Disposal and Notice of EGM

Mentum Inc.

("Mentum" or "the Company")

Disposal of Business

Adoption of Investing Strategy

and

Notice of Extraordinary General Meeting

Mentum (AIM: MEN) announces that it has agreed to sell the LME trading activities and related subsidiaries, assets and liabilities. This disposal will allow the Company to focus on an alternative investment proposition that the Board believes can deliver enhanced value to shareholders. Details of the proposals are set out in the Chairman's letter below and in a circular (the "Circular") which is being sent to shareholders today and will also be made available for download from the Company's website.

This disposal constitutes a fundamental disposal pursuant to Rule 15 of the AIM Rules for Companies ("AIM Rules") and requires the approval of shareholders. Following this disposal, Mentum will be classed as an investing company under Rule 15 of the AIM Rules and the proposed investing strategy is set out in the Circular to be sent to shareholders today. Having reviewed a number of business sectors and potential opportunities it is the opinion of the Board that the Company's investing strategy should be to seek business opportunities in the Oil & Gas sector and the Board is confident that a suitable business will be identified over the coming year.

Background to the disposal

Throughout 2009 and 2010 Mentum expanded the management team with a remit to expand the Group's operations into new but related business activities in an attempt to mitigate the risk of relying on a single source of income. Unfortunately, this approach was not successful and the related activities have been terminated and the management team reduced. During 2011 the Board undertook a thorough review of the business and concluded that the continued challenging market conditions for commodities based funds and products taken together with the Group's reduced financial resources made the Group's current activities unsuitable for a small AIM listed company such as Mentum, particularly as the focus of the business reverted back to the single core revenue stream derived from trading on the London Metal Exchange. Throughout the year to date, the Group has taken significant steps to reduce costs in the business, as part of cost reduction exercise previously announced.

Commenting, Graham Porter, Non-executive Chairman and interim CEO, said: "We have written to shareholders today setting out the details of the Board's proposals. We would like to thank our shareholders for their patience and continued support whilst the Company undergoes a major transformation and change of investment strategy to one which focuses on the Oil & Gas sector."

Chairman's letter to Shareholders

1. Introduction

The Board of Mentum announces that it has entered into a conditional transaction to dispose of certain of its assets to Corvus Capital Limited (the "Buyer") and to novate its interest in a profit sharing agreement with Sucden Financial Limited ("Sucden") to Corvus Commodities Limited ("Corvus") (together referred to as the "Transaction"). Specifically, Mentum has entered into a conditional sale agreement ("Agreement") to sell:

(i) the entire issued share capital of its wholly owned subsidiaries, Mentum Investments Limited

("MIL") and Mentum Partners Limited ("MPL") (the managing partner of Mentum LLP ("MLLP")) (together, the "Subsidiaries");

(ii) the 25,000 B shares of 1p each in the capital of LME Holdings Limited ("LME") ("LME Shares") currently owned by the Company; and

(iii) all of Mentum's cash at completion of the Transaction save for US$1,550,000 ("Retained Cash"), estimated to be approximately US$1,000,000 as at the date of this announcement, to the Buyer (the "Disposal").

The Company has also entered into a deed of novation and amendment ("Deed of Novation") with

Sucden, Corvus (a wholly owned subsidiary of the Buyer) and MIL, under the terms of which, on

completion of the Disposal ("Completion"), the profit sharing agreement entered into between Mentum, Sucden and MIL on 1 September 2009 and subsequently amended on 14 December 2009 ("Sucden Contract") will be novated to Corvus at no cost to the Company. Pursuant to the Deed of Novation, Sucden has also agreed to certain minor amendments to the Sucden Contract requested by Corvus. None of these amendments would have been agreed to by Sucden if the Transaction were not taking place.

The total consideration payable by the Buyer in respect of the Disposal is £1.00, together with additional consideration (if any is payable) arising out of any transaction entered into by the Buyer or Corvus within 9 months of Completion which would result in a disposal by the Buyer or its subsidiaries of the rights and obligations in the Sucden Contract acquired pursuant to the Deed of Novation. Under the existing terms of the Sucden Contract, Mentum can only terminate its obligations by giving 12 months' notice (during which period it would be obliged to guarantee a minimum income to Sucden of £3,250,000 (approximately US$5,200,000)) or immediately on payment of a sum of £8,000,000 (approximately US$12,800,000). Pursuant to the Deed of Novation, these liabilities will be extinguished.

