Placing and Acquisition

Netcentric Systems PLC
22 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 your
attention is drawn to the table at the end of this announcement where these
definitions and terms are set out in full.

Netcentric Systems PLC ('Netcentric' or 'the Company') has today conditionally
agreed 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 on
the 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 from
trading on AIM under Rule 15 of the AIM Rules. With today's announcement that
suspension has been lifted.

The Company is also raising up to £1,280,950 million before expenses through the
Placing of 51,238,000 new Ordinary Shares in the Company. The net proceeds of
the Placing will be used to fund the acquisition of producing oil wells and
proven shallow drilling prospects in the USA with the balance used to meet the
working capital requirements of the enlarged Company.

TomCo is a company incorporated in Utah, USA, which holds two State of Utah oil
shale leases comprising approximately 2,918 acres in the Green River oil shale
formation and which are estimated to contain some 230 million barrels of oil.
Shell has announced that its in situ extraction technology could be economic at
oil prices of US$30 per barrel.

The Company's strategy following completion will be twofold. Firstly, to hold
the TomCo leases as a long-term asset to be exploited when the commercial
conditions are suitable. Secondly, to acquire and develop conventional oil
assets in the USA. Led by Howard Crosby and John Ryan, the Company will
concentrate principally on acquiring participations in shallow producing oil
wells and intends to establish a portfolio of principally oil producing
properties 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, have
co-invested and been co-directors of a number of resource companies, primarily
in the USA. Companies in which Mr Ryan and Mr Crosby have been investors and
directors include Cadence Resources, which rose in value from under US$1 million
in 2001, when the company adopted its oil and gas investment strategy, to over
US$450 million in June 2006, when Mr Crosby stepped down as a director and
Platinum Diversified Mining Inc, which raised US$77.9 million net of expenses
and was admitted to AIM in March 2006.

If the relevant Resolutions are duly passed at the EGM, the Company's existing
trading facility on AIM will be cancelled and the Company will apply for the
Enlarged Share Capital to be admitted to trading on AIM. Admission is expected
to take place on 16 January 2007.

In view of the size and nature of the Acquisition, it is a reverse takeover of
the Company under the AIM Rules. Accordingly, the Acquisition is conditional on
the approval of the Shareholders. A circular will be sent to shareholders today
together with a notice of EGM containing a number of proposals including a
waiver of Rule 9 of the City Code on Takeovers and Mergers and the change of the
Company's name to TomCo Energy Plc

Strand Partners Limited is the Company's nominated adviser and broker.

For further information:

Simon Raggett/Warren Pearce                     [phone]
Strand Partners Limited

Simon Rothschild/Louise Mason                   [phone]
Bankside Consultants

Strand Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as nominated adviser and broker
to the Company in connection with the Acquisition, Placing and proposed
admission of the Enlarged Share Capital to trading on AIM. Its responsibilities
as the Company's nominated adviser and broker under the AIM Rules are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Director or Proposed Director or to any other person in respect of his decision
to 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 be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this announcement or the Acquisition, the Placing or the proposed admission of
the Enlarged Share Capital to trading on AIM. No representation or warranty,
express or implied, is made by Strand Partners Limited as to the contents of
this announcement, without limiting the statutory rights of any person to whom
this announcement is issued. The information contained in this announcement is
not intended to inform or be relied upon by any subsequent purchasers of New
Ordinary Shares (whether on or off exchange) and accordingly no duty of care is
accepted in relation to them.

Strand Partners Limited has approved the contents of this announcement solely
for 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 an
invitation 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 acquire
the entire issued share capital of The Oil Mining Company Inc. through the issue
of 200,000,000 new Ordinary Shares, valuing TomCo at £5 million at the Placing
Price and approximately £2.05 million based on the closing middle 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 from trading on AIM under Rule
15 of the AIM Rules.

TomCo is a company incorporated in Utah, United States, which holds two State of
Utah oil shale leases comprising approximately 2,918 acres and estimated to
contain 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 commercial
director of the Company. John Ryan and Howard Crosby, an existing Director, have
co-invested and been co-directors of a number of resource companies, primarily
in the United States. Companies in which Mr. Ryan and Mr. Crosby have been
investors and directors include: Cadence Resources, which rose in value from
under US$1 million in 2001, when the company adopted its oil and gas investment
strategy, to over US$450 million in June 2006, when Mr. Crosby stepped down as a
director (Mr. Ryan having stepped down in October 2005); and Platinum
Diversified Mining Inc., which raised US$77.9 million net of expenses and was
admitted to trading on AIM on 14 March 2006.

