REG - TomCo Energy PLC - Final Results for the year ended 30 September 2025
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RNS Number : 7231Y TomCo Energy PLC 31 March 2026
31 March 2026
TOMCO ENERGY PLC
("TomCo" or the "Company" or, together with its subsidiaries, the "Group")
Final Results for the year ended 30 September 2025
TomCo (AIM: TOM), the US operating oil development group focused on using
innovative technology to unlock unconventional hydrocarbon resources, is
pleased to announce its audited results for its financial year ended 30
September 2025.
Copies of the full 2025 Annual Report and Final Statements will be made
available on the Company's website at www.tomcoenergy.com and hard copies are
today also being posted to shareholders.
Enquiries:
TomCo Energy plc
Malcolm Groat (Executive Chairman) +44 (0)20 3823 3635
Strand Hanson Limited (Nominated Adviser)
James Harris / Matthew Chandler / Harry Marshall +44 (0)20 7409 3494
CMC Markets UK Plc (Joint Broker)
Thomas Curran +44 (0)20 7170 8200
AlbR Capital Limited (Joint Broker)
Jon Belliss / Colin Rowbury +44 (0)20 7469 0930
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.
CHAIRMAN'S STATEMENT
I am pleased to provide this statement to, amongst others, the stakeholders in
TomCo Energy PLC ("TomCo" or the "Company", or, together with its subsidiaries
the "Group") as part of the Annual Report and Financial Statements for its
financial year ended 30 September 2025.
Operational Review
Following the receipt of, in aggregate, $1.575m in Q3 2024 as gross proceeds
for the redemption of the Group's 10% ownership stake in Tar Sands Holdings II
LLC ("TSHII"), which owns, inter alia, the land on which we continue to hold
our leased oil mining and drilling rights, we were able to settle accumulated
trade creditors, partly reduce our indebtedness to our principal contractor,
technical partner and former joint venture partner, Valkor LLC ("Valkor"), and
had sufficient working capital to operate the Group for some eighteen months
thereafter without raising further capital from shareholders.
It became clear to the Board that progressing our plans for Greenfield Energy,
LLC ("Greenfield") in Uintah County, Utah, USA, would best be achieved via a
renewed closer collaboration with Valkor who are advancing their neighbouring
Asphalt Ridge project ("Asphalt Ridge"). We therefore engaged in detailed
discussions and protracted negotiations with them with respect to re-shaping
and building on our existing relationship for the common good. At the same
time, Valkor was earnestly engaged in progressing Asphalt Ridge and has
recently announced that it will shortly commence construction of a fully
funded, full-scale, asphalt plant on its acreage, aiming to be in production
by the end of 2026. Valkor is also trialing various techniques to drill for
oil below the oil-sands layer with a view to optimising a commercially viable
methodology during 2026.
Alongside our focus on Greenfield and discussions with Valkor, we have also
continued to identify and evaluate several other new project opportunities in
the energy and mining sectors, none of which have so far proved to be suitably
attractive or feasible.
Most recently, in February 2026, we were delighted to announce details of a
renewed and closer partnership with Valkor. The new arrangements resulted in
us reinstating Valkor as a joint 50% owner of our previously wholly owned
subsidiary, Greenfield, and Valkor's founder and CEO, Steven Byle, joining
our Board as a Non-Executive Director, with a view to jointly exploiting
Greenfield's subsidiary's, AC Oil, LLC ("AC Oil"), existing leased oil-sands
acreage (the "Lease Area") in Uintah County and the Group's intellectual and
technological expertise.
Accordingly, TomCo now has the prospect, subject to additional funding being
procured, of participating in the drilling of one or more well's on AC Oil's
acreage (both the currently permitted six wells and any future wells),
alongside Valkor and other potential investors, by the end of 2026 (if Valkor
is successful in finalising an economically viable drilling methodology).
In the longer term, and again subject to funding, TomCo will have the
potential opportunity of constructing a future oil sands separation plant with
Valkor, via Greenfield, on the back of Valkor successfully completing and
commissioning a similar plant on its neighbouring project area.
TurboShale RF Technology
The Company's legacy TurboShale and Oil Mining Company assets, fully impaired
historically from an accounting perspective, may well become viable for
exploitation in the future if advances in technology and macroeconomic
conditions allow. For the time being, the Company is simply maintaining the
protection and good standing of its relevant rights.
Corporate Review
During the year, the Company was able to continue operating without raising
any additional equity or debt. In late February 2026, the Company undertook a
£550,000 gross fundraise, by way of a placing and subscription with certain
existing and new investors, to provide additional working capital and
strengthen the Group's financial position. CMC Markets UK Plc ("CMC") were
appointed as the Company's joint corporate broker following the fundraise.
As part of the aforementioned new partnering arrangements with Valkor, the
existing loan facility between Greenfield and Valkor was also amended and
restated to, inter alia, revise the repayment date and interest rate and
settle half of the total amended outstanding balance via the issue of new
ordinary shares in TomCo to Valkor at a deemed price of 0.1p per share
representing a substantial premium to the Company's then prevailing market
share price.
As and when Valkor has optimised its methodology, such that economically
viable and sustainable drilling operations can commence on AC Oil's Lease
Area, we anticipate that a typical well will cost in the order of $0.8m to
$1.0m and would be held by separate special purpose vehicles outside of
Greenfield and funded by a consortium of investors with each participant
receiving a proportionate production/revenue share based on the funding
contributed.
In the longer term, Valkor will afford TomCo the opportunity to pursue the
potential financing, construction and commissioning of a similar mined oil
sands separation plant on tract D of the Lease Area for a period of 18 months
from Valkor's plant on Asphalt Ridge coming onto commercial production,
thereby significantly de-risking and proving the viability of such a future
operation which would be operated by Greenfield and subject to certain profit
sharing and royalty arrangements between the parties.
I would like to take this opportunity to record my thanks, once again, to my
fellow directors and our loyal and supportive shareholder base.
The vision we are trying to achieve is not easy and a number of practical and
financial hurdles remain. That said, progress is now being made and it feels
like we are coming within range of the ultimate prize.
Malcom Groat
Executive Chairman
30 March 2026
DIRECTORS' REPORT
The Directors submit their report and the financial statements of the Group
for the year ended 30 September 2025.
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS
The principal activity of the Group is that of seeking to exploit the heavy
oil contained in the Group's AC Oil Lease Area, and to extract and process oil
sands resources from an area of land known as Tract D owned by TSHII. A review
of the Group's business is included within the Chairman's statement.
RISK ASSESSMENT
The Group's oil and gas activities are subject to a range of financial and
operational risks which can significantly impact on its performance, with the
key risks for the year ended 30 September 2025 set out below.
Operational risk
As set out in the Chairman's statement, the Group holds certain rights to mine
oil sands and to drill for oil on acreage leased from TSHII in the Uintah
Basin, USA. It now also has a renewed collaborative partnership with Valkor
via Greenfield, through which the Group expects to benefit from Valkor's
growing expertise and experience from conducting similar activities on its
neighbouring project site. There remains some uncertainty as to whether and
when Valkor will be able to perfect its drilling methodology and commence
sustainable commercial oil extraction and the same uncertainty applies to the
Group. In due course, the Group will need to secure additional financing to
participate in proposed drilling alongside Valkor and other consortium members
on AC Oil's Lease Area and future oil-sands separation activities, a task that
always carries uncertainty but which has been made less risky thanks to the
Group's refreshed relationship with Valkor. There can be no guarantee that any
wells will ultimately be drilled, or, if drilled, that they will be
commercially successful, or that the Company will be able to raise the
requisite additional funds to participate at the relevant time.
Similarly, there can be no certainty that a suitable funding arrangement can
be successfully concluded for the construction of a future oil sands
separation plant(s) on the Group's acreage nor as to the precise terms and
structure of any such funding package and the Group will continue to explore
and assess a number of potential funding sources and avenues.
The Group continues to operate with a small team, on which it is highly
reliant. Information is openly shared within the team to ensure no over
reliance on specific individuals.
Risks relating to environmental, health and safety and other regulatory
standards
The Group's proposed future extraction and separation activities are subject
to various US federal and state laws and regulations relating to the
protection of the environment including the obtaining of appropriate permits
and approvals by relevant environmental authorities. Such regulations
typically cover a wide variety of matters including, without limitation,
prevention of waste, pollution and protection of the environment, labour
regulations and worker safety. Furthermore, the future introduction or
enactment of new laws, guidelines and regulations could serve to limit or
curtail the growth and development of the Group's business or have an
otherwise negative impact on its planned operations. The Group ensures that it
complies with the relevant laws and regulations in force in the jurisdictions
in which it operates.
Liquidity and interest rate risks
The Group is ultimately dependent on sources of additional equity and/or debt
funding to develop its interest in Greenfield and any of the Group's other
exploration assets and/or intellectual and technological expertise and to meet
its day-to-day capital commitments and overheads. Cash forecasts identifying
the liquidity requirements of the Group are produced frequently and are
reviewed regularly by management and the Board. This strategy will continually
be reviewed in light of existing project developments and new project
opportunities as they arise. For further information regarding the Group's
cash reserves and future funding requirements, please refer to the 'Going
Concern' section below.
Currency risk
Due to the limited income and expenses denominated in foreign currencies, it
was not considered cost effective to manage transactional currency exposure on
an active basis. Consequently, as the financial statements are reported in
sterling, any movements in the exchange rate of foreign currencies against
sterling may affect the Group's statements of comprehensive income and
financial position. The Group holds some cash in US dollars to mitigate the
foreign exchange risk and keeps its currency profile under regular review.
Financial instruments
It was not considered appropriate for the Group to enter into any hedging
activities or trade in any financial instruments in 2025. Further information
is set out in Note 19.
RESULTS AND DIVIDENDS
The statement of comprehensive shows the Group reporting a loss before
taxation for the year of £0.69m (2024: £6.34m). The 2024 loss was
principally the result of a one-off impairment charge. The Directors do not
propose the payment of a dividend (2024: £nil).
