22nd Dec 2006 07:30
Netcentric Systems PLC22 December 2006 Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, Republic of South Africa or Japan 22 December 2006 Netcentric Systems Plc Proposed acquisition of The Oil Mining Company Inc. Proposed placing of 51,238,000 new Ordinary Shares of 0.5p each at a price of 2.5p per share Proposed waiver of Rule 9 of the City Code on Takeovers and Mergers Proposed change of name to "TomCo Energy Plc" Proposed changes to Memorandum and Articles of Association Application for admission to trading on AIM Notice of Extraordinary General Meeting Certain definitions and terms apply throughout this announcement and yourattention is drawn to the table at the end of this announcement where thesedefinitions and terms are set out in full. Netcentric Systems PLC ("Netcentric" or "the Company") has today conditionallyagreed to acquire the entire issued share capital of The Oil Mining Company Inc("TomCo") through the issue of 200,000,000 new Ordinary Shares, valuing TomCo at£5 million at the Placing price of 2.5p and approximately £2.05 million based onthe closing mid-market price of 1.025 pence per Ordinary Share on 29 June 2006,being the day immediately prior to the suspension of the Company's shares fromtrading on AIM under Rule 15 of the AIM Rules. With today's announcement thatsuspension has been lifted. The Company is also raising up to £1,280,950 million before expenses through thePlacing of 51,238,000 new Ordinary Shares in the Company. The net proceeds ofthe Placing will be used to fund the acquisition of producing oil wells andproven shallow drilling prospects in the USA with the balance used to meet theworking capital requirements of the enlarged Company. TomCo is a company incorporated in Utah, USA, which holds two State of Utah oilshale leases comprising approximately 2,918 acres in the Green River oil shaleformation and which are estimated to contain some 230 million barrels of oil.Shell has announced that its in situ extraction technology could be economic atoil prices of US$30 per barrel. The Company's strategy following completion will be twofold. Firstly, to holdthe TomCo leases as a long-term asset to be exploited when the commercialconditions are suitable. Secondly, to acquire and develop conventional oilassets in the USA. Led by Howard Crosby and John Ryan, the Company willconcentrate principally on acquiring participations in shallow producing oilwells and intends to establish a portfolio of principally oil producingproperties which will provide cash flow for the enlarged Company. On completion,John Ryan, a director of TomCo and a vendor, will be appointed to the Board.John Ryan and Howard Crosby, an existing director of the Company, haveco-invested and been co-directors of a number of resource companies, primarilyin the USA. Companies in which Mr Ryan and Mr Crosby have been investors anddirectors include Cadence Resources, which rose in value from under US$1 millionin 2001, when the company adopted its oil and gas investment strategy, to overUS$450 million in June 2006, when Mr Crosby stepped down as a director andPlatinum Diversified Mining Inc, which raised US$77.9 million net of expensesand was admitted to AIM in March 2006. If the relevant Resolutions are duly passed at the EGM, the Company's existingtrading facility on AIM will be cancelled and the Company will apply for theEnlarged Share Capital to be admitted to trading on AIM. Admission is expectedto take place on 16 January 2007. In view of the size and nature of the Acquisition, it is a reverse takeover ofthe Company under the AIM Rules. Accordingly, the Acquisition is conditional onthe approval of the Shareholders. A circular will be sent to shareholders todaytogether with a notice of EGM containing a number of proposals including awaiver of Rule 9 of the City Code on Takeovers and Mergers and the change of theCompany's name to TomCo Energy Plc Strand Partners Limited is the Company's nominated adviser and broker. For further information: Simon Raggett/Warren Pearce +44 (0)207 409 3494Strand Partners Limited Simon Rothschild/Louise Mason +44 (0)20 7367 8888Bankside Consultants Strand Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as nominated adviser and brokerto the Company in connection with the Acquisition, Placing and proposedadmission of the Enlarged Share Capital to trading on AIM. Its responsibilitiesas the Company's nominated adviser and broker under the AIM Rules are owedsolely to the London Stock Exchange and are not owed to the Company or to anyDirector or Proposed Director or to any other person in respect of his decisionto acquire shares in the Company in reliance on any part of this announcement.Strand Partners Limited is not acting for anyone else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to its clients or for providing advice in relation to the contents ofthis announcement or the Acquisition, the Placing or the proposed admission ofthe Enlarged Share Capital to trading on AIM. No representation or warranty,express or implied, is made by Strand Partners Limited as to the contents ofthis announcement, without limiting the statutory rights of any person to whomthis announcement is issued. The information contained in this announcement isnot intended to inform or be relied upon by any subsequent purchasers of NewOrdinary Shares (whether on or off exchange) and accordingly no duty of care isaccepted in relation to them. Strand Partners Limited has approved the contents of this announcement solelyfor the purpose of section 21 of the Financial Services and Markets Act 2000.The principal place of business of Strand Partners Limited is 26 Mount Row,London W1K 3SQ. This announcement does not constitute, or form part of, an offer or aninvitation to purchase any securities. Proposed acquisition of The Oil Mining Company Inc. Proposed placing of 51,238,000 new Ordinary Shares of 0.5p each at a price of 2.5p per share Proposed waiver of Rule 9 of the City Code on Takeovers and Mergers Proposed change of name to "TomCo Energy Plc" Proposed changes to Memorandum and Articles of Association Application for admission to trading on AIM Notice of Extraordinary General Meeting 1. Introduction Your Board today announced that the Company has conditionally agreed to acquirethe entire issued share capital of The Oil Mining Company Inc. through the issueof 200,000,000 new Ordinary Shares, valuing TomCo at £5 million at the PlacingPrice and approximately £2.05 million based on the closing middle market priceof 1.025 pence per Ordinary Share on 29 June 2006, being the day immediatelyprior to the suspension of the Company's shares from trading on AIM under Rule15 of the AIM Rules. TomCo is a company incorporated in Utah, United States, which holds two State ofUtah oil shale leases comprising approximately 2,918 acres and estimated tocontain some 230 million barrels of oil in the Green River shale formation,which in turn is the largest known oil shale deposit in the world. On Completion, one of the Vendors, John Ryan, will be appointed as commercialdirector of the Company. John Ryan and Howard Crosby, an existing Director, haveco-invested and been co-directors of a number of resource companies, primarilyin the United States. Companies in which Mr. Ryan and Mr. Crosby have beeninvestors and directors include: Cadence Resources, which rose in value fromunder US$1 million in 2001, when the company adopted