Tomco Energy Share Discussion Threads

[damac] 28/9/2021 18:33

Chadwick,

They do not have to obtain the $1.7m, that is not an issue, they have the funds in place for this.

It has nothing to do with finance for the 10% purchase, its all about completing the two outstanding items of critical due diligence, the Mining Plan & Site Reserves Report.

[goulding1215] 28/9/2021 17:57

I think it might be safe to say that today’s sells are not investors.

[lopodop] 28/9/2021 17:34

Chadwick123
By now there would have been a leak or more formal release. TOM's own resources must be stretched so who knows.

[cheshire2] 28/9/2021 17:26

TAR SANDS HOLDING II ASPHALT RIDGE
RESOURCE REPORT 2013

Looking at that report we may be able to try out turboshale equipment there

The Rim Rock Sandstone is the primary stratigraphic unit with bitumen
saturation. It varies in thickness from tens of feet to more than 300 feet (ft).

How much has been mined since the report date is anyone's guess

[chadwick123] 28/9/2021 17:19

It certainly didn’t look that way in the latest interview, they were full of confidence, there are only two days left, so hopefully we will all know from the RNS, if they are successful in obtaining the $1.7m, then I would say this would be associated with the $110m finance, as it’s pretty obvious that one wouldn’t work without the other.

[lopodop] 28/9/2021 17:11

TD
The Board may be in difficulty and investors could have to face yet another TOM FAILURE. Whole project is too big and the financing most likely unworkable.
Investors can only hope Chairman puts brakes on and reassesses the situation. He will need to take very bold decisions and hopefully come up with a less ambitious plan. He is a smart operator who has possibly been sweet talked into something he'd rather not have. Haven't many of us had that chilling experience at some time.

[jaynealex] 28/9/2021 17:08

I agree Rmart ...given the potential cash flows within a normal 10 year project life cycle for NPV calcs ...this price is way way discounted

[goulding1215] 28/9/2021 17:00

Ignored and lol’ Ed!

[the diddymen] 28/9/2021 16:28

Vauch I have said previously that in the circumstances the Board have done a good job. That, in my view, the project would never get the funding is not relevant.

JP has delivered a FEED of quality unknown. The project overrun and the professional fees will now start to bite. I do not know how much - but it happens. Essentially however JP has delivered what he wasw asked to do.

If I were JP now I would want as much cash as possible to give myself the best possible chance of delivering a finance deal. That is probably in shareholders interest - although it will not feel like it. If he is sensible he will drop the placing price and hoover up, but in reality he will keep it as tight as possible.

The multi-sourcing ideas sounds good. The trouble is that the more sources of funding you have, the more humans that you have involved in the decision taking process, and it only works if all parties agree. This is a massive ask for JP (for it is he alone). TOM are asking the financiers to take 100% of the risk. The financiers are essentially placing a bet on one man. The narrative that carries TOM with shareholders will not wash with financiers. Financing is about the facts not the narrative.

I for one would not want to be a board member of TOM in the coming days, unless they decide to kick it down the lane and take another months salary.

[vauch] 28/9/2021 16:27

TSHII 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 provide an update with respect to the Company's now 100% owned subsidiary Greenfield Energy LLC's ("Greenfield") potential acquisition of up to 100% of the ownership and membership rights and interests in Tar Sands Holdings II LLC ("TSHII") (the "Membership Interests"), as announced on 9 June 2021 (the "Agreement").

Pursuant to the terms of the Agreement, Greenfield paid a non-refundable deposit of US$200,000 to secure a 90 day period to undertake due diligence and an exclusive option for up to 120 days to acquire an initial 10% of the Membership Interests for US$2 million, payable on or before 1 September 2021 . The Agreement has been amended such that Greenfield can now exercise its right to acquire an initial 10% of the Membership Interests for cash consideration of US$2 million on or before 1 October 2021. A further non-refundable deposit of US$100,000 has been paid to secure this amendment. The total deposit of US$300,000 can be credited against the US$2 million cost of acquiring 10% of the Membership Interests, should Greenfield elect to proceed with the potential acquisition of the initial 10%.

Assuming a successful completion of the acquisition of the initial 10%, Greenfield will then have an exclusive option, at its sole discretion, to acquire the remaining 90% of the Membership Interests for additional cash consideration up to 31 December 2022, as detailed in the 9 June 2021 announcement.

TSHII owns approximately 760 acres of land and certain non-producing assets (the "Site") in Uintah County, Utah, USA. Subject to securing the requisite funding and satisfactory due diligence, Greenfield plans to use the Site, if ultimately acquired via TSHII, for the future mining of oil sands and construction of a commercial scale processing plant utilising the findings of the FEED study, and other knowledge and experience gained from Greenfield's operation of Petroteq Energy Inc's existing oil sands plant at Asphalt Ridge, Utah. (the "POSP"). The Site has existing infrastructure, plant and equipment, together with an existing Large Mine Permit No. M0470032, that could facilitate any future development by Greenfield.