The Company's strategy following Completion will be twofold. Firstly, to hold
the TomCo Leases as a long-term asset to be exploited when the commercial
conditions are suitable. Secondly, to acquire and develop conventional energy
resource assets in the US, led by Howard Crosby and John Ryan. The Company will
concentrate principally on acquiring participations in shallow producing oil
wells and intends to establish a portfolio of principally oil producing
properties which will provide cash flow for the Enlarged Group.

In order to provide funding for the ongoing working capital requirements of the
Enlarged Group, the Company proposes to raise approximately £1.28 million before
expenses (approximately £685,000 net of expenses) through the Placing of
51,238,000 new Ordinary Shares with institutional and other investors at the
Placing Price. Strand Partners has conditionally agreed to use all reasonable
endeavours to procure Placees for all of the Placing Shares.

In view of the size and nature of the Acquisition, it is a reverse takeover of
the Company under the AIM Rules. Accordingly, the Acquisition is conditional,
inter alia, on the approval of Independent Shareholders, such approval to be
sought at the EGM, notice of which is set out in the Admission Document being
posted to Shareholders today.

In the context of the Acquisition, the Panel, which has been consulted by Strand
Partners on behalf of the Company, considers that the Vendors, Howard Crosby,
Bobby Cooper, Thomas Loucks and Kevin Stulp are persons acting in concert for
the purposes of the City Code in relation to the Company. Following Completion,
members of the Concert Party will together be the beneficial owners of, in
aggregate, 248,124,681 Ordinary Shares representing approximately 59.00 per
cent. of the Enlarged Share Capital. Independent Shareholders will therefore be
asked to vote on the Waiver Resolution to approve a waiver by the Panel of any
obligation on the part of the Concert Party, or any member thereof, to make a
general offer to Shareholders under Rule 9 of the City Code arising from the
issue to the Vendors of the Acquisition Shares pursuant to the Acquisition
Agreement.

Paul Hughes is the sole independent director for the purposes of considering the
Rule 9 Waiver. As all the Directors other than Howard Crosby and Paul Hughes own
shares in TomCo, the Acquisition is a related party transaction under the AIM
Rules. Since Howard Crosby has business dealings with the Vendors (in particular
with John Ryan) and, as such is considered to be conflicted.

If the relevant Resolutions are duly passed at the EGM, the Company's existing
trading facility on AIM will be cancelled and the Company will apply for the
Enlarged Share Capital to be re-admitted to trading on AIM.

Shareholders should note that the Acquisition and Placing are conditional upon
the Rule 9 Waiver and the Placing is also conditional on the Acquisition. If the
relevant Resolutions are passed, it is expected that Admission will take place
and that dealings in the shares comprising the Enlarged Share Capital will
commence 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 July
2000 the Company was renamed Netcentric Systems Plc following the reverse
takeover of Netcentric Systems Limited, a private company involved in the
development of software products for content management on the World Wide Web.

The Company does not currently conduct any trading activities and its principal
activity is to operate as an AIM quoted investment company actively seeking and
evaluating potential acquisition targets to increase Shareholder value.

In March 2006 Howard Crosby was appointed to the Board following his acquisition
of 29.9 per cent. of the Company's issued share capital at that time from PSG
Solutions Plc (formerly London and Boston Investments PLC). Mr. Crosby's
appointment led to the Company's investment focus being concentrated on the
American resources sector, given his successful involvement in the oil and gas
and mining industries in the US.

Between April 2006 and August 2006 the Company undertook the Seed Placing in
order to raise working capital and to fund initial costs in respect of a
potential 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 pursue
their existing resources strategy. Shareholders should be aware, however, that,
as the Company will not have completed an acquisition that constitutes a reverse
takeover of the Company under the AIM Rules, the Company's trading facility on
AIM will be cancelled pursuant to Rule 41 of the AIM Rules. The Directors
consider it important to complete the Acquisition in order to avoid this
cancellation.

