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Voss Net PLC (VOS)

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Monday 04 September, 2006

Voss Net PLC

Re Acquisition & Placing

Voss Net PLC
04 September 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

                                                                4 September 2006

                   Voss Net plc ('Voss Net' or 'the Company')

        Proposed acquisition of Tanzania Gold Limited ('Tanzania Gold')
Proposed placing of 4,872,500 New Ordinary Shares of 0.2p each at a price of 50p
                                   per share
                     Proposed 1 for 20 share consolidation
           Waiver of Rule 9 of the City Code on Takeovers and Mergers
                     Change of name to 'Tanzania Gold plc'
                    Adoption of new 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.

Highlights

  • The board of Voss Net is pleased to announce that it has today
    conditionally agreed to acquire the entire issued share capital of Tanzania
    Gold Limited which has an interest in the Mkurumu Gold Project, located 125
    kilometres to the south-west of Dodoma in Tanzania, the third largest gold
    producer in Africa

    - Tanzania Gold's wholly owned subsidiary has a Joint Venture with AngloGold 
      Ashanti in Tanzania. Tanzania Gold has the right to earn up to 46 per cent. 
      of the Mkurumu Gold Project, covering approximately 43 square kilometres,
      by spending a total of USD650,000 over two years

    - Basic geological mapping, regional soil geochemical surveys and rock
      chip sampling have already commenced

    - Drilling programme is scheduled to commence immediately upon
      Completion.

  • Placing to raise approximately £2.44 million gross (approximately £1.97
    million net of expenses) by the issue of, in aggregate, 4,872,500 New
    Ordinary Shares with institutional and other investors at 50 pence per share
    (equivalent to 2.5 pence per Existing Ordinary Share), to fund an extensive
    drilling programme on the Mkumuru Gold Project, followed by the analysis and
    dissemination of the results, with the balance used to provide the Enlarged
    Group with additional funding for its ongoing working capital requirements.

  • Share consolidation comprising one New Ordinary Share of 0.2 pence each
    for every 20 Ordinary Shares of 0.01 pence each.

  • Board to be strengthened through the appointment of Clive
    Sinclair-Poulton, Mark Burchnall, Tony Hopkins and Melissa Sturgess,
    conditional upon Completion.

  • Voss Net to change its name to 'Tanzania Gold plc'.

  • Strand Partners is acting as Nominated Adviser and Broker in connection
    with the Proposals. Mirabaud Securities is today being appointed as Broker
    following publication of the Admission Document.

Clive Sinclair-Poulton, Director of Tanzania Gold and proposed Chief Executive
of the Enlarged Group, commented:

'We are very positive regarding the potential of Tanzania. We also believe there
is considerable benefit in our joint venture with AngloGold Ashanti. We know
this combination can only be positive to our partnership with Voss Net'

Enquiries:

Voss Net Plc
Gerard Nealon, Executive Chairman                 Tel: (020) 7929 4391

Tanzania Gold Limited
Clive Sinclair-Poulton, Director                  Mob: (07768) 612 912

Strand Partners Limited
James Harris                                      Tel: (020) 7409 3494
Matthew Chandler

St Swithins PR Limited
Gary Middleton                                    Tel: (020) 7929 4391


This summary should be read in conjunction with the full text of this
announcement set out below.


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.

The Directors and Proposed Directors of Voss Net plc, accept responsibility,
individually and collectively, for the information contained in this
announcement and for compliance with the AIM Rules. To the best of the knowledge
and belief of the Directors and Proposed Directors, who have taken all
reasonable care to ensure that such is the case, the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.



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


                                                                4 September 2006

                                  Voss Net plc
                         ('Voss Net' or 'the Company')

                 Proposed acquisition of Tanzania Gold Limited
Proposed placing of 4,872,500 New Ordinary Shares of 0.2p each at a price of 50p
                                   per share
                     Proposed 1 for 20 share consolidation
           Waiver of Rule 9 of the City Code on Takeovers and Mergers
                     Change of name to 'Tanzania Gold plc'
                    Adoption of new Articles of Association
                  Application for admission to trading on AIM
                    Notice of Extraordinary General Meeting

1. Introduction

The Board is pleased to announce that the Company has conditionally agreed to
acquire the entire issued share capital of Tanzania Gold Limited through the
issue of 9,000,000 New Ordinary Shares valuing Tanzania Gold at approximately
£4.5 million at the Placing Price and approximately £6.75 million based on the
closing middle market price of 75 pence (as adjusted for the share
consolidation) per New Ordinary Share on 17 May 2006, being the last business
day immediately prior to the suspension of the Ordinary Shares from trading on
AIM. Following press speculation concerning this transaction, and an
announcement by the Company on 18 May 2006 confirming that the Company was in
discussions with respect to an acquisition which would constitute a reverse
takeover under the AIM Rules, the Existing Ordinary Shares were suspended from
trading on AIM. With today's announcement that suspension has been lifted.

Tanzania Gold is an Irish registered holding company which seeks to create
tangible shareholder value through the discovery and exploitation of gold
projects and assets situated in Tanzania and which owns an interest in a
property forming a block of approximately 43.39 square kilometres situated in
Mkurumu, 125 kilometres to the south-west of Dodoma, Tanzania which is an area
of current artisanal gold mining.