Directors
The Directors who served on the Board during the year to 30 September 2025 and
to date were as follows:
Malcolm Groat
Louis Castro
Zac Phillips
Directors' interests in the ordinary shares of the Company, including family
interests, as at 30 September 2025 were as follows:
30 September 2025 30 September 2024
Ordinary shares of nil par value Share warrants Share options Ordinary shares of nil par value Share warrants Share options
M. Groat 11,887 - 20,380,952 11,887 - 20,380,952
L. Castro - - 15,000,000 - - 15,000,000
Z. Phillips - - - - - -
11,887 - 35,380,952 11,887 - 35,380,952
Details of the Directors' remuneration, share warrants and share options can
be found in the Remuneration Committee Report and Notes 6 and 18 to these
financial statements.
Significant shareholders
As at the date of issuing this report, the Directors are aware of the
following shareholdings of 3% or more of the Company's existing issued
ordinary share capital:
Shareholder No. of ordinary % of issued
shares held ordinary shares
Interactive Investor Services Nominees Limited 1,726,072,639 28.5%
HSDL Nominees Limited 451,314,175 7.5%
Hargreaves Lansdown Nominees Limited 443,997,803 7.3%
Vidacos Nominees Limited 371,206,674 6.1%
Puma Nominees Limited 317,724,464 5.2%
Valkor LLC 290,500,000 4.8%
Nortrust Nominees Limited 250,000,001 4.1%
Barclays Direct Investing Nominees Limited 248,334,647 4.1%
ABN AMRO Global Nominees Limited 245,000,000 4.0%
Idealing Nominees Limited 223,230,542 3.7%
GHC Nominees Limited 203,348,333 3.4%
Global Investment Strategy UK Limited 192,399,393 3.2%
Payments of payables
The Group's policy is to negotiate payment terms with its suppliers in all
sectors to ensure that they know the terms on which payment will take place
when the business is agreed and to abide by those terms of payment.
Going Concern
The Group's financial statements have been prepared on a going concern basis,
which presumes that the Group will be able to meet its obligations as they
fall due for the foreseeable future. At 27 March 2026, the Group had cash
reserves of approximately £0.4 million. The Directors have prepared a cash
flow forecast for the twelve months to 31 March 2027.
As set out in the Chairman's statement, as part of the recent transaction with
the Group's partner, Valkor, the Company has issued new ordinary shares to
Valkor in part settlement of half of its outstanding loan to Greenfield (the
"Valkor Loan"), and the terms of the remainder of the Valkor Loan, which is
unsecured, were varied such that the loan is now scheduled for repayment on 23
February 2027, and, subject to meeting its normal working capital
requirements, Greenfield intends to apportion one third of future Financings
(as defined in the amended loan agreement) to satisfaction of the outstanding
balance.
The forecast, which includes all commitments at the date of this report and
reflects receipt of the gross proceeds of £0.55m from the equity fundraising
announced on 23 February 2026, indicates that the Group will need to secure
approximately an additional £0.6m in Q3 2026, including the amount needed to
repay the remaining half of the Valkor Loan, in order to meet its currently
envisaged working capital requirements for the twelve months to 31 March 2027,
beyond which further funding will be required. As at 30 September 2025 the
Company had negative equity of £0.30 million including the Valkor loan of
£0.42 million. The recent capitalisation of half of this loan and the planned
repayment in Q3 2026 of the second half of the loan should resolve the issue
of negative equity.
Based on the historical and recent support from new and existing investors and
historical debt raisings, the Board reasonably believes that additional
funding can be obtained when required, via further debt or equity issuances,
and, in the meantime, it is carefully preserving the Group's existing cash
reserves and taking measures to reduce costs and defer expenditure (including
directors' salaries) such that it continues to consider it appropriate to
prepare the financial statements on a going concern basis.
However, the Board's ability to raise such additional funds cannot be
guaranteed. As a consequence, there is a material uncertainty as to the going
concern status of the Group. These financial statements do not include the
adjustments that would result if the Group was unable to continue as a going
concern. The Directors' consideration of the Group's going concern status is
also set out in note 1.3 to the financial statements and the auditors refer to
going concern by way of a material uncertainty within their audit report.
Directors' responsibilities
The directors are responsible for preparing the Annual Report and financial
statements in accordance with applicable law and regulations.
The directors have resolved to prepare financial statements for each financial
year end and have elected to prepare financial statements in accordance with
UK-adopted International Accounting Standards. The financial statements are
required to give a true and fair view of the state of the affairs of the
Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
· consistently select and apply appropriate accounting
policies;
· present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and understandable
information;
· provide additional disclosures when compliance with the
specific requirements in International Financial Reporting Standards is
insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the entity's financial position
and financial performance; and
· state that the Group has complied with International
Financial Reporting Standards, subject to any material departures disclosed
and explained in the financial statements.
The Directors confirm that they have complied with these requirements, and,
having a reasonable expectation that the Group has and will have adequate
resources to continue in operational existence for the foreseeable future,
have continued to adopt the going concern basis in preparing the financial
statements.
Website publication
The directors are responsible for ensuring that the annual report and
financial statements are made available on a website. Financial statements are
published on the Company's website in accordance with legislation in the Isle
of Man governing the preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions. The maintenance and
integrity of the Company's website is the responsibility of the directors. The
directors' responsibility also extends to the on-going integrity of the
financial statements contained therein.
Auditors
All of the current Directors have taken all the steps that they ought to have
taken to make themselves aware of any information needed by the Company's
auditors for the purposes of their audit and to establish that the auditors
are aware of that information. The Directors are not aware of any relevant
audit information of which the auditors are unaware.
PKF Littlejohn LLP have expressed their willingness to continue in office and
a resolution to re-appoint them will be proposed at the Company's next annual
general meeting.
By order of the Board
Malcolm Groat
Executive Chairman
30 March 2026
CORPORATE GOVERNANCE STATEMENT
As Chairman, I am pleased to present the Company's Corporate Governance
Statement under the 2023 QCA Corporate Governance Code (the "QCA Code").
Establishing effective corporate governance structures that evolve with the
business and protect shareholder value is a key element of my role, together
with the Board as a whole. Set out below are details of the Company's
governance framework benchmarked against the QCA Code principles.
The Board of Directors of TomCo (the "Board") monitors the business affairs of
the Company and its subsidiaries on behalf of its shareholders. The Board
currently consists of the Executive Chairman and two Non-Executive Directors.
Neither of the Non-Executive Directors have previously held an executive
position with the Company. The Directors have responsibility for the overall
corporate governance of the Company and recognise the need for the highest
standards of behaviour and accountability. The Directors are committed to the
principles underlying best practice in corporate governance and have adopted
the QCA Code.
This statement explains, at a high level, how the QCA Code is applied by the
Company and how its application supports the Company's medium to long-term
development. Further information on the application of the QCA Code can be
found on the Company's website at
https://tomcoenergy.com/investors/governance/.
The Board is responsible for the stewardship of the Company through
consultation with the management of the Company. Management comprises the
Executive Chairman. Any responsibility that is not delegated to management or
to the specific committees of the Board remains with the Board, subject to the
powers of shareholder meetings. The frequency of Board meetings, as well as
the nature of agenda items, varies depending on the state of the Company's
affairs and in light of the opportunities or risks which the Company faces.
Members of the Board are in frequent contact with one another, and meetings of
the Board are held as deemed necessary.
Statement of compliance with the QCA Code
Sava as set out below, throughout the year ended 30 September 2025, the
Company has been in compliance with the provisions set out in the QCA Code.
Application of the QCA Code principles
The Company has applied the principles set out in the QCA Code, by complying
with it as reported above. Further explanations of how the principles have
been applied is set out below.
Principle One - Business Model and Strategy
In September 2024, TomCo completed the redemption of its 10% minority
membership interest in TSHII but retained its leased acreage from TSHII via AC
Oil on which it may, subject to, inter alia, securing the requisite funding,
participate in the drilling of one or more in situ oil production wells
alongside its partner Valkor and potential other consortium investors. The
Company also intends to seek to agree terms with the owners of TSHII, to
enable Greenfield to mine oil sands on an additional lease area thereby
providing feed stock for a potential future oil separation plant(s), the
construction of which is again dependent, inter alia, on ultimately being able
to secure sufficient funding.
Principle Two - Corporate Culture
The Board recognises that its decisions regarding strategy and risk will
impact the corporate culture of the Group as a whole and that this will have
an effect on the performance of the Group. The corporate governance
arrangements that the Board has adopted are designed to ensure that the Group
delivers long-term value to its shareholders and that shareholders have the
opportunity to express their views and expectations for the Company in a
manner that encourages open dialogue with the Board.
A large part of the Group's activities is centred upon what needs to be an
open and respectful dialogue with partners, suppliers, consultants and other
stakeholders. Therefore, the importance of sound ethical values and behaviour
is crucial to the ability of the Group to successfully achieve its corporate
objectives.
The Directors consider that, at present, the Group has an open culture
facilitating comprehensive dialogue and feedback and enabling positive and
constructive challenge.
Principle Three - Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communications and having
constructive dialogue with its shareholders. Shareholders and analysts have
the opportunity to discuss issues and provide feedback at meetings with the
Company's management.
All shareholders are encouraged to attend and participate in shareholder
meetings duly convened by the Company, in particular its Annual General
Meeting (AGM). Investors also have access to current information on the
Company and the Group through the Company's website at: www.tomcoenergy.com.
Principle Four - Considering Wider Stakeholder and Social and Environmental
Responsibilities
The Board recognises that the long-term success of the Group is reliant upon
the efforts of its employees, partners, consultants, contractors, suppliers,
regulators and other stakeholders. The Board have put in place a range of
processes and systems to ensure that there is close oversight and contact with
key stakeholders.