3. The Company's investment strategy following Completion

The Company's strategy relating to the TomCo Leases is set out in paragraph 5.6
below. On completion of the Acquisition the Board intends to apply the net
proceeds of the Placing to acquire and, where appropriate, develop conventional
oil assets in the US, concentrating principally on shallow oil wells, primarily
by leveraging the expertise and extensive industry contacts of Howard Crosby and
John 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 any
potential 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 a
portfolio of principally producing oil properties. These properties may be
either fully engineered, proven and developed producing wells or proven
undeveloped locations, although initially the Board expect to focus on producing
and fully engineered wells. Accordingly, the Directors and the Proposed Director
are confident that commercial debt facilities will be available to the Group for
the purpose of financing suitable acquisitions.

In addition to this strategy, the Directors may, where appropriate, make
investments in, or acquisitions of, businesses involved in oil production in the
United States.

4. Background to and reasons for the Acquisition and the Placing

Netcentric has not traded since September 2001 when its operating subsidiary
ceased operations in the software business, since which time the Board has
sought a suitable business to reverse into the Company. During this period
several proposals were given serious consideration but were not progressed.

The Board has decided to pursue the Acquisition as a long-term, cornerstone
investment from which to change the Company's focus to an energy resource
business in the USA. In particular, the Directors believe that the Acquisition
and 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 and
which was incorporated on 5 December 2005. TomCo's sole activity is to hold the
TomCo Leases and it has not traded since its incorporation other than to acquire
the TomCo Leases. Further information on TomCo and the Vendors is set out in
paragraph 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 overlie
portions of the Green River formation. The Green River formation, located in
north-western Colorado, eastern Utah and south-eastern Wyoming, is a geological
region which contains the largest known oil shale deposit in the world.

The TomCo Leases give the right to prospect, mine, drill and remove oil shale
from the land subject to the TomCo Leases. The TomCo Leases are for a term of 20
years until 31st December 2024 and continue after this initial term provided
that the land is being mined or drilled or TomCo is paying a production royalty
or TomCo is diligently engaged in operations, exploration, research or
development 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 to
US$4 per acre per year for the 21 st to 25th year of the TomCo Leases, US$5 per
acre per year for the 26th to 30th years of the TomCo Leases and US$10 per acre
per year thereafter. In order for the TomCo Leases to continue beyond the
initial 20 year period, TomCo must pay a minimum royalty of US$10 per acre per
year ('Minimum Royalty') from the 21 st to 25th year, US$15 per acre per year
from the 26th to 30th year and thereafter US$20 per acre per year. This Minimum
Royalty is in addition to other rental payments due under the TomCo Leases. The
Minimum Royalty will be adjusted annually in line with any increase of the US
Consumer Price Index.

TomCo is also required to conduct all operations in a lawful manner and to post
a bond or give other security to the State of Utah to assure appropriate
reclamation 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 be
forfeited.

In addition to the payment of rent, TomCo must pay a production royalty of 5 per
cent. 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 Utah
after the first 5 years of production by up to 1 per cent. per annum subject to
a maximum production royalty of 12.5 per cent. However, no royalty is payable on
the 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 do
not contain any specific work commitments.

The State of Utah Institutional Trust Lands Administration has issued oil and
gas leases on some of the land subject to the TomCo Leases and TomCo is under an
obligation 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, generally
shales, rich enough in organic matter, kerogen, to yield synthetic petroleum
products following heating at temperatures of the order of 450-500 degrees C and
in the absence of air, a chemical process termed pyrolysis. Although oil shale
is a known source of oil, the cost of extraction is currently high relative to
other petroleum resources and consequently the potential has not yet been
realised on a truly commercial basis.

Existing methods of extracting oil from shale, which are described in further
detail below, currently produce oil at costs which are above the long term
historic price of oil. The Directors and the Proposed Director believe, however,
that the strategic benefit of producing oil in stable economic regimes such as
the US may encourage the development of more economic technologies and so enable
the 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 mines
from some 39 core holes in the area and 20 exploratory wells and information
from the outcrops using the accepted Fischer assay method. 'Potential Reserves'
for whole claim blocks were estimated, based on a minimum oil shale seam
thickness of 15ft and a minimum yield of 30 gallons per ton, and were classified
as 'Indicated' or 'Inferred' based on the proximity to the nearest drillhole.