Greenfield is in advanced discussions with potential off-takers of both oil and sand from the Site and the results from the due diligence exercise, that is substantially complete, have so far has been positive. However, there can be no certainty that the due diligence exercise will ultimately be concluded or that Greenfield can secure the required funding to complete the acquisition of a 100% Membership Interest.

Additionally, in parallel with working to secure the required funding, Greenfield has recently begun working with Stantec Inc, a global design and delivery firm with extensive experience in the oil and gas and mining sectors, on mine planning for the Site, and with Netherland Sewell & Associates, global petroleum consultants, on a Site reserves report, together with other preparatory work.

Further announcements will be made as and when appropriate.

Commenting, John Potter, CEO of TomCo, said : "Following our agreement with Valkor to acquire their 50% interest in Greenfield we have been aggressively pursuing the acquisition of the Site via TSHII. Whilst still ongoing, the due diligence undertaken on the Site to date has been positive such that it appears ideally suited for the construction, subject to funding, of Greenfield's first commercial scale plant.

"Greenfield's focus is now on both progressing the necessary funding package in order to, inter alia, secure the initial 10% Membership Interest and with the detailed planning to pursue construction of an initial 5,000 bopd facility at the earliest opportunity. We look forward to announcing further updates in due course."

[vauch] 28/9/2021 16:27

TSHII 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 provide an update with respect to the Company's now 100% owned subsidiary Greenfield Energy LLC's ("Greenfield") potential acquisition of up to 100% of the ownership and membership rights and interests in Tar Sands Holdings II LLC ("TSHII") (the "Membership Interests"), as announced on 9 June 2021 (the "Agreement").

Pursuant to the terms of the Agreement, Greenfield paid a non-refundable deposit of US$200,000 to secure a 90 day period to undertake due diligence and an exclusive option for up to 120 days to acquire an initial 10% of the Membership Interests for US$2 million, payable on or before 1 September 2021 . The Agreement has been amended such that Greenfield can now exercise its right to acquire an initial 10% of the Membership Interests for cash consideration of US$2 million on or before 1 October 2021. A further non-refundable deposit of US$100,000 has been paid to secure this amendment. The total deposit of US$300,000 can be credited against the US$2 million cost of acquiring 10% of the Membership Interests, should Greenfield elect to proceed with the potential acquisition of the initial 10%.

Assuming a successful completion of the acquisition of the initial 10%, Greenfield will then have an exclusive option, at its sole discretion, to acquire the remaining 90% of the Membership Interests for additional cash consideration up to 31 December 2022, as detailed in the 9 June 2021 announcement.

TSHII owns approximately 760 acres of land and certain non-producing assets (the "Site") in Uintah County, Utah, USA. Subject to securing the requisite funding and satisfactory due diligence, Greenfield plans to use the Site, if ultimately acquired via TSHII, for the future mining of oil sands and construction of a commercial scale processing plant utilising the findings of the FEED study, and other knowledge and experience gained from Greenfield's operation of Petroteq Energy Inc's existing oil sands plant at Asphalt Ridge, Utah. (the "POSP"). The Site has existing infrastructure, plant and equipment, together with an existing Large Mine Permit No. M0470032, that could facilitate any future development by Greenfield.

Greenfield is in advanced discussions with potential off-takers of both oil and sand from the Site and the results from the due diligence exercise, that is substantially complete, have so far has been positive. However, there can be no certainty that the due diligence exercise will ultimately be concluded or that Greenfield can secure the required funding to complete the acquisition of a 100% Membership Interest.

Additionally, in parallel with working to secure the required funding, Greenfield has recently begun working with Stantec Inc, a global design and delivery firm with extensive experience in the oil and gas and mining sectors, on mine planning for the Site, and with Netherland Sewell & Associates, global petroleum consultants, on a Site reserves report, together with other preparatory work.

Further announcements will be made as and when appropriate.

Commenting, John Potter, CEO of TomCo, said : "Following our agreement with Valkor to acquire their 50% interest in Greenfield we have been aggressively pursuing the acquisition of the Site via TSHII. Whilst still ongoing, the due diligence undertaken on the Site to date has been positive such that it appears ideally suited for the construction, subject to funding, of Greenfield's first commercial scale plant.

"Greenfield's focus is now on both progressing the necessary funding package in order to, inter alia, secure the initial 10% Membership Interest and with the detailed planning to pursue construction of an initial 5,000 bopd facility at the earliest opportunity. We look forward to announcing further updates in due course."