In order to provide funding for the ongoing working capital requirements of the
Enlarged Group, Voss Net proposes to raise approximately £2.44 million before
expenses (approximately £1.97 million net of expenses) through the placing of
4,872,500 New Ordinary Shares with institutional and other investors at the
Placing Price. Strand Partners has conditionally agreed to use its reasonable
endeavours to procure placees for all of the Placing Shares.

In view of the size and nature of the Acquisition and the fact that one of the
Sellers, Hereford Group Limited, owns the entire issued share capital of Zaika
(an existing substantial shareholder in Voss Net), the Acquisition constitutes
both a reverse takeover of the Company and a related party transaction under the
AIM Rules. Accordingly, the Proposals are conditional, inter alia, on the
approval of both Shareholders and Independent Shareholders, such approval to be
sought at the EGM. Following Completion, the Sellers, Zaika and Finscan
Investments (an existing minority shareholder in Voss Net, details of which are
set out in the Admission Document) will, together, be the beneficial owners of,
in aggregate, 11,637,401 New Ordinary Shares, representing approximately 48.44
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 Sellers, Zaika or Finscan Investments to make
a general offer to Shareholders under Rule 9 of the City Code arising from the
issue to the Sellers of the Acquisition Shares pursuant to the Acquisition
Agreement.

If the 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. If the 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 29 September 2006.

Following Completion, the existing management team of Tanzania Gold, together
with the other Proposed Directors, will assume responsibility for the Enlarged
Group, including all of Voss Net's and Tanzania Gold's assets, and all of
Tanzania Gold's existing shareholders will exchange their Tanzania Gold Shares
for New Ordinary Shares.

2. The Company and its investment strategy

The Company was incorporated on 13 April 1994 in England and Wales with the name
Yieldbid Public Limited Company and changed its name to Voss Net plc on 19
September 1994. It was admitted to trading on AIM on 14 August 1995 as the
holding company of two trading subsidiaries, Vossnet (U.K.) Limited and Voss Net
Communications Limited, whose principal activities were respectively the
development and marketing of a generic interactive electronic system for the
exchange and sale of purchasing information, and communication consultancy and
hardware sales.

Further to the completion of the Company Voluntary Agreement on 4 November 2005,
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.

The Company's investment strategy, approved by Shareholders at the recent annual
general meeting held on 22 May 2006, is to acquire the shares or assets of an
early stage company within the mining sector. Suitable potential targets would
operate outside the United Kingdom and would preferably be based in Africa to
enable the Company to capitalise on the executive directors' considerable direct
experience in the African mining community and their contacts within the
industry.

If the Acquisition does not proceed, the Directors will continue to pursue the
aforementioned strategy. Shareholders should however be in no doubt as to the
importance of the Proposals to the future of the Group since the Directors
believe that the combination of the Acquisition and the Placing is an essential
step towards restoring the Company to a secure financial position. The
Acquisition and the Placing are each conditional upon the other proceeding. If
the Acquisition and Placing do not proceed, for whatever reason, the Company
would need to attempt to raise further funds or seek alternative methods of
financing, on account of the fact that it will have incurred expenses amounting
to approximately £365,000 in pursuit of the Acquisition and would not have
sufficient working capital for its present requirements, that is for at least
the next twelve months from the date of this announcement. If such funds could
not be raised or alternative methods of financing secured, the Board would have
to urgently consider alternative courses of action, such as the initiation of
insolvency procedures, in which event the Company would be delisted from trading
on AIM.

3. Background to and reasons for the Acquisition

As set out above, Voss Net's primary objective as an investment company is to
acquire the shares or assets of a company operating within the mining sector,
preferably based in Africa and at an early stage in its development. In line
with this strategy, the Directors believe that the Acquisition represents a
substantial opportunity with the potential to deliver significant long-term
enhancement of shareholder value and provide the Company with a number of
benefits. In particular the Directors believe that the Acquisition will:

i)  provide the Company with a business with good prospects for commercial
    development and future growth, managed by an experienced management team,
    several members of which will be joining the Board;

ii) provide the Company with access to Tanzania Gold's significant
    expertise, experience and contacts and strategic partnerships in the fields of
    mining exploration and natural resources; and

iii)raise the profile of the Enlarged Group which may be expected to allow
    the Enlarged Group to attract and retain additional suitably qualified and
    experienced personnel to further augment the experience of the Directors and
    Proposed Directors. Tanzania Gold may also be expected to benefit from the
    perceived status and stature of being part of a publicly traded group, which may
    enhance its reputation and financial standing with its key partners and
    suppliers. In particular, it will provide a means by which the Enlarged Group
    can potentially fund its necessary mineral exploration activities, develop
    projects and, where appropriate, attract further joint venture partners.

4. Information on Tanzania Gold, its business and strategy and the Joint Venture
Agreement

Tanzania Gold is a privately owned holding company incorporated in Ireland and
based in Cork. Founded on 13 January 2005 by Clive Sinclair-Poulton, Tony
Hopkins and David Jordan, its primary objective is to create shareholder value
through the discovery, exploitation and analysis of gold exploration projects
and assets, initially in Tanzania. Utilising its established network of
relationships, it sources and reviews available project opportunities to
determine whether they appear likely to have sufficient potential to host viable
economic gold deposits and then works closely with the investment community to
implement a strategy to realise this value and create capital growth for its
shareholders. Any projects or prospecting licences that are acquired either
directly or through joint venturing arrangements in pursuit of this strategy,
are intended to be managed and developed via Tanzania Gold's wholly owned UK
operating subsidiary, Anglo Tanzania Gold.