its oil and gas investmentstrategy, to over US$450 million in June 2006, when Mr. Crosby stepped down as adirector (Mr. Ryan having stepped down in October 2005); and PlatinumDiversified Mining Inc., which raised US$77.9 million net of expenses and wasadmitted to trading on AIM on 14 March 2006. The Company's strategy following Completion will be twofold. Firstly, to holdthe TomCo Leases as a long-term asset to be exploited when the commercialconditions are suitable. Secondly, to acquire and develop conventional energyresource assets in the US, led by Howard Crosby and John Ryan. The Company willconcentrate principally on acquiring participations in shallow producing oilwells and intends to establish a portfolio of principally oil producingproperties which will provide cash flow for the Enlarged Group. In order to provide funding for the ongoing working capital requirements of theEnlarged Group, the Company proposes to raise approximately £1.28 million beforeexpenses (approximately £685,000 net of expenses) through the Placing of51,238,000 new Ordinary Shares with institutional and other investors at thePlacing Price. Strand Partners has conditionally agreed to use all reasonableendeavours to procure Placees for all of the Placing Shares. In view of the size and nature of the Acquisition, it is a reverse takeover ofthe Company under the AIM Rules. Accordingly, the Acquisition is conditional,inter alia, on the approval of Independent Shareholders, such approval to besought at the EGM, notice of which is set out in the Admission Document beingposted to Shareholders today. In the context of the Acquisition, the Panel, which has been consulted by StrandPartners on behalf of the Company, considers that the Vendors, Howard Crosby,Bobby Cooper, Thomas Loucks and Kevin Stulp are persons acting in concert forthe purposes of the City Code in relation to the Company. Following Completion,members of the Concert Party will together be the beneficial owners of, inaggregate, 248,124,681 Ordinary Shares representing approximately 59.00 percent. of the Enlarged Share Capital. Independent Shareholders will therefore beasked to vote on the Waiver Resolution to approve a waiver by the Panel of anyobligation on the part of the Concert Party, or any member thereof, to make ageneral offer to Shareholders under Rule 9 of the City Code arising from theissue to the Vendors of the Acquisition Shares pursuant to the AcquisitionAgreement. Paul Hughes is the sole independent director for the purposes of considering theRule 9 Waiver. As all the Directors other than Howard Crosby and Paul Hughes ownshares in TomCo, the Acquisition is a related party transaction under the AIMRules. Since Howard Crosby has business dealings with the Vendors (in particularwith John Ryan) and, as such is considered to be conflicted. If the relevant Resolutions are duly passed at the EGM, the Company's existingtrading facility on AIM will be cancelled and the Company will apply for theEnlarged Share Capital to be re-admitted to trading on AIM. Shareholders should note that the Acquisition and Placing are conditional uponthe Rule 9 Waiver and the Placing is also conditional on the Acquisition. If therelevant Resolutions are passed, it is expected that Admission will take placeand that dealings in the shares comprising the Enlarged Share Capital willcommence on 16 January 2007. 2. The Company and its investment strategy The Company was first admitted to AIM in 1995 as Manx & Overseas Plc. In July2000 the Company was renamed Netcentric Systems Plc following the reversetakeover of Netcentric Systems Limited, a private company involved in thedevelopment of software products for content management on the World Wide Web. The Company does not currently conduct any trading activities and its principalactivity is to operate as an AIM quoted investment company actively seeking andevaluating potential acquisition targets to increase Shareholder value. In March 2006 Howard Crosby was appointed to the Board following his acquisitionof 29.9 per cent. of the Company's issued share capital at that time from PSGSolutions Plc (formerly London and Boston Investments PLC). Mr. Crosby'sappointment led to the Company's investment focus being concentrated on theAmerican resources sector, given his successful involvement in the oil and gasand mining industries in the US. Between April 2006 and August 2006 the Company undertook the Seed Placing inorder to raise working capital and to fund initial costs in respect of apotential reverse acquitision. The Seed Placing raised US$532,000 (approximately£294,000) at a price of 2 US cents per Ordinary Share. If the Acquisition does not proceed, the Directors intend to continue to pursuetheir existing resources strategy. Shareholders should be aware, however, that,as the Company will not have completed an acquisition that constitutes a reversetakeover of the Company under the AIM Rules, the Company's trading facility onAIM will be cancelled pursuant to Rule 41 of the AIM Rules. The Directorsconsider it important to complete the Acquisition in order to avoid thiscancellation. 3. The Company's investment strategy following Completion The Company's strategy relating to the TomCo Leases is set out in paragraph 5.6below. On completion of the Acquisition the Board intends to apply the netproceeds of the Placing to acquire and, where appropriate, develop conventionaloil assets in the US, concentrating principally on shallow oil wells, primarilyby leveraging the expertise and extensive industry contacts of Howard Crosby andJohn Ryan. The Board intends to focus initially on oil assets, rather than gas,for cashflow purposes. The criteria that the Board intends to apply to anypotential investment is broadly described as follows: • The Group will participate principally as a non-operating, minority investor in prospects operated by industry partners known to the Board; • The Group will focus initially on shallow oil prospects, being prospects above 5,000 feet, in the continental USA, with primary focus on established oil producing provinces in Texas, Oklahoma, Louisiana, New Mexico and Wyoming; • Where the Group invests in non-producing wells, the Board intends to invest in areas with proven wells nearby, adjacent to existing productive wells, or with other geologic or seismic indications that the risks of the prospect are relatively low; • The Group's target investment price for producing oil assets is approximately US$12 to US$15 per barrel, and funding costs for non-producing assets are intended to be approximately US$5 to US$7 per barrel; • The Group will invest primarily where the operator of the well, the subject of the investment, has invested in the project; and • Individual investments in proven undeveloped wells are unlikely to exceed $100,000, thus diluting the Group's risk profile. By way of this investment strategy the Board intends, over time, to establish aportfolio of principally producing oil properties. These properties may beeither fully engineered, proven and developed producing wells or provenundeveloped locations, although initially the Board expect to focus on producingand fully engineered wells. Accordingly, the Directors and the Proposed Directorare confident that commercial debt facilities will be available to the Group forthe purpose of financing suitable acquisitions. In addition to this strategy, the Directors may, where appropriate, makeinvestments in, or acquisitions of, businesses involved in oil production in theUnited States. 