[rmart] 28/9/2021 16:27

Market cap went to £25m on turboshale testing. We are not even halfway to that yet and we have a much better project now.

[vauch] 28/9/2021 16:26

Ignore me Golding, i'm just messing

[goulding1215] 28/9/2021 16:20

When I said locked out more rhetorical than factual.

[jaynealex] 28/9/2021 16:18

Freedom you can't compare historical.price per share to today ,a few years back there were about 30m
shares today there are what , 1.7 billion is it

Instead you have to compare market capitalization

[the diddymen] 28/9/2021 16:10

So Vauch where are you now. 10% deal done by 01/10, no placing required, and warrants cover on going cash. Finance the $110m by Christmas?

[vauch] 28/9/2021 15:55

TSHII 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 provide an update with respect to the Company's now 100% owned subsidiary Greenfield Energy LLC's ("Greenfield") potential acquisition of up to 100% of the ownership and membership rights and interests in Tar Sands Holdings II LLC ("TSHII") (the "Membership Interests"), as announced on 9 June 2021 (the "Agreement").

Pursuant to the terms of the Agreement, Greenfield paid a non-refundable deposit of US$200,000 to secure a 90 day period to undertake due diligence and an exclusive option for up to 120 days to acquire an initial 10% of the Membership Interests for US$2 million, payable on or before 1 September 2021 . The Agreement has been amended such that Greenfield can now exercise its right to acquire an initial 10% of the Membership Interests for cash consideration of US$2 million on or before 1 October 2021. A further non-refundable deposit of US$100,000 has been paid to secure this amendment. The total deposit of US$300,000 can be credited against the US$2 million cost of acquiring 10% of the Membership Interests, should Greenfield elect to proceed with the potential acquisition of the initial 10%.

Assuming a successful completion of the acquisition of the initial 10%, Greenfield will then have an exclusive option, at its sole discretion, to acquire the remaining 90% of the Membership Interests for additional cash consideration up to 31 December 2022, as detailed in the 9 June 2021 announcement.

TSHII owns approximately 760 acres of land and certain non-producing assets (the "Site") in Uintah County, Utah, USA. Subject to securing the requisite funding and satisfactory due diligence, Greenfield plans to use the Site, if ultimately acquired via TSHII, for the future mining of oil sands and construction of a commercial scale processing plant utilising the findings of the FEED study, and other knowledge and experience gained from Greenfield's operation of Petroteq Energy Inc's existing oil sands plant at Asphalt Ridge, Utah. (the "POSP"). The Site has existing infrastructure, plant and equipment, together with an existing Large Mine Permit No. M0470032, that could facilitate any future development by Greenfield.

Greenfield is in advanced discussions with potential off-takers of both oil and sand from the Site and the results from the due diligence exercise, that is substantially complete, have so far has been positive. However, there can be no certainty that the due diligence exercise will ultimately be concluded or that Greenfield can secure the required funding to complete the acquisition of a 100% Membership Interest.

Additionally, in parallel with working to secure the required funding, Greenfield has recently begun working with Stantec Inc, a global design and delivery firm with extensive experience in the oil and gas and mining sectors, on mine planning for the Site, and with Netherland Sewell & Associates, global petroleum consultants, on a Site reserves report, together with other preparatory work.

Further announcements will be made as and when appropriate.

Commenting, John Potter, CEO of TomCo, said : "Following our agreement with Valkor to acquire their 50% interest in Greenfield we have been aggressively pursuing the acquisition of the Site via TSHII. Whilst still ongoing, the due diligence undertaken on the Site to date has been positive such that it appears ideally suited for the construction, subject to funding, of Greenfield's first commercial scale plant.

"Greenfield's focus is now on both progressing the necessary funding package in order to, inter alia, secure the initial 10% Membership Interest and with the detailed planning to pursue construction of an initial 5,000 bopd facility at the earliest opportunity. We look forward to announcing further updates in due course."

[vauch] 28/9/2021 15:54

Acquisition of Valkor's 50% interest in Greenfield

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 that it has acquired from Valkor LLC ("Valkor") its 50% interest in Greenfield Energy LLC ("Greenfield"), the 50/50 joint venture company established by TomCo and Valkor in mid 2020, for wholly deferred equity consideration (the "Acquisition").

Details of the Acquisition

Pursuant, inter alia, to the terms of a membership interest purchase agreement ("MIPA"), entered into between the Company, Valkor and Greenfield on 25 August 2021 (the "Effective Date") to implement the Acquisition, Valkor has assigned its 50% membership interest in Greenfield to the Company such that TomCo now owns 100% of Greenfield and the existing joint venture ("JV") agreement between TomCo and Valkor with respect to Greenfield has been terminated.