Anglo Tanzania Gold's sole asset is a share in a property forming a block of
approximately 43.39 square kilometres situated in Mkurumu, 125 kilometres to the
south-west of Dodoma, Tanzania which is an area of current artisanal gold
mining. The prospecting licence in respect of this area was originally granted
to a Tanzanian company, Mafulira Village Mining Company, by the Tanzanian
authorities and on 23 October 2004 it entered into an agreement with Ashanti
Exploration Tanzania. Initial exploration work performed by Ashanti Exploration
Tanzania and its parent company, AngloGold Ashanti, on the site to date, has
consisted of basic geological mapping, regional soil geochemical surveys and
rock chip sampling and ongoing work involves infill soil sampling and mapping at
a 1:500 scale.

On 10 May 2005, Anglo Tanzania Gold entered into a joint venture agreement with
Ashanti Exploration Tanzania, which has subsequently been amended by an addendum
executed on 29 August 2006. Under the terms of the Joint Venture Agreement,
Anglo Tanzania Gold will, in return for meeting certain exploration and
financing obligations of US$300,000 for a one year period ending 9 September
2006 and, in aggregate, US$650,000 over a two year period ending 9 September
2007, acquire 50 per cent. of Ashanti Exploration Tanzania's rights in the
Mkurumu property, amounting to 46 per cent. of the total property. In order to
retain this 46 per cent. interest, Anglo Tanzania Gold must spend, by way of
exploration and financing, a further US$400,000 in year three, ending 9
September 2008. Therefore, on fulfilment of its obligations, each of Anglo
Tanzania Gold and Ashanti Exploration Tanzania will own 46 per cent. of the
property with the remaining 8 per cent. owned by Mafulira Village Mining
Company. In addition, Ashanti Exploration Tanzania was granted first option on
any disposal by Anglo Tanzania Gold to acquire its participation in the Joint
Venture on terms no less favourable than those afforded to any third party.

Under the terms of the Joint Venture Agreement, both parties' 46 per cent.
interest will be diluted to a 35 per cent. interest or 2 per cent. Net Smelter
Return should either party elect not to co-fund any pre-feasibility study (on
the prospecting area to assess the economic viability and technical
exploitability of Mineral Substances). Such pre-feasibility studies are at the
first option of Ashanti Exploration Tanzania.

Anglo Tanzania Gold has full operational control of the drilling and exploration
programme and reports to a committee comprising three representatives from each
of Anglo Tanzania Gold and Ashanti Exploration Tanzania. It intends to employ a
relatively small core team comprising geologists, technicians, administrators,
drivers and support staff who are to be located in office premises in Mwanza and
on site in Mkurumu in Tanzania. Additional technical resources will be
sub-contracted or outsourced from third party agents as required in order to
perform physical exploration activities, drilling, analysis/reporting of results
and airbourne surveys. Such a strategy provides flexibility and serves to reduce
capital expenditure requirements whilst minimising the company's cost base.

As at the date of this announcement, Anglo Tanzania Gold has incurred
expenditure of approximately US$329,000 in respect of its exploration and
financing obligations under the Joint Venture Agreement. Expenditure during the
first year has been targeted at, inter alia, re-appraising the results of
previous exploration, designing and interpreting a geological and economic model
for the deposit, infill mapping, sampling and drilling to determine the nature
and distribution of the gold mineralisation and appraisal of the results.
Exploration activity during the second year is to be driven by resource
definition through further drilling coupled with engineering and metallurgical
studies to potentially convert resources into reserves, the data from which
would form the basis of a pre-feasibility study. The Directors and Proposed
Directors intend to produce a resource statement in late 2007.

The Mkurumu site has well established accessibility via regional roads and
tracks that are linked to sealed highways leading east to the coast and main
ports. Historically, eastern Tanzania has not been as extensively explored as
the Lake Victoria region in the north, which hosts some of the country's best
known gold reserves. Nonetheless, prior to the 1970s, exploration in the area
identified many potentially exploitable gold concentrations, on which little
subsequent work has been undertaken. The Directors and Proposed Directors
therefore believe that by applying more modern exploration techniques,
substantial cost effective development can now be effected upon these
occurrences with the objective of progressing rapidly to production.

The mineral exploration assets of Anglo Tanzania Gold have been reviewed by the
Independent Geologists whose report, and opinion on the Mkurumu project and
appropriateness of the proposed work programme, are set out in the Admission
Document.

5. Current trading and prospects for the Enlarged Group

Financial information on Voss Net for the period ended 31 December 2005 is set
out in the Admission Document. Since 31 December 2005, the Company's only
activity has been to search for and evaluate suitable acquisition opportunities
in line with its investment strategy and to enter into the agreements set out in
the Admission Document published today.

Financial information on Tanzania Gold as at 31 May 2006 is also set out in the
Admission Document. Since 31 May 2006, Tanzania Gold's only material activity
has been to enter into the agreements set out in the Admission Document
published today.

The Directors and Proposed Directors are optimistic as to the Enlarged Group's
prospects based on the combination of a continuation of the Company's strategy,
the Acquisition, the Placing and their expectations for the commercial potential
and value enhancement of the current joint venture project within Tanzania Gold
through the planned field work programme.

