REG - TomCo Energy PLC - £500,000 Equity Fundraise

TomCo EnergyAnnouncement

14/06/2023 07:00

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RNS Number : 6175C  TomCo Energy PLC  14 June 2023

14 June 2023

TOMCO ENERGY PLC

("TomCo" or the "Company")

 

£500,000 Equity Fundraise

 

Cancellation of Convertible Loan Note Facility

 

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
£500,000, by way of a £400,000 placing (the "Placing") and a £100,000
subscription, for, in aggregate, 625,000,000 new ordinary shares of no-par
value each in the capital of the Company ("Ordinary Shares") (together, the
"Fundraise Shares") at a price of 0.08 pence per share (the "Fundraise").

 

The Fundraise Shares will represent approximately 20.7 per cent. of the
Company's enlarged issued share capital.  The Fundraise price represents a
discount of approximately 18.8 per cent. to the mid-market closing price on
AIM of 0.0985 pence per Ordinary Share on 13 June 2023, being the latest
practicable business day prior to the publication of this announcement.

 

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 30,000,000 'broker' warrants to Novum, giving them the right
to acquire such number of new ordinary shares at an exercise price of 0.08
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.

 

Cancellation of Convertible Loan Note Facility

 

On 30 March 2023, the Company entered into an unsecured committed facility for
up to £1,000,000 via a convertible loan note instrument and associated
subscription and put option agreement (together, the "Convertible Loan").  As
previously announced, an initial £250,000 tranche of the Convertible Loan was
drawn down and £225,000 principal amount and associated accrued interest
thereon has already been converted.  There remains £25,000 principal amount
outstanding under the Convertible Loan, full details of which were set out in
the Company's announcement of 30 March 2023.

 

The Convertible Loan has now been cancelled with the agreement of the parties
concerned such that no further amounts will be available to be drawndown by
the Company.

 

Background to the Fundraise

 

The Fundraise has been undertaken to materially replace the abovementioned
facility and provide additional funds to cover the Company's anticipated
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$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 to secure a potential funding package for
Greenfield, that would, inter alia, enable Greenfield to ultimately exercise
the Option and pursue its previously announced wider development plans.
These funding discussions have taken significantly longer than expected, but
the Company remains in active discussions, as recently outlined in the
Company's announcement of 6 June 2023 to potentially dispose of a majority
stake in Greenfield to a partner(s) in return for, inter alia, certain upfront
cash consideration, a continuing minority 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.  The
Company remains optimistic that an appropriate transaction can be successfully
agreed in Q3 2023, but continues to explore alternative funding routes for
Greenfield, including reserves based funding.

 

However, there can be no certainty that an appropriate funding proposal for
Greenfield will ultimately be successfully concluded or as to the precise
terms or structure of any such funding package or alternative financing
arrangements for Greenfield.  Further announcements will be made in due
course as appropriate.

 

Admission and Total Voting Rights

 

Application will be made to the London Stock Exchange for the 625,000,000
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 28 June 2023.

 

On Admission, the Company's issued share capital will consist of 3,020,069,217
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 3,020,069,217 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
(http://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. .

 

 

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