Tomco Energy (NCS)- the next Cadence?

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.