4. Background to and reasons for the Acquisition and the Placing Netcentric has not traded since September 2001 when its operating subsidiaryceased operations in the software business, since which time the Board hassought a suitable business to reverse into the Company. During this periodseveral proposals were given serious consideration but were not progressed. The Board has decided to pursue the Acquisition as a long-term, cornerstoneinvestment from which to change the Company's focus to an energy resourcebusiness in the USA. In particular, the Directors believe that the Acquisitionand the Placing will: • Provide the Group with the potential opportunity to realise significant long-term value from the TomCo Leases. Further information on the TomCo Leases and on oil shale generally is set out in paragraph 5 of this Part 1 and the Competent Person's Report in Part 6 of this document; • Provide the Company with the significant expertise, experience and contacts of John Ryan, formerly a director of Cadence Resources with Howard Crosby; and • Raise the profile of the Group and provide a means by which the Group can fund its development into a US-focussed energy resources business. 5. Information on TomCo and the TomCo Leases 5.1 History and background TomCo is a company registered in the State of Utah in the United States andwhich was incorporated on 5 December 2005. TomCo's sole activity is to hold theTomCo Leases and it has not traded since its incorporation other than to acquirethe TomCo Leases. Further information on TomCo and the Vendors is set out inparagraph 8 of this Part 1 and paragraph 5 of Part 7 of this document. 5.2 Information on the TomCo Leases The TomCo Leases comprise a collection of oil shale claims which overlieportions of the Green River formation. The Green River formation, located innorth-western Colorado, eastern Utah and south-eastern Wyoming, is a geologicalregion which contains the largest known oil shale deposit in the world. The TomCo Leases give the right to prospect, mine, drill and remove oil shalefrom the land subject to the TomCo Leases. The TomCo Leases are for a term of 20years until 31st December 2024 and continue after this initial term providedthat the land is being mined or drilled or TomCo is paying a production royaltyor TomCo is diligently engaged in operations, exploration, research ordevelopment activity and TomCo is paying a Minimum Royalty (as described below). Rent of US$1 is payable per acre each year and such rent shall be increased toUS$4 per acre per year for the 21 st to 25th year of the TomCo Leases, US$5 peracre per year for the 26th to 30th years of the TomCo Leases and US$10 per acreper year thereafter. In order for the TomCo Leases to continue beyond theinitial 20 year period, TomCo must pay a minimum royalty of US$10 per acre peryear ("Minimum Royalty") from the 21 st to 25th year, US$15 per acre per yearfrom the 26th to 30th year and thereafter US$20 per acre per year. This MinimumRoyalty is in addition to other rental payments due under the TomCo Leases. TheMinimum Royalty will be adjusted annually in line with any increase of the USConsumer Price Index. TomCo is also required to conduct all operations in a lawful manner and to posta bond or give other security to the State of Utah to assure appropriatereclamation and restitution for any damage to the surface of the land. If the rent is not paid within 30 days of falling due, the TomCo Leases may beforfeited. In addition to the payment of rent, TomCo must pay a production royalty of 5 percent. of the market value of the first marketable products produced and sold.The production royalty may be increased at the discretion of the State of Utahafter the first 5 years of production by up to 1 per cent. per annum subject toa maximum production royalty of 12.5 per cent. However, no royalty is payable onthe first 200,000 barrels of oil from shale produced within a 12 month period. The TomCo Leases will not be affected by any change in control of TomCo and donot contain any specific work commitments. The State of Utah Institutional Trust Lands Administration has issued oil andgas leases on some of the land subject to the TomCo Leases and TomCo is under anobligation to cooperate in relation to such operations, if they occur. 5.3 Information on oil shale Oil shale is a general term used to describe those sedimentary rocks, generallyshales, rich enough in organic matter, kerogen, to yield synthetic petroleumproducts following heating at temperatures of the order of 450-500 degrees C andin the absence of air, a chemical process termed pyrolysis. Although oil shaleis a known source of oil, the cost of extraction is currently high relative toother petroleum resources and consequently the potential has not yet beenrealised on a truly commercial basis. Existing methods of extracting oil from shale, which are described in furtherdetail below, currently produce oil at costs which are above the long termhistoric price of oil. The Directors and the Proposed Director believe, however,that the strategic benefit of producing oil in stable economic regimes such asthe US may encourage the development of more economic technologies and so enablethe commercialisation of the oil shale industry. The US Geological Survey Professional Paper 548, published in 1967, reports"Potential Reserves" based on yield assays prepared by the US bureau of minesfrom some 39 core holes in the area and 20 exploratory wells and informationfrom the outcrops using the accepted Fischer assay method. "Potential Reserves"for whole claim blocks were estimated, based on a minimum oil shale seamthickness of 15ft and a minimum yield of 30 gallons per ton, and were classifiedas "Indicated" or "Inferred" based on the proximity to the nearest drillhole. The USGS estimates were reported for whole claim blocks, with the TomCo Leasescovering sub-sections of these. Notwithstanding this, and applying the USGSanalysis to various full and part blocks of the TomCo Leases gives theestimation of an "Indicated Potential Reserve" of 120 million tons representing85 million barrels of oil, and an "Inferred Potential Reserve" of 150 milliontons representing 110 million barrels of oil, therefore totalling a potentialyield of some 195 million barrels of oil from shale. SRK has independently estimated the potential oil content within the TomCoLeases, using the same methodology as the USGS, but based on the data from thefour nearest drill holes to TomCo Leases only. Using this approach, SRK'scomparable estimate would be 390 tons with an overall potential yield of some230 million barrels contained in oil shales with an average thickness of some68ft and a mean yield of 25 gallons per ton. Being an unconventional resource, oil shale does not fit easily into the usualpetroleum classification codes; SRK has chosen therefore to report using theterms and definitions and guidelines proposed in the 2004 edition of theAustralasian Code for Reporting of Exploration Results, Mineral Resources andOre Reserves (the "JORC Code"). The JORC Code is designed primarily for thereporting of hard rock mineral deposits, however it is applied on a wider rangeof sedimentary mineral resources such as coal, and given that the TomCo Leasescould be exploited at least in part by open pit mining, SRK considers it to bean appropriate