Tomco Energy (NCS)- the next Cadence?

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.