The deferred consideration for the Acquisition comprises the issue to Valkor of 592,830,258 new ordinary shares of no par value in TomCo ("Ordinary Shares") (the "Acquisition Shares") which currently equates, in aggregate, to 29% of the Company's issued share capital as enlarged by the Acquisition Shares, subject to adjustment to ensure that Valkor and any person acting in concert with it shall not exceed a 29% ownership interest in the Company at the time such shares are issued. Valkor currently has no pre-existing interest in TomCo's issued share capital.

Issue of the Acquisition Shares is subject to Greenfield receiving funds from, or drawing upon, a loan or credit facility in connection with the construction of an oil sands processing facility as specified in the FEED Study dated 21 July 2021 (as amended or superseded) ("Financial Close"). In the event that Financial Close is not achieved within 3 years of the Effective Date no consideration is payable by the Company to Valkor and the obligation to issue the Acquisition Shares will lapse. The value of the maximum Acquisition Shares, based on the mid-market price of an Ordinary Share at the close of business on 25 August 2021 (being the latest practicable date prior to the date of this announcement) is, in aggregate, approximately GBP3.1 million. The MIPA contains, inter alia, certain customary representations and warranties from Valkor in relation to the sale of its interest in Greenfield for a transaction of this nature.

In connection with the Acquisition and shortly prior to receiving the Acquisition Shares, Valkor has agreed to enter into a lock-in and orderly market agreement with the Company. During the period of 18 months from execution of this agreement, Valkor will, subject to limited exceptions, not dispose or agree to dispose of any Acquisition Shares or any other Ordinary Shares or interest in Ordinary Shares from time to time acquired by or issued to it. Thereafter, for so long as Valkor holds 10% or more of the Company's issued ordinary share capital, Valkor has agreed not to dispose or agree to dispose of any interest in Ordinary Shares except with the prior written consent of the Company, with any agreed disposal being subject to orderly market principles. The limited exceptions include the acceptance of a recommended takeover offer for the Company, the execution of an irrevocable commitment to accept such an offer and a disposal pursuant to a court order.

In addition, shortly prior to receiving the Acquisition Shares, Valkor has also agreed to enter into a relationship and standstill agreement with the Company and the Company's Nominated Adviser, to, inter alia, regulate the ongoing relationship between itself and the Company on arm's length terms and a normal commercial basis and, save with the Nominated Adviser's prior written consent, prohibit any acquisition of any interest in Ordinary Shares, other than the Acquisition Shares, or making of any offer for all or any of the Ordinary Shares, either by Valkor itself or by any person with whom it may be acting in concert from time to time. Following its execution, such agreement shall terminate and cease to apply upon Valkor ceasing to hold 10% or more of the Company's issued ordinary share capital.

Background to the Acquisition

The Acquisition follows the successful completion of all of the planned trial work utilising Petroteq Energy Inc.'s existing oil sands plant at Asphalt Ridge, Utah (the "POSP"), as announced by the Company on 2 July 2021, the commencement of requisite due diligence on Tar Sands Holdings II LLC ("TSHII") and its site as announced on 9 June 2021 and, most recently, the receipt of the finalised FEED (Front-End Engineering and Design) study for production facilities, together with the associated third-party technical verification report on the proposed process, as announced on 27 July 2021 .

TSHII owns approximately 760 acres of land and certain non-producing assets (the "Site") in Uintah County, Utah, USA. Subject to securing the requisite funding and satisfactory due diligence, Greenfield plans to use the Site, if ultimately acquired via TSHII, for the future mining of oil sands and construction of a commercial scale processing plant utilising the findings of the FEED study, and other knowledge and experience gained from Greenfield's operation of the POSP. The Site has existing infrastructure, plant and equipment, together with an existing Large Mine Permit No. M0470032, that could facilitate any future development by Greenfield.

The FEED study covers the production facilities for a 5,000 barrels of oil per day ("bopd") oil sands project (the "Greenfield Plant"). The Greenfield Plant is currently intended to be located at the Site. The proposed plant is planned to consist of an initial 5,000 bopd train but configured for possible expansion to 10,000 bopd via a second future train.

The FEED study will be utilised as the basis for the EPC phase of the project and TomCo's directors continue to believe that the completed FEED study, together with the supporting third-party technical verification report and recently completed testing operations at the POSP, serve to provide a high level of confidence in both the potential economics and the technical feasibility of Greenfield's plans. The Acquisition enables TomCo to assume full control of Greenfield and, the TomCo directors believe, should facilitate discussions with potential debt and equity funders with respect to the potential acquisition of TSHII and future plant construction and achieve greater alignment with Valkor.

As at 31 March 2021, Greenfield had unaudited total assets of approximately US$4.67 million and incurred an unaudited loss before tax for the period from incorporation to 31 March 2021 of approximately US$0.11 million.