6. Directors and Proposed Directors

At the EGM, resolutions will be proposed, conditional on obtaining Shareholders'
approval of the Acquisition and Independent Shareholders' approval of the Waiver
Resolution, to, inter alia, appoint Clive Sinclair-Poulton as Chief Executive
Officer, Mark Burchnall as Executive Director and Tony Hopkins and Melissa
Sturgess as Non-Executive Directors. With effect from Completion, it is proposed
that Gerard Nealon, current Executive Chairman will assume the role of
Non-Executive Chairman and Denis Chambers will resign from the Board. Brief
biographical details of the Directors and Proposed Directors are set below.

Directors

The current composition of the Board of Voss Net is as follows:

Gerard Nealon M.Sc., B.Sc. (Hons) (Executive Chairman)

Gerard Nealon, aged 46, is a Chartered Chemist holding the degrees of B.Sc.
(Hons) in Biochemistry and M.Sc. in Forensic Science. He has approximately
twenty five years of work experience, primarily in the areas of forensic
science, quality systems, risk management, research & development, corporate
governance and due diligence. Gerard was initially employed by government
agencies, prior to moving into the private sector and founding his own
consulting Company in 1994. His main areas of operation have principally been
Australia, South Africa, Singapore, Malaysia, Thailand and the USA, having
previously held the positions of Chairman with Sylvania Resources Limited
(listed on AIM and ASX) and Commercial Manager with Dwyka Diamonds (listed on
AIM and ASX). Gerard is currently a director of Magnum Gold NL (listed on ASX)
and was appointed as Chairman of Voss Net in December 2004. On Completion,
Gerard Nealon will enter into a letter of appointment with the Company, details
of which are set out in the Admission Document.

Denis Chambers (Executive Director)

Denis Chambers, aged 63, has more than forty years experience as a stockbroker
having commenced his career with H. Vigne & Sons in 1962 before joining J. & A.
Scrimegeour in 1967 and then spending five years with Max Pollak & Freemantle in
Johannesburg, South Africa. In 1974 he joined the Mining Sales team at Williams
de Broe, becoming a partner in 1977 until leaving in 1999 to join Evolution
Beeson Gregory where he worked until 2003. Denis was appointed as a director of
Voss Net in December 2004.

Proposed Directors

Clive Sinclair-Poulton MA, MSI (Proposed Chief Executive Officer)

Clive Sinclair-Poulton, aged 50, studied law at Cambridge University, graduating
in 1978. He then spent twenty years in stockbroking and corporate finance. He
worked with such firms as Citibank, Security Pacific and Hoare Govett and set
up, and was CEO of, two UK institutional stockbroking firms. Since selling his
last stockbroking firm he has been involved in a number of corporate
transactions and was the Executive Chairman and founder shareholder of
themutual.net (listed on AIM). He has been involved in the natural resource area
for more than ten years. On Completion, Clive will enter into a service contract
with the Company, details of which are set out in the Admission Document.

Mark Burchnall BA, LLB (Proposed Executive Director)

Mark Burchnall, aged 30, graduated in 1998 from the Flinders University of South
Australia before working as a lawyer with a number of prominent Australian law
firms for approximately eight years. Most recently, Mark was employed as a
Senior Associate with Clayton Utz in Perth where he worked for over four years
in the corporate, energy and resources area, providing advice to a number of
Australian and internationally-listed clients, primarily with a natural
resources focus. He has a number of years of experience in public and private
capital raisings, asset and share sales and acquisitions (with the associated
due diligence enquiries) and is currently the Manager-Strategic Development for
Dwyka Diamonds Limited (listed on AIM and ASX), Sylvania Resources Limited
(listed on AIM and ASX) and Washington Resources Limited (listed on ASX). On
Completion, Mark will enter into a service contract with the Company, details of
which are set out in the Admission Document.

Tony Hopkins M.Sc., B.Sc. (Hons), MIMM, C.Eng. (Proposed Non-Executive Director)

Tony Hopkins, aged 65, is a geologist with more than forty years experience in
the production, financial and consultancy sectors of the international mining
industry. Tony trained in South Africa and has worked throughout Africa, North
and South America, the Commonwealth of Independent States and Australasia. He
has been involved in the exploration and development of a wide range of
commodities in the fields of base, precious, platinum group metals, strategic
and nuclear metals, diamonds and coal.

Tony began his early career in South and Central Africa in the Geological Survey
of Malawi and as an exploration and mining geologist in South Africa, South West
Africa and Uganda. This was followed by a ten-year period of exploration
management throughout Africa and South America. In 1986, Tony returned to the
United Kingdom and entered the financial and consulting sector of the mining
industry. He has been involved in the evaluation of, and the fund raising for,
mineral properties in North America, Africa, South America and Central Asia. In
late 1995, together with David Jordan he formed Ddraig Mineral Developments
Limited. On Completion, Tony will enter into a letter of appointment with the
Company, details of which are set out in the Admisssion Document.

Melissa Sturgess MBA, B.Sc. (Proposed Non-Executive Director)

Melissa Sturgess, aged 40, holds a Bachelor of Science degree and a Masters in
Business Administration. After an early career with British Airways plc and
lawyers, Mallesons Stephen Jaques, she formed her own consulting company in 1994
to work in the corporate development and promotion of a range of public
companies, including Aquarius Platinum where she was responsible for attracting
institutional shareholders. Melissa is currently executive chairman of Dwyka
Diamonds Limited and a non-executive director of both Churchill Mining PLC
(listed on AIM) and Sylvania Resources Limited (listed on AIM and ASX). On
Completion, Melissa will enter into a letter of appointment with the Company,
details of which are set out in the Admission Document.

