21 February 2024
TOMCO ENERGY
PLC
("TomCo"
or the "Company")
£300,000 Equity
Fundraise
TomCo Energy plc (AIM: TOM), the US
operating oil development group focused on using innovative
technology to unlock unconventional hydrocarbon resources,
announces that the Company has raised, in aggregate, gross proceeds
of £300,000, by way of a £200,000 placing (the "Placing") and a
£100,000 subscription, for, in aggregate, 666,666,667 new ordinary
shares of no-par value each in the capital of the Company
("Ordinary Shares") (together, the "Fundraise Shares") at a price
of 0.045 pence per share (the "Fundraise").
The Fundraise Shares will represent
approximately 17.1 per cent. of the Company's enlarged issued share
capital. The Fundraise price represents a discount of
approximately 47.1 per cent. to the mid-market closing price on AIM
of 0.085 pence per Ordinary Share on 20 February 2024, being the
latest practicable business day prior to the publication of this
announcement.
The Fundraise has been undertaken to
provide additional funds towards the Company's anticipated
expenditure as it seeks to progress its plans for its wholly owned
subsidiary, Greenfield Energy LLC ("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 and had an exclusive
option, at its sole discretion, to acquire the remaining 90% of the
Membership Interests for additional cash consideration of US$17.25
million up to 31 December 2023 (the "Option"), together with a
matching right as detailed in the Company's announcement of 6 June
2023.
The Company remains in discussions
with the counterparty to the Option with a view to seeking a
further extension to the exercise period in respect of such Option
or agreeing a suitable alternative arrangement. There can be no
certainty that the Option will be extended or an alternative
arrangement agreed, or that the required funding can be secured to
complete the potential acquisition of the remaining 90% of the
Membership Interests. A further announcement will be made in due
course.
Further details on the Placing
The Placing was arranged by Novum
Securities Limited ("Novum"), the Company's broker.
Accordingly, in connection with the Placing, the Company has also
agreed to issue 26,666,667 'broker' warrants to Novum, giving them
the right to acquire such number of new ordinary shares at an
exercise price of 0.045 pence for a period of two years from the
date of this announcement.
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.
Issued Share Capital, Admission to
Trading and Total Voting Rights
Application will be made to the
London Stock Exchange for the 666,666,667 Fundraise Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective
and that dealings in the Fundraise Shares on AIM will commence at
8.00 a.m. on or around 6 March 2024.
In addition, the Company notes that
it has identified a discrepancy in its announcement of 4 July 2023
in respect of the calculation of the number of shares issued on
conversion of the remainder of the historic Convertible Loan
facility. Such announcement stated that, as a result of the
conversion, 42,339,393 new Ordinary Shares were to be issued to the
subscriber concerned at a conversion price of 0.061999 pence each,
however the correct figures should have been 42,399,393 shares at a
conversion price of 0.061911 pence each. All other details
remain unchanged.
Accordingly, application will also
be made to the London Stock Exchange for Admission of these
additional 60,000 Conversion Shares. It is expected that Admission
will become effective and that dealings in the additional
Conversion Shares on AIM will also commence at 8.00 a.m. on or
around 6 March 2024.
On Admission, the Company's issued
share capital will consequently consist of 3,904,135,277 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 3,904,135,277 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.
Unless otherwise defined herein, all capitalised terms used in
this section of the announcement shall have the same meanings as
ascribed to them in the Company's announcements of 4 July 2023 and
30 March 2023.
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.
The information contained within this announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.