Related Party Transaction

As a JV partner, Valkor is considered to be a related party of the Company (as defined in the AIM Rules for Companies) and, accordingly, the Acquisition constitutes 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 Acquisition are fair and reasonable insofar as the Company's shareholders are concerned.

Commenting, John Potter, CEO of TomCo, said : "We are delighted to have reached agreement with Valkor to acquire their 50% interest in Greenfield and look forward to welcoming Valkor as a substantial shareholder in TomCo as and when Financial Close for construction of the proposed Greenfield Plant is achieved within the next three years.

"We are very excited by the future potential of Greenfield. The due diligence undertaken so far on the Site has been positive such that it appears ideally suited for the construction, subject to funding, of Greenfield's first commercial scale plant, with significant resources for potential exploitation. Additionally, the recent results of the FEED study were most encouraging.

"Greenfield's focus remains on completing the requisite due diligence on TSHII and the Site and progressing the necessary funding package in order to, inter alia, pursue construction of an initial 5,000 bopd facility at the earliest opportunity. We now have full control of Greenfield which affords TomCo's shareholders the opportunity to fully benefit from Greenfield's significant potential."

[vauch] 28/9/2021 15:54

Acquisition of Valkor's 50% interest in Greenfield

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 that it has acquired from Valkor LLC ("Valkor") its 50% interest in Greenfield Energy LLC ("Greenfield"), the 50/50 joint venture company established by TomCo and Valkor in mid 2020, for wholly deferred equity consideration (the "Acquisition").

Details of the Acquisition

Pursuant, inter alia, to the terms of a membership interest purchase agreement ("MIPA"), entered into between the Company, Valkor and Greenfield on 25 August 2021 (the "Effective Date") to implement the Acquisition, Valkor has assigned its 50% membership interest in Greenfield to the Company such that TomCo now owns 100% of Greenfield and the existing joint venture ("JV") agreement between TomCo and Valkor with respect to Greenfield has been terminated.

The deferred consideration for the Acquisition comprises the issue to Valkor of 592,830,258 new ordinary shares of no par value in TomCo ("Ordinary Shares") (the "Acquisition Shares") which currently equates, in aggregate, to 29% of the Company's issued share capital as enlarged by the Acquisition Shares, subject to adjustment to ensure that Valkor and any person acting in concert with it shall not exceed a 29% ownership interest in the Company at the time such shares are issued. Valkor currently has no pre-existing interest in TomCo's issued share capital.

Issue of the Acquisition Shares is subject to Greenfield receiving funds from, or drawing upon, a loan or credit facility in connection with the construction of an oil sands processing facility as specified in the FEED Study dated 21 July 2021 (as amended or superseded) ("Financial Close"). In the event that Financial Close is not achieved within 3 years of the Effective Date no consideration is payable by the Company to Valkor and the obligation to issue the Acquisition Shares will lapse. The value of the maximum Acquisition Shares, based on the mid-market price of an Ordinary Share at the close of business on 25 August 2021 (being the latest practicable date prior to the date of this announcement) is, in aggregate, approximately GBP3.1 million. The MIPA contains, inter alia, certain customary representations and warranties from Valkor in relation to the sale of its interest in Greenfield for a transaction of this nature.

In connection with the Acquisition and shortly prior to receiving the Acquisition Shares, Valkor has agreed to enter into a lock-in and orderly market agreement with the Company. During the period of 18 months from execution of this agreement, Valkor will, subject to limited exceptions, not dispose or agree to dispose of any Acquisition Shares or any other Ordinary Shares or interest in Ordinary Shares from time to time acquired by or issued to it. Thereafter, for so long as Valkor holds 10% or more of the Company's issued ordinary share capital, Valkor has agreed not to dispose or agree to dispose of any interest in Ordinary Shares except with the prior written consent of the Company, with any agreed disposal being subject to orderly market principles. The limited exceptions include the acceptance of a recommended takeover offer for the Company, the execution of an irrevocable commitment to accept such an offer and a disposal pursuant to a court order.

In addition, shortly prior to receiving the Acquisition Shares, Valkor has also agreed to enter into a relationship and standstill agreement with the Company and the Company's Nominated Adviser, to, inter alia, regulate the ongoing relationship between itself and the Company on arm's length terms and a normal commercial basis and, save with the Nominated Adviser's prior written consent, prohibit any acquisition of any interest in Ordinary Shares, other than the Acquisition Shares, or making of any offer for all or any of the Ordinary Shares, either by Valkor itself or by any person with whom it may be acting in concert from time to time. Following its execution, such agreement shall terminate and cease to apply upon Valkor ceasing to hold 10% or more of the Company's issued ordinary share capital.