7. Principal terms of the Acquisition

Pursuant to the Acquisition Agreement, the Company has agreed conditionally to
purchase the entire issued share capital of Tanzania Gold from the Sellers for a
maximum aggregate consideration of £4.5 million at the Placing Price, to be
satisfied through the issue of the Acquisition Shares.

On completion, the Sellers will receive, in aggregate, 9,000,000 New Ordinary
Shares, representing approximately 37.46 per cent. of the Enlarged Share
Capital.

Under the Acquisition Agreement, the Sellers, Clive Sinclair-Poulton and the
Company have given warranties and indemnities (subject to certain limitations)
appropriate to a transaction of the size and nature of the Acquisition, relating
to the business and assets of Tanzania Gold.

Further details of the warranties and indemnities are set out in the Admission
Document.

The Acquisition Agreement is conditional, inter alia, on:

1. the passing of those of the Resolutions at the EGM necessary to
   approve the purchase of the shares in Tanzania Gold and to authorise the 
   Company to issue the Acquisition Shares and Placing Shares;

2. the approval of the Rule 9 Waiver by the Panel; and

3. Admission.

Further details of the Acquisition Agreement are set out in the Admission
Document.

8. Details of the Placing and use of proceeds

Voss Net is proposing to issue up to 4,872,500 Placing Shares pursuant to the
Placing at the Placing Price to raise up to approximately £2.44 million before
expenses (approximately £1.97 million net of expenses).

The net proceeds of the Placing will be used to conduct an extensive drilling
and exploration programme in Tanzania followed by the analysis and dissemination
of the results, with the balance used to provide the Enlarged Group with
additional funding for its ongoing working capital requirements.

Further details of Anglo Tanzania Gold's planned work programme are contained in
the Independent Geologists' report in the Admission Document. The Enlarged Group
will require further funding to bring any of its projects into production.

The Placing Shares will represent approximately 20.28 per cent. of the Enlarged
Share Capital, will be fully paid and will rank equally in all respects with the
Existing Ordinary Shares.

On Completion, the Directors and Proposed Directors will hold approximately
18.82 per cent. in aggregate of the Enlarged Share Capital.

The Company, the Directors, the Proposed Directors and David Jordan 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 the Placing Shares at the Placing Price.
The Placing is conditional, inter alia, upon Admission becoming effective on or
before 29 September 2006, or such later time and date as the Company and Strand
Partners may agree, but in any event not later than 31 October 2006 and
completion of the Acquisition Agreement.

9. Capital Reorganisation

In order to make the number of Ordinary Shares in issue more manageable and the
share price more attractive to potential investors, the Company proposes, by
means of the Capital Reorganisation and subject to shareholder approval at the
EGM, to effect a share consolidation to reduce the number of authorised and
issued ordinary shares.

New Ordinary Share certificates will be issued and dispatched by 12 October 2006
and CREST holders will have their CREST accounts credited with their new
holdings. On despatch of the new certificates any existing certificates will
become valueless and can be destroyed.

The effect of the Capital Reorganisation will be to consolidate every 20
Existing Ordinary Shares into one New Ordinary Share.

Following completion of the Capital Reorganisation and the increase in the
Company's authorised share capital, the authorised share capital of the Company
will be £10,000,000, consisting of 4,672,723,485 New Ordinary Shares, 7,959,196
deferred shares of 4p and 339,581 deferred shares of 99p.

10. 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, the
Company will change its name to Tanzania Gold plc.

11. The City Code on Takeover 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
and to certain categories of private limited companies. Voss Net 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 Sellers, Zaika and Finscan
Investments are persons acting in concert for the purposes of the City Code in
relation to the Company. Zaika is an existing substantial shareholder in the
Company and is wholly owned by one of the Sellers. Finscan Investments is an
existing minority shareholder in the Company whose director is also a director
of two of the Sellers, being Hereford Group Limited and Zaika. Further
information on the Concert Party is set out in the Admission Document.

Following completion of the Proposals, the Concert Party will hold 11,637,401
New Ordinary Shares representing approximately 48.44 per cent. of the voting
rights attaching to the Enlarged Share Capital. The respective interests of the
members of the Concert Party in the Company following completion of the
Proposals are set out in the table below:

Name and address           Existing      Number of     Number of      Percentage
                    shareholding in  Tanzania Gold   Acquisition  holding in the
                        the Company         shares       Shares*  Enlarged Share
                                                                         Capital
Borak
Consultancy
Limited of
Childerley
Hall, Dry
Drayton,
Cambridgeshire
CB3 8BB                         Nil     3,000,000     2,048,030            8.52

Hereford Group
Limited of
Suite B, Level
15, Casey
Building, 38
Lok Ku Road,
Sheung Wan,
Hong Kong                  See note     1,962,500     1,339,753            5.58
                            below**

Tony Hopkins
of 21A
Roumania
Crescent,
Llandudno,
Conway LL30
1UP, Wales                      Nil     3,000,000     2,048,030            8.52

David Jordan
of 111
Victoria
Drive,
Llandudno
Junction,
Conway LL31
9BX, Wales                      Nil     3,000,000     2,048,030            8.52

Merrill
Profits
Limited of
P.O. Box 957,
Offshore
Incorporations
Centre, Road
Town, Tortola,
British Virgin
Islands                         Nil     1,962,500     1,339,753            5.58

