Wallace advises TomCo Energy on acquisition of US shale oil company, placing and re-admission to AIM

January 2007

Wallace has advised TomCo Energy on its re-admission to the London Stock Exchange’s AIM market. The company (formerly Netcentric Systems) has been listed on AIM since July 2000 but was suspended in June 2006. It was re-admitted to trading on 22 December 2006 following announcement of the proposed reverse takeover of Utah-based company, The Oil Mining Company in an all share deal.

Formerly a shell company, TomCo will now concentrate on the US energy resource sector. At this week’s extraordinary general meeting, the company’s shareholders approved the acquisition of the US company, which holds two State of Utah shale oil leases in the Green River Basin with an estimated potential yield of 230 million barrels. The company has also raised £1.3 million by way of a placing. At the placing price, the US company is valued at £5 million.

Mark Withers of Charles Stanley Stockbrokers has made the company his number one personal “tip” of 2007 although he describes it as “very high risk”.

Rex Newman (Managing Partner) and Charlotte Wheeldon (Associate) led the Wallace team. Rex Newman said: “It has been an interesting and complex transaction, which involved an international element and consideration of both US securities and minerals laws. The company’s management are valued clients of the firm and we’re pleased that this venture has come to fruition after lots of hard work. We look forward to assisting the company in the next phase of its growth.”

Strand Partners acted as nominated adviser and broker to the company and Fladgate Fielder advised Strand Partners. The company’s local attorneys in Utah were Jones, Waldo, Holbrook & McDonough and in the Isle of Man their solicitors were Dickinson Cruickshank. Pillsbury Winthrop Shaw Pittman provided US securities law advice to the company.

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Note to editors

Wallace has particular experience advising companies and nomads on admission to AIM. We advise companies in the initial stages of expansion where they are considering a public offering, provide guidance through the admission process and advise the companies on acquisitions and investments post-admission.

Wallace was recommended in PLC Equity Capital Markets: The law and leading lawyers worldwide 2006/07, in the AIM category which recognises ‘law firms that have a well-known and successful practice providing consistent advice to younger companies…with a focus on quality, expertise and volume of deals, they also provide advice to companies in jurisdictions not familiar with UK disclosure requirements as well as domestic companies…’

In the same publication, Rex Newman was recommended as one of the ‘leading lawyers in this practice area worldwide’.