TIDMTOM
RNS Number : 3038Z
TomCo Energy PLC
24 January 2022
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This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No. 596/2014 which forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018, as
amended ("MAR").
24 January 2022
TOMCO ENERGY PLC
("TomCo" or the "Company")
Placing to raise GBP1.25 million
Directorate Changes and Operational Update
TomCo Energy plc (AIM: TOM), the US operating oil development
group focused on using innovative technology to unlock
unconventional hydrocarbon resources, is pleased to announce a
placing to raise gross proceeds of GBP1.25 million, certain
directorate changes and an operational update.
Highlights
-- The Company has raised GBP1.25 million (gross) by way of a
placing at a price of 0.50 pence per share
-- The net proceeds of the Placing will be utilised to meet the
costs of drilling three exploration wells on the Tar Sands Holdings
II LLC ("TSHII") site, the Company's costs in relation to a due
diligence exercise to be undertaken with a view to securing funding
to facilitate implementation of the Company's plans for the TSHII
site and for the Company's general working capital requirements
-- Zac Philips appointed as a non-executive director of the
Company and Richard Horsman stepped down from the Board, both with
immediate effect
-- Acquisition of the remaining 20% interest in TurboShale Inc
not previously held by the Company for US$15,000
Details of the Placing
The Company has raised gross proceeds of GBP1.25 million through
the placing of 250,000,000 new ordinary shares of no-par value in
the capital of the Company ("Placing Shares") at a price of 0.50
pence per share (the "Placing"). The Placing was arranged by
Monecor (London) Ltd (trading as ETX capital) and the Placing
Shares will represent approximately 14.3% of the Company's enlarged
issued share capital. The Placing price represents a discount of
approximately 19 per cent. to the mid-market closing price on AIM
of 0.615 pence per ordinary share on 21 January 2022, being the
latest practicable business day prior to the publication of this
announcement.
Background to the Placing
The Placing has been undertaken to provide funds to further
progress the plans of the Company's wholly owned subsidiary,
Greenfield Energy LLC ("Greenfield"), in relation to the 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 net proceeds of the Placing are currently expected to
provide the Company with sufficient funds to cover its corporate
operating expenses through to Q1 2023, as well as the costs
associated with drilling three exploration wells on the TSHII site,
as further described below.
Additionally, the net proceeds will be applied to cover the
Company's expenses in relation to a due diligence exercise,
expected to commence shortly, in order to secure funding of up to
US$145 million to Greenfield. Whilst there is no certainty that
such funding arrangements will be concluded, or as to the terms of
any such funding, such non-equity funding, if secured, would enable
Greenfield to acquire the remaining 90% of the Membership Interests
in TSHII and cover the currently estimated construction costs of an
initial 5,000 barrel per day oil production plant and requisite
associated supporting infrastructure to enable the future mining of
oil baring sands at the TSHII site.
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 entered into between Monecor (London)
Ltd (trading as ETX capital) and the Company 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 28 January 2022.
On Admission, the Company's issued share capital will consist of
1,748,078,678 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 1,748,078,678
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.
Directorate Changes
The Company is pleased to announce the appointment of Zac
Philips as a non-executive director of the Company with immediate
effect. Zac has and continues to be engaged by the Company, through
his company, Oil & Gas Advisors Limited, to provide advice in
respect of a number of financing initiatives.
Zac has over 22 years' experience in oil and gas, and finance,
working for companies such as BP, Chevron, DB Petroleum, Merrill
Lynch and ING Barings, where he undertook finance or finance
related roles. He is an expert in the valuation of oil and gas
exploration and production assets at all stages of the cycle.
Previously, Zac was the CFO for Dubai World's oil & gas
business (DB Petroleum), with responsibility for risk management,
valuation and authoring of investment proposals. Zac has an Honours
Degree in Chemical Engineering and a PhD in Chemical Engineering.
He is a member of the Society of Petroleum Engineers, Institute of
Chemical Engineers, American Association of Petroleum Geologists
and the Association of International Petroleum Negotiators.
Richard Horsman has resigned as a Non-Executive Director of the
Company with immediate effect in order to focus on his other
business interests.
Operational update
TSHII Drilling Update
As announced on 16 November 2021, the Company had previously
intended to drill three exploration wells on the TSHII site during
December 2021. All information requested by the Utah Division of
Oil, Gas and Mining has been submitted by Greenfield's wholly owned
subsidiary, AC Oil LLC, in order for permits to be issued for these
planned wells, with such permits expected shortly. Additionally,
the permitting process for the planned initial production wells has
commenced and it is currently anticipated, subject to the requisite
permits being received and further funding being obtained in
addition to that being provided pursuant to the Placing, that these
will be drilled by the end of H1 2022.
TurboShale Inc.
The Company is further pleased to announce that it has acquired
the residual 20% interest in TurboShale Inc ("TurboShale") not
previously held by the Company, for US$15,000. Accordingly,
TurboShale is now a wholly owned subsidiary of the Company. Amongst
other assets, TurboShale owns two 25KW Radio Frequency generators
currently valued by TomCo at over US$500,000. The Company intends
to determine its strategy for the future of TurboShale over the
course of the next six months, however it is not currently a
strategic focus for the Company.
Commenting, Malcolm Groat, Chairman of TomCo, said :
"We are very pleased to have secured funding, via the Placing,
to, inter alia, assist Greenfield in progressing its plans in
respect of the TSHII site. Specifically, the net proceeds of the
Placing will be applied to the drilling of the planned exploration
wells and facilitate the due diligence exercise to be undertaken by
a party currently interested in backing our plans for
Greenfield.
"I am also delighted to welcome Zac to the Board. Zac brings a
wealth of experience within the oil and gas industry and
significant corporate finance acumen. We look forward to Zac
assisting with our plans as we seek to deliver significant long
term shareholder value. I would also like to take this opportunity
to thank Richard for his contribution to the Company and we wish
him well in his future endeavours.
"We are now focussed on the due diligence exercise with the
potential funder for Greenfield, together with progressing other
matters in relation to the TSHII site, including the planned
exploration wells. We look forward to providing further updates in
due course. "
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 .
Additional information on Zac Phillips's appointment
The following details in relation to the appointment of Mr
Donald Zac ("Zac") Phillips are disclosed in accordance with AIM
Rule 17 and paragraph (g) of Schedule Two of the AIM Rules:
Donald Zac Phillips (aged 49 ) has held the following
directorships in the past five years.
Past Directorships/Partnerships
Current Directorships/Partnerships (last five years)
Oil & Gas Advisors Limited Kairos Petroleum Resources Limited
-----------------------------------
Nautilus Marine Services Limited
-----------------------------------
OGA Capital Limited
-----------------------------------
OGA Trading Limited
-----------------------------------
There is no further information to be disclosed in relation to
Zac Phillips's appointment pursuant to AIM Rule 17 or Schedule Two,
paragraph (g) of the AIM Rules.
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