The Sucden Contract entitles Mentum to receive 75 per cent. of the net revenues of the Sucden trading team on the London Metal Exchange in exchange for which Mentum provides a 100 per cent. guarantee against losses and also provides a guarantee that Sucden's share of net revenues will be a minimum of £3,250,000 per annum (approximately US$5,200,000). Whilst the Sucden Contract was initially highly profitable, the net revenues generated by this agreement have declined over time which in turn led to the decision to expand the Group's operations into new but related activities in an attempt to mitigate the risk of relying on a single source of income. The management team at the time incorporated the Subsidiaries to undertake the new activities and to provide related management support. A new commodities fund was also acquired. These activities were not successful and trading in these new ventures has now ceased. Although no longer trading, the Subsidiaries retained substantial residual liabilities.

The Subsidiaries, the Sucden Contract and the LME Shares comprise all of the existing commodities trading business of Mentum (the "Business"). As at the year ended 31 December 2010, the Business produced a loss before tax of US$5,474,000. In the interim accounts for Mentum as at 30 June 2011 (the "Interim Accounts"), the Subsidiaries were held at a book value of £3.00 (approximately US$5.00) and the LME Shares at US$2,804,000. The Sucden Contract was not recorded as either an asset or a liability in the Interim Accounts. The Board notes that the Subsidiaries have substantial liabilities which, together with the benefit of the elimination of the termination liabilities of the Sucden Contract, significantly exceed the value of the assets and cash being transferred under the Transaction. In addition, Mentum also owns the entire issued share capital of Mentum Management Services Limited ("MMS"), a subsidiary which has until recently operated as a service company providing management services to the Company and the Subsidiaries (together referred to as the "Group"). Since MMS does not form part of the Business

and, in addition, has certain existing liabilities which are unrelated to the Business, the Buyer does not wish to acquire it as part of the Disposal. Therefore, Mentum will retain its ownership of MMS following Completion.

The Disposal constitutes a fundamental change of business of the Company pursuant to Rule 15 of the AIM Rules for Companies ("AIM Rules"). Accordingly, Completion is conditional, amongst other things, on the approval of Shareholders at an Extraordinary General Meeting of the Company, to be held at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG at 11.00 a.m. on 13 December 2011, notice of which is enclosed with the Circular. Your Board is also seeking Shareholder approval at the EGM for its proposed new investing strategy because, following the Disposal, the Company will be classified under the AIM Rules as an investing company.

2. Proposed Disposal

On 10 March 2011, the Board met to discuss the recent disappointing trading history of the Business and to reconsider the opportunities available to the Group to determine an appropriate strategy to preserve shareholder value. It was noted that the Group had substantial ongoing financial commitments and liabilities and, in addition, was failing to provide any substantial revenue stream. Since March 2011 there has been no improvement in the financial position of the Group and the Board is becoming increasingly concerned that the Group may struggle to generate substantial trading profits in the future.

The Sucden Contract (pursuant to which Mentum is entitled to receive a proportion of the trading profits of the LME trading team in return for which it guarantees a minimum level of income to Sucden of £3,250,000 per annum), whilst historically a profitable contract for the Company has recently been loss making and, in addition, exposes the Company to potential future cash calls triggered by daily close mark-to-market adjustments which it might not be able to meet from its existing cash resources (although it should be noted that the Board has in place risk management procedures designed to manage the Business' risk profile with the objective of protecting the Company against exposure to any cash calls that it cannot make). The Sucden Contract provides that Mentum can only terminate the contract on giving 12 months' notice or immediately on payment of a sum of £8,000,000 (approximately US$12,800,000) to Sucden. Given Mentum's current financial position, the Board is concerned as to the impact on its financial resources of meeting the costs of (a) any cash calls that might arise under the Sucden Contract; and (b) closing out its existing trading positions, over the course of the next 12 months. As a result the Board does not believe that issuing notice to terminate the Sucden Contract is a prudent course of action. The novation of the Sucden Contract to Corvus will allow Mentum to be released from these potential liabilities at no cost to itself.

The LME Shares are non-voting and non-participating shares. Whilst the Board is aware of the recent media speculation regarding a possible sale of the London Metal Exchange, the Board believes that, notwithstanding the value attributed to the LME Shares in the Interim Accounts, these shares currently have little immediately realisable value and that there is no market in these shares at this present time. In any event, the Board believes that any value attributable to these shares would be far outweighed by the financial exposure to continued trading and the existing losses and liabilities of the Subsidiaries and is likely to be substantially lower than Mentum's minimum income guarantee to Sucden of £3,250,000 per annum (approximately US$5,200,000). In this regard, notwithstanding that the initial consideration payable by the Buyer in respect of the Disposal is £1.00, the Buyer has insisted that as a term of it acquiring the Subsidiaries, it is given sufficient working capital by Mentum to allow it to manage the Subsidiaries'' liabilities in good order.

