TomCo Energy plc (LON:TOM), the US operating oil development group focused on using innovative technology to unlock unconventional hydrocarbon resources, has announced a placing to raise gross proceeds of £0.925 million, an update on the funding plans for the Company’s wholly owned subsidiary, Greenfield Energy LLC, the issue of certain replacement warrants in respect of warrants issued previously by the Company that are scheduled to expire and a further extension of the Valkor Loan.
Details of the Placing
The Company has raised gross proceeds of £925,000 through the placing of 264,285,714 new ordinary shares of no par value in the capital of the Company at a price of 0.35 pence per share. The Placing was arranged by Novum Securities Limited, the Company’s broker, and the Placing Shares will represent approximately 11.77 per cent. of the Company’s enlarged issued share capital. The Placing price represents a discount of approximately 27 per cent. to the mid-market closing price on AIM of 0.48 pence per ordinary share on 29 November 2022, being the latest practicable business day prior to the publication of this announcement.
The Company has also agreed to issue 15,857,143 ‘broker’ warrants to Novum, giving them the right to acquire such number of new ordinary shares at an exercise price of 0.35 pence for a period of two years from the date of admission of the Placing Shares to trading on AIM.
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.
Background to the Placing and Greenfield Update
The Placing has been undertaken to provide additional funds to cover the Company’s expenditure as it progresses its plans for Greenfield in relation to the Tar Sands Holdings II LLC (“TSHII”) 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$16.25 million up to 31 December 2022.
The Company is currently in discussions to secure a potential non-equity funding package for Greenfield, that would, inter alia, enable Greenfield to ultimately acquire the remaining 90% of the Membership Interests in TSHII and cover the currently estimated construction costs of two commercial scale oil sands separation plants and requisite associated supporting infrastructure to enable the future mining of oil baring sands at the TSHII site.
Whilst there can be no certainty that such funding arrangements will be successfully concluded, or as to the terms or structure of any such non-equity funding in TomCo, one scenario that is currently 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 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. It is the intention of TomCo that any funding package provided to Greenfield would enable the construction of two oil sands separation plants capable of processing at least 6,000 tonnes per day of oil sands, along with at least 14 in-situ oil recovery wells. Any such proposed disposal would likely constitute a fundamental disposal 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.
A further announcement(s) in respect of such ongoing discussions will be made in due course, as appropriate.
Further extension of the Valkor Loan
The repayment date for the remaining US$1,000,000 outstanding principal amount of the unsecured loan from Valkor Oil & Gas LLC (“Valkor”) to Greenfield (the “Valkor Loan”), which was used for the acquisition of the initial 10% of the Membership Interests in TSHII, as detailed in the Company’s announcement of 16 November 2021, has been further extended.
On 31 May 2022, 28 June 2022, 1 August 2022, 1 September 2022, 14 October 2022 and 1 November 2022, the Company announced that the terms of the Valkor Loan had been varied in order to extend the repayment date, with the last extension being to on or before 30 November 2022. The Company announces that the terms of the Valkor Loan have now been further varied to extend the repayment date for the remaining US$1,000,000 principal amount of the loan to the completion date of a suitable funding transaction for Greenfield that provides sufficient funds to TomCo to, inter alia, enable it to affect repayment.
As a former joint venture partner, Valkor is considered to be a related party of the Company (as defined in the AIM Rules for Companies) with respect to the Valkor Loan and, accordingly, the further variation of the Valkor Loan’s terms is deemed to constitute a related party transaction pursuant to AIM Rule 13. The TomCo directors, having consulted with Strand Hanson Limited, the Company’s Nominated Adviser, consider that the further variation of the Valkor Loan’s terms is fair and reasonable insofar as the Company’s shareholders are concerned.
Issue of Replacement Warrants
As part of the Company’s placing to raise gross proceeds of £3.5 million, as announced on 16 November 2020, 388,888,888 warrants were issued. Each Warrant issued pursuant to the November 2020 Placing affords the holder the right to acquire one new ordinary share in TomCo at an exercise price of 0.9 pence per share until 30 November 2022. The Company announces that it has agreed with the Warrant holders that on expiry they will be issued with an equivalent number of new warrants exercisable on the same terms save for the expiry date being 31 March 2023.
If the abovementioned Replacement Warrants were ultimately to be exercised in full, it would result in the issue of 388,888,888 new ordinary shares at 0.9 pence per share raising a further £3,500,000 for the development of the Company’s business, which would represent approximately 14.77 per cent. of the Company’s issued share capital as enlarged by such shares and the Placing Shares.
Admission and Total Voting Rights
The Placing Shares will rank pari passu in all respects with the Company’s existing ordinary shares. The Placing is conditional, inter alia, on there being no breach of the Company’s obligations under the Placing Agreement prior to admission of the Placing Shares to trading on AIM (“Admission”), and such Admission becoming effective. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence at 8.00 a.m. on or around 15 December 2022.
On Admission, the Company’s issued share capital will consist of 2,244,504,969 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 2,244,504,969 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.
