TomCo Energy plc (LON:TOM), the US operating oil development group focused on using innovative technology to unlock unconventional hydrocarbon resources, has provided an update with respect to the Company’s 100% owned subsidiary, Greenfield Energy LLC’s, potential acquisition of the remaining ownership and membership rights and interests in Tar Sands Holdings II LLC. As previously announced, Greenfield owns a 10% Membership Interest in TSHII and holds an exclusive 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.
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.