The USGS estimates were reported for whole claim blocks, with the TomCo Leases
covering sub-sections of these. Notwithstanding this, and applying the USGS
analysis to various full and part blocks of the TomCo Leases gives the
estimation of an 'Indicated Potential Reserve' of 120 million tons representing
85 million barrels of oil, and an 'Inferred Potential Reserve' of 150 million
tons representing 110 million barrels of oil, therefore totalling a potential
yield of some 195 million barrels of oil from shale.

SRK has independently estimated the potential oil content within the TomCo
Leases, using the same methodology as the USGS, but based on the data from the
four nearest drill holes to TomCo Leases only. Using this approach, SRK's
comparable estimate would be 390 tons with an overall potential yield of some
230 million barrels contained in oil shales with an average thickness of some
68ft and a mean yield of 25 gallons per ton.

Being an unconventional resource, oil shale does not fit easily into the usual
petroleum classification codes; SRK has chosen therefore to report using the
terms and definitions and guidelines proposed in the 2004 edition of the
Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves (the 'JORC Code'). The JORC Code is designed primarily for the
reporting of hard rock mineral deposits, however it is applied on a wider range
of sedimentary mineral resources such as coal, and given that the TomCo Leases
could be exploited at least in part by open pit mining, SRK considers it to be
an appropriate code in this case.

TomCo's holdings occur in six separate lease areas. It is SRK's opinion that the
oil shale present in the three eastern most of these is sufficiently known to be
an Inferred Mineral Resource as defined by the JORC Code, and as such have
estimated these to contain some 200 million tons of oil shale containing a
potential yield of 120 million barrels with an average yield of 25 gallons per
ton. This resource could in theory be accessed via open pit mining and
'traditional' retorting of the shale to release the oil, although in situ
methods 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 is
almost 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 is
no nearby drillhole data. Notwithstanding this, it is fully expected by SRK that
limited further drilling would enable a mineral resource to be reported for
these areas and that this has the potential to double the aforementioned
Inferred 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 as
the hydrocarbons in oil shale are present in the form of solid materials and
therefore cannot be extracted using conventional oil drilling methods. The rock
must therefore be heated to a high temperature and the resultant liquid
separated, a

process known as retorting. Existing retorting technologies fall into one of two
groups: mining (followed by surface retorting) and in situ retorting.

Whilst neither of these methodologies are currently in wide-scale commercial
use, the Directors note that significant developments are being made in the
field of the development of in situ oil shale extraction technology by major oil
companies and smaller developers of mining technology. Shell, in particular, has
made significant technological advancements in oil shale extraction at its
Mahogany research project, located in the Piceance Basin, east of the Green
River formation near Meeker, Colorado, some 100 miles (162 kilometres) east of
the TomCo Leases. Shell has announced that its in situ extraction technology
could 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 political
pressures on the United States to reduce its current, and potentially future,
reliance on foreign sources of oil. The United States is currently a net
importer of oil, and the Directors expect concern over its reliance on foreign
sources to increase in the foreseeable future due to the growing demand for oil
within the US coupled with supply anxiety regarding the steady supply of oil to
the US from the Middle East. Furthermore, global oil supplies are widely thought
to have peaked, with the current annual consumption of crude oil exceeding the
rate at which new oil reserves are discovered at the approximate ratio of 3 to
1.

The Naval Petroleum and Oil Shale Reserves office of the US Department of Energy
was created by an Executive Order by President Taft in 1912 to oversee the US
strategic interests in oil shale. The NPOSR published a report in March 2004
entitled 'Strategic Significance of America's Oil Shale Resource' which sets out
the strategic rationale for developing US oil shale resources. The report
proposed that an oil shale industry could be established in the US by 2011 with
an 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 Oil
Shale: A Roadmap for Federal Decision Making' in December 2004, which set out a
series of recommendations for the implementation of a programme for development
of the US oil shale resources. The report proposed federal actions to facilitate
and stimulate private industry for the development of the domestic oil shale
industry over a long period of time, comparable to the initiatives undertaken by
the Canadian government in the 1960s in respect of the Canadian tar sands
resources, which are currently yielding approximately 1 million barrels of crude
oil per day. The report also noted the potential future reliance of the US
military on the supply of oil shale, given the increasingly limited sources of
foreign oil coupled with the greater risk of supply disruptions due to political
instability.