code in this case. TomCo's holdings occur in six separate lease areas. It is SRK's opinion that theoil shale present in the three eastern most of these is sufficiently known to bean Inferred Mineral Resource as defined by the JORC Code, and as such haveestimated these to contain some 200 million tons of oil shale containing apotential yield of 120 million barrels with an average yield of 25 gallons perton. This resource could in theory be accessed via open pit mining and"traditional" retorting of the shale to release the oil, although in situmethods remain an option. The oil shale within the three western lease areas lies under thicker overburden(300 to 700ft) which would limit exploitation to in situ methods. While it isalmost certain that that the Green River shale is present within these leases,the exact thickness of the yield of the oil shale remains uncertain as there isno nearby drillhole data. Notwithstanding this, it is fully expected by SRK thatlimited further drilling would enable a mineral resource to be reported forthese areas and that this has the potential to double the aforementionedInferred Mineral Resource thereby bringing it into line with the USGS estimate. 5.4 Current methodologies for the extraction of shale oil Extracting oil from oil shale is more complex than conventional oil recovery asthe hydrocarbons in oil shale are present in the form of solid materials andtherefore cannot be extracted using conventional oil drilling methods. The rockmust therefore be heated to a high temperature and the resultant liquidseparated, a process known as retorting. Existing retorting technologies fall into one of twogroups: mining (followed by surface retorting) and in situ retorting. Whilst neither of these methodologies are currently in wide-scale commercialuse, the Directors note that significant developments are being made in thefield of the development of in situ oil shale extraction technology by major oilcompanies and smaller developers of mining technology. Shell, in particular, hasmade significant technological advancements in oil shale extraction at itsMahogany research project, located in the Piceance Basin, east of the GreenRiver formation near Meeker, Colorado, some 100 miles (162 kilometres) east ofthe TomCo Leases. Shell has announced that its in situ extraction technologycould be economic at oil prices exceeding $30 per barrel. 5.5 Strategic importance of US oil shale The Directors believe that there are significant financial and politicalpressures on the United States to reduce its current, and potentially future,reliance on foreign sources of oil. The United States is currently a netimporter of oil, and the Directors expect concern over its reliance on foreignsources to increase in the foreseeable future due to the growing demand for oilwithin the US coupled with supply anxiety regarding the steady supply of oil tothe US from the Middle East. Furthermore, global oil supplies are widely thoughtto have peaked, with the current annual consumption of crude oil exceeding therate at which new oil reserves are discovered at the approximate ratio of 3 to1. The Naval Petroleum and Oil Shale Reserves office of the US Department of Energywas created by an Executive Order by President Taft in 1912 to oversee the USstrategic interests in oil shale. The NPOSR published a report in March 2004entitled "Strategic Significance of America's Oil Shale Resource" which sets outthe strategic rationale for developing US oil shale resources. The reportproposed that an oil shale industry could be established in the US by 2011 withan aggressive goal of achieving production of 2 million barrels per day by 2020.Further to that report the NPOSR published a report entitled "America's OilShale: A Roadmap for Federal Decision Making" in December 2004, which set out aseries of recommendations for the implementation of a programme for developmentof the US oil shale resources. The report proposed federal actions to facilitateand stimulate private industry for the development of the domestic oil shaleindustry over a long period of time, comparable to the initiatives undertaken bythe Canadian government in the 1960s in respect of the Canadian tar sandsresources, which are currently yielding approximately 1 million barrels of crudeoil per day. The report also noted the potential future reliance of the USmilitary on the supply of oil shale, given the increasingly limited sources offoreign oil coupled with the greater risk of supply disruptions due to politicalinstability. Section 369 of the US Energy Act, which was put into effect on 8 August 2005,established a national policy and directed specific programs to further developoil shale and oil sands. Under the guidance of the Energy Act the BLM, whichholds the leasing rights over approximately 80 per cent. of the land comprisingthe Green River formation, invited proposals to lease small oil shale bearingtracts for RD&D purposes, each of which includes a preferential right to laterconvert the RD&D lease to a larger commercial lease conditional on the lesseedeveloping a commercially and environmentally viable approach. The Directorsbelieve that these actions form part of a strategic plan by the US government toform private/public partnerships to exploit oil shale. 5.6 Commercialisation of the TomCo Leases The Board's strategy for the future is to hold the TomCo Leases as a long-termasset to be exploited when the commercial conditions are suitable, whichconditions may include the continued high price of oil and the successfuldevelopment of one or more commercially-viable oil shale extractiontechnologies. At such time the Board would seek, as appropriate, to develop theTomCo Leases in conjunction with holders of intervening and surrounding leases,enter into joint ventures with other lessees or operators or dispose of theleases or either of them to a third-party for development. The Directors and Proposed Director believe that the value of the TomCo Leasesis enhanced by their status as State of Utah School and Institutional TrustLands Administration leases, which currently have a longer term than leasesavailable from the BLM. In addition, the Directors and Proposed Director believe that the conditions attached to the State of Utah leases are likely tobe less restrictive than those available under the BLM leasing initiative andmay therefore prove more attractive to prospective acquirers or partners. TheBoard will, however, consider disposal or commercialisation of the TomCo Leasesin the short to medium term if the terms of any such disposal orcommercialisation are deemed to be in the interest of Shareholders. 6. Directors and Proposed Director The Board proposes to appoint John Ryan as an executive director of the Companyon completion of the Acquisition. With effect from Completion it is proposedthat Howard Crosby will assume the role of Chief Executive Officer of theCompany and John May will assume the role of Finance Director of the Company.Brief biographical details of the Directors and the Proposed Director are setout below. 