REG - TomCo Energy PLC - Convertible Loan Note Facility

TomCo EnergyAnnouncement

30/03/2023 07:00

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RNS Number : 6931U  TomCo Energy PLC  30 March 2023

30 March 2023

TOMCO ENERGY PLC

("TomCo" or the "Company")

 

Convertible Loan Note Facility, Issue of Initial Associated Warrants

and Further Extension of TSHII Option

 

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 obtained an unsecured committed facility of up
to £1,000,000 via a convertible loan note instrument and associated
subscription and put option agreement (together, the "Convertible Loan")
entered into with certain subscribers introduced by Novum Securities Limited
("NSL"), the Company's broker, as further detailed below.

 

The Convertible Loan is intended to further bridge the Company's general
working capital requirements, to the extent required, as the Board seeks to
finalise due diligence and documentation in respect of its preferred
arrangements with a potential financing party for a funding package to enable
the Company to execute on its previously stated development plans for its
wholly owned subsidiary, Greenfield Energy LLC ("Greenfield") and the Tar
Sands Holdings II LLC ("TSHII") site.  These plans include, inter alia,
securing the remaining 90% of the Membership Interests in TSHII, with its 760
acres of land and a large mining permit in Utah, USA, constructing two oil
sands processing plants and associated infrastructure on the TSHII site, and
drilling a series of in-situ oil recovery wells.

 

As previously announced, Greenfield currently owns a 10% Membership Interest
in TSHII and holds an exclusive option (the "Option"), exercisable at its sole
discretion, to acquire the remaining 90% of the Membership Interests for
additional cash consideration of US$16.25 million which was scheduled to
expire on 31 March 2023 (the "Agreement").  To allow additional time for the
abovementioned funding package to be secured, the Agreement has now been
varied in order to further extend the exercise period of the Option.
Accordingly, Greenfield may now exercise the Option, at its sole discretion,
by delivering a notice of exercise on or before 30 April 2023 and making
payment of the US$16.25 million cash consideration by no later than 5 May
2023.  However, there can be no certainty that appropriate funding
arrangements will ultimately be successfully secured or as to the terms of any
such funding or consequently that the Option will be exercised.

 

The Convertible Loan

 

The £1,000,000 Convertible Loan facility is available for drawdown by the
Company in four equal tranches of £250,000.  The Company has, at its sole
election, an option to draw down one or more of the £250,000 tranches on or
before 31 March 2024.  Interest equating to a fixed amount of five per cent.
of the principal amount drawn down shall accrue until repayment, conversion or
redemption of the relevant notes.

 

Amounts drawn down under the facility and the associated accrued interest are
convertible at any time at the election of a noteholder via service of a
conversion notice. Alternatively, they may be repaid in cash before 31 March
2024 at the election of the Company by way of the Company giving not less than
five business days' notice in writing during which period the noteholder(s)
concerned remain entitled to serve a conversion notice prior to such
repayment.

 

If any amounts drawn down under the Convertible Loan are not repaid or
converted prior to the scheduled redemption date of 31 March 2024, the
noteholder(s) concerned shall be deemed to have served a conversion notice to
convert the outstanding balance and the associated accrued interest into new
ordinary shares of no-par value in the capital of the Company ("Ordinary
Shares").

 

The conversion price per new Ordinary Share under the facility shall be
determined as the lower of: (i) 0.60 pence; and (ii) the volume-weighted
average price of an Ordinary Share during any five of the fifteen business
days prior to service or deemed service of a conversion notice, as selected by
the noteholder(s) concerned and sourced from Bloomberg L.P., discounted by
15%.

 

Warrants

 

The Convertible Loan subscribers have been issued with, in aggregate,
41,666,667 warrants by the Company, with each warrant affording the holder the
right to subscribe for one new Ordinary Share at an exercise price of 0.60
pence per share, for a period of three years ("Warrants").

 

If any £250,000 tranche of the Convertible Loan is drawn down, the
Convertible Loan subscribers will be issued with, in aggregate, a further
41,666,667 Warrants by the Company for each of the first three £250,000
tranches drawn down, exercisable for a period of three years from the date of
any such drawdown.

 

Accordingly, if the full £1,000,000 of the Convertible Loan was to be drawn
down a total of 166,666,667 Warrants would be issued.  If these were to
subsequently be exercised in full, it would result in the issue of 166,666,667
new Ordinary Shares raising a further £1,000,000 towards the development of
the Company's business.

 

NSL will also be issued on drawdown of the initial tranche of the Convertible
Loan with 10,000,000 warrants, with each warrant affording the right to
subscribe for one new Ordinary Share at an exercise price of 0.60 pence per
share, for a period of two years from the date of such drawdown (the "Broker
Warrants").  If the Broker Warrants were to subsequently be exercised in
full, it would result in the issue of 10,000,000 new Ordinary Shares raising a
further £60,000 towards the development of the Company's business.

 

Commenting today, John Potter, CEO of TomCo, said: "This Convertible Loan
facility provides the Company with the flexibility to have financing available
to drawdown, to the extent required, whilst we seek to finalise negotiations
with a potential financing partner for a funding package that, if secured,
would enable the Company to execute on its development plans for Greenfield
and the TSHII site.  Whilst there can be no certainty that the preferred
funding package being negotiated will ultimately be secured, these remain very
exciting times for TomCo and I look forward to making further announcements in
due course."

 

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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