At 30 September 2011, the management accounts of Mentum record aggregate net liabilities of the Subsidiaries at approximately US$1,789,000.

The Board has therefore concluded that the Group's existing operations are no longer appropriate as a stand alone business within an AIM company and accordingly that the Company's and Shareholders' interests would be best served by disposing of the Business on the terms set out in the Agreement and the Deed of Novation and adopting a new investing strategy to invest in a business which would be expected to provide a greater enhancement in Shareholder value over the long term.

On Completion, Mentum will have no remaining interest in the commodity trading business and its sole assets will be the proceeds of the Disposal, the Retained Cash net of costs and the entire issued share capital of MMS.

MMS has ceased to trade and has a number of liabilities which it is not able to satisfy from its own cash resources. Historically MMS has relied upon the support of its parent company to continue trading. Mentum was prepared to provide this support on a case by case basis for so long as MMS provided management services to the Group. The Board does not consider that Mentum is under any obligation to continue to provide support to MMS but has agreed to make some limited funds available to, and has entered into negotiations with, the third party creditors of MMS with a view to settling these liabilities at a significant discount to book value. Agreement has now been reached with all creditors of MMS except one and payment has already been made in respect of agreed settlements. The remaining creditor, whose total claim is approximately £90,000, is David Phipps, the former CEO of Mentum who led the failed attempt to expand the Group's operations. MMS paid Mr Phipps £62,500 following termination of his employment with MMS and Mentum is unwilling to provide the funds to MMS to settle the remaining balance on more favourable terms than other creditors of the company he managed. If agreement cannot be reached with Mr Phipps, Mentum believes it will have no alternative other than to put MMS into insolvent liquidation. Given that Mentum is by far the largest creditor of MMS the Board does not anticipate by reason of the mutual credits and set off provisions set out in Rule 4.90 of the Insolvency Rules 1986 that Mr Phipps will receive any payment in the event of an insolvent liquidation of MMS. The Board has received notice that Mr Phipps may attempt to issue proceedings against the Company itself in respect of his claim. Having taken advice the Board is confident that any such claim would be without merit.

Principal Terms of the Disposal

The Company has entered into the Agreement pursuant to which it has agreed to sell to the Buyer the LME Shares and the entire issued share capital of each of the Subsidiaries. In addition, given that the Subsidiaries currently have existing net liabilities of US$1,789,000, the Company has agreed to transfer to the Buyer on Completion all of its existing cash other than the Retained Cash. The Board estimates that the cash payable to the Buyer after payment of costs and receipt of the deposit payable under the Sucden Contract will be approximately US$1,000,000. Completion is conditional upon, amongst other things:

·; the consent of Shareholders to the Disposal at the EGM and approval of the proposed investing strategy;

·; completion of the Deed of Novation; and

·; consent from the LME to the transfer of the LME Shares (although Corvus will be entitled to waive this condition at its own discretion).

The conditions must be satisfied on or before 31 December 2011, failing which the agreement in respect of the Disposal will lapse.

The Buyer will pay £1.00 in cash to the Company on Completion. The Buyer has agreed to pay the Company 20 per cent. of the proceeds (after taking into account any capital injected into the subsidiaries after Completion) of any transaction entered into by the Buyer or Corvus within the nine months after Completion which results in a disposal by the Buyer or its subsidiaries of the rights and obligations in the Sucden Contract acquired pursuant to the Deed of Novation.

The Company has provided customary warranties in the Agreement as to its title to the shares in each of the Subsidiaries and the LME Shares and its authority to enter into the sale agreement ("Warranties"). The Company has not given any warranties as to the trading of the Subsidiaries. The Company's liability under the Warranties is limited to the Consideration and professional or other out of pocket expenses reasonably incurred by the Buyer in respect of the Disposal (subject to a cap of £50,000).

The Deed of Novation provides for, amongst other things, the novation of all of Mentum's existing rights and obligations under the Sucden Contract to Corvus. Pursuant to the Deed of Novation, Mentum will be released in full from any further liabilities or obligations arising under the Sucden Contract and, in addition, will be repaid the full amount of the deposit of £2 million it originally made available to Sucden on execution of the Sucden Contract. The amount of this deposit has been included in the calculations of the estimated cash available to Mentum, approximately, US$1,000,000 of which will be payable to the Buyer on Completion to meet the Subsidiaries' liabilities.

3. Related Parties

Pursuant to the terms of the Agreement, the Buyer has warranted to the Company that it has no interest in the share capital of the Company and, in addition, that there are no arrangements, agreements or undertakings relating to the Business or the assets of the Group between the Buyer, any member of the Buyer's group of companies or any of their respective directors, officers or associates and any other person. Therefore, for the purposes of the AIM Rules, the Buyer will not be treated as a related party of the Company.

