Tomco Energy (NCS)- the next Cadence?

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.