Resource
Catalyst
Limited of
Childerley
Hall, Dry
Dryton,
Cambridgeshire
CB3 8BB                         Nil       258,400       176,404            0.73

Zaika Limited
of Omar Hodge
Building,
Level 2,
Wickham's Cay
1, Road Town,
Tortola,
British Virgin
Islands                48,748,032**             Nil           Nil         10.16

Finscan
Investments of
80 Broad
Street,
Monrovia,
Liberia                 4,000,000               Nil           Nil          0.83
                         ----------       ---------    ----------      ----------
Total
shareholding           52,748,032      13,183,400     9,000,000           48.44
                         ==========       =========    ==========      ==========


NOTES:
* - reflects the effect of the Capital Reorganisation.
** - Zaika is a wholly owned subsidiary of Hereford Group Limited. Accordingly,
Hereford Group Limited is the beneficial owner of the 48,748,032 Existing
Ordinary Shares that are currently registered in the name of Zaika Limited.

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
upon Completion. Accordingly, Resolution 2 is being proposed at the EGM and will
be taken on a poll of the Independent Shareholders.

Following Completion, the Company intends to migrate for tax purposes to the
Republic of Ireland and accordingly its place of central management and control
will also be transferred from the UK to the Republic of Ireland. Further to
consultation with the Panel, if such migration takes place, the Company would no
longer be subject to the provisions of, and benefit from, the shareholder
protections afforded by, the City Code. In such circumstances third parties
would no longer be obliged to comply, and the Company would not be able to
compel them to comply, with the City Code.

Further to consultation with The Irish Takeover Panel, the Directors and
Proposed Directors consider that if migration to the Republic of Ireland does
take place, the Company will thereafter become subject to the Takeover Rules of
The Irish Takeover Panel (the 'Irish Takeover Rules'). The Irish Takeover Rules
are broadly similar to the City Code and although there are differences in the
detailed provisions, shareholders of the Company would be afforded a similar
level of protection. For further details on the Irish Takeover Rules and their
application please consult The Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact The Irish Takeover Panel at telephone
number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.

12. Lock-in and orderly market arrangements

On Completion, the Sellers, Zaika and Finscan Investments will be interested in
approximately 48.44 per cent. of the Enlarged Share Capital. In addition to the
restrictions on disposals given by the Sellers pursuant to the Acquisition
Agreement, Denis Chambers, the Sellers, Zaika and Finscan Investments have
undertaken to the Company and Strand Partners that, except in certain limited
circumstances, they will not dispose of any interest in the New Ordinary Shares
held by them for the longer of twelve months from the date of Admission and
publication of the Enlarged Group's first drilling results, and, for the
following twelve months, that they will only dispose of their holdings with the
prior written consent of the Company's broker from time to time (such consent
not to be unreasonably withheld).

In aggregate, 11,887,401 New Ordinary Shares representing 49.48 per cent. of the
Enlarged Share Capital will be subject to the lock-in and orderly market
agreements referred to above. Further details of the lock-in and orderly market
agreements are set out in the Admission Document.

13. Extraordinary general meeting

In order to give effect to the Acquisition and to approve the other elements of
the Proposals, an extraordinary general meeting of the Company is being convened
for 11.00 a.m. on 27 September 2006.

14. Irrevocable undertakings

The Company has received irrevocable undertakings from the Directors and certain
significant Shareholders to vote in favour of the Acquisition, the Rule 9 Waiver
and the other resolutions to be proposed at the EGM in respect of, in aggregate,
57,748,032 Existing Ordinary Shares representing approximately 29.01 per cent.
of the Company's existing issued share capital. Further details of these
irrevocable undertakings are set out in the Company's Admission Document
published today.

15. 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 Joelson Wilson & Co at 30 Portland Place,
London W1B 1LZ during normal business hours on any weekday (other than Saturdays
and public holidays), until one month following the date of admission.

16. Expected timetable of principal events

Publication of the Admission Document                                4 September
                                                                            2006

Latest time and date for receipt of forms of proxy                 11 a.m. on 25
                                                                  September 2006

Payment to be received from Placees (other than through CREST)     12 p.m. on 25
pursuant to the Placing in cleared funds                          September 2006

Extraordinary General Meeting                                      11 a.m. on 27
                                                                  September 2006

Record date for the Capital Reorganisation                          5 p.m. on 28
                                                                  September 2006

Admission effective and dealings in the Enlarged Share Capital      29 September
expected to commence on AIM                                                 2006

Completion of the Acquisition                                       29 September
                                                                            2006

CREST accounts to be credited with New Ordinary Shares,             29 September
Acquisition Shares and Placing Shares (where applicable)                    2006

Definitive share certificates for the New Ordinary shares,       12 October 2006
Acquisition Shares and Placing Shares (where applicable) to be
despatched by




Enquiries:

Voss Net Plc
Gerard Nealon, Executive Chairman                 Tel: (020) 7929 4391

Tanzania Gold Limited
Clive Sinclair-Poulton, Director                  Mob: (07768) 612 912

Strand Partners Limited
James Harris                                      Tel: (020) 7409 3494
Matthew Chandler

St Swithins PR Limited
Gary Middleton                                    Tel: (020) 7929 4391