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 develop
oil shale and oil sands. Under the guidance of the Energy Act the BLM, which
holds the leasing rights over approximately 80 per cent. of the land comprising
the Green River formation, invited proposals to lease small oil shale bearing
tracts for RD&D purposes, each of which includes a preferential right to later
convert the RD&D lease to a larger commercial lease conditional on the lessee
developing a commercially and environmentally viable approach. The Directors
believe that these actions form part of a strategic plan by the US government to
form 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-term
asset to be exploited when the commercial conditions are suitable, which
conditions may include the continued high price of oil and the successful
development of one or more commercially-viable oil shale extraction
technologies. At such time the Board would seek, as appropriate, to develop the
TomCo Leases in conjunction with holders of intervening and surrounding leases,
enter into joint ventures with other lessees or operators or dispose of the
leases or either of them to a third-party for development.

The Directors and Proposed Director believe that the value of the TomCo Leases
is enhanced by their status as State of Utah School and Institutional Trust
Lands Administration leases, which currently have a longer term than leases
available from the BLM. In addition, the Directors and Proposed Director

believe that the conditions attached to the State of Utah leases are likely to
be less restrictive than those available under the BLM leasing initiative and
may therefore prove more attractive to prospective acquirers or partners. The
Board will, however, consider disposal or commercialisation of the TomCo Leases
in the short to medium term if the terms of any such disposal or
commercialisation 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 Company
on completion of the Acquisition. With effect from Completion it is proposed
that Howard Crosby will assume the role of Chief Executive Officer of the
Company and John May will assume the role of Finance Director of the Company.
Brief biographical details of the Directors and the Proposed Director are set
out below.

6.1. Directors

The current composition of the Board of the Company is as follows: Stephen Anton
Komlosy, aged 65 (Executive Chairman)

Stephen, a member of MENSA, has over 45 years experience in business as a
proprietor and has been a director of a number of public companies operating in
the UK and the USA, and was until October 2005 chairman of AIM listed London and
Boston Investments Plc (now PSG Solutions Plc), moving the company to OFEX and
then to AIM. Previously, Stephen was instrumental in the flotation of PremiSys
Plc, the Laurie March Group and, on NASDAQ, Avatar Systems Inc., of which he
remains a director. Stephen has been a director of a number of publicly listed
companies, including LPO, Pavilion Leisure Plc and Branon Plc, a supplier to
North Sea Oil Companies and Ministry of Defence supplier, which he co-founded
and where he was the director in charge of the launch of Cavendish Petroleum
Plc, an Ohio, USA gas producer. Additionally, since 1964, Stephen has built up
three private property companies, two of which have been amalgamated with public
companies. 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 chairman
of The Genesis Initiative Limited, a lobby group for small business to the UK
Parliament. John is the principal of his own London-based chartered accountancy
practice. John was finance director of AIM listed PSG Solutions PLC, formerly
London & Boston Investments Plc, until December 2005, and was previously finance
director of Healthcare Enterprise Group Plc (formerly Interactivity Plc) and
non-executive director of Croma Group Plc, both of which are listed on AIM. From
1977 to 1994 John was a senior partner with Horwath Clark Whitehill, where he
served for eight years on the managing board and for nine years as chairman of
its Thames Valley offices. In his capacity as UK national marketing partner and
head of its property consultancy division, he was a director of its UK and
international associations. John is currently a non-executive director of
Platinum Diversified Mining Inc. listed on AIM, NASDAQ-listed Avatar Systems
Inc. and non-executive chairman of Southbank UK Plc, listed on the Channel
Islands 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 Johns
Hopkins University, University of Miami and The Open University. Gerard's early
career was in investment banking and corporate finance, and he has over 20 years
experience with leading investment banks. His roles include managing director of
AIG Trading Corp (London & USA), vice president of Smith Barney & Co (Paris &
London) and vice president of Merrill Lynch International (San Juan, Paris and
London). He was chairman of AIM-listed Energy Technique Plc until November 2005
and currently is a director of AIM-listed Croma Group Plc. Gerard has fifteen
years experience with both private and public companies as a director in the UK
and 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 was
president and chief executive officer of Cadence Resources (AMEX) until June
2006. The company is a publicly traded oil and gas company with production
operations in Texas and Louisiana, which recently announced a merger with Aurora
Energy of Michigan, a company with extensive acreage holdings prospecting for
unconventional gas in the upper Midwest USA. Whilst he was a director the market
value of Cadence Resources increased from less than US$1 million to in excess of
US$450 million. Early in his career, Howard served as a vice president of UNC
Nuclear Industries, a division of United Nuclear Corporation, which was at the
time extensively involved in uranium exploration and production in the western
United States. Howard is also a vice president and director of White Mountain
Titanium Corporation Inc. as well as a director of High Plains Uranium, Inc., a
Canadian TSX listed company. He is also a director and was the prime mover in
the AIM flotation of Platinum Diversified Mining Inc. this year which raised
US$77.9 million net. He holds a B.A. from the University of Idaho. Howard was
appointed 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 experience
and is a prior non-executive of the Company. He was formally a management
executive at Lloyds TSB bank and is currently the local chairman, in the
Southwest of the UK, of Clydesdale Bank. Paul is a graduate of the Associate of
the Institute of Bankers, BSc (Econ) (Hons). Paul was appointed to the Board on
31 October 2006.

