Acquisition of Retail-J Limited

1. Acquisition of Retail-J Limited July 2006

2. Retail-J Completes Platform for Growth • Retail-J Limited (“Retail-J”) completes a world-class POS portfolio creating substantial opportunity for both direct and channel sales • General retail – Lucas and Retail-J • Food retail – ISIS • Hospitality – NewPOS • Opportunity to consolidate a leading position in UK POS sector and benefit from buoyant market environment

3. Retail-J At A Glance • Retail-J is a privately-owned UK software house established in 2000 – product formally launched in 2002 • Founder & CEO was ex-CTO at both Real Time Control PLC and NSB Retail PLC • Company is based in Hertford with 20 employees CorporateIdentity Offering • Developed a market-leading integrated POS and Back Office software solution • Product suite currently installed on over 7,000 tills in 2,300 stores with a further 14,000 tills committed for roll out • Indirect sales model: distribution through channel partners • Significant momentum in UK market with 11 new POS wins in 2005(1) Customers & Target Markets Financials • 2005 revenue of £4.6m and EBIT £3.2m(2) • Business is rapidly growing and highly profitable • Retail-J to be 100% acquired for total of £50m • £40m in cash, funded by Bond issue • £10m in Torex Retail shares Acquisition Terms (1) Bridgewell Securities research note, 15 February 2006 (2) Unaudited accounts for year ended 31st December 2005

4. Retail-J’s Business Model Is Highly Profitable And Can Be Rapidly Scaled Historic Profit & Loss Statement Comments Figures are in £000 Audited Unaudited • Revenue generated from software sales (plus associated development and 4th line support services) through distribution partners • Revenue growth of 49% in 2005 due to increased product awareness and good management of sales partners • Strong level of operating leverage as no direct costs associated with sales, fixed cost base only • Enjoys a low cost base due to highly flexible architecture and modern product design • Revenue mix means that annual overheads are covered by software maintenance revenue alone • Highly cash-generative business Year Ended 31/12 FY2004 FY2005 Revenue 3,057 4,570 NA Revenue Growth 49% Gross Profit 3,057 4,570 Gross Profit Margin 100% 100% Staff costs 1,328 1,194 Overheads 147 167 EBITDA 1,582 3,209 EBITDA Margin 52% 70% Depreciation 31 58 EBIT 1,551 3,151 Exceptional costs 822 1,594 Financial expenses 20 82 Profit before Tax 749 1,639 PBT Margin 25% 36% Profit after Tax 672 1,134 Note: As of 31st December 2005, the company had £2.4m in cash

5. The Acquisition Of Retail-J Is Likely To Generate Strong Revenue And Profitability Upside For Torex • Acquisition of a highly profitable and cash generative company • Opportunity to bring the outsourced portions of Retail-J deals in-house (i.e. hardware, services, other software) • With Retail-J product, Torex Retail intends to increase revenue by accelerating penetration of UK market • Retail-J product will accelerate product rationalisation in the UK and give rise to savings in product development and support costs • Retail-J’s solution has been designed as a product to be sold by third parties and Torex Retail intends to accelerate worldwide distribution • Earnings enhancing in first 12-18 months