The Placing is not being made, directly or indirectly, in or into the United
States, Canada, Australia, Republic of South Africa or Japan or any other
jurisdiction in which such Placing or solicitation is unlawful. Accordingly,
this announcement is not being and should not be released or otherwise
distributed or sent in, into or from the United States, Canada, Australia,
Republic of South Africa or Japan, or any other jurisdiction where to do so
would be in breach of any applicable law and/or regulation. The New Ordinary
Shares to be allotted pursuant to the Acquisition and the Placing have not been
and will not be registered under the Securities Act of 1933, as amended, or
under the relevant securities laws of any state or other jurisdiction of the
United States, Canada, Australia, Republic of South Africa or Japan.
Accordingly, the New Ordinary Shares to be allotted pursuant to the Acquisition
and the Placing may not (unless an exemption under the Securities Act of 1933,
as amended, or other relevant securities laws is available) be offered, sold,
re-sold or delivered, directly or indirectly, in, into or from the United
States, Canada, Australia, Republic of South Africa, Japan or any other
jurisdiction where this would constitute a violation of the relevant laws of, or
require registration thereof in, such a jurisdiction or to, or for the account
or benefit of, any US persons or a person in, or resident of Canada, Australia,
Republic of South Africa or Japan.

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.

Definitions


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 Tanzania Gold pursuant to the Acquisition
                 Agreement;

'Acquisition     the conditional agreement between the Company (1), the Sellers
Agreement'       (2) and Clive Sinclair-Poulton (3) relating to the Acquisition,
                 further details of which are set out in the Admission Document;

'Acquisition     the 9,000,000 new ordinary shares of 0.2p each in the capital
Shares'          of the Company to be issued following the Capital
                 Reorganisation to the Sellers pursuant to the Acquisition
                 Agreement upon completion of the Acquisition;

'Admission'      the effective admission of the Enlarged Share Capital to
                 trading on AIM in accordance with Rule 6 of the AIM Rules;

'Admission       the document posted to Shareholders today;
Document'

'AIM'            the market known as AIM operated by the London Stock Exchange;

'AIM Rules'      the rules applicable to companies whose securities are traded
                 on AIM and their advisers, as published by the London Stock
                 Exchange from time to time;

'AngloGold       AngloGold Ashanti Limited, a company incorporated in the
Ashanti'         Republic of South Africa with registration number 1944/017354/
                 06, whose registered office is at 11 Diagonal Street,
                 Johannesburg 2001, South Africa;

'Anglo Tanzania  Anglo Tanzania Gold Limited (a wholly owned English operating
Gold'            subsidiary of Tanzania Gold), a company incorporated in England
                 and Wales with registered number 5291439, whose registered
                 office is at Childerley Hall, Dry Drayton, Cambridgeshire CB3
                 8BB;

'Ashanti         Ashanti Exploration Tanzania Limited (a wholly owned subsidiary
Exploration      of AngloGold Ashanti), a company incorporated in the Republic
Tanzania'        of Tanzania with registered number 39821 whose registered
                 office is at Plot 129, Block W, Capri Point, Mwanza, Tanzania;

'Board'          the directors of the Company from time to time;

'CA 1985' or     the Companies Act 1985, as amended;
'Act'

'Capital         the proposed 1 for 20 share consolidation, details of which are
Reorganisation'  set out in the Admission Document;

'City Code'      the City Code on Takeovers and Mergers;

'Company' or     Voss Net plc, a company incorporated in England and Wales with
'Voss Net'       registered number 2918391 whose registered office is at
                 Finsgate, 5-7 Cranwood Street, London EC1V 9EE;

'Company         the company voluntary agreement entered into on 24 November
Voluntary        2003, further to a meeting of creditors and members and
Agreement' or    completed on 4 November 2005, further details of which are set
'CVA'            out in the Admission Document;

'Completion'     completion of the Proposals;

'Concert Party'  Zaika Limited, Finscan Investments Limited, Borak Consultancy
                 Limited, Tony Hopkins, David Jordan, Hereford Group Limited,
                 Merrill Profits Limited and Resource Catalyst Limited;

'CREST'          the system for paperless settlement of trades and the holding
                 of uncertificated shares administered by CRESTCo Limited;

'Directors'      the directors of the Company at the date of this announcement;

'Enlarged Group' the Company as enlarged by the Acquisition;

'Enlarged Share  the issued ordinary share capital of the Company following
Capital'         Completion comprising the Existing Ordinary Shares (as
                 reorganised into 9,951,845 new ordinary shares of 0.2p each),
                 the Acquisition Shares, the Placing Shares and the Strand
                 Shares;

'Existing        the 199,036,900 Ordinary Shares in issue at the date of this
Ordinary Shares' announcement;

'Extraordinary   the extraordinary general meeting of the Company, notice of
General Meeting' which is set out at the end of the Admission Document;
or 'EGM'

'Finscan         Finscan Investments Limited, a company incorporated in Liberia
Investments'     whose registered office is at 80 Broad Street, Monrovia,
                 Liberia;

'FSA'            the Financial Services Authority of the United Kingdom;

'Group'          the Company and any subsidiary of the Company;

'Independent     B.J. Varndell and A.J. Maynard of Al Maynard & Associates, who
Geologists'      jointly wrote the report on the mineral exploration assets of
                 Anglo Tanzania Gold, as set out in the Admission Document;

'Independent     Shareholders other than the Sellers, Zaika and Finscan
Shareholders'    Investments;

'Inland Revenue' HM Revenue and Customs;
or 'HMRC'

'Ireland'        the Republic of Ireland;

'Joint Venture'  the joint venture between Ashanti Exploration Tanzania and
                 Anglo Tanzania Gold, as documented by the Joint Venture
                 Agreement;

