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 gross proceeds of £50,000 by way of a subscription for 50,000,000 new ordinary shares of no-par value each in the capital of the Company at a price of 0.10 pence per share. The Subscription has been undertaken with Matthew Jones, an existing shareholder in the Company.
The Subscription Shares will represent approximately 1.5 per cent. of the Company’s enlarged issued share capital. The Subscription price represents a premium of approximately 5.3 per cent. to the mid-market closing price on AIM of 0.095 pence per Ordinary Share on 29 December 2023, being the latest practicable business day prior to the date of this announcement.
The Subscription has been undertaken to provide additional funds towards the Company’s anticipated expenditure as it seeks to progress its plans for its wholly owned subsidiary, Greenfield Energy LLC (“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$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 is currently in discussions with the counterparty to the Option with a view to seeking a further extension to the exercise period in respect of such Option or agreeing a suitable alternative arrangement. There can be no certainty that the Option will be extended or an alternative arrangement agreed, or that the required funding can be secured to complete the potential acquisition of the remaining 90% of the Membership Interests. A further announcement will be made in due course.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the 50,000,000 Subscription Shares to be admitted to trading on AIM. Subject to the proceeds of the Subscription having been received by the Company, it is expected that Admission will become effective and that dealings in the Subscription Shares on AIM will commence at 8.00 a.m. on or around 8 January 2024.
On Admission, the Company’s issued share capital will consist of 3,237,408,610 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 3,237,408,610 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.
Related Party Transaction
Matthew Jones is interested in 14.24 per cent. of the Company’s existing share capital and is therefore a related party of the Company (as defined in the AIM Rules for Companies). Accordingly, the Subscription 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 terms of the Subscription are fair and reasonable insofar as the Company’s shareholders are concerned.
