DIRECTORS’ REPORT

The directors present their report and the audited financial statements of the Group for the year ended 31 December 2007.

SHARE FOR SHARE TRANSACTION

On 11 January 2007 Noventa entered into an agreement with Highland African Mining Company Limited ("HAMC") for Noventa to acquire 100% of HAMC's issued ordinary share capital. The consideration payable by Noventa was the allotment of 81,023,257 new ordinary shares of £0.0001 each, fully paid. The agreement was put into effect on 19 March 2007 with the admission of Noventa's entire ordinary issued share capital on the Alternative Investment Market ("AIM") of the London Stock Exchange. On admission, the transaction resulted in 20,255,812 new ordinary shares of £0.0004 each being issued by Noventa i.e. post the consolidation of Noventa's ordinary shares.