6.1. Directors The current composition of the Board of the Company is as follows: Stephen AntonKomlosy, aged 65 (Executive Chairman) Stephen, a member of MENSA, has over 45 years experience in business as aproprietor and has been a director of a number of public companies operating inthe UK and the USA, and was until October 2005 chairman of AIM listed London andBoston Investments Plc (now PSG Solutions Plc), moving the company to OFEX andthen to AIM. Previously, Stephen was instrumental in the flotation of PremiSysPlc, the Laurie March Group and, on NASDAQ, Avatar Systems Inc., of which heremains a director. Stephen has been a director of a number of publicly listedcompanies, including LPO, Pavilion Leisure Plc and Branon Plc, a supplier toNorth Sea Oil Companies and Ministry of Defence supplier, which he co-foundedand where he was the director in charge of the launch of Cavendish PetroleumPlc, an Ohio, USA gas producer. Additionally, since 1964, Stephen has built upthree private property companies, two of which have been amalgamated with publiccompanies. Stephen was appointed to the Board on 22 October 2001. John Joseph May, aged 58 (Executive Director) John is a Fellow of the Institute of Chartered Accountants in England and Wales.He is policy director of the Small Business Bureau Limited and deputy chairmanof The Genesis Initiative Limited, a lobby group for small business to the UKParliament. John is the principal of his own London-based chartered accountancypractice. John was finance director of AIM listed PSG Solutions PLC, formerlyLondon & Boston Investments Plc, until December 2005, and was previously financedirector of Healthcare Enterprise Group Plc (formerly Interactivity Plc) andnon-executive director of Croma Group Plc, both of which are listed on AIM. From1977 to 1994 John was a senior partner with Horwath Clark Whitehill, where heserved for eight years on the managing board and for nine years as chairman ofits Thames Valley offices. In his capacity as UK national marketing partner andhead of its property consultancy division, he was a director of its UK andinternational associations. John is currently a non-executive director ofPlatinum Diversified Mining Inc. listed on AIM, NASDAQ-listed Avatar SystemsInc. and non-executive chairman of Southbank UK Plc, listed on the ChannelIslands Stock Exchange. John was appointed to the Board on 22 October 2001. Gerard Maurice Thompson, aged 61 (Executive Director) Gerard graduated from Yale University in 1967 with post graduate work at JohnsHopkins University, University of Miami and The Open University. Gerard's earlycareer was in investment banking and corporate finance, and he has over 20 yearsexperience with leading investment banks. His roles include managing director ofAIG Trading Corp (London & USA), vice president of Smith Barney & Co (Paris &London) and vice president of Merrill Lynch International (San Juan, Paris andLondon). He was chairman of AIM-listed Energy Technique Plc until November 2005and currently is a director of AIM-listed Croma Group Plc. Gerard has fifteenyears experience with both private and public companies as a director in the UKand USA. Gerard was appointed to the Board on 18 May 1999. Howard Mattes Crosby, aged 54 (Executive Director) Howard has more than 25 years of mining industry experience. Howard waspresident and chief executive officer of Cadence Resources (AMEX) until June2006. The company is a publicly traded oil and gas company with productionoperations in Texas and Louisiana, which recently announced a merger with AuroraEnergy of Michigan, a company with extensive acreage holdings prospecting forunconventional gas in the upper Midwest USA. Whilst he was a director the marketvalue of Cadence Resources increased from less than US$1 million to in excess ofUS$450 million. Early in his career, Howard served as a vice president of UNCNuclear Industries, a division of United Nuclear Corporation, which was at thetime extensively involved in uranium exploration and production in the westernUnited States. Howard is also a vice president and director of White MountainTitanium Corporation Inc. as well as a director of High Plains Uranium, Inc., aCanadian TSX listed company. He is also a director and was the prime mover inthe AIM flotation of Platinum Diversified Mining Inc. this year which raisedUS$77.9 million net. He holds a B.A. from the University of Idaho. Howard wasappointed to the Board on 15 March 2006. Paul Martyn Hughes, aged 49 (Independent Non-executive Director) Paul has over 25 years of international banking business development experienceand is a prior non-executive of the Company. He was formally a managementexecutive at Lloyds TSB bank and is currently the local chairman, in theSouthwest of the UK, of Clydesdale Bank. Paul is a graduate of the Associate ofthe Institute of Bankers, BSc (Econ) (Hons). Paul was appointed to the Board on31 October 2006. 6.2 Proposed Director On Completion it is intended that John Ryan will be appointed to the Board as anexecutive director. John Patrick Ryan, aged 44 (Commercial Director) John is executive vice president and chief financial officer of High PlainsUranium Inc., which he led from start up in April 2004 to its successful IPO onthe Toronto Stock Exchange in December 2005. He is also currently chieffinancial officer of Trend Mining Company and chief legal officer of PlatinumDiversified Mining, Inc., both of which focus on metals exploration. John hasover twelve years' senior level experience in the mineral and oil and gasindustry sectors. He was until October 2005 executive vice president and chieffinancial officer of Cadence Resources where he was instrumental in negotiatingthe acquisition of Aurora Oil & Gas Corporation Inc. which involved assistingwith the successful raising of over US$20 million in new equity capital to closethe transaction. John was previously executive vice president and chieffinancial officer of Western Goldfields, Inc. and a stockbroker at Pennaluna &Co., and Shearson-Lehman Brothers. John gained a BSc in Mining Engineering fromthe University of Idaho and a Juris Doctor at Boston College Law School. 7. Principal terms of the Acquisition Pursuant to the Acquisition Agreement, the Company has agreed conditionally topurchase the entire issued share capital of TomCo from the Vendors through theallotment and issue of the Acquisition Shares, equating to a value of £5 millionat the Placing Price and approximately £2.05 million based on the closing middlemarket price of 1.025 pence per new Ordinary Share on 29 June 2006, being theday immediately prior to the suspension of the Company's shares from trading onAIM. The Vendors, their current holdings in TomCo and the number of AcquisitionShares to be issued to them on Completion are as follows:Holder Shares in TomCo Acquisition Shares Proportion of the Enlarged Share CapitalPeter Laczay 7,000 7,000,000 1.66%Road Holdings 20,000 20,000,000 4.76%Meadow Holdings 20,000 20,000,000 4.76%Creek Holdings 20,000 20,000,000 4.76%John Ryan 46,000 46,000,000 10.94%Edward Cox 2,000 2,000,000 0.48%Jonah Loop 2,000 2,000,000 0.48%Gerard Thompson 20,750 20,750,000 4.93%John May 20,750 20,750,000 4.93%Stephen Komlosy 20,750 20,750,000 4.93%BaysvilleInternational 20,750 20,750,000 4.93%--------------------- ----------- ---------- ----------- Total 200,000 200,000,000 47.55% On Completion the Vendors (including the Vendor Directors) will own, inaggregate, 200,000,000 Ordinary Shares, representing 47.55 per cent. of theEnlarged Share Capital. Details of the Vendors who are not Vendor Directors(excluding John Ryan), are below: Peter Laczay Peter is a geologist in the United States who sold the State of Utah lease ML49571 to TomCo. Road Holdings and Creek Holdings These companies are wholly-owned