TIDMTOM
RNS Number : 9997H
TomCo Energy PLC
30 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") (OTHER THAN ANY
MEMBER STATE OF THE EEA WHERE SECURITIES MAY BE LAWFULLY MARKETED)
OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT . THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF
ANY OFFER TO SUBSCRIBE FOR OR PURCHASE, ANY INVESTMENTS IN ANY
JURISDICTION.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 which
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended.
30 November 2022
TOMCO ENERGY PLC
("TomCo" or the "Company")
Placing to raise GBP0.925 million, Update re Greenfield,
Issue of Replacement Warrants and Further Extension of Valkor
Loan
TomCo Energy plc (AIM: TOM), the US operating oil development
group focused on using innovative technology to unlock
unconventional hydrocarbon resources, is pleased to announce a
placing to raise gross proceeds of GBP0.925 million, an update on
the funding plans for the Company's wholly owned subsidiary,
Greenfield Energy LLC ("Greenfield"), the issue of certain
replacement warrants in respect of warrants issued previously by
the Company that are scheduled to expire and a further extension of
the Valkor Loan.
Details of the Placing
The Company has raised gross proceeds of GBP925,000 through the
placing of 264,285,714 new ordinary shares of no par value in the
capital of the Company (the "Placing Shares") at a price of 0.35
pence per share (the "Placing"). The Placing was arranged by Novum
Securities Limited ("Novum"), the Company's broker, and the Placing
Shares will represent approximately 11.77 per cent. of the
Company's enlarged issued share capital. The Placing price
represents a discount of approximately 27 per cent. to the
mid-market closing price on AIM of 0.48 pence per ordinary share on
29 November 2022, being the latest practicable business day prior
to the publication of this announcement.
The Company has also agreed to issue 15,857,143 'broker'
warrants to Novum, giving them the right to acquire such number of
new ordinary shares at an exercise price of 0.35 pence for a period
of two years from the date of admission of the Placing Shares to
trading on AIM.
Novum has entered into an agreement with TomCo (the "Placing
Agreement") under which, subject to the conditions set out therein,
Novum has been instructed by TomCo to assume the duties of placing
agent to target subscribers for the Placing Shares. The Placing
Agreement includes customary provisions including that the Placing
Agreement can be terminated, inter alia, if (i) there is a breach
of any material warranty, or any of the other obligations on the
Company which is material in the context of the Placing, and (ii)
in the reasonable opinion of Novum there has occurred a material
adverse change in the business of or the financial or trading
position of the Company, or (iii) the name or reputation of Novum
is likely to be prejudiced if it continues to act as placing
agent.
Background to the Placing and Greenfield Update
The Placing has been undertaken to provide additional funds to
cover the Company's expenditure as it progresses its plans for
Greenfield in relation to the Tar Sands Holdings II LLC (" TSHII")
site located in the Uinta Basin, Utah, United States. As previously
announced, Greenfield owns a 10% Membership Interest in TSHII with
an exclusive option, at its sole discretion, to acquire the
remaining 90% of the Membership Interests for additional cash
consideration of US$16.25 million up to 31 December 2022.
The Company is currently in discussions to secure a potential
non-equity funding package for Greenfield, that would, inter alia,
enable Greenfield to ultimately acquire the remaining 90% of the
Membership Interests in TSHII and cover the currently estimated
construction costs of two commercial scale oil sands separation
plants and requisite associated supporting infrastructure to enable
the future mining of oil baring sands at the TSHII site.
Whilst there can be no certainty that such funding arrangements
will be successfully concluded, or as to the terms or structure of
any such non-equity funding in TomCo, one scenario that is
currently under active consideration would involve TomCo disposing
of a majority stake in Greenfield to a partner(s) in return for,
inter alia, certain upfront cash consideration, a continuing equity
participation for TomCo in Greenfield without the requirement for
further capital contributions from TomCo and the provision of a
sizeable funding package to Greenfield. It is the intention of
TomCo that any funding package provided to Greenfield would enable
the construction of two oil sands separation plants capable of
processing at least 6,000 tonnes per day of oil sands, along with
at least 14 in-situ oil recovery wells. Any such proposed disposal
would likely constitute a fundamental disposal pursuant to the
provisions of Rule 15 of the AIM Rules for Companies and therefore
be subject, inter alia, to the approval of TomCo's shareholders at
a duly convened general meeting.