The Group is subject to oversight by a number of different U.S. State and
other regulatory bodies, who directly or indirectly are involved with the
permitting and approval process for its oil and gas operations in Utah,
including those conducted by Greenfield. Additionally, given the nature of the
Group's business, including the activities of Greenfield, there are other
parties who, whilst not having regulatory power, nonetheless have an interest
in seeing that the Group conducts its operations in a safe, environmentally
responsible, ethical and conscientious manner.
The Group makes all reasonable efforts, directly or through its advisers, to
engage in and maintain active dialogue with each of these governmental and
non-governmental bodies, to ensure that any issues faced by the Group,
including but not limited to regulations or proposed changes to regulations,
are well understood and ensuring to the fullest extent possible that the Group
is in compliance with all relevant regulations, standards and specific
licensing obligations, including environmental, social and safety aspects, at
all times.
Principle Five - Risk Management and Internal Controls
In addition to its other roles and responsibilities, the Board is responsible
for ensuring that procedures are in place and are being implemented
effectively to identify, evaluate and manage the significant risks faced by
the Group.
As a result of the process described above, a number of risks have been
identified. The principal risks and the manner in which the Company and its
Board seek to mitigate them are set out below. The Board reviews the principal
risks facing the business as part of its meetings throughout the year and
changes to those risks as the Company develops. Where risks change or new
risks are identified the Board amends existing or implements new risk
management strategies as applicable.
Risk Comment Mitigation
Operational risks See Chairman's statement. As set out in the Chairman's statement, the Group holds certain rights to mine
oil sands and to drill for oil on leased acreage in the Uintah Basin, USA. It
now also has a renewed collaborative partnership with Valkor via Greenfield,
through which the Group expects to benefit from Valkor's growing expertise and
experience from conducting similar activities on its neighbouring project
site. There remains some uncertainty as to whether and when Valkor will be
able to perfect its drilling methodology and commence sustainable commercial
oil extraction and the same uncertainty applies to the Group. In due course,
the Group will need to secure additional financing to participate in proposed
drilling alongside Valkor and potentially other consortium members on AC Oil's
Lease Area and future oil-sands separation activities, a task that always
carries uncertainty but which has been made less risky thanks to the Group's
refreshed relationship with Valkor.
There can be no guarantee that any wells will ultimately be drilled, or, if
drilled, that they will be commercially successful, or that the Company will
be able to raise the requisite additional funds to participate at the relevant
time.
Similarly, there can be no certainty that a suitable funding arrangement can
be successfully concluded for the construction of a future oil sands
separation plant(s) on the Group's acreage nor as to the precise terms and
structure of any such funding package and the Group will continue to explore
and assess a number of potential funding sources and avenues.
Environmental, health and safety and other regulatory standards See Directors' Report. The Company has engaged leading advisers to assist it in maintaining relevant
permits or licences to operate.
The Company maintains ongoing oversight of health and safety and environmental
compliance.
Liquidity risk See Directors' Report including 'Going Concern' section. The Company maintains a detailed cashflow forecast and carefully monitors
expenditure and seeks to raise additional funding as required and as referred
to in Note 1.3.
Currency risk See Directors' Report. The Company aims to manage currency exposures by holding funds in the
applicable currency to match anticipated expenditure.
The Board considers that an internal audit function is not necessary or
practical due to the current size of the Group and the close day to day
control exercised by the Executive Chairman. However, the Board will continue
to monitor the need for an internal audit function. The Executive Chairman has
established appropriate reporting and control mechanisms to ensure the
effectiveness of the Group's control systems for the size of the business and
its activities. The Board obtains regular updates on risks from the Executive
Chairman, which allows it to monitor the effectiveness of risk management and
through its regular engagement and review of reporting on areas such as the
status of the Company's projects, budgets, results and cash flow position of
the Company.
Principle Six - A Well-Functioning Board of Directors
The Board currently comprises an Executive Chairman, Malcolm Groat, and two
senior independent Non-Executive Directors, Louis Castro and Zac Phillips.
Biographies for each of the current Directors are set out on the Company's
website. The Directors are subject to re-election usually at the Company's
Annual General Meeting, at intervals of no more than three years.
The Board meets on a regular basis, typically once a month.
The Board is responsible for formulating, reviewing and approving the Group's
strategy, budgets and corporate actions. As such, the Company has established
separate Audit and Remuneration Committees.
The Audit Committee comprises Louis Castro (Chairman) and Zac Phillips. The
Audit Committee meets at least twice a year to consider the integrity of the
financial statements of the Company, including its annual and interim
accounts; the effectiveness of the Company's internal controls and risk
management systems; auditor reports; and terms of appointment and remuneration
for the auditor.
The Company's Remuneration Committee comprises Louis Castro (Chairman) and Zac
Phillips. The Remuneration Committee meets from time to time, but not less
than once a year, to review and determine, amongst other matters, the
remuneration of Executives on the Board and any share incentive plans of the
Company.
The QCA Code recommends that the Chairman must have adequate separation from
the day-to-day business to be able to make independent decisions. The Board
comprises three members, Malcolm Groat who is the Executive Chairman and two
senior independent non-executive directors. It is the non-executive directors,
who are in the majority, who have adequate separation from the day-to day
business and ensure that the Board can, overall, make decisions independent of
the executive function. As the Board is comprised of only three members, one
of whom is an Executive and two of whom are independent senior Non-Executive
Directors, the Board does not believe it is currently necessary to appoint a
single senior independent director.
Whilst each of the Non-Executive Directors are considered to be part time,
they are expected to provide as much time to the Company as is required. The
attendance record of the Directors at Board and committee meetings held during
the year ended 30 September 2025 was as follows:
Main Board Audit Remuneration
Committee Committee
Meetings held 11 3 1
Attendance:
Malcolm Groat 11 - -
Louis Castro 11 3 1
Zac Phillips 11 3 1
Principle Seven - Appropriate Skills and Experience of the Directors and
Maintenance of Governance Structures and Processes
The Board believes that the current balance of skills held by the Board as a
whole, reflects a very broad range of commercial and professional skills
across geographies and industries and each of the Directors has previous
experience of public markets.
The Board believes that the Directors are well suited to the Company's
fundamental objective of enhancing and preserving long-term shareholder value
and ensuring that the Group conducts its business in an ethical and safe
manner. The Board, which will shortly be augmented by the proposed appointment
of Steven Byle, is considered to be of a sufficient size to provide more than
adequate experience and perspective to its decision-making process and, given
the size and nature of the Group, the Board does not consider at this time
that it is appropriate to increase the size of the Board or amend its
composition.
The Board has not yet implemented a written policy regarding the
identification and nomination of female directors. In the event that one of
the existing members of the Board stands down from their current position, the
Company will, at that time, give further consideration to the specific
selection of a female member of the Board and the adoption of a formal policy
relating to the positive appointment of additional female members of the Board
for future opportunities.
The Board is responsible for: (a) ensuring that all new Directors receive a
comprehensive orientation, that they fully understand the role of the Board
and its committees, as well as the contribution individual directors are
expected to make (including the commitment of time and resources that the
Company expects from its directors) and that they understand the nature and
operation of the Group's business; and (b) providing continuing education
opportunities for all directors, so that individuals may maintain or enhance
their skills and abilities as directors, as well as to ensure that their
knowledge and understanding of the Group's business remains current.
Given the size of the Company and the in-depth experience of its Directors,
the Board has not deemed it necessary to develop a formal process of
orientation for new Directors but encourages all its Directors to visit the
Group's operations to ensure familiarity and proper understanding.
Skills & Experience of Board Members
Malcolm Groat
Malcolm is a Chartered Accountant and has extensive corporate experience, with
roles as Chairman, Non-Executive Director, Chairman of Audit Committees, CEO,
COO and CFO for a number of public companies. He is an adviser on compliance
and governance, strategy and operational improvement, and managing the risks
of rapid change.
Louis Castro
Louis is a graduate engineer and PwC trained Chartered Accountant who has
spent his career in the City and more recently in the natural resources
industry. He has worked in investment banking, with SG Warburg (now UBS), and
in capital markets, advising growth companies on a wide range of matters
including fund-raising and M&A. He served as an AIM Nomad for many years
before becoming CFO of a listed oil company. In recent years, Louis became
Executive Chairman of Orosur Mining Inc. which is quoted on both the TSX-V and
on AIM, and he is also a non-executive director of Tekcapital plc and
Innovative Eyewear, Inc.
Zac Phillips
Zac has over 25 years' experience in oil and gas finance, having worked for
BP, Chevron, Merrill Lynch and ING Barings. He was previously CFO for Dubai
World's oil and gas business (DB Petroleum) with responsibility for risk
management and authoring of investment proposals. He has a degree in Chemical
Engineering and a PhD in Chemical Engineering from Bath University.
Ultimate authority for all aspects of the Group's activities rests with the
Board, with the responsibilities of the Executive Chairman arising as a
consequence of delegation by the Board.
The Board has adopted appropriate delegations of authority which set out
matters which are reserved to the Board. The Executive Chairman, together with
the two non-executives, is responsible for the effectiveness of the Board and
compliance with the QCA Code. Management of the Group's business and primary
contact with shareholders has been delegated by the Board to the Executive
Chairman.
When assessing the independence of each Non-Executive Director, length of
service is one of the considerations alongside experience and knowledge. When
making appointments, the Board considers the need to balance the experience
and knowledge that each independent director has of the Group and its
operations, with the need to ensure that independent directors can also bring
new perspectives to the business.
In accordance with the Isle of Man Companies Act 2006, the Board complies
with: a duty to act within their powers; a duty to promote the success of the
Company; a duty to exercise independent judgement; a duty to exercise
reasonable care, skill and diligence; a duty to avoid conflicts of interest; a
duty not to accept benefits from third parties and a duty to declare any
interest in a proposed transaction or arrangement.
Principle Eight - Evaluation of Board Performance
The Board has determined that it shall be responsible for assessing the
effectiveness and contributions of the Board as a whole and its committees
(which currently comprise the Audit Committee and the Remuneration Committee).