by Naomi Bodner and Laura Huberfeldrespectively, the wives of two prominent American businessmen, David Bodner andMark Huberfeld. Huberfeld and Bodner operate a company and a partnership as atype of private hedge fund investing in high risk equity opportunities. Formerinvestments include Norcrown Trust and Bank (now sold to Valley Bancorp) andmPhase Technologies, Inc. Meadow Holdings Wholly-owned by Mark Nordlicht, a resources entrepreneur. Mr. Nordlicht was afounder shareholder and is current Executive Chairman of Platinum DiversifiedMining Inc., a company in which Howard Crosby, John Ryan and John May are alsodirectors and founder shareholders. Baysville International A BVI company administered by a Jersey trust which has invested in severalprojects in which Howard Crosby and/or John Ryan have been involved. BaysvilleInternational is wholly owned by Mr Harlan Seachris, a US national resident inGermany. Mr Seachris is an entrepreneur involved in the provision of advice toearly stage companies. The Acquisition Agreement is conditional upon the Rule 9 Waiver, approval of theAcquisition by Shareholders and Admission. The Acquisition Agreement containsrestrictions as to matters which may be undertaken by the company prior to itscompletion. It also contains warranties and indemnities appropriate to the sizeand nature of the Acquisition, which are subject to certain limitations. It alsoprovides that if any of the warranties are breached or found to be untrue,misleading or inaccurate prior to completion of the Acquisition Agreement, thenthe Company has the right to rescind the Acquisition Agreement. The AcquisitionAgreement is governed by English law. Edward Michael Cox Edward is currently chief operating officer and founder of Pangea PicturesCorporation and a director of TomCo. Edward has in the past worked as a businessstrategist in the film and mining industries, including US Silver Corporationand Consolidated Goldfields Corporation. Jonah Dance Loop Jonah is the chief executive officer and founder of Pangea Pictures Corporation.Prior to founding Pangea Pictures Corporation, Jonah founded Big Red PixelProductions and worked on creating visual effects for Hollywood films. 8. Details of the Placing and use of proceeds The Company is proposing to issue up to 51,238,000 Placing Shares pursuant tothe Placing at the Placing Price to raise up to £1.28 million before expenses(approximately £685,000 net of expenses). The net proceeds of the Placing willbe used to provide the Enlarged Group with additional funding for its ongoingworking capital requirements, in particular to enable the Company to investigateand take advantage of potential investment opportunities within the UnitedStates' oil industry. The Placing Shares will represent approximately 12.18 per cent. of the EnlargedShare Capital of the Company following Admission, be fully paid and rank equallyin all respects with the Existing Ordinary Shares and the Acquisition Shares. The Company, the Directors and Proposed Director have entered into the PlacingAgreement with Strand Partners. The Placing has not been underwritten. StrandPartners has conditionally agreed to use all reasonable endeavours to procureplacees for all of the Placing Shares at the Placing Price. The Placing isconditional, amongst other things, upon the Placing Agreement becoming effectiveon or before 16 January 2007, or such later time and date as the Company andStrand Partners may agree, but in any event not later than 31 January 2007. If market conditions permit, the Directors may raise up to a further £1 millionby the issue of Ordinary Shares at not less than the Placing Price before 31January 2007. 9. The Strand Shares and the Strand Warrant In consideration of advising the Company in connection with the Proposals,Strand Partners will on Completion be allotted Ordinary Shares with a value of£75,000 at the Placing Price. Further, Strand Partners Securities has beenissued with the Strand Warrant, pursuant to which it has the right to subscribeat the Placing Price for such number of Ordinary Shares as represents 2 percent. of the Ordinary Share capital of the Company at the time of its exercise.The Strand Warrant is exercisable for 5 years following and subject toAdmission. 10. Dividend policy The Directors and the Proposed Director do intend that the Company will commencethe payment of dividends when it becomes commercially prudent to do so, andsubject always to the Company having sufficient distributable profits to enableit to do so. 11. Change of company name To reflect the proposed changes to the Company, its management and operations asa result of the Acquisition, it is proposed that, conditional on completion ofthe Acquisition, the Company change its name to TomCo Energy Plc at the EGM. 12. The City Code on Takeovers and Mergers The Acquisition and the issue of the Acquisition Shares to certain members ofthe Concert Party give rise to certain considerations under the City Code. Briefdetails of the Panel, the City Code and the protections they afford toShareholders are described below. The City Code is issued and administered by the Panel. The City Code applies toall takeovers and merger transactions, however effected, where the offereecompany is, inter alia, a listed or unlisted public company resident in the UK,the Channel Islands or the Isle of Man and to certain categories of privatelimited companies. Netcentric is such a company and Shareholders are entitled tothe protection afforded by the City Code. Under Rule 9 of the City Code, when any person or group of persons acting inconcert individually or collectively are interested in shares which in aggregatecarry not less than 30 per cent. of the voting rights of a company but does nothold shares carrying more than 50 per cent. of the voting rights of a companyand such person or any person acting in concert with him acquires an interest inany other shares, which increases the percentage of the shares carrying votingrights in which he is interested, then that person or group of persons isnormally required by the Panel to make a general offer in cash to allshareholders of that company at the highest price paid by them for any interestin shares in that company during the previous 12 months. Under the City Code, a concert party arises where persons acting togetherpursuant to an agreement or understanding (whether formal or informal) activelyco-operate to obtain or consolidate control of that company or to frustrate thesuccessful outcome of an offer for the company. Control means the holding, oraggregate holdings, of interests in shares carrying 30 per cent. or more of thevoting rights of the company, irrespective of whether the holding or holdingsgive de facto control. In the context of the Acquisition, the Panel, which has been consulted by StrandPartners on behalf of the Company, considers that the Vendors, Howard Crosby,Bobby Cooper, Thomas Loucks and Kevin Stulp are persons acting in concert forthe purposes of the City Code in relation to the Company. Information relating to the Vendor Directors, John Ryan and Howard Crosby is setout in paragraph 7 of this Part 1 and information relating to the other Vendorsis set out in paragraph 8 of this Part 1. Bobby Cooper and Thomas Loucks arefounder shareholders and directors of Platinum Diversified Mining Inc. with JohnRyan and Howard Crosby, and are co-directors of Silver Crest Resources Inc. withHoward