A further announcement(s) in respect of such ongoing discussions
will be made in due course, as appropriate.
Further extension of the Valkor Loan
The repayment date for the remaining US$1,000,000 outstanding
principal amount of the unsecured loan from Valkor Oil & Gas
LLC ("Valkor") to Greenfield (the "Valkor Loan"), which was used
for the acquisition of the initial 10% of the Membership Interests
in TSHII, as detailed in the Company's announcement of 16 November
2021, has been further extended.
On 31 May 2022, 28 June 2022, 1 August 2022, 1 September 2022,
14 October 2022 and 1 November 2022, the Company announced that the
terms of the Valkor Loan had been varied in order to extend the
repayment date, with the last extension being to on or before 30
November 2022. The Company announces that the terms of the Valkor
Loan have now been further varied to extend the repayment date for
the remaining US$1,000,000 principal amount of the loan to the
completion date of a suitable funding transaction for Greenfield
that provides sufficient funds to TomCo to, inter alia, enable it
to affect repayment.
As a former joint venture partner, Valkor is considered to be a
related party of the Company (as defined in the AIM Rules for
Companies) with respect to the Valkor Loan and, accordingly, the
further variation of the Valkor Loan's terms is deemed to
constitute a related party transaction pursuant to AIM Rule 13. The
TomCo directors, having consulted with Strand Hanson Limited, the
Company's Nominated Adviser, consider that the further variation of
the Valkor Loan's terms is fair and reasonable insofar as the
Company's shareholders are concerned.
Issue of Replacement Warrants
As part of the Company's placing to raise gross proceeds of
GBP3.5 million, as announced on 16 November 2020 (the "November
2020 Placing"), 388,888,888 warrants were issued (the "Warrants").
Each Warrant issued pursuant to the November 2020 Placing affords
the holder the right to acquire one new ordinary share in TomCo at
an exercise price of 0.9 pence per share until 30 November 2022.
The Company announces that it has agreed with the Warrant holders
that on expiry they will be issued with an equivalent number of new
warrants exercisable on the same terms save for the expiry date
being 31 March 2023 (the "Replacement Warrants").
If the abovementioned Replacement Warrants were ultimately to be
exercised in full, it would result in the issue of 388,888,888 new
ordinary shares at 0.9 pence per share raising a further
GBP3,500,000 for the development of the Company's business, which
would represent approximately 14.77 per cent. of the Company's
issued share capital as enlarged by such shares and the Placing
Shares.
Admission and Total Voting Rights
The Placing Shares will rank pari passu in all respects with the
Company's existing ordinary shares. The Placing is conditional,
inter alia, on there being no breach of the Company's obligations
under the Placing Agreement prior to admission of the Placing
Shares to trading on AIM ("Admission"), and such Admission becoming
effective. Application will be made to the London Stock Exchange
for the Placing Shares to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings in
the Placing Shares on AIM will commence at 8.00 a.m. on or around
15 December 2022.
On Admission, the Company's issued share capital will consist of
2,244,504,969 ordinary shares, each with one voting right. There
are no shares held in treasury. Therefore, the Company's total
number of ordinary shares and voting rights will be 2,244,504,969
and this figure may be used by shareholders following Admission as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Enquiries :
TomCo Energy plc
Malcolm Groat (Chairman) / John Potter (CEO) +44 (0)20 3823 3635
Strand Hanson Limited (Nominated Adviser)
James Harris / Matthew Chandler +44 (0)20 7409 3494
Novum Securities Limited (Broker)
Jon Belliss / Colin Rowbury +44 (0)20 7399 9402
IFC Advisory Limited (Financial PR)
Tim Metcalfe / Florence Chandler +44 (0)20 3934 6630
For further information, please visit www.tomcoenergy.com .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBKCBQKBDBQDB
(END) Dow Jones Newswires
November 30, 2022 02:00 ET (07:00 GMT)
Grafico Azioni Tomco Energy (AQSE:TOM.GB)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Tomco Energy (AQSE:TOM.GB)
Storico
Da Giu 2023 a Giu 2024