Background to the Acquisition

The Acquisition follows the successful completion of all of the planned trial work utilising Petroteq Energy Inc.'s existing oil sands plant at Asphalt Ridge, Utah (the "POSP"), as announced by the Company on 2 July 2021, the commencement of requisite due diligence on Tar Sands Holdings II LLC ("TSHII") and its site as announced on 9 June 2021 and, most recently, the receipt of the finalised FEED (Front-End Engineering and Design) study for production facilities, together with the associated third-party technical verification report on the proposed process, as announced on 27 July 2021 .

TSHII owns approximately 760 acres of land and certain non-producing assets (the "Site") in Uintah County, Utah, USA. Subject to securing the requisite funding and satisfactory due diligence, Greenfield plans to use the Site, if ultimately acquired via TSHII, for the future mining of oil sands and construction of a commercial scale processing plant utilising the findings of the FEED study, and other knowledge and experience gained from Greenfield's operation of the POSP. The Site has existing infrastructure, plant and equipment, together with an existing Large Mine Permit No. M0470032, that could facilitate any future development by Greenfield.

The FEED study covers the production facilities for a 5,000 barrels of oil per day ("bopd") oil sands project (the "Greenfield Plant"). The Greenfield Plant is currently intended to be located at the Site. The proposed plant is planned to consist of an initial 5,000 bopd train but configured for possible expansion to 10,000 bopd via a second future train.

The FEED study will be utilised as the basis for the EPC phase of the project and TomCo's directors continue to believe that the completed FEED study, together with the supporting third-party technical verification report and recently completed testing operations at the POSP, serve to provide a high level of confidence in both the potential economics and the technical feasibility of Greenfield's plans. The Acquisition enables TomCo to assume full control of Greenfield and, the TomCo directors believe, should facilitate discussions with potential debt and equity funders with respect to the potential acquisition of TSHII and future plant construction and achieve greater alignment with Valkor.

As at 31 March 2021, Greenfield had unaudited total assets of approximately US$4.67 million and incurred an unaudited loss before tax for the period from incorporation to 31 March 2021 of approximately US$0.11 million.

Related Party Transaction

As a JV partner, Valkor is considered to be a related party of the Company (as defined in the AIM Rules for Companies) and, accordingly, the Acquisition constitutes 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 Acquisition are fair and reasonable insofar as the Company's shareholders are concerned.

Commenting, John Potter, CEO of TomCo, said : "We are delighted to have reached agreement with Valkor to acquire their 50% interest in Greenfield and look forward to welcoming Valkor as a substantial shareholder in TomCo as and when Financial Close for construction of the proposed Greenfield Plant is achieved within the next three years.

"We are very excited by the future potential of Greenfield. The due diligence undertaken so far on the Site has been positive such that it appears ideally suited for the construction, subject to funding, of Greenfield's first commercial scale plant, with significant resources for potential exploitation. Additionally, the recent results of the FEED study were most encouraging.

"Greenfield's focus remains on completing the requisite due diligence on TSHII and the Site and progressing the necessary funding package in order to, inter alia, pursue construction of an initial 5,000 bopd facility at the earliest opportunity. We now have full control of Greenfield which affords TomCo's shareholders the opportunity to fully benefit from Greenfield's significant potential."

[vauch] 28/9/2021 15:54

I see Wilson skipped maths classes at school as he cant tell the difference between 180 mill and 110 mill

[wilson2] 28/9/2021 15:53

Add the interest rate over 15 years

[vauch] 28/9/2021 15:52

Acquisition of Valkor's 50% interest in Greenfield

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 that it has acquired from Valkor LLC ("Valkor") its 50% interest in Greenfield Energy LLC ("Greenfield"), the 50/50 joint venture company established by TomCo and Valkor in mid 2020, for wholly deferred equity consideration (the "Acquisition").

Details of the Acquisition

Pursuant, inter alia, to the terms of a membership interest purchase agreement ("MIPA"), entered into between the Company, Valkor and Greenfield on 25 August 2021 (the "Effective Date") to implement the Acquisition, Valkor has assigned its 50% membership interest in Greenfield to the Company such that TomCo now owns 100% of Greenfield and the existing joint venture ("JV") agreement between TomCo and Valkor with respect to Greenfield has been terminated.

The deferred consideration for the Acquisition comprises the issue to Valkor of 592,830,258 new ordinary shares of no par value in TomCo ("Ordinary Shares") (the "Acquisition Shares") which currently equates, in aggregate, to 29% of the Company's issued share capital as enlarged by the Acquisition Shares, subject to adjustment to ensure that Valkor and any person acting in concert with it shall not exceed a 29% ownership interest in the Company at the time such shares are issued. Valkor currently has no pre-existing interest in TomCo's issued share capital.

