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Fluid Leader Group Plc (FLGP)

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Tuesday 03 June, 2008

Fluid Leader Group Plc

Readmission to PLUS


First Day of Trading


                            FLUID LEADER GROUP PLC                             

                         FIRST DAY OF TRADING ON PLUS                          

The Directors of Fluid Leader Group Plc (the "Company") are pleased to announce
that the Company's enlarged issued share capital of 176,971,781 ordinary shares
of £0.002 each has today been readmitted for trading on the PLUS-quoted market
("Readmission") with an initial mid price of 52.5p per share ("Readmission
Price").

The Company has also raised £417,579 by the issuance of 1,171,781 ordinary
shares. The Directors intend to use the monies raised to increase the Company
and it subsidiaries' financial reserves and assist in the funding of its plans.
The Company intends to specifically use the funds to market the Company's
invention entitled "Reinforcing System" which is the subject of a British
patent application (the "Invention") and to identify patents or technologies
that are complementary to the existing Invention.

A subscription agreement has been executed by Sheikh Faisal Bin Khalid Mohammed
Al Qassimi, a member of Sharjah's ruling family, subscribing for 25,000,000 new
ordinary shares in the Company at 20p per share (the "Placement Shares").
Following readmission to PLUS and upon receipt of £5,000,000, the Company will
issue the Placement Shares.

LISTING DETAILS

SECTOR CLASSIFICATION: Engineering and Machinery

PRINCIPAL ACTIVITIES: Maintenance of oil and gas pipelines

CORPORATE ADVISER Atlantic Law Llp

Information on the Company

The Company, registered in England and Wales with company number 5770398, is
the holding company of Fluid Leader Limited ("Fluid Leader"), which in turn
owns Edward One Limited ("Edward One") and Edward Two Limited ("Edward Two")
(together the "Group").

Fluid Leader owns the rights to the Invention. The Invention offers a possible
solution to improve maintenance of oil and gas pipelines by reducing costs and
time.

The Company, through Edward One and Edward Two, is the beneficial owner of
3,960,000 common stock of Pipejoin Technologies Inc. ("Pipejoin"), a company
incorporated in Nevada, United States where it is quoted on the Pink Sheets in
the United States. At the time of this announcement, Pipejoin's share price is
US$ 9.00.

The Invention

The core of the Company's business is the Invention. The Invention is intended
to provide a method for repairing the joins of large pipes up to 40 inches in
diameter. A diameter of 40 inches is the industry standard for large pipelines
transporting large volumes of industrial gases and liquids including natural
gas, crude oil and petroleum. The Directors consider that the present technique
for repairing pipes is cumbersome and expensive. At present, in order to repair
a join it is necessary to shut down the pipeline, excavate the area surrounding
the pipe (if the pipe is underground), remove any excavated materials and
decontaminate the site. Using the Company's Invention it will not be necessary
to use skilled welders or to shut down the pipeline during the repair process.
It is anticipated that using the Company's Invention it will be possible to
repair a join in approximately one hour (after any excavation, if the pipe is
underground) but in this scenario it will not require the pipeline to be shut
down.

Leakage through the weld joins is a common problem due to the harsh climatic
conditions in which the pipelines are found. Excessive heat and cold causes the
metal to fatigue, expand or contract which can cause the welds joins to fail as
the pipe coating has been burnt off during the welding process. The Invention
can reduce the deterioration of joins leading to considerably less spillage and
substantial annual savings. There would also be considerable environmental
benefits.

It is intended that the main source of revenue for the Company will be from
licensing arrangements with manufacturers of the Invention who will then take
responsibility for the sale of the Invention to the end user of the product.
Such manufacturing companies already supply products to the pipeline industry;
accordingly the Directors consider they are better placed than the Company to
employ the necessary marketing and sales resources to sell the Invention.

