TomCo Energy plc (LON:TOM), the US operating oil development group focused on using innovative technology to unlock unconventional hydrocarbon resources, has announced that the Company has obtained an unsecured committed facility of up to £1,000,000 via a convertible loan note instrument and associated subscription and put option agreement entered into with certain subscribers introduced by Novum Securities Limited, the Company’s broker, as further detailed below.
The Convertible Loan is intended to further bridge the Company’s general working capital requirements, to the extent required, as the Board seeks to finalise due diligence and documentation in respect of its preferred arrangements with a potential financing party for a funding package to enable the Company to execute on its previously stated development plans for its wholly owned subsidiary, Greenfield Energy LLC and the Tar Sands Holdings II LLC site. These plans include, inter alia, securing the remaining 90% of the Membership Interests in TSHII, with its 760 acres of land and a large mining permit in Utah, USA, constructing two oil sands processing plants and associated infrastructure on the TSHII site, and drilling a series of in-situ oil recovery wells.
As previously announced, Greenfield currently owns a 10% Membership Interest in TSHII and holds an exclusive option (the “Option”), exercisable at its sole discretion, to acquire the remaining 90% of the Membership Interests for additional cash consideration of US$16.25 million which was scheduled to expire on 31 March 2023 (the “Agreement”). To allow additional time for the abovementioned funding package to be secured, the Agreement has now been varied in order to further extend the exercise period of the Option. Accordingly, Greenfield may now exercise the Option, at its sole discretion, by delivering a notice of exercise on or before 30 April 2023 and making payment of the US$16.25 million cash consideration by no later than 5 May 2023. However, there can be no certainty that appropriate funding arrangements will ultimately be successfully secured or as to the terms of any such funding or consequently that the Option will be exercised.
The Convertible Loan
The £1,000,000 Convertible Loan facility is available for drawdown by the Company in four equal tranches of £250,000. The Company has, at its sole election, an option to draw down one or more of the £250,000 tranches on or before 31 March 2024. Interest equating to a fixed amount of five per cent. of the principal amount drawn down shall accrue until repayment, conversion or redemption of the relevant notes.
Amounts drawn down under the facility and the associated accrued interest are convertible at any time at the election of a noteholder via service of a conversion notice. Alternatively, they may be repaid in cash before 31 March 2024 at the election of the Company by way of the Company giving not less than five business days’ notice in writing during which period the noteholder(s) concerned remain entitled to serve a conversion notice prior to such repayment.
If any amounts drawn down under the Convertible Loan are not repaid or converted prior to the scheduled redemption date of 31 March 2024, the noteholder(s) concerned shall be deemed to have served a conversion notice to convert the outstanding balance and the associated accrued interest into new ordinary shares of no-par value in the capital of the Company (“Ordinary Shares”).
The conversion price per new Ordinary Share under the facility shall be determined as the lower of: (i) 0.60 pence; and (ii) the volume-weighted average price of an Ordinary Share during any five of the fifteen business days prior to service or deemed service of a conversion notice, as selected by the noteholder(s) concerned and sourced from Bloomberg L.P., discounted by 15%.
The Convertible Loan subscribers have been issued with, in aggregate, 41,666,667 warrants by the Company, with each warrant affording the holder the right to subscribe for one new Ordinary Share at an exercise price of 0.60 pence per share, for a period of three years (“Warrants”).
If any £250,000 tranche of the Convertible Loan is drawn down, the Convertible Loan subscribers will be issued with, in aggregate, a further 41,666,667 Warrants by the Company for each of the first three £250,000 tranches drawn down, exercisable for a period of three years from the date of any such drawdown.
Accordingly, if the full £1,000,000 of the Convertible Loan was to be drawn down a total of 166,666,667 Warrants would be issued. If these were to subsequently be exercised in full, it would result in the issue of 166,666,667 new Ordinary Shares raising a further £1,000,000 towards the development of the Company’s business.
NSL will also be issued on drawdown of the initial tranche of the Convertible Loan with 10,000,000 warrants, with each warrant affording the right to subscribe for one new Ordinary Share at an exercise price of 0.60 pence per share, for a period of two years from the date of such drawdown (the “Broker Warrants”). If the Broker Warrants were to subsequently be exercised in full, it would result in the issue of 10,000,000 new Ordinary Shares raising a further £60,000 towards the development of the Company’s business.
Commenting today, John Potter, CEO of TomCo, said: “This Convertible Loan facility provides the Company with the flexibility to have financing available to drawdown, to the extent required, whilst we seek to finalise negotiations with a potential financing partner for a funding package that, if secured, would enable the Company to execute on its development plans for Greenfield and the TSHII site. Whilst there can be no certainty that the preferred funding package being negotiated will ultimately be secured, these remain very exciting times for TomCo and I look forward to making further announcements in due course.”