The small size of the Board allows for open discussion.
No formal assessments have been prepared in the year. However, the Board
assesses its effectiveness on an ongoing basis and will make adjustments as
and when required. The Board will keep this matter under review and especially
if either the size of the Board or the number of committees increases, which
in turn may require a more formalised assessment and evaluation process to be
established to ensure continued effectiveness.
Principle Nine - Remuneration policy
The QCA Code emphasises the importance of aligning remuneration policies with
the Company's purpose, strategy, and culture, ensuring they incentivise
management to focus on long-term sustainable growth. The Remuneration
Committee believes that the Company's incentive arrangements are consistent
with this Principle, ensuring that remuneration structures are transparent and
support long-term value creation for shareholders.
Principle Ten - Shareholder Communication
The Board is accountable to the Company's shareholders and, as such, it is
important for the Board to appreciate the aspirations of shareholders and
equally that shareholders understand how the actions of the Board and
short-term financial performance relate to the achievement of the Group's
longer-term goals.
The Board reports to the Company's shareholders on its stewardship of the
Group through the publication of interim and final financial results. The
Company announces significant developments which are disseminated via various
outlets including, before anywhere else, the London Stock Exchange's
regulatory news service (RNS). In addition, the Company maintains a website
(www.tomcoenergy.com) on which RNS announcements, press releases, corporate
presentations and the Report and Financial Statements are available to view.
Enquiries from individual shareholders on matters relating to the business of
the Group are welcomed. Shareholders and other interested parties can
subscribe to receive notification of news updates and other documents from the
Company via email.
The Annual General Meeting, and other meetings of shareholders that may be
called by the Company from time to time, provide an opportunity for
communication with all shareholders and the Board encourages shareholders to
attend and welcomes their participation. The Board is committed to maintaining
good communication and having constructive dialogue with its shareholders. The
Company has close ongoing relationships with its private shareholders.
Malcolm Groat
Executive Chairman
30 March 2026
AUDIT COMMITTEE REPORT
Overview
The Committee met three times during the year to consider the full year 2024
accounts and the interim 2025 accounts, and to review audit planning for the
full year 2025 accounts. It has also met after the year end to consider the
full year 2025 accounts.
Louis Castro is Chairman of the Committee. The other Committee member for the
year under review was Zac Phillips.
Financial Reporting
The Committee monitored the integrity of the interim and annual financial
statements and reviewed the significant financial reporting issues and
accounting policies and disclosures in the financial reports. The external
auditor attended the Committee meeting as part of the full year accounts
approval process. The process included the consideration of reports from the
external auditor identifying the primary areas of accounting judgements and
key audit risks identified as being significant to the full year audited
accounts.
Audit Committee Effectiveness
The Board considers the effectiveness of the Committee on a regular basis but
not as part of a formal process.
External Audit
The Committee is responsible for managing the relationship with the Company's
external auditor, PKF Littlejohn LLP.
The objectivity and independence of the external auditor is safeguarded by
reviewing the auditor's formal declarations, monitoring relationships between
key audit staff and the Group and reviewing the non-audit fees payable to the
auditor. Discussions were held with the auditor about matters significant to
the audit, of which the principal item was the matter of the going concern of
the Company.
Non-audit services are not performed by the auditor. During the year, audit
fees of £48,000 (2024: £49,500) were paid.
Internal Audit
The Committee considered the requirement for an internal audit function. The
Committee considered the size of the Group, its current activities and the
close involvement of senior management. Following the Committee's review, it
did not deem it necessary to operate an internal audit function during the
year.
Louis Castro
Chairman, Audit Committee
30 March 2026
REMUNERATION COMMITTEE REPORT
This report is on the activities of the Remuneration Committee for the
financial year ended 30 September 2025.
The Remuneration Committee meets from time to time, but not less than once a
year, to review and determine, amongst other matters, the remuneration of the
Executive(s) on the Board and any share incentive plans of the Company.
Louis Castro is Chairman of the Committee and the other member of the
Committee for the year under review was Zac Phillips.
The Directors' emoluments comprise fees paid for services. The amounts paid
for their services are detailed below:
Salaries Bonus Total Salaries Bonus Total
2025 2025 2025 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000
M. Groat 60 - 60 50 14 64
J. Potter (passed away on 24 May 2024) - - 131 - 131
-
L. Castro 50 - 50 42 14 56
Z. Phillips 43 - 43 36 14 50
Total 153 - 153 259 42 301
As detailed in Note 18, the Company has in place a share option scheme for its
Directors.
The Committee met once during the year in conjunction with a Board meeting to
review salaries.
Louis Castro
Chairman, Remuneration Committee
30 March 2026
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOMCO ENERGY PLC
Opinion
We have audited the group financial statements of TomCo Energy Plc (the
'group') for the year ended 30 September 2025, which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of Financial
Position, the Consolidated Statement of Changes in Equity, and the
Consolidated Statement of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting framework
that has been applied in their preparation is UK-adopted international
accounting standards.
In our opinion, the financial statements:
· give a true and fair view of the state of the group's affairs as
at 30 September 2025 and of its loss for the year then ended; and
· have been properly prepared in accordance with UK-adopted
international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1.3 in the financial statements, which indicates
that while the group currently has sufficient cash flow to meet its
obligations as they fall due within the next 12 months, its ability to
continue as a going concern is dependent on the successful execution of future
projects and its ability to raise additional funds as required to either
settle existing obligations or fund any future projects. These conditions
indicate the existence of a material uncertainty that may cast significant
doubt on the group's ability to continue as a going concern. Our opinion is
not modified in respect of this matter
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the directors' assessment of the group's ability to continue
to adopt the going concern basis of accounting included:
⦁ Obtaining management's base case forecast for the period up to 31
March 2027 and testing the mathematical accuracy of the base case forecast,
including a review of the cash position as at and after the year end;
⦁ Reviewing management's assessment of going concern, including their
evaluation of future funding requirements;
⦁ Reviewing the reasonable worst-case forecast scenario prepared by
management and evaluating the financial resources available to address this
scenario; and
⦁ Critically assessing the disclosures made within the financial
statements for consistency with management's assessment of going concern.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures. Group
materiality was £13,700 (2024: £35,000) based upon 2% of expenses (2024: 2%
of expenses). The reason for the change in benchmark for materiality during
current and prior year was due to the Sale of TSHII in the prior year meaning
the Group became a cash shell. We therefore consider expenses to be the main
driver of the business as the group and the metric that the users of the
accounts will be most interested in.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the nature and extent of our testing of account balances, classes
of transactions, and disclosures, for example in determining sample sizes.
For each component in scope of the group audit, we allocated performance
materiality to each entity based on their contribution to overall group
expenses. The range of performance materiality allocated across the components
was between £8,000 and £4,450 (2024: between £20,000 and £25,000).
We agreed with the audit committee that we would report to the committee all
audit differences identified during the course of our audit in excess of £600
(2024: £1,750) as well as differences below these thresholds that, in our
view, warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of
material misstatement in the financial statements. In particular, we looked at
areas requiring the directors to make subjective judgements, for example in
respect of significant accounting estimates including the convertible loan,
and carrying value of unquoted investments. We also addressed the risk of
management override of internal controls, including evaluating whether there
was evidence of bias by the directors that represented a risk of material
misstatement due to fraud.
An audit was performed on the financial information of the group's operating
entities which for the year ended 30 September 2025 were located in the Isle
of Man and United States of America. As a result of our materiality and risk
assessments, we determined which components required a full scope audit of
their financial information with consideration to their significance to the
group based on their contribution to overall expenses, the presence of
material classes of transactions and account balances, and other risk
characteristics. On this basis, one component required a full scope audit of
their financial information. Other components were subject to a specific scope
audit whereby procedures were performed on one or more classes of
transactions, account balances or disclosures. The audit work on each
significant component was performed by us as group auditor based upon
materiality or risk profile, or in response to potential risks of material
misstatement to the Group.
All components of the group were audited by us in our London, UK office.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
Except for the matter described in the Material Uncertainty Related to Going
Concern Section, we have determined that there are no key audit matters to
communicate in our report.
Other information
The other information comprises the information included in the annual
report(( 1 (#_ftn1) )), other than the financial statements and our auditor's
report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the group financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and the sector in which it
operates to identify laws and regulations that could reasonably be expected to
have a direct effect on the financial statements. We obtained our
understanding in this regard from discussions with management.
· We determined the principal laws and regulations relevant to the
group in this regard to be those arising from the AIM Rules, relevant local
laws and regulations in the where the Group operates (Isle of Man and United
States, UK Bribery Act, QCA Corporate governance, and Permit and Environmental
compliance in the United States.
· We designed our audit procedures to ensure the audit team considered
whether there were any indications of non-compliance by the group with those
laws and regulations. These procedures included, but were not limited to:
o Enquiries of management regarding potential non-compliance;
o Review of legal and professional fees to understand the nature of the
costs and the existence of any non-compliance with laws and regulations;
o Review of RNS announcement made to the market throughout the year; and
o Review of minutes of meetings of those charged with governance and
regulatory news service announcements.
· We also identified the risks of material misstatement of the
financial statements due to fraud.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter. Our audit work has been undertaken so that we
might state to the company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone, other
than the company and the company's members as a body, for our audit work, for
this report, or for the opinions we have formed.