Reasons for Readmission to PLUS

The Directors believe that the benefits of being quoted on PLUS include:

  * Raising the Company's profile;
   
  * The ability to issue shares in the Company to fund acquisitions of
    companies and technologies in the future to support the growth of the
    Company;
   
  * Enhancing the Company's ability to deal with other public companies in the
    sector;
   
  * The ability to raise additional funds in the future; and
   
  * Permitting the realisation over time of equity value to the Company's
    principal owners without necessitating the sale of the business.
   
Beneficial Ownership of Directors and Substantial Shareholders

The table below sets out the number of shares of ordinary shares legally and
beneficially owned by the Directors based upon the 176,971,781 shares of the
Company's ordinary shares that were issued and outstanding at the date of
Readmission.

Unless otherwise indicated each person or entity has sole voting and investment
power, or shares such powers with his or her spouse or children, with respect
to the shares shown as beneficially owned.

Directors' Shareholdings

              Name                  Number of Shares       Shareholding    
                                   Beneficially Owned                      
                                                                (%)        
                                                                           
Paul Davidson                          75,540,000              42.68       
                                                                           
Jonathan Morley-Kirk                        0                    0         
                                                                           
Alan Bates                                  0                    0         
                                                                           
Philippe Cappelle                           0                    0         

The following shareholders each have a beneficial interest in more than 3% of
the issued share capital of the Company:

Significant Shareholders

Name                                  Number of Shares      Shareholding    
                                     Beneficially Owned                     
                                                                 (%)        
                                                                            
Paul Davidson                            75,540,000             42.68       
                                                                            
James Davidson                           15,920,000             9.00        
                                                                            
Global PIK Private Equity PCC (1)        20,220,000             11.43       
                                                                            
Excelsior Investments Limited (2)        6,790,000              3.84        

(1) The beneficial owner is Global Charitable Trust.

(2) The beneficial owner is Teo Yau Loong.

Convertible Instruments - Options

        Name          Number of Options   Exercise Price    Exercise Period 
                                                             from the date  
                                                                granted     
                                                                            
                                                                (years)     
                                                                            
Atlantic Law Llp          5,313,653      Readmission Price      3 years     
                                                                            
Jonathan Morley-Kirk       90,000        Readmission Price      3 years     
                                                                            
Alan Bates                 60,000        Readmission Price      3 years     
                                                                            
Philippe Cappelle          60,000        Readmission Price      3 years     

Board of Directors and Their Interests

The Directors collectively hold 42.68% of the issued share capital.

Jonathan Morley-Kirk, Chairman and Non-Executive Director

Mr. Jonathan Morley-Kirk has been since 2003 the Chairman of Fox-Davies Capital
Limited a London based stockbroker which specialises in the natural resources
sector. Mr. Morley-Kirk has a wealth of private and public company experience.
He specialises in structuring and managing investments. He previously has held
directorial positions at Samuel Montagu & Co Limited and S.G.Warburg Securities
Limited in London before moving to Jersey in 1995. He sold his Jersey based
investment management company; Continental Capital Management Limited to Brown
Shipley Private Bank in 2002. He is a Fellow of the Institute of Chartered
Accountants, a Member of the Society of Trust and Estate Practitioners, a
Fellow of the Securities and Investments Institute, and a Member of the Expert
Witness Institute. Over the past five years he has held the following board
positions:

