TV COMMERCE HOLDINGS PLC (THE "COMPANY")

FINAL RESULTS

TV Commerce Holdings plc is pleased to announce its results for the year ended 31 December 2007.

CHAIRMAN'S STATEMENT

Overview:

The year under review has been one of complete transition from a trading business into an investing company.

On 29 January 2008, in the Company's half-yearly report we explained the background to the closure of TV Commerce Limited due to an unexpected change in the regulations governing the telecommunication and media sector. Since that date, the Board has taken steps to maximise value for shareholders.

On 12 March 2008, the Company announced the payment of 0.6231p per share, in aggregate £399,903.29 to shareholders in relation to the capital reduction.

Following the return of capital to Shareholders on 17 March 2008, the Company requires additional working capital in order to fund existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with its key shareholders and other providers of finance with a view to a fundraising which, if successful, would involve the publication of a circular convening an Extraordinary General Meeting to seek the approval of shareholders. 

Results and Financial Position:

The Group's results for the year ended 31 December 2007 show a loss on ordinary activities before taxation of £100,360 (2006: profit £146,200) on a turnover of £199,724 (2006: £2,293,272). The results for the year derives from interest received less administrative costs of running the Group. The accounts have not been prepared on a going concern basis. Further details are contained in note 1 of the notes to the Financial Statements.

Net assets as at 31 December 2007 were £392,154, compared with £492,514 at the end of 2006 of which the Group had cash resources of £438,247 at 31 December 2007. The cash balance has since been utilised and as at 30 June 2008 was £2,972.  

Whilst the Company receives limited financial support from a substantial shareholder to meet a shortfall against present requirements, the Directors are not satisfied the Company will continue to be able to meet its liabilities when they fall due and are carrying out a more detailed investigation to determine the Company's financial position. In the absence of alternative sources of finance the Company may not be able to continue to operate.

The Company is in discussions with prospective investors regarding a potential fundraising. The outcome of these discussions is not yet known and a further announcement will be made in due course.

The Company did not pay or propose a dividend during the year, but following the AGM held on 10 August 2007, the company applied to the courts for a capital reorganisation within the Company. This was approved on 23 January 2008 and a payment of £399,903.29 at 0.6231p per share was paid in March 2008 in respect of the cancellation of the Deferred Shares.  

Proposed Investing Strategy:

As the Company does not currently trade, it is deemed under the AIM Rules to be an 'Investing Company' and is therefore required to have an investing strategy.

A resolution to be proposed at the Annual General Meeting, deals with obtaining Shareholders' consent to implement an investing strategy pursuant to AIM rule 15.

The Company intends to invest in, participate in joint ventures with or acquire one or more companies or businesses, in the natural resource sector in Africa, (but will consider other geographical areas), where that is considered appropriate.

The Company must undertake an investment which constitutes a reverse takeover (as defined by the AIM Rules) by 29 September 2009 (within 12 months of the date convened for the 2008 Annual General Meeting), after which date the Company's shares will be suspended from trading on AIM for a period of up to six months, then its admission to AIM will be cancelled and funds returned to Shareholders.

The Company will be an active investor and will spread its investments across one or two opportunities which the Directors consider have:

-    an experienced and professional management team; and

-    the ability to add value to TV Commerce in the short and medium term.

The Directors believe that the natural resource sector is capable of delivering attractive levels of investment return and that there are a number of companies in this sector that would benefit from greater access to capital, quoted company profile and support.

When an acquisition has been identified, the Directors will mandate an independent and suitably qualified person with relevant experience to perform due diligence on any potential acquisition. In addition, in the event of a reverse takeover (as defined by the AIM Rules), an executive director with relevant sector experience will be appointed to the Board.

The Directors intend to pursue such investment opportunities and intend to fund them by using a combination of cash, the issue by the Company of new securities and possibly through debt finance as the Directors consider appropriate.

Prospects:

The Company has an immediate requirement for additional working capital in order to fund existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with its key shareholders and other providers of finance with a view to a fundraising which, if successful, would involve the publication of a circular convening a general meeting to seek the approval of shareholders. The Board is optimistic that discussions will lead to a successful outcome.

In the event a fundraising is unsuccessful then the Company will be unable to meet its liabilities as they fall due. In the absence of alternative sources of finance the Company may not be able to continue to operate.

The Group is currently actively seeking investment opportunities. As we have previously affirmed, businesses that could benefit from access to capital markets using an AIM quoted parent company are of particular interest.

Further announcements will be made as and when these matters are resolved. 

Andrew Mintern

Chairman

4 September 2008 

For further information contact:

  GROUP BALANCE SHEET

At 31 December 2007