Tomco Energy (NCS)- the next Cadence?

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.