Current                           Past Five Years                      
                                                                       
Fox-Davies Capital Limited        Phillips Newman (Holdings) Plc       
                                                                       
Fox-Davies Capital Nominees       Shield Resources Limited             
Limited                                                                
                                                                       
Dimension Resources Limited       Nyati Resources Plc                  
                                                                       
Financial Trading & Consultancy   Aspen Clean Energy Plc               
Limited                                                                
                                                                       
SPDG Plc                          Cardinal Resources Plc               
                                                                       
CEP International Petroleum       Erebus Plc                           
Limited                                                                
                                                                       
KCIC Plc                          Fairground Gaming Holdings Plc       

Paul Davidson, Chief Executive Officer

Mr Paul Davidson was responsible for inventing pipe connectors including the
Oyster Converter, Oyster Push-Fit and Groovy PushFit System. All of these
products are used throughout the pipe fitting industry. Mr Davidson was the
technical director of Oystertec Plc when it floated on AIM on 21 February 2001
and a majority shareholder of Cyprotex Plc when it listed on AIM on 23 October
2003. Mr Davidson made appearances on `Best Inventions' live on the BBC. He has
supported a number of Charities, including his involvement in building a
technical centre for St Joseph's school in Bolton. Mr. Davidson is responsible
for creating the Invention. Over the past five years he has held the following
board positions:

Current                           Past Five Years                      
                                                                       
N/A                               Independent Player Research Limited  
                                                                       
                                  Easyrad Limited                      
                                                                       
                                  Venturefocus Limited                 
                                                                       
                                  Davidson Innovation Limited          
                                                                       
                                  Inventors & Investors Limited        
                                                                       
                                  Bag In A Box Limited                 
                                                                       
                                  Paul Davidson Limited                
                                                                       
                                  Galileo Innovation Public Limited    
                                  Company                              
                                                                       
                                  PD Property Investments Limited      
                                                                       
                                  Pool End Estates Limited             
                                                                       
                                  Bradley Martin Specialist Cars       
                                  Limited                              
                                                                       
                                  Davidson Tools Limited               
                                                                       
                                  Sense-Sonic Limited                  

Alan Bates, Non-Executive Director

Mr Alan Bates has managed companies since 1970 and been chairman of companies
since the late 1970's. In the mid 1970's he was deputy group managing director
of Hoskyns Group Limited, which is now part of CAP Gemini, a computer services
company, and managing director of Hoskyns Systems Limited. He became chairman
of AGB Information Systems Limited at the end of the 1970 and was managing
director of Audits of Great Britain, Europe's largest market research company.

He worked with the venture capital industry in the 1980s. In 1988 he was asked
to turn round a failing cable television franchise and stayed in the cable
television and telephone industry until 1996. He became Chief Executive Officer
of Bell Cablemedia (the combined cable interests of Bell Canada and Jones
Intercable), which later became part of Cable and Wireless Communications Plc.
In 1994 he became chairman of the Cable Communications Association. He took
responsibility for the US$1billion NASDAQ flotation of Bell Cablemedia.

Mr Bates is also chairman or non executive director of a number of early stage
companies. He also was a finalist in the Scottish Entrepreneur of the Year
Awards 1999. He has been involved in most aspects of company development
including mentoring, start-up, development, financing, acquisition, flotation
and sale. Over the past five years he has held the following board positions:

Current                           Past Five Years                      
                                                                       
Dinsdale Associates Limited       Calluna Plc                          
                                                                       
Ochresoft Technologies            Locavista Limited                    
                                                                       
Korteq Limited                    OB10 Limited                         
                                                                       
ISSEE Limited                                                          
                                                                       
Alpheus Solutions Limited                                              
                                                                       
Heligon Limited                                                        

Philippe Cappelle, Non-Executive Director

Mr Cappelle has managed companies since the 1990s and his experience covers a
wide range of disciplines including audit, sales and marketing and strategy
implementation. In the 1990s, Mr Cappelle was president of Mannesmann Rexroth
East Asia based in Tokyo, Japan, Mannesmann France S.A., VDO France S.A and
Managing Director of Air Liquid GmbH in Düsseldorf, Germany. Most recently, he
was the interim manager and Chief Operating Officer of PATEV GmbH & Co KG where
he was responsible for the sales and marketing and business development of the
company in Korea and Japan.

