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LANDKOM INTERNATIONAL PATHFINDER PROOF DRAFT 12-OCTOBER-2007 TOTAL SIZE: 512 X 383Mm DOCUMENT SIZE: 436 X 303 Mm 10Mm Spine, 3Mm Bleed

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LANDKOM INTERNATIONAL PATHFINDER PROOF DRAFT 12-OCTOBER-2007 TOTAL SIZE: 512 X 383Mm DOCUMENT SIZE: 436 X 303 Mm 10Mm Spine, 3Mm Bleed PROJECT EARTH – LANDKOM INTERNATIONAL PATHFINDER PROOF DRAFT 12-OCTOBER-2007 TOTAL SIZE: 512 x 383mm DOCUMENT SIZE: 436 x 303 mm 10mm spine, 3mm bleed LANDKOM INTERNATIONAL PLC Landkom International Plc Placing and Admission to trading on AIM 11 Hope Street Douglas, IM1 1AQ Isle of Man Tel: +380 322 422 489 Libertas Capital www.landkom.net Nominated Adviser & Broker THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you should consult your stockbroker, solicitor, accountant or other independent ¢nancial adviser authorised under the Financial Services and Markets Act 2000 (as amended) (‘‘FSMA’’) who specialises in advising on the acquisition of shares and other securities in the UK (or if you are a person outside the UK, otherwise duly quali¢ed in your jurisdiction). This document, which comprises an admission document for the purposes of the AIM Rules for Companies (‘‘AIM Rules’’) published by the London Stock Exchange plc (‘‘London Stock Exchange’’) governing admission to, and the operation of, the AIM market of the London Stock Exchange (‘‘AIM’), has been prepared in connection with the proposed application for admission and trading on AIM of the entire issued ordinary share capital of Landkom International Plc (the ‘‘Company’’) (the ‘‘Ordinary Shares’’). This document is an admission document drawn up in accordance with the AIM Rules and does not constitute a prospectus for the purposes of section 85(1) of FSMA. This document does not constitute an o¡er of transferable securities to the public within the meaning of FSMA or otherwise. A copy of this document has been delivered to the London Stock Exchange as an admission document in respect of the Ordinary Shares but has not and will not be delivered to the Financial Services Authority for ¢ling or approving. No regulatory authority in the Isle of Man has passed comment upon or approved the accuracy or adequacy of this admission document. Application will be made for the whole of the Company’s issued and to be issued Ordinary Shares to be admitted to trading on AIM. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the O⁄cial List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and shouldmakethe decision to invest only after careful consideration and, if appropriate, consultation with an independent ¢nancial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The AIM Rules are less demanding than those of the O⁄cial List. It is emphasised that no application is being made for admission of the Ordinary Shares in the capital of the Company to the O⁄cial List. London Stock Exchange has not itself examined or approved the contents of this document. The Ordinary Shares are not listed and dealt on any other recognised investment exchange. The whole of this document should be read and, in particular, your attention is drawn to the section entitled ‘‘Risk Factors’’ in Part II of this document. Landkom International Plc (Incorporated in the Isle of Man with Company Number: 000737V) Placing of up to 103,846,129 Ordinary Shares of »0.001 par value at 52p per share Admission to trading on AIM Libertas Capital Corporate Finance Limited Nominated Adviser and Broker Libertas Capital Corporate Finance Limited, which is regulated by the Financial Services Authority, is acting as nominated adviser to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers. It will not be responsible to any person other than the Company for providing the protections a¡orded to its customers or for advising any other person on the contents of any part of this document. The responsibilities of Libertas Capital Corporate Finance Limited as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not owed to the Company or any director or shareholder or to any other person, in respect of any decision to acquire Ordinary Shares in reliance on any partofthis document or otherwise. Libertas Capital Corporate Finance Limited is not making any representation or warranty, express or implied, as to the contents of this document and, accordingly, without limiting the statutory rights of any recipient of this document, no liability is accepted by it for the accuracy of any information or opinion contained in this document or for the omission of any material information for which it is not responsible. Libertas Capital Securities Limited, which is regulated by the Financial Services Authority, is acting as broker to the Company. It will not be responsible to any person other than the Company for providing the protections a¡orded to its customers or for advising any other person on the contents of any parts of this document. The responsibilities of Libertas Capital Securities Limited, as the Company’s broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or any director or shareholder thereof or to any other person, in respect of any decision to acquire Ordinary Shares in reliance on any part of this document or otherwise. Libertas Capital Securities Limited is not making any representation or warranty, express or implied, as to the contents of this document and, accordingly, without limiting the statutory rights of any recipient of this document, no liability is accepted by it for the accuracy of any information or opinion contained in this document or for the omission of any material information, for which it is not responsible. The Company is not registered with the US Securities Exchange Commission under the US Investment Companies Act of 1940, as amended (the ‘‘1940 Act’’). In addition, the Ordinary Shares are not and will not be registered under the US Securities Act of 1933, as amended (the ‘‘1933 Act’’). Therefore, the Ordinary Shares may not be publicly o¡ered or sold in the US or directly or indirectly to or for the bene¢t of a ‘‘US Person’’ as de¢ned herein. A ‘‘US Person’’ as used hereinmeansa ‘‘US Person’’ as de¢ned under Regulation S of the 1933 Act, as well as the following: (1) a citizen or resident of the United States of America, its territories and possessions (‘‘US’’); (2) a partnership or corporation organised or incorporated under the laws of any state, territory or possession of the US; (3) any estate or trust, other than an estate or trust which is not subject to US income tax on its income derived from sources outside the US and not e¡ectively connected with the conduct of a trade or business within the US; or (4) any estate or trust which has a US person as its executor, administrator, or trustee. Ordinary Shares will not be o¡ered or sold within the US except to Quali¢ed Purchasers, as de¢ned under the 1940 Act. This document does not constitute an o¡er to buy or to subscribe for, or the solicitation of an o¡er to buy or subscribe for, Ordinary Shares in any jurisdiction in which such an o¡er or solicitation is unlawful. In particular, neither this document nor any copy of it may be distributed, directly or indirectly, in or into Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or the US or to any resident, national or citizen of such countries. The Ordinary Shares have not been, and will not be registered under the applicable securities laws of Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or the US. The distribution of this document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any jurisdiction. Your attention is drawn to the information contained on pages 2-5 of this document under the heading ‘‘Notice of Securities Laws’’ This document contains forward looking statements, including, without limitation, statements containing the words ‘‘believes’’, ‘‘anticipates’’, ‘‘expects’’ ‘‘estimates’’, ‘‘intends’’, ‘‘may’’, ‘‘plan’’, ‘‘will’’ and similar expressions (including the negative of such expressions). Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, ¢nancial condition, performance or achievements of the Company and its subsidiaries (‘‘Group’’), or industry results, to be materially di¡erent from any future results, performance or achievements expressed or impliedbysuchforward looking statements. Factors that might cause such a di¡erence include, but are not limited to, those discussed in Part II ‘‘Risk Factors’’. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward looking statements. These forward-looking statements speak onlyasatthedate of this document and the Group and the directors disclaim any obligation to update any such forward looking statements in this document to re£ect future events or developments. Prospective investors are advised to read, in particular, Part I ‘‘Information on the Group’’ and Part II ‘‘Risk Factors’’ of this document, for a more complete discussion of the factors that could a¡ect the Groups future performance and the industry in which it operates.
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