Crosby. Bobby Cooper is also a co-director with John Ryan, and a formerco-director with Howard Crosby, of High Plains Uranium Inc. Kevin Stulp was afounder shareholder and director of Cadence Resources with Howard Crosby andJohn Ryan and is a former co-director of John Ryan and Howard Crosby. Following completion of the Proposals, the Concert Party will hold 248,124,681Ordinary Shares representing approximately 58.99 per cent. of the voting rightsattaching to the Enlarged Share Capital and would be entitled to increase theirinterest in the voting rights of the Company without incurring any furtherobligation under Rule 9 of the City Code to make a general offer. The respectiveinterests of the members of the Concert Party in the Company followingcompletion of the Proposals are set out in the Admission Document. The Panel has agreed, subject to the approval of the Independent Shareholders atthe Extraordinary General Meeting, to waive the obligation for the Concert Partyto make a general offer to Shareholders under Rule 9 that would otherwise arise.Accordingly, Resolution 1 is being proposed at the EGM and will be taken on apoll of the Independent Shareholders. Following completion, the Concert Party shall hold more than 50 per cent. of theCompany's voting share capital and for so long as they continue to be treated asacting in concert may accordingly increase their aggregate interest in shareswithout incurring any obligation under Rule 9 to make a general offer, althoughindividual members of the Concert Party will not be able to increase theirpercentage interest in shares through or between a Rule 9 threshold withoutPanel consent. 13. Dealings Application will be made for the Enlarged Share Capital to be admitted to AIM.Subject to Completion of the Acquisition, Admission is expected to take place,and dealings in the Enlarged Share Capital commence, on 16 January 2007. 14. Lock-in and orderly market arrangements On Completion, the Directors, the Proposed Director, the Vendors and HowardCrosby will be interested in approximately 57.63 per cent. of the Enlarged ShareCapital. They have undertaken to the Company and Strand Partners that, except incertain limited circumstances, they will not dispose of any interest in theOrdinary Shares held by them for a period of 12 months from the date ofAdmission and, for the following 12 months, that they will only dispose of theirholdings with the consent of the Company's broker and nominated adviser fromtime to time, such consent only to be withheld on orderly market grounds. 15. New Warrants Stephen Komlosy, John May, Gerard Thompson, Howard Crosby and John Ryan havebeen granted New Warrants conditional upon completion of the Acquisition andPlacing. The New Warrants entitle each holder to subscribe for up to 7,386,692Ordinary Shares at the Placing Price, representing 2 per cent. of the EnlargedShare Capital. 16. Admission Document The Admission Document setting out details of the Proposals and including anotice of the EGM, accompanied by the form of proxy, will be posted toShareholders today. Copies of the admission document will be available to thepublic free of charge from today at the offices of Strand Partners Limited at 26Mount Row, London SW1 3SQ and at Wallace LLP, One Portland Place, London, W1B1PN during normal business hours on any weekday (other than Saturdays and publicholidays), until one month following the date of admission. 17. Expected Timetable of Principal Events Publication of this document 22 December 2006 Latest time and date for receipt of forms of proxy 10.00 a.m. GMT on 12 January 2007 Payment to be received from the investors (other than through 12.00 p.m. GMT onCREST) pursuant to the Placing in cleared funds 10 January 2007 Extraordinary General Meeting 10.00 a.m. GMT on 15 January 2007 Admission effective and ealings expected to commence in the 16 January 2007Enlarged Share Capital on AIM Completion of the Acquisition 16 January 2007 CREST accounts expected to be credited 16 January 2007 Definitive share certificates for the Acquisition Shares and 30 January 2007Placing Shares expected to be despatched (where applicable)by Enquiries: Simon Raggett/Warren Pearce +44 (0)207 409 3494Strand Partners Limited Simon Rothschild/Louise Mason +44 (0)20 7367 8888Bankside Consultants Strand Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as nominated adviser and brokerto the Company in connection with the Acquisition, Placing and proposedadmission of the Enlarged Share Capital to trading on AIM. Its responsibilitiesas the Company's nominated adviser and broker under the AIM Rules are owedsolely to the London Stock Exchange and are not owed to the Company or to anyDirector or Proposed Director or to any other person in respect of his decisionto acquire shares in the Company in reliance on any part of this announcement.Strand Partners Limited is not acting for anyone else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to its clients or for providing advice in relation to the contents ofthis announcement or the Acquisition, the Placing or the proposed admission ofthe Enlarged Share Capital to trading on AIM. No representation or warranty,express or implied, is made by Strand Partners Limited as to the contents ofthis announcement, without limiting the statutory rights of any person to whomthis announcement is issued. The information contained in this announcement isnot intended to inform or be relied upon by any subsequent purchasers of NewOrdinary Shares (whether on or off exchange) and accordingly no duty of care isaccepted in relation to them. Strand Partners Limited has approved the contents of this announcement solelyfor the purpose of section 21 of the Financial Services and Markets Act 2000.The principal place of business of Strand Partners Limited is 26 Mount Row,London W1K 3SQ. This announcement does not constitute, or form part of, an offer or aninvitation to purchase any securities. The following definitions apply throughout this announcement, unless the contextrequires otherwise: "Acquisition" the proposed acquisition by the Company of the entire issued share capital of The Oil Mining Company Inc. pursuant to the Acquisition Agreement "Acquisition the conditional agreement dated 22 December 2006 between theAgreement" Company and the Vendors relating to the Acquisition. "Acquisition the 200,000,000 new Ordinary Shares in the Company to beShares" allotted and issued pursuant to the Acquisition Agreement. "Admission" the effective admission of the Enlarged Share Capital of the Company to trading on AIM in accordance with the AIM Rules. "Admission the document posted to shareholders today.Document" "AIM" the AIM market operated by the London Stock Exchange. "AIM Rules" the rules applicable to companies whose shares are traded on AIM published by the London Stock Exchange from time to time. "BLM" the Bureau of Land Management, an agency within the Department of the Interior of the US Federal government "Board" the board of directors of the Company from time to time. "CA 1931-2004" or the Isle of Man Companies Act 1931-2004, as amended."Act" "Cadence Cadence Resources, Inc. (now Aurora Oil and Gas CorporationResources" Inc.). "City Code" the City Code on Takeovers and Mergers. "Combined Code" the Combined Code on corporate governance issued by the Financial Reporting Council. "Company" or Netcentric Systems Plc, incorporated and registered in the"Netcentric" Isle