In October 2007, Mr Cappelle co-founded and is president of Picatis GmbH in
Zurich which specialises in growth for companies through mergers and
acquisitions with emphasis on Korea and Japan. Mr Cappelle is fluent in
English, French, German and Japanese. Over the past five years he has held the
following board positions:

Current                           Past Five Years                      
                                                                       
Picatis GmbH                      PATEV GmbH & Co KG                   

Risk Factors

The Directors consider that the risks faced by the Company are as follows:

Liquidity of Ordinary Shares and Volatility of their Price

Prospective investors should be aware that the value of any investment in the
Company may go down as well as up. Investors may therefore realise less than
their original investment and could lose their entire investment. Furthermore,
an investment in shares that are traded on PLUS is likely to carry a higher
risk than an investment in a share quoted on the Official List or AIM. The
market value of an investment in the Company may not necessarily accurately
reflect its underlying value. Although the shares are listed on PLUS, this
should not be taken as implying that there will be a liquid market in the
Ordinary Shares. An investment in the Ordinary Shares may thus be difficult to
realise.

The market for shares in smaller companies is less liquid than for larger
companies. The Ordinary Shares may not be suitable as a short-term investment.
Consequently, the Ordinary Shares may be difficult to buy and sell and the
price may be subject to greater fluctuations than in respect of the shares of
larger companies.

There can be no guarantee that the Company will achieve its investment
objectives as anticipated or that its investments will achieve returns to
justify the initial valuation, or that the Ordinary Shares will be able to
achieve a higher valuation in the future, or if achieved, that such valuation
will be maintained.

Realisation of Investment

Prospective investors should be aware that following the Readmission, the
Ordinary Shares will be traded on the PLUS-quoted market which is regulated by
PLUS Markets plc, a recognised investment exchange. The PLUS-quoted market is
not a regulated market under EU financial services law. As such, it may become
difficult for an Investor to realise his/her investment or to obtain reliable
information about either the value of an investment in the Company or the
extent of the risks to which an investment in the Company may be exposed.

Working Capital Requirements

The Directors consider that the capital raised from initial shareholders will
provide adequate working capital to implement its current business plan for 12
months from the date of Readmission to PLUS. The Company may be presented with
investment opportunities which may require funds beyond those provided for in
the assumptions in its present business plan. This may give rise to the need or
the opportunity to raise additional capital. Any additional equity financing is
likely to be dilutive to shareholders.

Dividends

There is no certainty that the Company will generate sufficient distributable
profits to be able to pay a dividend.

Suitability

An investment in the Company involves a high degree of risk and may not be
suitable for all recipients of this Document. Prospective investors are advised
to consult a person authorised by the Financial Services Authority before
making their decision and are reminded that the price at which investors may
realise their ordinary shares and the timing of any disposal of them may be
influenced by a large number of factors, some specific to the Company and its
proposed operations, and some which may affect the sector in which the Company
operates and generally. These factors could include the performance of the
Company's operations, large purchases or sales of shares in the Company,
liquidity or absence of liquidity in the ordinary shares, legislative or
regulatory changes relating to the business of the Group and general economic
conditions.

Dependence on Key Personnel

The Company's ability to be a successful and profitable company depends to a
significant extent on Paul Davidson. The loss of service of Paul Davidson could
materially and adversely affect the Company's business and prospects. The
Company intends to take out Key Man Insurance in the amount of not less than £
5million however the insurance policy may not be available on attractive terms.

The Directors believe that the growth and future success of the Company's
business will also depend in part on the Company's ability to attract, motivate
and retain highly-skilled personnel. The Company may not be successful in doing
so as the competition for qualified personnel in the area of the Company's
operations is intense.

Early stage of development

The Company is at an early stage of development and has yet to commence
commercial operations. However, its management team has individual depths of
experience and track records in the sector. The Company is likely to incur high
expenses over the coming months related to building its brand, marketing its
products and improving its infrastructure. Accordingly, the Company's trading
performance may initially be more volatile than would be expected in a revenue
generating and more established business. New or unknown technology may also
appear that reduces or eliminates the need for the Company's products. Further,
the company's business plan may be slower than anticipated to enact due to its
inability to locate and/or negotiate the acquisition of additional and/or
complimentary technologies.

