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 raised, in aggregate, gross proceeds of £500,000, by way of a £400,000 placing and a £100,000 subscription, for, in aggregate, 625,000,000 new ordinary shares of no-par value each in the capital of the Company at a price of 0.08 pence per share.
The Fundraise Shares will represent approximately 20.7 per cent. of the Company’s enlarged issued share capital. The Fundraise price represents a discount of approximately 18.8 per cent. to the mid-market closing price on AIM of 0.0985 pence per Ordinary Share on 13 June 2023, being the latest practicable business day prior to the publication of this announcement.
The Placing was arranged by Novum Securities Limited (“Novum”), the Company’s broker. Accordingly, in connection with the Placing, the Company has also agreed to issue 30,000,000 ‘broker’ warrants to Novum, giving them the right to acquire such number of new ordinary shares at an exercise price of 0.08 pence for a period of two years from the date of this announcement.
Novum has entered into an agreement with TomCo (the “Placing Agreement”) under which, subject to the conditions set out therein, Novum has been instructed by TomCo to assume the duties of placing agent to target subscribers for the Placing shares. The Placing Agreement includes customary provisions including that the Placing Agreement can be terminated, inter alia, if (i) there is a breach of any material warranty, or any of the other obligations on the Company which is material in the context of the Placing, and (ii) in the reasonable opinion of Novum there has occurred a material adverse change in the business of or the financial or trading position of the Company, or (iii) the name or reputation of Novum is likely to be prejudiced if it continues to act as placing agent.
Cancellation of Convertible Loan Note Facility
On 30 March 2023, the Company entered into an unsecured committed facility for up to £1,000,000 via a convertible loan note instrument and associated subscription and put option agreement (together, the “Convertible Loan”). As previously announced, an initial £250,000 tranche of the Convertible Loan was drawn down and £225,000 principal amount and associated accrued interest thereon has already been converted. There remains £25,000 principal amount outstanding under the Convertible Loan, full details of which were set out in the Company’s announcement of 30 March 2023.
The Convertible Loan has now been cancelled with the agreement of the parties concerned such that no further amounts will be available to be drawndown by the Company.
Background to the Fundraise
The Fundraise has been undertaken to materially replace the abovementioned facility and provide additional funds to cover the Company’s anticipated expenditure as it progresses its plans for Greenfield in relation to the Tar Sands Holdings II LLC site located in the Uinta Basin, Utah, United States. As previously announced, Greenfield owns a 10% Membership Interest in TSHII with an exclusive option, at its sole discretion, to acquire the remaining 90% of the Membership Interests for additional cash consideration of US$17.25 million up to 31 December 2023 (the “Option”), together with a matching right as detailed in the Company’s announcement of 6 June 2023.
The Company remains in discussions to secure a potential funding package for Greenfield, that would, inter alia, enable Greenfield to ultimately exercise the Option and pursue its previously announced wider development plans. These funding discussions have taken significantly longer than expected, but the Company remains in active discussions, as recently outlined in the Company’s announcement of 6 June 2023 to potentially dispose 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. The Company remains optimistic that an appropriate transaction can be successfully agreed in Q3 2023, but continues to explore alternative funding routes for Greenfield, including reserves based funding.
However, there can be no certainty that an appropriate funding proposal for Greenfield 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.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the 625,000,000 Fundraise Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Fundraise Shares on AIM will commence at 8.00 a.m. on or around 28 June 2023.
On Admission, the Company’s issued share capital will consist of 3,020,069,217 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 3,020,069,217 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.