Zahir Khaki (Senior Statutory Auditor) 15
Westferry Circus, Canary Wharf, London, E14 4HD
For and on behalf of PKF Littlejohn
LLP
Statutory
Auditor
30 March 2026
Consolidated Statement of Comprehensive Income
for the financial year ended 30 September 2025
2025 2024
Note £'000 £'000
Impairment losses 2 - (4,269)
Administrative expenses 2 (623) (854)
Foreign exchange losses (8) (817)
Operating loss 4 (631) (5,940)
Finance costs 3 (55) (59)
Loss on disposal of investment at fair value through profit and loss - (336)
Loss on ordinary activities before taxation (686) (6,335)
Taxation 5 - -
Loss for the year attributable to:
Equity shareholders of the parent (686) (6,335)
(686) (6,335)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations 30 348
Other comprehensive income for the year attributable to equity shareholders of 30 348
the parent
Total comprehensive loss attributable to equity shareholders of the parent (656) (5,987)
2025 2024
Pence Pence
Loss per share attributable to equity shareholders of the parent per per
share share
Basic & diluted loss per share 7 (0.02) (0.17)
Consolidated Statement of Financial Position
as at 30 September 2025
Group Group
2025 2024
Note £'000 £'000
Assets
Non-current assets
Intangible assets 8 - -
Property, plant and equipment 9 - -
Other receivables 10 65 65
65 65
Current assets
Trade and other receivables 10 9 40
Cash and cash equivalents 11 151 857
160 897
TOTAL ASSETS 225 962
Liabilities
Current liabilities
Loans 12 (442) (462)
Trade and other payables 13 (86) (147)
(528) (609)
Net current (liabilities)/assets (368) 288
TOTAL LIABILITIES (528) (609)
Total net (liabilities)/assets (303) 353
Shareholders' equity
Share capital 15 - -
Share premium 16 35,318 35,318
Warrant reserve 17 93 225
Translation reserve 153 123
Retained deficit (35,867) (35,313)
Equity attributable to owners of the parent (303) 353
Total equity (303) 353
The financial statements were approved and authorised for issue by the Board
of Directors on 30 March 2026.
Malcolm
Groat
Louis Castro
Executive
Chairman
Non-Executive Director
Consolidated Statement of Changes in Equity
for the financial year ended 30 September 2025
Equity attributable to equity holders of the parent
Note Share capital Share premium Warrant reserve Translation reserve Retained Deficit Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 October 2023 - 34,886 390 (225) (29,143) 5,908
Loss for the year - - - - (6,335) (6,335)
Comprehensive income for the year - - - 348 - 348
Total comprehensive loss for the year - - - 348 (6,335) (5,987)
Issue of shares (net of costs) 15,16 - 432 - - - 432
Expiry of warrants 17 - - (165) - 165 -
At 30 September 2024 - 35,318 225 123 (35,313) 353
Loss for the year - - - - (686) (686)
Comprehensive income for the year - - - 30 - 30
Total comprehensive loss for the year - - - 30 (686) (656)
Expiry of warrants 17 - - (132) - 132 -
At 30 September 2025 - 35,318 93 153 (35,867) (303)
The following describes the nature and purpose of each reserve within owners'
equity:
Reserve Descriptions
and purpose
Share capital Amount subscribed for share
capital at nominal value, together with transfers to share premium upon
redenomination of the shares to nil par value.
Share premium Amount subscribed for share
capital in excess of nominal value, together with transfers from share capital
upon redenomination of the shares to nil par value.
Warrant reserve Amounts credited to equity in respect
of warrants to acquire ordinary shares in the Group.
Translation reserve Gains and losses on the translation
of foreign operations.
Retained deficit Cumulative net gains and losses
recognised in the consolidated statement of comprehensive income less
transfers to retained deficit on expiry.
Consolidated Statement of Cash Flows
for the financial year ended 30 September 2025
Note Group Group
2025 2024
£'000 £'000
Cash flows from operating activities
Loss before tax 2 (686) (6,335)
Adjustments for:
Finance costs 3 57 59
Unrealised foreign exchange losses 30 772
Impairment provisions - 4,269
Loss on disposal of investment - 336
Increase/(decrease) in trade and other receivables 30 (8)
(Increase)/decrease in trade and other payables (61) 25
Cash used in operations (630) (882)
Interest paid (76) -
Net cash outflow from operating activities (706) (882)
Cash flows from investing activities
Sale of investments at FVTPL - 1,245
Net cash generated from/(used in) investing activities - 1,245
Cash flows from financing activities
Issue of equity instruments 15,16 - 450
Costs of share issue - (18)
Net cash generated from financing activities - 432
Net (increase)/ decrease in cash and cash equivalents (706) 795
Cash and cash equivalents at beginning of financial year 857 62
Cash and cash equivalents at end of financial year 151 857
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
1. Accounting policies
TomCo Energy Plc is a Company incorporated in the Isle of Man (IoM
registration number:6969V; England & Wales registration number
FC022829). The address of the registered office is 1(st) Floor, Sixty
Circular Road, Douglas, Isle of Man IM1 1AE, The Company is a public limited
company limited by shares, quoted on the AIM market of the London Stock
Exchange. The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have been
consistently applied to all years presented, unless otherwise stated.
1.1 Basis of preparation
The financial statements have been prepared in accordance with UK-adopted
International Accounting Standards.
The financial statements are presented in GBP. The Company's functional
currency is also GBP and has been assessed by the Directors based on
consideration of the currency and economic factors that mainly influence the
Company's investments, operating costs, financing and related transactions.
Changes to these factors may have an impact on the judgement applied in the
determination of the Company's functional currency.
Assets and liabilities in foreign currencies are translated into sterling at
the rate of exchange ruling at the balance sheet date. Transactions in foreign
currencies are translated into sterling at the rate of exchange ruling at the
date of the transaction. Foreign exchange differences arising on translation
are recognised in profit or loss.
The preparation of financial statements in conformity with UK-adopted
International Accounting Standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Company's accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed in note
1.2.
The Group's financial statements have been prepared in accordance with
UK-adopted International Financial Reporting Standards ("IFRS") and with those
parts of the Isle of Man Companies Act 2006 applicable to companies reporting
under IFRS. The financial statements have been prepared under the historic
cost convention, except where IFRS requires assets and liabilities to be
stated at fair value.
1.2 Critical Estimates and Judgements
The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions. Although these estimates are based on
management's best knowledge of the amount, event or actions, actual results
ultimately may differ from those estimates. Details of the Group's significant
accounting judgments are set out in these financial statements and include:
Judgements and estimates
- Internally generated development assets
Following the redemption of the Group's 10% interest in Tar Sands Holdings II
LLC ("TSHII") during 2024, the directors determined that a full impairment
provision against its Oil Sands Technology and related assets was appropriate
as at 30 September 2024. The reasons for this decision were:
a) given the uncertainties concerning obtaining appropriate project
financing for Greenfield, as highlighted in the 2024 accounts' directors'
report, there is doubt as to the availability of adequate financial resources
to develop and use the Group's previously capitalised assets such that the
directors cannot determine reliably their value in use; and
b) in the current conditions, there is uncertainty concerning the fair
value less costs to sell of the assets concerned.
The directors consider that the factors that led to their decision to impair
as at 30 September 2024 still exist, and therefore any reversal of the
provision is inappropriate.
Estimates
- Share based payments
Estimates are required in determining the fair value of share warrants granted
including future share price volatility and the instrument life. Volatility is
estimated using TomCo's historic share prices for a period of time that
matches the exercise period of the warrant or option concerned. This assumes
that historic share price volatility is the best estimate of future
volatility. The Black-Scholes model is used for valuing the warrants.
Estimates are also made of the likely time of exercise of the warrants.
In 2021, the Company acquired the remaining 50% of Greenfield. The wholly
deferred consideration comprised the potential issue of 592.8 million new
ordinary shares to Valkor, contingent on the receipt by the Group of third
party funding via a loan or credit facility for the construction of an oil
sands processing facility by 25 August 2024. No such loan or credit facility
was secured by such date, such that the obligation to issue the consideration
shares lapsed. Nevertheless, under IFRS 2 there is no reversal of the original
credit to reserves of £1.063 million which represents the estimate of the
fair value of the contingent issue, determined by reference to the cost of the
assets acquired.
1.3 Going concern
The Group's financial statements have been prepared on a going concern basis,
which presumes that the Group will be able to meet its obligations as they
fall due for the foreseeable future. At 27 March 2026, the Group had cash
reserves of approximately £0.4 million. The Directors have prepared a cash
flow forecast for the twelve months to 31 March 2027.
As set out in the Chairman's statement, as part of the recent transaction with
the Group's partner, Valkor, the Company has issued new ordinary shares to
Valkor in part settlement of half of its outstanding loan to Greenfield (the
"Valkor Loan"), and the terms of the remainder of the Valkor Loan, which is
unsecured, were varied such that the loan is now scheduled for repayment on 23
February 2027, and, subject to meeting its normal working capital
requirements, Greenfield intends to apportion one third of future Financings
(as defined in the amended loan agreement) to satisfaction of the outstanding
balance.
The forecast, which includes all commitments at the date of this report and
reflects receipt of the gross proceeds of £0.55m from the equity fundraising
announced on 23 February 2026, indicates that the Group will need to secure
approximately an additional £0.6m in Q3 2026, including the amount needed to
repay the remaining half of the Valkor loan, in order to meet its currently
envisaged working capital requirements for the twelve months to 31 March 2027,
beyond which further funding will be required. As at 30 September 2025 the
Company had negative equity of £0.30 million including the Valkor loan of
£0.42 million. The recent capitalisation of half of this loan and the planned
repayment in Q3 2026 of the second half of the loan should resolve the issue
of negative equity.
Based on the historical and recent support from new and existing investors and
historical debt raisings, the Board reasonably believes that additional
funding can be obtained when required, via further debt or equity issuances,
and, in the meantime, it is carefully preserving the Group's existing cash
reserves and taking measures to reduce costs and defer expenditure (including
directors' salaries) such that it continues to consider it appropriate to
prepare the financial statements on a going concern basis. However, the
Board's ability to raise such additional funds cannot be guaranteed. As a
consequence, there is a material uncertainty as to the going concern status of
the Group. These financial statements do not include the adjustments that
would result if the Group was unable to continue as a going concern.