of Man with number 36210C. "Completion" completion of the Proposals. "Concert Party" the Vendors (including Stephen Komlosy, John May, Gerard Thompson and John Ryan), Howard Crosby, Bobby Cooper, Thomas Loucks and Kevin Stulp. "CPR" Competent Person's Report. "CREST" the system for paperless settlement of trades and the holding of uncertificated securities administered by CRESTCo Limited. "CVA" the Company Voluntary Arrangement completed by the operating subsidiary of the Company in July 2002. "Directors" the existing directors of the Company as at the date of this announcement whose names are listed on page 8 of this document. "Energy Act" the US Energy Policy Act of 2005. "Enlarged Group" the Company as enlarged by the Acquisition. "Enlarged Share the issued ordinary share capital of the Company immediatelyCapital" following Completion comprising the Existing Ordinary Shares, the Acquisition Shares, the Placing Shares and the Strand Shares. "Existing the 166,334,602 Ordinary Shares in issue at the date of thisOrdinary Shares" announcement. "Existing the warrant to subscribe for Ordinary Shares created under theWarrant" warrant instrument issued by the Company on 22 July 2002. "Extraordinary the extraordinary general meeting of the Company, notice ofGeneral Meeting" which is set out in the Admission Document.or "EGM" "FSA" the Financial Services Authority of the United Kingdom. "Group" the Company and any subsidiary of the Company."Independent Paul Hughes.Director" "Independent Shareholders other than members of the Concert Party.Shareholders" "Indicated part of a mineral resource for which tonnage, densities,Mineral Resource" shape, physical characteristics, grade and mineral content can be estimated with a reasonable amount of confidence. "Inferred Mineral part of a mineral resource for which tonnage, densities,Resource" shape, physical characteristics, grade and mineral content can be estimated with a limited amount of confidence. "JORC Code" the code of the Joint Ore Reserves Committee, an Australasian Code for the reporting of identified mineral resources and ore reserves. "kerogen" the fossilised organic matter found in shale and other sedimentary rock formed during the deposition of sediments. Upon heating, it breaks down into recoverable gaseous and liquid substances, including oil. "London Stock London Stock Exchange Plc.Exchange" "New Warrants" warrants to subscribe for 36,933,460 Ordinary Shares at the Placing Price exercisable from two years following Admission for a period of two years, held by certain Directors and the Proposed Director. "NPOSR" the Naval Petroleum and Oil Shale Reserves office of the US Department of Energy. "Official List" the official list of the United Kingdom Listing Authority. "oil shale" a fine grained sedimentary rock that contains kerogen. "Ordinary Shares" ordinary shares of 0.5p each in the capital of the Company. "Panel" the Panel on Takeovers and Mergers. "Placees" subscribers for Placing Shares. "Placing" the proposed conditional placing of the Placing Shares by Strand Partners at the Placing Price pursuant to the Placing Agreement. "Placing the conditional agreement dated 22 December 2006 between theAgreement" Company (1), the Directors (2), the Proposed Director (3) and Strand Partners (4). "Placing Price" 2.5p per Placing Share. "Placing Shares" the 51,238,000 new Ordinary Shares which are proposed to be issued pursuant to the Placing. "Proposals" together the Rule 9 Waiver, the Acquisition, the changes to the Memorandum and Articles of Association, the Placing, the change of name and Admission. "Proposed John Ryan.Director" "RD&D" research, development and demonstration. "Resolutions" the resolutions to be proposed at the EGM as set out in the notice of EGM at the end of this document and reference to a "Resolution" is to the relevant resolution set out in the notice of EGM. "Rule 9" Rule 9 of the City Code. "Rule 9 Waiver" the waiver of Rule 9 which has been granted by the Panel, conditional upon the approval by Independent Shareholders on a poll of the Waiver Resolution at the EGM. "Seed Placing" the placing of 26,600,000 new Ordinary Shares at 2 US cents per Ordinary Share between April 2006 and August 2006 to raise working capital and funds to cover the initial costs of the Acquisition. "Share Dealing the code on dealings in the Company's securities adopted byCode" the Company, that complies with the AIM Rules. "Shareholders" shareholders in the Company. "Shell" Royal Dutch Shell Plc or the US operating company affiliate, Shell Oil Company. "SRK Consulting" SRK Consulting (UK) Limited, the independent geologists who wrote the report on the TomCo Leases. "Strand Partners" Strand Partners Limited, the Company's nominated adviser and broker. "Strand Partners Strand Partners Securities Limited (a wholly owned subsidiarySecurities" of Strand Partners), a company incorporated in England and Wales with registered number 3673995, whose registered office is at 26 Mount Row, London W1K 3SQ. "Strand Shares" 3,000,000 new Ordinary Shares to be issued to Strand Partners on Admission as part of its fees for acting as nominated adviser to the Company. "Strand Warrant" the warrant held by Strand Partners Securities to subscribe at the Placing Price for two per cent. of the Ordinary Share capital at the date of exercise which is exercisable for a period of five years. "subsidiary" and have the meanings given to them by the UK Companies Act 1985."subsidiaryundertaking" "TomCo" The Oil Mining Company Inc., a company incorporated in Utah, USA with entity number 6064669-0142 whose principal place of business is at 301 Central Ave., No. 384, Hilton Head Island, South Carolina, 29926, USA. "TomCo Leases" leases ML49570 and ML49571, in the Uinta Basin of Utah, USA, currently leased by TomCo from the State of Utah acting by and through the School and Institutional Trust Lands Administration. "UK" or "United the United Kingdom of Great Britain and Northern Ireland.Kingdom" "uncertificated" recorded on the relevant register of the share or securityor "in concerned as being held in uncertificated form in CREST anduncertificated title to which may be transferred by means of CREST.form" "United Kingdom the Financial Services Authority, acting in its capacity asListing the competent authority for the purposes of Part VI of theAuthority" Financial Services and Markets Act 2000, as amended. "US", "USA" or the United States of America, its territories and possessions,"United States" any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction. "US$" US Dollars, the legal currency of the US. Throughout this document, except where otherwise stated, an exchange rate of £1 = US$ 1.84 has been used. "US Department of the US governmental department concerned with national,Energy" economic and energy security of the nation whose intention is to promote scientific and technological innovation in support of that mission. "US person" a citizen or permanent resident of the United States, as defined in Regulation S promulgated under the US Securities Act 1933. "Vendor Stephen Komlosy, John May and Gerard Thompson.Directors" "Vendors" the shareholders in TomCo at the date of this announcement. "Waiver resolution 1 in the notice of the EGM announcement.Resolution" "Warrants" the Existing Warrant, the New Warrants and the Strand Warrant. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Tomco Energy