Competition

Although the Directors consider that direct competition is limited at present,
they anticipate that in the future it may increase. In particular there may be
competitive pressure from larger companies which may have greater financial
resources, particularly after industry awareness of the solution becomes known.
There is no certainty that the Company will be able to sustain its advantage or
that competition will not develop and prevent or delay the realisation of the
Company's plans.

Intellectual Property

The Company's success depends on obtaining, maintaining, and enforcing its
intellectual property rights, and its ability to avoid infringing the
intellectual property rights of others. Fluid Leader has taken precautionary
steps to protect its Invention and the Company relies on the patent
application, trade secrets, know-how, and trade mark laws, licence agreements
and contractual provisions to establish its intellectual property rights and
protect the Invention.

The precautionary steps the Company and Fluid Leader have taken, however, may
not adequately protect the intellectual property rights in respect of the
Invention. The Invention may not provide commercially meaningful protection and
may not be successful in being registered as a patent. Competitors may be able
to design around the Invention, even if the patent application is successful.
These agreements may not provide effective protection for the Company's
Invention or, in the event of unauthorised use or disclosure; they may not
provide adequate remedies.

Third parties may claim that the Invention infringes on third-party patents and
other intellectual property rights.

Third party infringement claims, regardless of their outcome, would not only
affect the Company's financial resources but also divert the time and effort of
its management and could result in manufacturers deferring or limiting their
licensing agreements with the Company until resolution of the litigation.

The Invention may be found to infringe a prior registered patent and may not be
granted promptly or at all. The Company may not be able to modify the Invention
to allow for the Invention's patent to be granted.

Pricing

Pipelines are installed in many countries. The primary currency used by the oil
and gas industry is the US Dollar. The exchange rate for the Pound Sterling and
other currencies may impact the revenues of the Company.

Further, while it is intended that the Invention will be price competitive, new
or up-and-coming technology methods and/or practices may reduce or eliminate
the price competitive advantage anticipated by the Company.

Slow Industry and User Acceptance

The valve and pipeline maintenance industries may take longer than expected to
adopt the technology and change their practices with existing contracts
extending the time before substantial acceptance of the Company's products
occurs.

Political Barriers

The Company's ability to win contracts may be affected by political instability
in regions where pipelines are presently installed.

The Company's ability to win long term contracts or services may also be
impaired in certain countries where pipelines cross or are located or the need
in those areas for the Company's Invention are permanently reduced due to war
and and/or civil unrest reducing the total demand for the Company's Invention.

Climatic Conditions

Significant climatic conditions that cause the disruption and/or damage to a
pipeline may delay or impair the ability of the Company to deliver on contracts
thereby reducing or impairing the ability of the Company to fulfil its plans.

Licences/Contracts

As the Company does not intend to manufacture the Invention it avoids certain
risks and financial exposure but the Company may be exposed to defaults in
manufacturing quality and/or delays in delivery and/or price changes. However,
there are a number of manufacturers readily capable of manufacturing the
Invention.

The licences and contracts entered into by the Company are likely to be of high
value. As such sales maybe lumpy thus loss or failure of performance under an
individual contract or license could have a dramatic impact on the Company's
profitability.

The Company is currently in negotiations with end users and manufacturers.
These discussions may not materialise and there is a risk that the discussions
do not result in contracts or licences. In particular, the memorandum of
understanding between the Company and Al Falsal Investment and Contracting
Group dated 19 February 2008 may not result in a binding contract within a
timely basis or at all.

The Directors of the Company accept responsibility for this announcement.

                                   - ends -                                    

FOR FURTHER INFORMATION CONTACT:

Fluid Leader Group Plc:

Jonathan Morley-Kirk email: [email protected]

Atlantic Law Llp:

Martin Boulton Tel: 020 7616 2888

Public Relations Adviser

Damien McCrystal Tel: 0207 603 7960 or 07816 770 758


                                                                                                              

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