4. The Company's operations following the Disposal

Following Completion, the Company will have no material liabilities other than its general overheads and expenses (including expenses incurred in relation to the Disposal). The Company intends to use the funds that become available to it following Completion to meet its costs arising out of the Disposal, estimated to be £120,000, to provide working capital for the day-to-day administration of the Company and to pursue the proposed investing strategy until such time as it can make investments in accordance with the proposed investing strategy, further details of which are set out in paragraph 5 below.

As at 17 November 2011, the Company had cash resources of approximately US$733,000.

5. Proposed investing strategy

The Board has determined that the Company's investing strategy will be to seek opportunities in the oil and gas sector.

The Company's objective is to generate an attractive rate of return for Shareholders, predominantly through capital appreciation, by taking advantage of opportunities to invest in the oil and gas sector. In the first instance the Company is seeking to make an acquisition within 12 months of the EGM which would be deemed a reverse takeover and therefore require Shareholder approval. Following the initial acquisition, as the holding company of an operating business and/or oil and gas assets, complementary or unrelated acquisitions in the oil and gas sector may be made. The Company will seek investment opportunities to exploit rights to oil and gas resources or to provide services to third parties engaged in this activity throughout the world with a particular focus on Central and Eastern Europe and Central Asia, the North Sea and Africa (particularly West Africa) which the Directors believe are undervalued and where one or more such transactions have the potential to create value for Shareholders.

The Company would seek to acquire interests in oil and gas related businesses, which may be achieved through acquisitions, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project.

The strategy of the Company will be to leverage the contacts of the Board and the Company's consultants to investigate the current opportunities available to the Company with a view to identifying appropriate target investments in the oil and gas sector with some or all of the following characteristics:

·; a strong management team;

·; significant growth prospects;

·; the likely benefit of achieving enhanced potential from access to additional working capital;

·; the likelihood of benefits accruing from being part of a group with publicly traded shares;

·; the scope for mutually beneficial synergies between the Company's management and any target investments; and

·; the prospect of improved financial efficiencies and controls when integrated into a larger organisation.

The Directors' preference is to acquire 100 per cent. of any potential target investment to obtain the full benefit of their growth prospects. Equity interests, however, of less than 100 per cent. Will be considered. The Company's investing strategy is intended to be long-term. If circumstances, however, arise whereby an acquired business or company may be floated in its own right, or disposed of at a suitable premium, such opportunities will be considered.

The Company will have to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its investing strategy within 12 months of the EGM, failing which the Ordinary Shares would then be suspended from trading on AIM. If the Company's investing strategy has not been implemented within 18 months of the EGM then the admission to trading on AIM of the Ordinary Shares would be cancelled and the Directors will convene a general meeting of the Shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders.

6. Board composition following the Disposal

The composition of the Board will remain unchanged following Completion. The Directors will review the composition of the Board on an ongoing basis and intend to appoint additional executive and/or non executive directors at appropriate stages in the Company's development.

7. EGM

A notice of EGM is set out in the Circular convening the EGM to be held at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG at 11.00 a.m. on 13 December 2011 at which resolutions will be proposed to:

7.1 approve by ordinary resolution the disposal of the Business to the Buyer and Corvus, the principal terms of which are set out in the Circular and in accordance with the terms and subject to the conditions of the Agreement and the Deed of Novation and that the Directors be authorised to take all such steps as any of them may consider necessary or desirable to implement and give full effect to the intentions of the parties under the Agreement and the Deed of Novation (including agreeing any amendments or waiver or variation of the terms and conditions of the Agreement and the Deed of Novation as they may, in their sole discretion deem fit, appropriate or necessary); and

7.2 approve by ordinary resolution, the change in the Company's investing strategy as set out in the Circular and that the Directors be authorised to take all such steps as any of them may consider necessary or desirable to implement the investing strategy.

8. Undertakings to vote

The Company has received irrevocable undertakings to vote in favour of the Resolutions from certain Shareholders who hold, in aggregate, 86,158,851 Ordinary Shares, representing 24.67 per cent. of the existing issued share capital of the Company.

I have also provided an irrevocable undertaking to the Company to vote in favour of the Resolutions in respect of the 49,750,000 Ordinary Shares which I hold (which is included in the overall figure given above). These Ordinary Shares represent 14.24 per cent. of the existing issued share capital of the Company.

9. Recommendation

The Directors believe that the disposal of the Business and change in strategy are in the best interests of the Company and the Shareholders as a whole and accordingly recommend that Shareholders vote in favour of the Resolutions.

Graham Porter

Non-Executive Chairman and Interim CEO