Issue of the Acquisition Shares is subject to Greenfield receiving funds from, or drawing upon, a loan or credit facility in connection with the construction of an oil sands processing facility as specified in the FEED Study dated 21 July 2021 (as amended or superseded) ("Financial Close"). In the event that Financial Close is not achieved within 3 years of the Effective Date no consideration is payable by the Company to Valkor and the obligation to issue the Acquisition Shares will lapse. The value of the maximum Acquisition Shares, based on the mid-market price of an Ordinary Share at the close of business on 25 August 2021 (being the latest practicable date prior to the date of this announcement) is, in aggregate, approximately GBP3.1 million. The MIPA contains, inter alia, certain customary representations and warranties from Valkor in relation to the sale of its interest in Greenfield for a transaction of this nature.

In connection with the Acquisition and shortly prior to receiving the Acquisition Shares, Valkor has agreed to enter into a lock-in and orderly market agreement with the Company. During the period of 18 months from execution of this agreement, Valkor will, subject to limited exceptions, not dispose or agree to dispose of any Acquisition Shares or any other Ordinary Shares or interest in Ordinary Shares from time to time acquired by or issued to it. Thereafter, for so long as Valkor holds 10% or more of the Company's issued ordinary share capital, Valkor has agreed not to dispose or agree to dispose of any interest in Ordinary Shares except with the prior written consent of the Company, with any agreed disposal being subject to orderly market principles. The limited exceptions include the acceptance of a recommended takeover offer for the Company, the execution of an irrevocable commitment to accept such an offer and a disposal pursuant to a court order.

In addition, shortly prior to receiving the Acquisition Shares, Valkor has also agreed to enter into a relationship and standstill agreement with the Company and the Company's Nominated Adviser, to, inter alia, regulate the ongoing relationship between itself and the Company on arm's length terms and a normal commercial basis and, save with the Nominated Adviser's prior written consent, prohibit any acquisition of any interest in Ordinary Shares, other than the Acquisition Shares, or making of any offer for all or any of the Ordinary Shares, either by Valkor itself or by any person with whom it may be acting in concert from time to time. Following its execution, such agreement shall terminate and cease to apply upon Valkor ceasing to hold 10% or more of the Company's issued ordinary share capital.

Background to the Acquisition

The Acquisition follows the successful completion of all of the planned trial work utilising Petroteq Energy Inc.'s existing oil sands plant at Asphalt Ridge, Utah (the "POSP"), as announced by the Company on 2 July 2021, the commencement of requisite due diligence on Tar Sands Holdings II LLC ("TSHII") and its site as announced on 9 June 2021 and, most recently, the receipt of the finalised FEED (Front-End Engineering and Design) study for production facilities, together with the associated third-party technical verification report on the proposed process, as announced on 27 July 2021 .

TSHII owns approximately 760 acres of land and certain non-producing assets (the "Site") in Uintah County, Utah, USA. Subject to securing the requisite funding and satisfactory due diligence, Greenfield plans to use the Site, if ultimately acquired via TSHII, for the future mining of oil sands and construction of a commercial scale processing plant utilising the findings of the FEED study, and other knowledge and experience gained from Greenfield's operation of the POSP. The Site has existing infrastructure, plant and equipment, together with an existing Large Mine Permit No. M0470032, that could facilitate any future development by Greenfield.

The FEED study covers the production facilities for a 5,000 barrels of oil per day ("bopd") oil sands project (the "Greenfield Plant"). The Greenfield Plant is currently intended to be located at the Site. The proposed plant is planned to consist of an initial 5,000 bopd train but configured for possible expansion to 10,000 bopd via a second future train.

The FEED study will be utilised as the basis for the EPC phase of the project and TomCo's directors continue to believe that the completed FEED study, together with the supporting third-party technical verification report and recently completed testing operations at the POSP, serve to provide a high level of confidence in both the potential economics and the technical feasibility of Greenfield's plans. The Acquisition enables TomCo to assume full control of Greenfield and, the TomCo directors believe, should facilitate discussions with potential debt and equity funders with respect to the potential acquisition of TSHII and future plant construction and achieve greater alignment with Valkor.

As at 31 March 2021, Greenfield had unaudited total assets of approximately US$4.67 million and incurred an unaudited loss before tax for the period from incorporation to 31 March 2021 of approximately US$0.11 million.

Related Party Transaction

As a JV partner, Valkor is considered to be a related party of the Company (as defined in the AIM Rules for Companies) and, accordingly, the Acquisition constitutes 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 Acquisition are fair and reasonable insofar as the Company's shareholders are concerned.

Commenting, John Potter, CEO of TomCo, said : "We are delighted to have reached agreement with Valkor to acquire their 50% interest in Greenfield and look forward to welcoming Valkor as a substantial shareholder in TomCo as and when Financial Close for construction of the proposed Greenfield Plant is achieved within the next three years.