1.4 Future changes in accounting standards
The following standards have been published and are mandatory for accounting
periods beginning after 1 January 2026 but have not been early adopted by the
Group:
i. Amendments to IFRS 9 and IFRS 7 - Amendments to the
classification and measurement of financial instruments; and
ii. Annual improvements of IFRS: minor amendments concerning IFRS 1,
IFRS 7, IFRS 9, IFRS 10 and IAS 7.
The following standards have been published and are mandatory for accounting
periods beginning after 1 January 2027 but have not been early adopted by the
Group:
iii. IFRS 18 - Presentation and Disclosure in Financial Statements
· Replaces IAS 1.
· Introduces structured categories in the income statement:
operating, investing, and financing.
· Requires new subtotals: "Operating profit or loss" and "Profit or
loss before financing and income tax".
· Mandatory disclosure of Management Performance Measures (MPMs)
with reconciliations.
iv. Enhanced aggregation/disaggregation guidance for clearer financial
reporting.
ii. IFRS 19 - Subsidiaries without Public Accountability:
Disclosures
· Provides reduced disclosure requirements for eligible subsidiaries
applying full IFRS recognition and measurement principles.
Management does not expect that adoption of the standards listed above will
have a material impact on the financial statements of the Group in future
periods.
1.5 Basis of consolidation
The Group's financial statements consolidate the accounts of the parent
company, TomCo Energy plc, and all of its subsidiary undertakings (see note
22) drawn up to 30 September 2025. All intra-group transactions, balances,
income and expenses are eliminated on consolidation.
The acquisition of subsidiaries where the acquisition represents the purchase
of a business is accounted for on the purchase basis. A subsidiary is
consolidated where the Company has control over an investee. The Group
controls an investee if all three of the following elements are present: power
over the investee, exposure to variable returns from the investee, and the
ability of the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate that there may
be a change in any of these elements of control. On acquisition, all of the
subsidiary's assets and liabilities which existed at the date of acquisition
are recorded at their fair values reflecting their condition at the time. If,
after re-assessment, the Group's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities exceeds the cost
of the business combination, the excess is recognised immediately in the
statement of comprehensive income.
Acquisitions of subsidiaries where the IFRS 3 definition of a business
combination are not met are accounted for as the purchase of the relevant
assets less liabilities at cost.
1.6 Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker has been identified as the Board of Directors.
Based on an analysis of risks and returns, the Directors consider that the
Group has two principal business segments based on geographical location. The
loss before taxation arises principally within the UK and US. Net assets are
principally in the UK and the US.
1.7 Finance income
Finance income is accounted for on an effective interest basis.
1.8 Finance costs
Interest on debt instruments is recognised by reference to the effective
interest rate computed after the deduction of issue costs.
1.9 Property, plant and equipment
Property, plant and equipment employed in exploration and evaluation
activities are carried at cost. Following a review of the Group's current
activities, these assets remain fully impaired as at 30 September 2025.
1.10 Intangible assets
Exploration and development licences
The Group applies the full cost method of accounting for oil and gas
operations. For evaluation properties, all mineral leases, permits,
acquisition costs, geological and geophysical costs and other direct costs of
exploration appraisal, renewals and development are capitalised as intangible
fixed assets in appropriate cost pools, with the exception of tangible assets,
which are classed as property, plant and equipment. Costs relating to
unevaluated properties are held outside the relevant cost pool and are not
amortised until such time as the related property has been fully appraised.
When a cost pool reaches an evaluated and bankable feasibility stage, the
assets are transferred from intangible to oil properties within property,
plant and equipment. These assets were impaired in full during the prior year.
Development assets
Greenfield has incurred expenditure on researching and developing the design
and operation of a pilot plant and processes for oil sands extraction that is
not of a scale economically feasible for commercial production. Development
expenditure at acquisition was measured at cost. Development expenditure
incurred following the acquisition of Greenfield that meets the requirements
of IAS 38 for recognition as intangible assets are capitalised. All other
expenditure is expensed. No amortisation will be charged on such assets until
future commercial exploitation of the processes commences. These assets were
impaired in full during the prior year.
1.11 Impairment
Exploration and development licences
Exploration and development assets are assessed for impairment when facts and
circumstances suggest that the carrying amount may exceed the recoverable
amount. In accordance with IFRS 6 the Group firstly considers the following
facts and circumstances in their assessment of whether the Group's exploration
and evaluation assets may be impaired, namely whether:
- the period for which the Group has the right to explore in a
specific area has expired during the period or will expire in the near future,
and is not expected to be renewed;
- substantive expenditure on further exploration for and evaluation of
mineral resources in a specific area is neither budgeted nor planned;
- exploration for and evaluation of hydrocarbons in a specific area
have not led to the discovery of commercially viable quantities of
hydrocarbons and the Group has decided to discontinue such activities in the
specific area; and
- sufficient data exists to indicate that although a development in a
specific area is likely to proceed, the carrying amount of the exploration and
evaluation assets is unlikely to be recovered in full, either from successful
development or by sale.
1.12 Taxation
Taxation expense represents the sum of current tax and deferred tax.
Current tax is based on taxable profits for the financial period using tax
rates that have been enacted or substantively enacted by the reporting date.
Taxable profit differs from net profit as reported in the statement of
comprehensive income because it excludes items of income or expenses that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible.
Deferred tax is provided in full, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes. If deferred tax arises from
initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither
accounting nor taxable profit nor loss, it is not accounted for. Deferred tax
is determined using tax rates that have been enacted or substantively enacted
at the reporting date and that are expected to apply when the related deferred
income tax asset is realised, or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilised.
Deferred tax is provided on temporary differences arising on investments in
subsidiaries, except where the timing of the reversals of the temporary
differences is controlled by the Group and it is probable that the temporary
differences will not reverse in the foreseeable future.
Deferred tax is charged or credited in the statement of comprehensive income,
except when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
1.13 Foreign currencies
The accounts have been prepared in pounds sterling being the presentational
currency of the Group. The functional currency of TomCo Energy plc is also
pounds sterling. The functional currency of the US subsidiaries is US dollars.
Assets and liabilities held in the Group or overseas subsidiaries in
currencies other than the functional currency are translated into the
functional currency at the rate of exchange ruling at the reporting date.
Transactions entered into by Group entities in a currency other than the
functional currency of the entity concerned are recorded at the rates ruling
when the transactions occur. Exchange differences arising from the settlement
of monetary items are included in the statement of comprehensive income for
that period.
1.14 Leases
The Group is party as lessee only to low value or short-term leases. Rentals
payable under such leases, net of lease incentives, are charged to the
statement of comprehensive income on a straight-line basis over the period of
the lease.
1.15 Financial assets at amortised cost
These assets are non-derivative financial assets which are held in a business
model whose objective is to collect contractual cashflows and whose
contractual terms give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal outstanding. They arise
principally through types of contractual monetary asset such as receivables.
They are initially recognised at fair value plus transaction costs that are
directly attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method, less
provision for impairment. Impairment provisions are recognised based on
expected credit losses over the asset's life.
The Group's assets held at amortised cost comprise trade and other receivables
and cash and cash equivalents in the consolidated statement of financial
position.
1.16 Financial Instruments
Trade and other receivables
Trade receivables are measured at initial recognition at fair value and are
subsequently measured at amortised cost using the effective interest rate
method. Trade and other receivables are accounted for at original invoice
amount less any provisions for doubtful debts. Provisions are made where there
is evidence of a risk of non-payment, taking into account the age of the debt,
historical experience and general economic conditions. If a trade debt is
determined to be uncollectable, it is written off, firstly against any
provisions already held and then to the statement of comprehensive income.
Subsequent recoveries of amounts previously provided for are credited to the
statement of comprehensive income.
Appropriate allowances for estimated irrecoverable amounts are recognised in
profit or loss in accordance with the expected credit loss model under IFRS 9.
For trade and other receivables which do not contain a significant financing
component, the Company applies the simplified approach. This approach requires
the allowance for expected credit losses to be recognised at an amount equal
to lifetime expected credit losses. For other debt financial assets the
Company applies the general approach to providing for expected credit losses
as prescribed by IFRS 9, which permits for the recognition of an allowance for
the estimated expected loss resulting from default in the subsequent 12-month
period. Exposure to credit loss is monitored on a continual basis and, where
material, the allowance for expected credit losses is adjusted to reflect the
risk of default during the lifetime of the financial asset should a
significant change in credit risk be identified.
The majority of the Company's financial assets are expected to have a low risk
of default. A review of the historical occurrence of credit losses indicates
that credit losses are insignificant due to the size of the Company's clients
and the nature of its activities. The outlook for the natural resources
industry is not expected to result in a significant change in the Company's
exposure to credit losses. As lifetime expected credit losses are not expected
to be significant, the Company has opted not to adopt the practical expedient
available under IFRS 9 to utilise a provision matrix for the recognition of
lifetime expected credit losses on trade receivables. Allowances are
calculated on a case-by-case basis based on the credit risk applicable to
individual counterparties.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. Fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place
either:
· In the principal market for the asset or liability; or
· In the absence of a principal market, in the most advantageous
market for the asset or liability principal or the most advantageous market
accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in
the financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
· Level 1 - Quoted (unadjusted) market prices in active markets for
identical assets or liabilities
· Level 2 - Valuation techniques for which the lowest level input that
is significant to the fair value measurement is directly or indirectly
observable
· Level 3 - Valuation techniques for which the lowest level input that
is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on
a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes
of assets and liabilities on the basis of the nature, characteristics and
risks of the asset or liability and the level of the fair value hierarchy, as
explained above.
1.17 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at the bank and
other short-term liquid investments with original maturities of three months
or less.
1.18 Financial liabilities at amortised cost
Financial liabilities at amortised cost include debt instruments and the host
contract element of hybrid liabilities containing embedded derivatives. These
liabilities are measured initially at transaction price, less issue costs and
the separation of the fair value of embedded derivatives. They are
subsequently measured at amortised cost using the effective interest method.
