Tomco Energy Share Discussion Threads

[fenners66] 30/11/2022 07:18

So I remember being told there would be no placings to raise cash, because it was all going to be finance from then on.....

about 2 years ago

Its now got to the point where the £925k does not even pay off Valkor , just "to provide additional funds to cover the Company's expenditure"

Note the Interest 28% on the Valkor loan is "inter alia" not mentioned.....

Its really obvious that someone new has written this RNS
So they have added in some legal phrases to add words simply to hide the basic message...

Massive dilution
Just using any cash raised to pay themselves
No prospect of a "term sheet" let alone financing

No doubt there are some suckers who still think everything's ok ......

Meanwhile in the real world investors have been making money , elsewhere.

[cheshire2] 30/11/2022 07:18

30 November 2022

TOMCO ENERGY PLC

("TomCo" or the "Company")

Placing to raise GBP0.925 million, Update re Greenfield,

Issue of Replacement Warrants and Further Extension of Valkor Loan

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 GBP0.925 million, an update on the funding plans for the Company's wholly owned subsidiary, Greenfield Energy LLC ("Greenfield"), 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 GBP925,000 through the placing of 264,285,714 new ordinary shares of no par value in the capital of the Company (the "Placing Shares") at a price of 0.35 pence per share (the "Placing"). The Placing was arranged by Novum Securities Limited ("Novum"), 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 GBP3.5 million, as announced on 16 November 2020 (the "November 2020 Placing"), 388,888,888 warrants were issued (the "Warrants"). 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 (the "Replacement Warrants").

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 GBP3,500,000 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.

Enquiries :

[vauch] 29/11/2022 16:57

Why at .45 why not at .2 to be on the safe side and getting the funds, ah Valkor now own 25% so may have something to say about any fund raising now.
Best do a 1000 to 1 consolidation then issue 4 billion shares to cover the complete project.

[digger2779] 29/11/2022 16:50

Vauch - oh I never thought of that BUT no one is going to gamble on this reaching 0.9p any time soon especially in this climate where cash is king. It just seems ridiculous to fork out double the current share price when there is so much uncertainty here. Had the entire warranties been taken up before the deadline then surely despite the ensuing dilution the share price would rise because "someone was in the know"?
Now the deadline has passed what's to stop management from raising again at 0.45 and repeating the 0.9 carrot?

[vauch] 29/11/2022 16:42

Interesting read the Vivakor report for 3rd quarter

[talais] 29/11/2022 16:37

.482 paid on last trade , hope that's good sign of things to come,

[vauch] 29/11/2022 15:37

Not a chance of extension that for sure.

[talais] 29/11/2022 15:36

If any of the warrants where bought it would have diluted valkors stake in Tomco that's what I think they are waiting for, imho

[talais] 29/11/2022 15:33

Vivakor Reports Growth of 1,118% to $11.8 Million in Revenue for Third Quarter 2022https://feeds.issuerdirect.com/news-release.html?newsid=6312778101735039

[pennstreet] 29/11/2022 15:03

The expiry date may get extended

[digger2779] 29/11/2022 14:24

Talais28 Nov '22 - 12:17 - 28799 of 28804
Vauch29 Nov '22 - 08:20 - 28800 of 28804

Why would they want to exercise the 388,888,888 warrants @ 0.9p if the current share price is 0.45p? They would be immediately losing 50% or am I reading this wrong?
I can understand the 46,666,666 warrants to NSL at 0.45p as they would be getting them slightly cheaper than today's offer price.

[thesageofsaint] 29/11/2022 10:11

But the nail you just son failed to hit on the head is that they have no care for you. They despise shareholders, you have only one purpose, to be daft enough to hand over your money for them to pay their lavish salaries and expenses. Your job is done, now shut up and be quiet.

[thesageofsaint] 29/11/2022 09:12

You really have no clue. What on earth are you doing putting your limited means into this scam, when you have no understanding of what you understand or write. These warrants are irrelevant. They were never going to be taken up at 0.9p, please. The chunk of change warrants tossed at the broker for a low probability second payment day, are priced at 0.45p so they are never going to be taken either. Finally, other than you lots talking to yourselves, nobody else is interested or aware of this money loss scheme you cultists are so invested in. The expiration date of some gimmick means nothing. The only meaningful matter is the soon to be announced extension of the loan, which you will again convince yourselves as a good thing and riches are just another RNS away. Pitiful really!

[danmart2] 29/11/2022 08:52

This has gone to far now

Vaunch is now begging them to do as they said at the AGM despite TOMCO not doing what was said (or what he thinks they said) since April.


This is going to turn nasty

[vauch] 29/11/2022 08:20

I look forward to the real uplift in share price tomorrow as warrants would have expired by 8am
removing the block of any substantial rise.
It has been a long time to get to this point and from tomorrow I expect the co to start moving us along with news.
If you are sitting down and reading this on the loo then please be true to your word at the AGM.

[talais] 28/11/2022 12:17

The PlacingThe Company has raised GBP3,500,000 (gross) by way of a placing (the "Placing") of 777,777,777 new ordinary shares of no par value in the Company ("Ordinary Shares") (the "Placing Shares") at a price of 0.45 pence per Placing Share (the "Placing Price") through Novum Securities Limited ("NSL"), the Company's broker. The number of Placing Shares to be issued represents approximately 115.5% of the Company's current issued share capital.Every two Placing Shares have one warrant attached, resulting in the issue of 388,888,888 warrants, with each warrant having the right to acquire one new Ordinary Share at an exercise price of 0.9 pence for a period of two years from the date of the admission of the Placing Shares (the "Warrants"). If the Warrants are exercised in full, this would result in the issue of 388,888,888 new Ordinary Shares raising a further GBP3,500,000 for the development of the Company's business, and which would represent approximately 26.8% of the Company's issued share capital as enlarged by the Placing.The Company has also issued, in aggregate, 46,666,666 warrants to NSL, giving them the right to acquire such number of new Ordinary Shares at an exercise price of 0.45 pence for a period of two years from the date of admission of the Placing Shares.

[pennstreet] 28/11/2022 12:16

Thanks Talais

[talais] 28/11/2022 12:13

Last is tomorrow,The Placing Shares will rank pari passu with the existing Ordinary Shares and application will be made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the 777,777,777 Placing Shares will commence at 8.00 a.m. on 30 November 2020.

[pennstreet] 28/11/2022 11:55

When do they expire?