"We are very excited by the future potential of Greenfield. The due diligence undertaken so far on the Site has been positive such that it appears ideally suited for the construction, subject to funding, of Greenfield's first commercial scale plant, with significant resources for potential exploitation. Additionally, the recent results of the FEED study were most encouraging.

"Greenfield's focus remains on completing the requisite due diligence on TSHII and the Site and progressing the necessary funding package in order to, inter alia, pursue construction of an initial 5,000 bopd facility at the earliest opportunity. We now have full control of Greenfield which affords TomCo's shareholders the opportunity to fully benefit from Greenfield's significant potential."

[ducky fuzz] 28/9/2021 15:51

It's DOLLARS Vauch .. why are you etc ..

[vauch] 28/9/2021 15:51

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 that Greenfield Energy LLC ("Greenfield"), the Company's 50/50 joint venture with Valkor LLC ("Valkor"), has now successfully completed all of its planned trial work utilising Petroteq Energy Inc's ("Petroteq") existing oil sands plant at Asphalt Ridge, Utah (the "POSP").

Highlights

-- Greenfield's operation of the POSP now complete
-- All data required for the FEED (Front-End Engineering and Design) study has been obtained
-- FEED study and third party verification process to be finalised by the end of July 2021
-- Greenfield now focused on completing the requisite due diligence on the Tar Sands II site as announced on 9 June 2021

FEED Study

The work undertaken by Greenfield in operating and modifying the equipment used in the POSP has provided sufficient information for the FEED study (as previously outlined), to be completed, together with the third-party verification exercise. A small number of amendments to the FEED are currently being reviewed and a draft of the third-party verification work has now been received. It is therefore anticipated that the FEED study will be finalised, together with the accompanying third party verification, by the end of July 2021.

POSP Operations

The primary objective for TomCo's investment into Greenfield and its subsequent operation of the POSP was to provide the operational data to support and inform the FEED for the commercial scale 10,000 barrels of oil per day ("bopd") plant design. The POSP has broadly met our objectives over the six month of operations to the extent that the oil processed and produced has exceeded expectations in both warm and cold conditions from a wide array of saturated ores. In addition, the separation process has also identified a profitable sand product. Greenfield had set a target of achieving a continuous production rate of 250 bopd per 12-hour shift. Due to numerous technical constraints, the POSP only managed to achieve the equivalent of approximately 180 bopd during this trial period of operation. However, the operational data from such production has been incorporated into the process modelling performed by Valkor and verified by a third-party engineering company with the results and recommendations being incorporated into the FEED study and economics. Additionally, ore processed by the POSP from the Tar Sands II site, which is subject to the membership interest purchase agreement announced on 9 June 2021, has identified that it is of significantly higher oil saturation than originally thought.

Analysis of the produced oil has shown that the Basic Sediment and Water ("BS&W") was consistently less than 0.5%, the sulphur level was very low, at less than 0.5%, and the total hydrocarbon content of the processed sand was on average 1.8%. A sample of produced oil is being shipped to a large oil refinery owned by a major US oil company for their evaluation later this week. A three-barrel sample of produced oil from the POSP is also being shipped to Quadrise Fuels International plc in the UK, to enable them to assess the suitability of the heavy sweet oil produced by the POSP for their emulsion process.

Tar Sands II

Following the ending of Greenfield's trial operation of the POSP, the Valkor team concerned is in the process of switching over to conduct a detailed engineering analysis of the Tar Sands II site, including a full survey of the existing equipment and utilities at the site. This forms part of the due diligence exercise being undertaken by Greenfield in respect of its potential acquisition of up to 100% of the ownership and membership rights and interests in Tar Sands II for the potential future mining of oil sands and construction of a commercial scale processing plant utilising the findings of the abovementioned FEED, as outlined in the Company's announcement of 9 June 2021.

Commenting, John Potter, CEO of TomCo, said : "I am delighted that Greenfield have now concluded their work at the POSP and that all the data and information required to inform the FEED study has been obtained. Whilst there have undoubtedly been some challenges along the way, our primary objectives have been achieved. I believe that Greenfield is now very well positioned to seek to utilise the design improvements and knowledge gained from operating the POSP in commercial scale plants.

"Greenfield's focus therefore now shifts to completing the due diligence exercise on the Tar Sands II site and progressing the required funding package in order to pursue construction of the first 10,000 bopd facility. These are very exciting times for TomCo as we look to realise Greenfield's significant potential."

[vauch] 28/9/2021 15:51

WILSON228 Sep '21 - 13:51 - 12706 of 12723
0 0 1
£180,000,000 loan and no way of paying it back .
How’s that work then?

You plonker it is £110 mill, why are you so stupid Wilson2