1.19 Trade payables
Trade payables are recognised at amortised cost. All of the trade payables are
non-interest bearing.
1.20 Share capital
Ordinary shares are classified as equity. Shares issued in the period are
recognised at the fair value of the consideration received.
1.21 Warrants
Warrants issued as part of financing transactions in which the holder receives
a fixed number of shares on exercise of the warrant are fair valued at the
date of grant and recorded within the warrant reserve. Fair value is measured
by the use of the Black-Scholes model.
On expiry or exercise, the fair value of warrants is credited to reserves as a
change in equity.
1.22 Share-based payments
Equity-settled share-based payments to directors are measured at the fair
value of the equity instruments at the grant date. Details regarding the
determination of the fair value of equity-settled share-based transactions is
set out in Note 18.
The fair value determined at the grant date is expensed on a straight-line
basis over the vesting period or periods, based on the Group's estimate of
equity instruments that will eventually vest. At each balance sheet date, the
Group revises its estimate of the number of equity instruments expected to
vest. The impact of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative expenses reflects the
revised estimate, with a corresponding adjustment to equity reserves.
In respect of equity-settled arrangements within the scope of IFRS 2
representing contingent consideration for the acquisition of assets, the value
of the equity instruments is presumed to be equivalent to the fair value of
the assets acquired. In the case of assets acquired on the acquisition of
Greenfield, cost is deemed to be the best estimate of fair value.
2. Segmental reporting - Analysis by geographical segment
The loss before taxation arises within principally the UK and US. Net assets
are principally in the UK and US. Based on an analysis of risks and returns,
the Directors consider that the Group has two principal business segments
based on geography, with the UK primarily representing head office costs of
the Group. Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker. The chief
operating decision-maker has been identified as the Board of Directors. The
Directors therefore consider that no further segmentation is appropriate.
United States United Kingdom Eliminations Total United States United Kingdom Eliminations Total
Year ended 30 September 2025 2025 2025 2025 2024 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Administrative expenses (75) (548) - (623) (82) (772) - (854)
Impairment losses - - - - (4,269) - - (4,269)
Foreign exchange gains/(losses) (27) 19 - (8) (803) (14) - (817)
Operating profit/(loss) (102) (529) - (631) (5,154) (786) - (5,940)
Finance (costs)/income (57) 2 - (55) (59) - - (59)
Loss on disposal of investment - - - - (336) - - (336)
Loss/(profit) before taxation (159) (527) - (686) (5,549) (786) - (6,335)
Non-Current assets:
- Exploration and development assets - - - - - - - -
- Other 65 - - 65 65 - - 65
- Investments at FVTPL - - - - - - - -
65 - - 65 65 - - 65
Current assets:
Trade and other receivables - 9 - 9 - 40 - 40
Other financial assets - - - - - - - -
Cash and cash equivalents - 151 - 151 - 857 - 857
Total assets 65 160 - 225 65 897 - 962
Current liabilities:
Trade and other payables - (86) - (86) - (147) - (147)
Financial liabilities (442) - - (442) (462) - (462)
Total liabilities (442) (86) - (528) (462) (147) - (609)
3. Finance costs
2025 2024
£'000 £'000
Interest payable 57 59
Interest income (2) -
Total finance costs for the financial year 55 59
4. Operating loss
The following items have been charged/(credited) in arriving at operating 2025 2024
loss:
£'000 £'000
Auditors' remuneration: audit services 48 50
Rentals payable in respect of land and buildings - 16
5. Taxation
There is no tax charge in the year due to the loss incurred for the year.
Factors affecting the tax charge: 2025 2024
£'000 £'000
Loss on ordinary activities before tax (686) (6,335)
Loss on ordinary activities at standard rate of corporation tax - -
in the Isle of Man of nil% (2024: nil%)
Tax charge for the financial year - -
No charge to taxation arises due to the losses incurred. TomCo is not subject
to tax in the Isle of Man but is subject to tax in relation to its
subsidiaries operating in the USA, however, the Group is loss making and has
no taxable profits to date. No deferred tax asset has been recognised on
accumulated tax losses because of the uncertainty over the timing of future
taxable profits against which the losses may be offset.
Disclosure concerning deferred tax is given in Note 14.
6. Employees and Directors
The Group has one employee (2024: one) other than the Directors, whose
emoluments comprise fees paid for services. The amounts for their services are
detailed below and also in the remuneration committee report in more detail.
The Directors are the key management personnel.
Salaries Salaries (incl. short term bonuses)
(incl. short term
bonuses)
2025 2024
£'000 £'000
J. Potter (passed away on 24 May 2024) - 131
M. Groat 60 64
L. Castro 50 56
Z. Phillips 43 50
Total remuneration 153 301
7. Loss per share
Basic loss per share is calculated by dividing the losses attributable to
ordinary shareholders by the weighted average number of ordinary shares
outstanding during the year. Reconciliations of the losses and weighted
average number of shares used in the calculations are set out below.
Losses Weighted average number of shares Per share Amount
Financial year ended 30 September 2025 £'000 Pe
nc
e
Basic and Diluted EPS
Losses attributable to ordinary shareholders on continuing operations (686) 3,904,075,277 (0.02)
Total losses attributable to ordinary shareholders (686) 3,904,075,277 (0.02)
Financial year ended 30 September 2024
Basic and Diluted EPS
Losses attributable to ordinary shareholders on continuing operations (6,335) 3,626,038,747 (0.17)
Total losses attributable to ordinary shareholders (6,335) 3,626,038,747 (0.17)
The warrants and share options which were issued or for which entitlement was
established in the current and prior years (Notes 17 and 18) are
anti-dilutive. As these instruments would be anti-dilutive a separate diluted
loss per share is not presented.
8. Intangible assets
Oil & Gas Oil & Gas Oil & Gas Oil & Gas
Exploration and evaluation expenditure Development expenditure Patents and patent applications Total
£'000 £'000 £'000 £'000
Cost
At 1 October 2023 8,507 5,797 30 14,334
Disposals (30) - - (30)
Translation differences (8) (396) - (404)
At 30 September 2024 8,469 5,401 30 13,900
Translation differences - - - -
At 30 September 2025 8,469 5,401 30 13,900
Amortisation/Impairment
At 1 October 2023 (8,287) (1,314) (30) (9,631)
Impairment (182) (4,087) - (4,269)
At 30 September 2024 (8,469) (5,401) (30) (13,900)
At 30 September 2025 (8,469) (5,401) (30) (13,900)
Net book value
At 30 September 2025 - - - -
At 30 September 2024 - - - -
Following the redemption of the Group's 10% interest in Tar Sands Holdings II
LLC ("TSHII") in 2024, the directors determined that a full impairment
provision against its Oil Sands Technology and related assets was appropriate
at 30 September 2024, given the uncertainties concerning obtaining appropriate
project financing to develop and use its previously capitalised assets such
that the directors cannot determine reliably their value in use. In the
current conditions, there is continuing uncertainty concerning the fair value
less costs to sell of the assets concerned.
The assets acquired with Greenfield are described at note 1.10. The
exploration and development licences comprise five Utah oil shale leases which
are valid and renewable annually, covering approximately 8,279 acres. These
assets were impaired in full as at 30 September 2021 and remain so.
9. Property, plant and equipment
Exploration and evaluation equipment
£'000
Cost at 1 October 2023 386
Translation differences -
At 30 September 2024 386
Translation differences -
At 30 September 2025 386
Impairment at 1 October 2023 386
Charge for year -
At 30 September 2024 and 2025 386
Net book value
At 30 September 2025 -
At 30 September 2024 -
These assets were impaired in full as at 30 September 2021 and remain so for
the reasons given in Note 1.11.
10. Trade and other receivables
Group Group
2025 2024
Current £'000 £'000
Other receivables 5 17
Prepayments and accrued income 4 23
9 40
Non-current
Other receivables 65 65
Total Receivables 74 105
As at 30 September 2025, there were no receivables considered past due (2024:
£Nil). The maximum exposure to credit risk at the reporting date is the fair
value of each class of receivable and cash and cash equivalents as disclosed
in Note 11.
All current receivable amounts are due within six months.
11. Cash and cash equivalents
Group Group
2025 2024
£'000 £'000
Cash at bank and in hand 151 857
The Group earns 0.05% (2024: 0.05%) interest on its cash deposits,
consequently the Group's exposure to interest rate volatility is not
considered material.
12. Loans
Group Group
2025 2024
Current £'000 £'000
Term loan 442 462
442 462
This loan comprises the loan received from Valkor, further details of which
are set out in the Going Concern note and also in the Directors' Report.
13. Trade and other payables
Group Group
2025 2024
Current £'000 £'000
Trade payables 8 5
Other payables 1 6
Accruals 77 136
86 147
All current amounts are payable within six months and the Directors consider
that the carrying values adequately represent the fair value of all payables.
14. Deferred tax
Unrecognised losses
The Group has tax losses in respect of excess management expenses of
approximately £15.2 million (2024: £14.7 million) available for offset
against future Company income. This gives rise to a potential deferred tax
asset at the reporting date of £3.8 million (2024: £3.7 million). No
deferred tax asset has been recognised in respect of the tax losses carried
forward as the recoverability of this benefit is dependent on the future
profitability of the Company, the timing of which cannot reasonably be
foreseen but the excess management expenses have no expiry date. In addition,
subsidiary entities have accumulated losses of approximately £16 million for
which no deferred tax asset is recorded given the uncertainty of future
profits.
15. Share capital
Number of shares 2025
in issue £
Issued and fully paid at 1 October 2023 - shares of no par value 3,062,408,610 -
October 2023-subscription at £0.0008 per share (note 16) 125,000,000 -
January 2024-subscription at £0.001 per share (note 16) 50,000,000 -
February 2024-placing and subscription at £0.00045 per share (note 16) 666,666,667
March 2024-additional conversion shares 60,000 -
At 30 September 2024 and 2025 3,904,135,277 -
All shares issued were issued to provide working capital for
the Group.
