REG - TomCo Energy PLC - Re Convertible Loan Note Facility

TomCo EnergyAnnouncement

03/10/2022 07:00

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RNS Number : 4521B  TomCo Energy PLC  03 October 2022

3 October 2022

TOMCO ENERGY PLC

("TomCo" or the "Company")

 

Drawdown of Second Tranche of the Convertible Loan Note Facility and

Issue of Associated Warrants

 

Partial Conversion of First Tranche of the Convertible Loan Note Facility and

Issue of Equity

 

TomCo Energy plc (AIM: TOM), the US operating oil development group focused on
using innovative technology to unlock unconventional hydrocarbon resources,
announces that the Company has served a draw down notice in respect of the
£375,000 second and final tranche of the £750,000 unsecured convertible loan
note facility as detailed in the Company's announcement of 1 September 2022.

 

The Convertible Loan is intended to bridge the Company's financing
requirements as the Board seeks to further progress and finalise negotiations
with a potential financing party for a larger debt funding package to enable
the Company to execute on its development plans for Greenfield and the Tar
Sands Holdings II LLC ("TSHII") site. There can be no certainty that such
larger funding arrangements will ultimately be successfully secured or as to
the terms of any such debt facility.

 

Warrant Issue

 

Further to the draw down of the second tranche of £375,000 of the Convertible
Loan, the Convertible Loan subscribers will be issued with a further
50,000,000 warrants by the Company, with each warrant affording the holder the
right to subscribe for one new Ordinary Share at an exercise price of 0.75
pence per share, for a period of two years from 30 September 2022 (the "Second
Subscriber Warrants").  If such Second Subscriber Warrants were to
subsequently be exercised in full, it would result in the issue of 50,000,000
new Ordinary Shares raising a further £375,000 towards the development of the
Company's business.

 

Partial Conversion of First Tranche of the Convertible Loan

 

In addition, the Company has received a conversion notice from certain
Convertible Loan subscribers to convert £200,000 principal amount of the
first tranche of the Convertible Loan, together with the associated interest
of £10,000 (5%), into new Ordinary Shares.

 

The conversion price per new Ordinary Share under the terms of the facility is
the lower of: (i) 0.75 pence; and (ii) the volume-weighted average price of an
Ordinary Share during any five of the fifteen business days prior to service
or deemed service of a conversion notice, as selected by the noteholder(s)
concerned and sourced from Bloomberg L.P., discounted by 15%.  Accordingly,
the conversion price has been determined to be 0.351917 pence per new Ordinary
Share such that the conversion will result in 59,673,162 new Ordinary Shares
being issued to the subscribers concerned (the "Conversion Shares").

 

Admission to trading

 

Application will be made to the London Stock Exchange for the 59,673,162
Conversion Shares to be admitted to trading on AIM ("Admission").  It is
expected that Admission will become effective and that dealings in the
Conversion Shares on AIM will commence at 8.00 a.m. on or around 6 October
2022.

 

Following this conversion, £175,000 remains outstanding from the first
tranche of the Convertible Loan and, together with the £375,000 second
tranche, a total of £550,000 principal amount remains outstanding under the
Convertible Loan.

 

Total Voting Rights

 

On Admission, the Company's issued share capital will consist of 1,807,751,840
Ordinary Shares, each with one voting right.  There are no shares held in
treasury. Therefore, the Company's total number of Ordinary Shares and voting
rights will be 1,807,751,840 and this figure may be used by shareholders
following Admission as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

Capitalised terms not otherwise defined in this announcement have the same
meaning ascribed to them in the Company's announcement of 1 September 2022.

 

Enquiries:

 

TomCo Energy plc

Malcolm Groat (Chairman) / John Potter (CEO)
  +44 (0)20 3823 3635

 

Strand Hanson Limited (Nominated Adviser)

James Harris / Matthew Chandler
                +44 (0)20 7409 3494

 

Novum Securities Limited (Broker)

Jon Belliss / Colin Rowbury
                          +44 (0)20 7399 9402

 

IFC Advisory Limited (Financial PR)

Tim Metcalfe / Florence Chandler
                  +44 (0)20 3934 6630

 

For further information, please visit www.tomcoenergy.com
(http://www.tomcoenergy.com/) .

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended.

 

 

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