6.2 Proposed Director

On Completion it is intended that John Ryan will be appointed to the Board as an
executive director. John Patrick Ryan, aged 44 (Commercial Director)

John is executive vice president and chief financial officer of High Plains
Uranium Inc., which he led from start up in April 2004 to its successful IPO on
the Toronto Stock Exchange in December 2005. He is also currently chief
financial officer of Trend Mining Company and chief legal officer of Platinum
Diversified Mining, Inc., both of which focus on metals exploration. John has
over twelve years' senior level experience in the mineral and oil and gas
industry sectors. He was until October 2005 executive vice president and chief
financial officer of Cadence Resources where he was instrumental in negotiating
the acquisition of Aurora Oil & Gas Corporation Inc. which involved assisting
with the successful raising of over US$20 million in new equity capital to close
the transaction. John was previously executive vice president and chief
financial officer of Western Goldfields, Inc. and a stockbroker at Pennaluna &
Co., and Shearson-Lehman Brothers. John gained a BSc in Mining Engineering from
the 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 to
purchase the entire issued share capital of TomCo from the Vendors through the
allotment and issue of the Acquisition Shares, equating to a value of £5 million
at the Placing Price and approximately £2.05 million based on the closing middle
market price of 1.025 pence per new Ordinary Share on 29 June 2006, being the
day immediately prior to the suspension of the Company's shares from trading on
AIM.

The Vendors, their current holdings in TomCo and the number of Acquisition
Shares to be issued to them on Completion are as follows:
Holder                Shares in TomCo  Acquisition Shares Proportion of the
                                                          Enlarged Share Capital
Peter 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%
Baysville
International                 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, in
aggregate, 200,000,000 Ordinary Shares, representing 47.55 per cent. of the
Enlarged 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 ML
49571 to TomCo. Road Holdings and Creek Holdings

These companies are wholly-owned by Naomi Bodner and Laura Huberfeld
respectively, the wives of two prominent American businessmen, David Bodner and
Mark Huberfeld. Huberfeld and Bodner operate a company and a partnership as a
type of private hedge fund investing in high risk equity opportunities. Former
investments include Norcrown Trust and Bank (now sold to Valley Bancorp) and
mPhase Technologies, Inc.

Meadow Holdings

Wholly-owned by Mark Nordlicht, a resources entrepreneur. Mr. Nordlicht was a
founder shareholder and is current Executive Chairman of Platinum Diversified
Mining Inc., a company in which Howard Crosby, John Ryan and John May are also
directors and founder shareholders.

Baysville International

A BVI company administered by a Jersey trust which has invested in several
projects in which Howard Crosby and/or John Ryan have been involved. Baysville
International is wholly owned by Mr Harlan Seachris, a US national resident in
Germany. Mr Seachris is an entrepreneur involved in the provision of advice to
early stage companies.