16. Share premium
2025 2024
£'000 £'000
At 1 October 35,318 34,886
Conversion of convertible loans and associated interest - -
Placing and subscriptions-net of costs* (note 15) - 432*
Additional conversion shares - -
At 30 September 35,318 35,318
*The placing and subscriptions raised aggregate gross proceeds of £450,000
with associated costs of £18,000.
17. Warrants
At 30 September 2025, the following share warrants were outstanding in respect
of ordinary shares:
2025 2025 2024 2024
number Weighted average exercise price number Weighted average exercise price
Pence Pence
Outstanding at 1 October 215,857,130 0.48 244,190,463 0.58
Expired during the year (95,857,143) (0.47) (55,000,000) (0.75)
Granted during the year - - 26,666,667 0.05
Outstanding at 30 September 119,999,987 0.48 215,857,130 0.48
Exercisable at 30 September 119,999,987 0.48 215,857,130 0.48
The inputs into the Black-Scholes model for calculating the estimated fair
value of warrants granted, at their grant date, were as follows:
2024
2025
Share price (pence) - 0.05
Exercise price (pence) - 0.045
Expected volatility - 138%
Risk-free rate - 4.49%
Expected period before exercise (years) - 2
Expected volatility was determined by calculating the historical volatility of
the Company's share price. The expected life used in the model has been
adjusted, based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations.
Issue of Warrants
26,666,667 warrants were issued in the year ended 30 September 2024 at an
exercise price of 0.045p in connection with a placing, but are deemed to have
a fair value of zero.
Each warrant in issue is governed by the provisions of warrant instruments
representing the warrants which have been adopted by the Company. The rights
conferred by the warrants are transferable in whole or in part subject to and
in accordance with the transfer provisions set out in the Company's Articles.
The warrants outstanding at 30 September 2025 had a weighted average exercise
price of 0.48p (2024: 0.48p) and a weighted average remaining contractual life
of 0.48 years (2024: 1.46 years).
18. Share-based payments
The Company implemented a share option scheme for its Directors during the
year ended 30 September 2018. Further issues of options took place in June
2020 and June 2021. Options are exercisable at a price equal to the quoted
market price of the Company's shares at the date of grant. The vesting period
is between six months and 1 year. If the options remain unexercised after a
period of ten years from the date of grant (5 years in the case of options
granted in June 2020) the options expire. Options are forfeited if the
director leaves the Company before the options vest.
Details of the share options outstanding at the year-end are as follows:
2025 2025 2024 2024
number Weighted average number Weighted average
exercise price exercise price
Pence Pence
Outstanding as at 1 October 98,365,078 0.70 98,365,078 0.70
Outstanding at 30 September 98,365,078 0.70 98,365,078 0.70
Exercisable at 30 September 98,365,078 98,365,078
Details of the options held by each Director are provided in the Directors'
Report.
No new options were granted in the year ended 30 September 2025 (2024: nil).
The weighted average unexpired life of the options at 30 September 2025 was
2.08 years (2024: 3.08 years).
During 2024, John Potter sadly passed away. The share options held by John
remain technically exercisable but are out of the money at the reporting date.
The Board has decided that the options will be allowed to lapse naturally
under the terms of the scheme. These options, totalling 52,714,285, are
included in the number of options exercisable at the year end.
The charge recognised in profit or loss for 2025 was £nil (2024: £nil).
Where equity instruments to be issued as consideration for the purchase of a
group of assets that does not constitute a business are within the scope of
IFRS 2, the value of the equity instruments is determined by reference to the
fair value of the net assets acquired. This is deemed to be cost at the date
of acquisition.
19. Financial instruments
The Group's financial instruments, other than its investments, comprise cash
and items arising directly from its operations such as other receivables, and
trade payables.
Management reviews the Group's exposure to currency risk, interest rate risk,
liquidity risk and credit risk on a regular basis and considers that through
this review they manage the exposure of the Group. No formal policies have
been put in place in order to hedge the Group's activities to the exposure to
currency risk or interest risk, however, this is constantly under review.
Financial instruments held at amortised cost comprised:
Assets Group Group
Non-current 2025 2024
£'000 £'000
Other receivables 65 65
Current
Other receivables 9 40
Liabilities Group Group
2025 2024
Current £'000 £'000
Trade and other payables 86 147
Term loan 442 462
528 609
Management reviews the Group's exposure to currency risk, interest rate risk,
liquidity risk and credit risk on a regular basis and considers that through
this review they manage the exposure of the Group. No formal policies have
been put in place in order to hedge the Group's activities to the exposure to
currency risk or interest risk, however, this is constantly under review.
There is no material difference between the book value and fair value of the
Group and Company's cash and other financial assets.
Currency risk
The Group has overseas subsidiaries which operate in the United States and
include expenses, assets and liabilities denominated in US$. Foreign exchange
risk is inherent in the Group's activities and is accepted as such. The effect
of a 10% strengthening or weakening of the US dollar against sterling at the
reporting date would, all other variables held constant, result in a gain or
loss reported in profit and loss of approximately £550,000 (2024: £610,000).
Interest rate risk
The Group and Company manage the interest rate risk associated with the
Group's cash assets by ensuring that interest rates are as favourable as
possible, whether this is through investment in floating or fixed interest
rate deposits, whilst managing the access the Group requires to the funds for
working capital purposes.
The Group's cash and cash equivalents are subject to interest rate exposure
due to changes in interest rates. Short-term receivables and payables are not
exposed to interest rate risk. The Group borrows at fixed interest rates and
therefore there is no effect on profit and loss attributable to changes in
interest rates.
A 1% increase or decrease in the floating rate attributable to the cash
balances held at the year-end would not result in a significant difference in
interest receivable.
Liquidity risk
At the year end the Group and Company had cash balances comprising the
following:
Group Group
2025 2024
Bank balances £'000 £'000
British Pounds 3 93
US Dollars 148 764
Total 151 857
All financial liabilities of the Group mature in less than 12 months: details
of the analysis of such liabilities is provided in Notes 12 and 13.
Liquidity risk arises from the Group's management of working capital. It is
the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due. Refer to Note 1.3 for details of going concern.
The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due. To achieve this aim, it
seeks to maintain cash balances (or agreed facilities) to meet expected
requirements for a period of at least 90 days. The cash balances are held with
a bank rated at A+/stable.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or a
counter party to a financial instrument fails to meet its contractual
obligations. The Group is principally exposed to credit risk on cash and cash
equivalents with banks and financial institutions. For banks and financial
institutions, only independently rated parties with an acceptable credit
rating are utilised. There has been no significant change in credit risk since
the recognition of applicable assets and therefore no credit losses have been
recognised on financial assets.
Capital management policies
In managing its capital, which includes its equity, cash and debt, the Group's
primary objective is to maintain a sufficient funding base to enable the Group
to meet its working capital and strategic investment needs. In making
decisions to adjust its capital structure to achieve these aims, through new
share issues or debt, the Group considers not only its short-term position but
also its long-term operational and strategic objectives.
20. Changes in liabilities arising from financing activities
The table below details changes in the Group's liabilities arising from
financing activities, including both cash and non-cash changes. Liabilities
arising from financing activities are those for which cash flows were, or
future cash flows will be, classified in the cash flow statement as cash flows
from financing activities:
1 October Financing cash flows Non-cash transactions 30 September
Group 2025 £'000 £'000 £'000 £'000
462 - 442
Loans (20)
Total 462 - (20) 442
Group 2024
445 - 462
Loans 17
Total 445 - 17 462
21. Related party disclosures
The Directors are Key Management and information in respect of Key Management
is provided in Note 6.
The Company was charged £14,000 (2024: £6,993) for professional services
rendered by Oil & Gas Advisors Ltd of which a director is the controlling
shareholder. £nil (2024: £669) was owed to this entity at 30 September 2025.
22. Subsidiary undertakings
The subsidiary undertakings of TomCo Energy plc at 30 September 2025 and 2024,
all registered at First Floor, Sixty Circular Road, Douglas, Isle of Man IM1
1AE, were as follows:
Country of incorporation
Greenfield Energy LLC USA
AC Oil LLC USA
TurboShale Inc (dormant) USA
The Oil Mining Company Inc (dormant) USA
All entities are wholly-owned. Ownership of AC Oil LLC is via Greenfield
Energy LLC.
23. Ultimate controlling party
As at 30 September 2025 and 30 September 2024 there was no ultimate
controlling party.
24. Operating lease commitments
At 30 September 2025, the Group had no operating lease commitments (2024:
£nil).
25. Subsequent events
On 23 January 2026, the Company announced that it had received an exercise
notice in respect of certain broker warrants to subscribe for a total of
26,666,667 new ordinary shares of no-par value each in the capital of TomCo
("Ordinary Shares") at a price of 0.045 pence per share, for a total
consideration to the Company of £12,000.
On 23 February 2026, the Company announced details of a renewed and closer
collaboration with Valkor, its current principal contractor, technical
partner and former joint venture partner, involving, inter alia, the issue of
new membership interests in Greenfield such that Greenfield is now jointly
(50:50) owned and controlled by TomCo and Valkor, with the intention of
jointly exploiting its subsidiary's existing leased oil-sands acreage in
the Uinta Basin, Utah, United States, and intellectual and technological
expertise.
Steven Byle, Valkor's founder and CEO, agreed to join the Board as a
Non-Executive Director, subject to completion of the Nominated Adviser's
customary due diligence process and Valkor also agreed to certain amendments
to its pre-existing loan facility to Greenfield including the conversion of
approximately half of the outstanding principal and accrued/additional
interest into new Ordinary Shares at a substantial premium to the Company's
then prevailing market share price.
Furthermore, the Company announced that it had raised, in
aggregate, £550,000 before expenses by way of a placing and subscription
with certain existing and new investors to provide additional working capital
for the Group. CMC were appointed as the Company's joint corporate broker
alongside such fundraise.
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