Proposed Placing

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.

Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary Shares or warrants for Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or any jurisdiction in which such publication or distribution would be unlawful.

Members of the general public are not eligible to take part in the Placing referred to below. Invitations to participate in the Placing will be limited to certain qualified persons.

Proposed Placing

The Board of Top Level Domain Holdings (“TLDH” or the “Company”) is excited about the prospects for the Company now that the Internet Corporation for Assigned Names and Numbers (“ICANN”) has approved the timeline for the introduction of new generic top level domains (“gTLDs”). As previously announced the Board of ICANN resolved on 28 October 2010 to direct its staff to prepare for the introduction of new gTLDs, with the window for applications to start on 30 May 2011. According to the ICANN Board’s resolution, the final rules for applicants for new gTLDs will be set by 10 January 2011, which will also be the starting point for a major public relations exercise by ICANN to publicise the proposed gTLD programme in order to attract qualified gTLD applicants.

The Company intends to raise approximately £3 million by way of a market placing of new ordinary shares of no par value (“Ordinary Shares”) with existing and new shareholders at an indicative placing price of 6.5p per new Ordinary Share (the “Placing Shares”). The net proceeds of the proposed placing will be used, in conjunction with the Company’s existing cash balances of approximately US$5.5 million (equivalent to approximately £3.4 million at current exchange rates), to develop further the Company’s portfolio of prospective top-level domain projects ahead of the gTLD application process in Spring 2011 and provide additional working capital for the Company. The Placing Shares will rank pari passu with the existing Ordinary Shares.

Antony Van Couvering, CEO of TLDH, commented:

“Having reviewed ICANN’s Final Proposed Applicant Guidebook, and in view of the ICANN Board’s historic decision to do away with cross-ownership restrictions between registries and registrars, we believe that the timing is right for additional investment by TLDH. ICANN’s registry-registrar decision means that additional gTLD business models are now viable, and we have already seen a marked increase in interest from prospective new clients. We intend to make sure we have the resources to take advantage of this opportunity.”

In addition to its investments in gTLD projects, TLDH wholly owns Minds + Machines, a leading provider of top-level domain name registry technology and consulting services, offering solutions for entrepreneurial, governmental, and brand gTLDs not available from its chief competitors.

Certain of the Directors and their related interests have expressed a desire to participate in such a placing and subscribe on the same terms as third-party placees. A further announcement will be made in due course.

Further Information:

Top Level Domain Holdings Limited
David Weill, Tel: +44 (0) 20 7881 0180

Beaumont Cornish Limited
Roland Cornish / Michael Cornish, Tel +44 (0) 20 7628 3396

gth media relations
Toby Hall / Christian Pickel, Tel: +44 (0) 20 3103 3903/3902

Or visit the Company’s website at www.tldh.org

IMPORTANT INFORMATION
This announcement contains forward-looking statements. These statements relate to the Company’s future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as “believe”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will” or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. These forward looking statements speak only as at the date of this announcement. Neither the Directors nor the Company undertake any obligation to update forward-looking statements described in this announcement other than as required by the Prospectus Rules, the AIM Rules or by the rules of any other relevant securities regulatory authority, whether as a result of new information, future events or otherwise.

This announcement is for information purposes only and does not constitute an offer for sale or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction where such an Ordinary or solicitation is unlawful (“Restricted Jurisdiction”). In particular, this announcement is not for distribution in or into the United States, Canada, Japan, Australia, the Republic of Ireland, the Republic of South Africa or any other Restricted Jurisdiction. The Ordinary Shares will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States or under any of the relevant securities laws of Canada, Australia, Japan, the Republic of Ireland, the Republic of South Africa or any other Restricted Jurisdiction, nor has any prospectus in relation to the Ordinary Shares been filed, or registration made, under any securities law of any province or territory of Canada or been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Overseas shareholders and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action. No action has been taken by the Company or by Beaumont Cornish Limited that would permit a public offer of Ordinary Shares or possession or distribution of this announcement where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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