

· Guaranteeing that securities can be sold and transferred at any time (substitution function)

· Determining the current market price for an individual stock, and thus the market value of the company in question (valuation function).

The key indicators for the size of stock exchange are the stock exchange turnover and market capitalization.

As stipulated in the German Stock Exchange Act, the supervision of the regional stock exchanges is handled by the government of the respective states (Länder). Higher-level tasks which affect exchanges throughout Germany, such as the ordinance of stock exchange rules and regulations and the terms and conditions of business, are assigned to the bodies of the stock exchange, which include in particular the Exchange Council (Börsenrat) and Business Management. The decision to establish or close down an exchange is made by the State Exchange Supervisory Office, which is the highest authority at the state level.

Depending on the focus of their activities, stock exchanges are classified according to the following criteria:

1) Goods traded (securities exchange, precious metals, currency and commodities exchange)

2) Type of transaction (cash market, derivatives market)

3) Organization (floor trading, computer-based trading).

CONTACT INFO@FSELISTINGS.COM OR www.fselistings.com for more information on going public on the Frankfurt Stock Exchange