'Joint Venture   the joint venture agreement entered into on 10 May 2005 between
Agreement'       Ashanti Exploration Tanzania and Anglo Tanzania Gold as amended
                 by an addendum thereto executed on 29 August 2006;

'London Stock    London Stock Exchange plc;
Exchange'

'Mafulira        Mafulira Village Mining Company Limited, a company incorporated
Village Mining   in the Republic of Tanzania with registered number 39396 whose
Company'         registered office is at P.O. Box 80, Songe, Kilindi, Tanga,
                 Tanzania;

'Mineral         any concentrates, precipitates, cathodes, leach solutions or
Substances'      any other primary, intermediate or final product or any other
                 ores, metals, minerals, mineral products and materials of every
                 nature and sort produced from the prospecting area;

'Net Smelter     the amount of revenues received from the sale of Mineral
Return'          Substances, less (to the extent paid or incurred) certain costs
                 including the costs of transportation between the mine-smelter
                 and the refiner, the costs of assaying, sampling, smelting and
                 refining including losses and penalties for impurities, taxes
                 (other than income taxes) imposed in connection with
                 transporting and selling such products, marketing costs,
                 commercialisation commissions and insurance costs associates
                 with transportation;

'New Ordinary    the proposed new ordinary shares of 0.2p each in the capital of
Shares'          the Company created pursuant to the Capital Reorganisation;

'Official List'  the Official List of the UKLA;

'Ordinary        ordinary shares of 0.01p nominal value each in the capital of
Shares'          the Company in issue prior to the Capital Reorganisation;

'Panel'          the Panel on Takeovers and Mergers;

'Placees'        subscribers for Placing Shares;

'Placing'        the proposed placing of the Placing Shares by Strand Partners
                 at the Placing Price pursuant to the Placing Agreement;

'Placing         the conditional agreement dated 4 September 2006 between the
Agreement'       Company (1), the Directors (2), and the Proposed Directors (3),
                 David Jordan (4), and Strand Partners (5), further details of
                 which are set out in the Admission Document;

'Placing Price'  50p per New Ordinary Share;

'Placing Shares' the 4,872,500 new ordinary shares of 0.2p each in the capital
                 of the Company proposed to be issued immediately following the
                 Capital Reorganisation pursuant to the Placing;

'Proposals'      together, the Rule 9 Waiver, the Acquisition, the appointment
                 of the Proposed Directors, the Placing, the Capital
                 Reorganisation, the change of name and Admission, the
                 authorisation relating to the allotment of shares and the
                 amendment to the Company's Articles of Associations, each as
                 described in the Admission Document;

'Proposed        Clive Sinclair-Poulton, Mark Burchnall, Tony Hopkins and
Directors'       Melissa Sturgess;

'Resolutions'    the resolutions to be proposed at the EGM, as set out in the
                 notice of EGM in the Admission 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 of Independent Shareholders on a
                 poll of the Waiver Resolution at the EGM;

'Sellers'        Borak Consultancy Limited, Hereford Group Limited, Tony
                 Hopkins, David Jordan, Merrill Profits Limited and Resource
                 Catalyst Limited, details of whom are set out in the Admission
                 Document;

'Shareholders'   holders of Ordinary Shares;

'Strand          Strand Partners Limited, the Company's nominated adviser and
Partners'        broker;

'Strand Partners Strand Partners Securities Limited (a wholly owned subsidiary
Securities       of Strand Partners), a company incorporated in England and
Limited'         Wales with registered number 3673995, whose registered office
                 is at 26 Mount Row, London WIK 3SQ;

'Strand Shares'  200,000 New Ordinary Shares to be issued to Strand Partners on
                 Admission as part of its fees for acting as nominated adviser
                 to the Company as is more fully described in the Admission
                 Document;

'Strand Warrant' the warrant certificate dated 4 September 2006 in favour of
                 Strand Partners Securities Limited for the right to subscribe
                 for New Ordinary Shares as described in the Admission Document;

'subsidiary' or  have the meanings given to them by CA 1985;
'subsidiary
undertaking'

'Tanzania'       the United Republic of Tanzania and Zanzibar;

'Tanzania Gold'  Tanzania Gold Limited, a company incorporated in the Republic
                 of Ireland with registered number 396344, whose registered
                 office is at 38 Popes Quay, Cork, Ireland;

'Tanzania Gold   ordinary shares of £0.001 each in the capital of Tanzania Gold;
Shares'

'UK' or 'United  the United Kingdom of Great Britain and Northern Ireland;
Kingdom'

'UKLA'           the FSA, acting in its capacity as the competent authority for
                 the purposes of Part VI of the Financial Services and Markets
                 Act, as amended;

'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'

'US' or 'United  the United States of America, its territories and possessions,
States'          any state of the United States of America and the district of
                 Columbia and all other areas subject to its jurisdiction;

'US person'      a citizen or permanent resident of the United States, as
                 defined in Regulation S promulgated under the Securities Act
                 1933;

'US$' or 'USD'   United States dollars, being the lawful currency for the time
                 being of the United States of America;

'Waiver          resolution 2 in the notice of EGM set out in the Admission
Resolution'      Document; and

'Zaika'          Zaika Limited, a company incorporated in the British Virgin
                 Islands with IBC number 560384 whose registered office is at
                 Omar Hodge Building, 2nd Floor, Wickham's Cay 1, Road Town,
                 Tortola, British Virgin Islands.

END




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