The Acquisition Agreement is conditional upon the Rule 9 Waiver, approval of the
Acquisition by Shareholders and Admission. The Acquisition Agreement contains
restrictions as to matters which may be undertaken by the company prior to its
completion. It also contains warranties and indemnities appropriate to the size
and nature of the Acquisition, which are subject to certain limitations. It also
provides that if any of the warranties are breached or found to be untrue,
misleading or inaccurate prior to completion of the Acquisition Agreement, then
the Company has the right to rescind the Acquisition Agreement. The Acquisition
Agreement is governed by English law.

Edward Michael Cox

Edward is currently chief operating officer and founder of Pangea Pictures
Corporation and a director of TomCo. Edward has in the past worked as a business
strategist in the film and mining industries, including US Silver Corporation
and 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 Pixel
Productions 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 to
the 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 will
be used to provide the Enlarged Group with additional funding for its ongoing
working capital requirements, in particular to enable the Company to investigate
and take advantage of potential investment opportunities within the United
States' oil industry.

The Placing Shares will represent approximately 12.18 per cent. of the Enlarged
Share Capital of the Company following Admission, be fully paid and rank equally
in all respects with the Existing Ordinary Shares and the Acquisition Shares.

The Company, the Directors and Proposed Director have entered into the Placing
Agreement with Strand Partners. The Placing has not been underwritten. Strand
Partners has conditionally agreed to use all reasonable endeavours to procure
placees for all of the Placing Shares at the Placing Price. The Placing is
conditional, amongst other things, upon the Placing Agreement becoming effective
on or before 16 January 2007, or such later time and date as the Company and
Strand 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 million
by the issue of Ordinary Shares at not less than the Placing Price before 31
January 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 been
issued with the Strand Warrant, pursuant to which it has the right to subscribe
at the Placing Price for such number of Ordinary Shares as represents 2 per
cent. 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 to
Admission.

10. Dividend policy

The Directors and the Proposed Director do intend that the Company will commence
the payment of dividends when it becomes commercially prudent to do so, and
subject always to the Company having sufficient distributable profits to enable
it to do so.

11. Change of company name

To reflect the proposed changes to the Company, its management and operations as
a result of the Acquisition, it is proposed that, conditional on completion of
the 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 of
the Concert Party give rise to certain considerations under the City Code. Brief
details of the Panel, the City Code and the protections they afford to
Shareholders are described below.

The City Code is issued and administered by the Panel. The City Code applies to
all takeovers and merger transactions, however effected, where the offeree
company 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 private
limited companies. Netcentric is such a company and Shareholders are entitled to
the protection afforded by the City Code.

Under Rule 9 of the City Code, when any person or group of persons acting in
concert individually or collectively are interested in shares which in aggregate
carry not less than 30 per cent. of the voting rights of a company but does not
hold shares carrying more than 50 per cent. of the voting rights of a company
and such person or any person acting in concert with him acquires an interest in
any other shares, which increases the percentage of the shares carrying voting
rights in which he is interested, then that person or group of persons is
normally required by the Panel to make a general offer in cash to all
shareholders of that company at the highest price paid by them for any interest
in shares in that company during the previous 12 months.

Under the City Code, a concert party arises where persons acting together
pursuant to an agreement or understanding (whether formal or informal) actively
co-operate to obtain or consolidate control of that company or to frustrate the
successful outcome of an offer for the company. Control means the holding, or
aggregate holdings, of interests in shares carrying 30 per cent. or more of the
voting rights of the company, irrespective of whether the holding or holdings
give de facto control.

In the context of the Acquisition, the Panel, which has been consulted by Strand
Partners on behalf of the Company, considers that the Vendors, Howard Crosby,
Bobby Cooper, Thomas Loucks and Kevin Stulp are persons acting in concert for
the purposes of the City Code in relation to the Company.

Information relating to the Vendor Directors, John Ryan and Howard Crosby is set
out in paragraph 7 of this Part 1 and information relating to the other Vendors
is set out in paragraph 8 of this Part 1. Bobby Cooper and Thomas Loucks are
founder shareholders and directors of Platinum Diversified Mining Inc. with John
Ryan and Howard Crosby, and are co-directors of Silver Crest Resources Inc. with
Howard Crosby. Bobby Cooper is also a co-director with John Ryan, and a former
co-director with Howard Crosby, of High Plains Uranium Inc. Kevin Stulp was a
founder shareholder and director of Cadence Resources with Howard Crosby and
John Ryan and is a former co-director of John Ryan and Howard Crosby.

