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 £300,000, by way of a £200,000 placing and a £100,000 subscription, for, in aggregate, 666,666,667 new ordinary shares of no-par value each in the capital of the Company at a price of 0.045 pence per share.
The Fundraise Shares will represent approximately 17.1 per cent. of the Company’s enlarged issued share capital. The Fundraise price represents a discount of approximately 47.1 per cent. to the mid-market closing price on AIM of 0.085 pence per Ordinary Share on 20 February 2024, being the latest practicable business day prior to the publication of this announcement.
The Fundraise 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, 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 and had 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, together with a matching right as detailed in the Company’s announcement of 6 June 2023.
The Company remains 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.
Further details on the Placing
The Placing was arranged by Novum Securities Limited, the Company’s broker. Accordingly, in connection with the Placing, the Company has also agreed to issue 26,666,667 ‘broker’ warrants to Novum, giving them the right to acquire such number of new ordinary shares at an exercise price of 0.045 pence for a period of two years from the date of this announcement.
Novum has entered into an agreement with TomCo 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.
Issued Share Capital, Admission to Trading and Total Voting Rights
Application will be made to the London Stock Exchange for the 666,666,667 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 6 March 2024.
In addition, the Company notes that it has identified a discrepancy in its announcement of 4 July 2023 in respect of the calculation of the number of shares issued on conversion of the remainder of the historic Convertible Loan facility. Such announcement stated that, as a result of the conversion, 42,339,393 new Ordinary Shares were to be issued to the subscriber concerned at a conversion price of 0.061999 pence each, however the correct figures should have been 42,399,393 shares at a conversion price of 0.061911 pence each. All other details remain unchanged.
Accordingly, application will also be made to the London Stock Exchange for Admission of these additional 60,000 Conversion Shares. It is expected that Admission will become effective and that dealings in the additional Conversion Shares on AIM will also commence at 8.00 a.m. on or around 6 March 2024.
On Admission, the Company’s issued share capital will consequently consist of 3,904,135,277 Ordinary Shares, each with one voting right. There are no shares held in treasury. Therefore, TomCo Energy’s total number of Ordinary Shares and voting rights will be 3,904,135,277 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.
Unless otherwise defined herein, all capitalised terms used in this section of the announcement shall have the same meanings as ascribed to them in the Company’s announcements of 4 July 2023 and 30 March 2023.
