REG - TomCo Energy PLC - Update re TSHII

TomCo EnergyAnnouncement

06/06/2023 07:00

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RNS Number : 7221B  TomCo Energy PLC  06 June 2023

6 June 2023

TOMCO ENERGY PLC

("TomCo" or the "Company")

 

Update re TSHII

 

TomCo Energy plc (AIM: TOM), the US operating oil development group focused on
using innovative technology to unlock unconventional hydrocarbon resources,
provides an update with respect to the Company's 100% owned subsidiary,
Greenfield Energy LLC's ("Greenfield"), potential acquisition of the remaining
ownership and membership rights and interests in Tar Sands Holdings II LLC
("TSHII") (the "Membership Interests").  As previously announced, Greenfield
owns a 10% Membership Interest in TSHII and holds an exclusive option (the
"Option"), exercisable at its sole discretion, to acquire the remaining 90% of
the Membership Interests for additional cash consideration which was scheduled
to expire on 30 April 2023 (the "Agreement").

 

Further to the Company's announcement of 2 May 2023, it has agreed with the
counterparty certain amendments to the Agreement such that Greenfield now has
an option, at its sole discretion, to acquire the remaining 90% of the
Membership Interests for additional cash consideration of US$17.25 million
(formerly US$16.25 million) prior to 6.00 p.m. Salt Lake City Time on 31
December 2023 together with a matching right as described further below.

 

It has been agreed that the counterparty may, from 1 July 2023, market its
remaining 90% of the Membership Interests or TSHII's assets to third parties
on at least as favourable terms as set out in the abovementioned amended
Agreement.  In the event that the counterparty receives a bona fide offer to
purchase the remaining 90% of the Membership Interests or TSHII's assets from
a third party, Greenfield shall have 30 days from the date of notice of such
offer to match or exceed such offer and to provide payment of US$100,000
towards the purchase price, providing closing of such transaction occurs prior
to 31 December 2023.

 

The Company remains in discussions to secure a potential funding package for
Greenfield, that would, inter alia, enable Greenfield to ultimately exercise
the amended Option and pursue its previously announced wider development
plans.  In this regard, the principal route under active consideration would
involve TomCo disposing of a majority stake in Greenfield to a partner(s) in
return for, inter alia, certain upfront cash consideration, a continuing
minority equity participation for TomCo in Greenfield (without the requirement
for further capital contributions from TomCo) and the provision of a sizeable
funding package to Greenfield.  Any such proposed disposal would likely
constitute a fundamental disposal for TomCo pursuant to the provisions of Rule
15 of the AIM Rules for Companies and therefore be subject, inter alia, to the
approval of TomCo's shareholders at a duly convened general meeting.  In such
eventuality, it would fall to the new majority owner(s) of Greenfield to
decide whether or not to exercise the amended Option post completion of such
proposed disposal.  There can be no certainty that such funding proposal will
ultimately be successfully concluded or as to the precise terms or structure
of any such funding package or alternative financing arrangements for
Greenfield.  Further announcements will be made in due course as appropriate.

 

Enquiries:

 

TomCo Energy plc

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

 

Strand Hanson Limited (Nominated Adviser)

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

 

Novum Securities Limited (Broker)

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

 

IFC Advisory Limited (Financial PR)

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

 

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

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

 

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