Following completion of the Proposals, the Concert Party will hold 248,124,681
Ordinary Shares representing approximately 58.99 per cent. of the voting rights
attaching to the Enlarged Share Capital and would be entitled to increase their
interest in the voting rights of the Company without incurring any further
obligation under Rule 9 of the City Code to make a general offer. The respective
interests of the members of the Concert Party in the Company following
completion of the Proposals are set out in the Admission Document.

The Panel has agreed, subject to the approval of the Independent Shareholders at
the Extraordinary General Meeting, to waive the obligation for the Concert Party
to 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 a
poll of the Independent Shareholders.

Following completion, the Concert Party shall hold more than 50 per cent. of the
Company's voting share capital and for so long as they continue to be treated as
acting in concert may accordingly increase their aggregate interest in shares
without incurring any obligation under Rule 9 to make a general offer, although
individual members of the Concert Party will not be able to increase their
percentage interest in shares through or between a Rule 9 threshold without
Panel 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 Howard
Crosby will be interested in approximately 57.63 per cent. of the Enlarged Share
Capital. They have undertaken to the Company and Strand Partners that, except in
certain limited circumstances, they will not dispose of any interest in the
Ordinary Shares held by them for a period of 12 months from the date of
Admission and, for the following 12 months, that they will only dispose of their
holdings with the consent of the Company's broker and nominated adviser from
time 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 have
been granted New Warrants conditional upon completion of the Acquisition and
Placing. The New Warrants entitle each holder to subscribe for up to 7,386,692
Ordinary Shares at the Placing Price, representing 2 per cent. of the Enlarged
Share Capital.

16. Admission Document

The Admission Document setting out details of the Proposals and including a
notice of the EGM, accompanied by the form of proxy, will be posted to
Shareholders today. Copies of the admission document will be available to the
public free of charge from today at the offices of Strand Partners Limited at 26
Mount Row, London SW1 3SQ and at Wallace LLP, One Portland Place, London, W1B
1PN during normal business hours on any weekday (other than Saturdays and public
holidays), 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 on
CREST) 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 2007
Enlarged 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 2007
Placing Shares expected to be despatched (where applicable)
by


Enquiries:

Simon Raggett/Warren Pearce                     [phone]
Strand Partners Limited

Simon Rothschild/Louise Mason                   [phone]
Bankside Consultants

Strand Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as nominated adviser and broker
to the Company in connection with the Acquisition, Placing and proposed
admission of the Enlarged Share Capital to trading on AIM. Its responsibilities
as the Company's nominated adviser and broker under the AIM Rules are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Director or Proposed Director or to any other person in respect of his decision
to 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 be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this announcement or the Acquisition, the Placing or the proposed admission of
the Enlarged Share Capital to trading on AIM. No representation or warranty,
express or implied, is made by Strand Partners Limited as to the contents of
this announcement, without limiting the statutory rights of any person to whom
this announcement is issued. The information contained in this announcement is
not intended to inform or be relied upon by any subsequent purchasers of New
Ordinary Shares (whether on or off exchange) and accordingly no duty of care is
accepted in relation to them.

Strand Partners Limited has approved the contents of this announcement solely
for 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 an
invitation to purchase any securities.

The following definitions apply throughout this announcement, unless the context
requires 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 the
Agreement'        Company and the Vendors relating to the Acquisition.

'Acquisition      the 200,000,000 new Ordinary Shares in the Company to be
Shares'           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 Corporation
Resources'        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 immediately
Capital'          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 this
Ordinary Shares'  announcement.

'Existing         the warrant to subscribe for Ordinary Shares created under the
Warrant'          warrant instrument issued by the Company on 22 July 2002.

'Extraordinary    the extraordinary general meeting of the Company, notice of
General 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 the
Agreement'        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 by
Code'             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 subsidiary
Securities'       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.
'subsidiary
undertaking'

'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 security
or 'in            concerned as being held in uncertificated form in CREST and
uncertificated    title to which may be transferred by means of CREST.
form'

'United Kingdom   the Financial Services Authority, acting in its capacity as
Listing           the competent authority for the purposes of Part VI of the
Authority'        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.




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