Tomco Energy Share Discussion Threads

[vauch] 14/8/2024 09:55

Rmart
see message sent

[vauch] 14/8/2024 09:51

Ah ok at least that is one thing out the way then.
I had it in my head the loan was to do with greenfield,
I wonder where we would be now if JP was still around.

[haggismchaggis] 14/8/2024 09:33

"November 2022: equity placing to raise £0.925m gross at a price of 0.35p per share. The terms of the Valkor Loan were also varied to extend the repayment date for the then remaining principal amount to the completion date of a suitable funding package being secured for Greenfield's development.".The cash Tomco are receiving, they do not have to pay Valkor back. .Valkor loan has not been called in..Valkor loan is repayable on "completion date of a suitable funding package being secured for Greenfield's development." It's not repayable on what Tomco announced today unless Tomco choose to do that and, why would they when the cash will keep them going for a long time, hopefully long enough to get a new deal with the new owner and funding for the project.

[rmart] 14/8/2024 09:09

this is from Nov 30th 2022

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.

[vauch] 14/8/2024 09:08

Im trawling through all of them and will copy and past

[rmart] 14/8/2024 09:05

vauch, have you a link to that rns?

[vauch] 14/8/2024 09:03

The Valkor 1 mill was not part of the funding deal it was payment to remove Valkor from Greenfield. this is outstanding.

[rmart] 14/8/2024 08:48

looks like they are coming back to trading.

Pay off some bills, (not the valkor money as we didnt get funding) then drill a few wells at $100k each.

If the new co want to rebuild the refinery that says to me the current drills are successful. We will see soo but at least thet are not dead.

[fenners66] 14/8/2024 08:33

If only we had up to date accounts we would be able to see just how much of the "proposed" sale of the 10% would be left.

I suspect its actually zero after paying for an audit to get year end accounts done.

Clearly they are admitting as we always said there is no prospect, of ever getting any funding, not for the 90% or for any further work , rented land or not , they have no money, and no lender will give them any.

Just remains to figure out what TSHII is up to.

By buying back the 10% they get a profit on the sale and repurchase. They get a value for the 10% on their balance sheet and presumably will try to add a balance sheet revaluation to the 90% - but aside from numbers on a piece of paper they have nothing real.

Will they then go on their own narrative mission , a la Tom ?
The vehicle that wants to exploit this IRRX also needs a new narrative to I guess raise more funds for...

[haggismchaggis] 14/8/2024 08:31

"In addition, TSHII and IRRX have committed (a) not to terminate the Lease and (b) to use best efforts to negotiate in good faith to enter into the Additional Lease to provide mining rights for Greenfield on land owned by TSHII, save for that part occupied by an historic refinery which is currently intended to be optimised and reactivated by IRRX (or such other entity established for such purpose), on customary terms but specifically involving: a lease withrights and access to mine tar sands, and a right to set up a processing plant for tar sands."."The board of TomCo ("TomCo Board") firmly believes that IRRX's intentions for the Site will not conflict with Greenfield's existing plans, with potential scope for close co-operation for mutual benefit."

[haggismchaggis] 14/8/2024 08:30

"In addition, TSHII and IRRX have committed (a) not to terminate the Lease and (b) to use best efforts to negotiate in good faith to enter into the Additional Lease to provide mining rights for Greenfield on land owned by TSHII, save for that part occupied by an historic refinery which is currently intended to be optimised and reactivated by IRRX (or such other entity established for such purpose), on customary terms but specifically involving: a lease withrights and access to mine tar sands, and a right to set up a processing plant for tar sands.""The board of TomCo ("TomCo Board") firmly believes that IRRX's intentions for the Site will not conflict with Greenfield's existing plans, with potential scope for close co-operation for mutual benefit."

[norfolkngood1] 14/8/2024 08:24

No wonder. It's a scam and always has been - just like the snake oil merchants of old. So when this gets approved what little money will be left over will go on director's salaries until it runs out. Nobody will fund any drilling operation for Tomco. Why would they when Byle and Valkor already have the rights to drill there - it was always going to that company otherwise why did he lend Tomco the money in the first place.

[the diddymen] 14/8/2024 08:08

Comments could be going better on the other thread.

[norfolkngood1] 14/8/2024 07:26

Mmm. Well I know which way I'll be voting. No way am I paying for another round of wages for that bunch of idiots. They've been trying to get stuff out of the ground for decades and not one barrel of oil. Enough is enough.

[bungeetrader] 14/8/2024 07:13

At least its still got a pulse.

[thrgef] 14/8/2024 07:12

Vauch, they owe £650k and are not obliged to pay it back until project funding is obtained. The alternative is significant dilution to shareholders or worse

[nasarsaddique] 14/8/2024 06:51

Proposed Redemption of 10% Interest in TSHIITOMCO ENERGY PLCReleased 07:00:10 14 August 2024?RNS Number : 3368ATomCo Energy PLC14 August 2024 14 August 2024TOMCO ENERGY PLC("TomCo" or the "Company") Proposed Redemption of Greenfield's 10% Membership Interest in TSHII TomCo Energy plc (AIM: TOM), the US operating oil development group focused on using innovative technology to unlock unconventional hydrocarbon resources, announces that the Company's wholly owned subsidiary, Greenfield Energy, LLC ("Greenfield"), entered into an agreement on 12 August 2024 (the "Side Agreement") with Tar Sands Holdings II, LLC ("TSHII") and Endeavor Capital Group LLC ("Endeavor"), which holds 90% of TSHII's membership interests, with respect to the proposed redemption of Greenfield's 10% membership interest in TSHII for an aggregate purchase price of US$1,575,000 (approximately £1,234,000) (the "Proposed Redemption") under a proposed redemption agreement ("Redemption Agreement").  TSHII, Greenfield and Endeavor concurrently entered into a Second Amended and Restated Operating Agreement (the "Revised Operating Agreement") to facilitate a buyout of TSHII's interests by a third party buyer, IRRX (as described further below). Pursuant to the terms of the Side Agreement, both TSHII and IRRX (defined below) have agreed not to terminate an existing lease between AC Oil LLC ("AC Oil"), a wholly-owned subsidiary of Greenfield, and TSHII (the "Lease"), and to negotiate in good faith with Greenfield with respect to entering into an additional  lease for mining rights on land owned by TSHII  (the "Additional Lease").  Accordingly, Greenfield should be able to continue to pursue its existing tar sands development project and potential in-situ well programme, subject to securing the requisite additional funding and permitting going forwards, post completion of the proposed transaction.   The Proposed Redemption stems from a recent approach to Endeavor by Integrated Rail and Resources Acquisition Corp. (OTC: IRRX) ("IRRX") expressing interest in potentially acquiring 100% of TSHII by way of a merger.  IRRX is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganisation, or similar business combination with one or more businesses with a particular focus on natural resources, railroads and/or railroad logistics companies or any combinations thereof. The Proposed Redemption is conditional on the prior approval of TomCo's shareholders pursuant to the provisions of Rule 15 of the AIM Rules for Companies and the net proceeds will be utilised to settle the group's outstanding trade creditors and provide additional working capital.   Background Information on TSHII and Existing Lease Arrangement TSHII is a private US company formed by Utah-based Endeavor in which Greenfield acquired a 10% membership interest in November 2021 for a total consideration of US$2m.  Until 31 December 2023, Greenfield also held an option to potentially purchase Endeavor's remaining 90% membership interest in TSHII for certain additional cash consideration.  Such option had been extended and varied several times.  TSHII owns approximately 760 acres of land and associated rights and certain non-producing historic infrastructure, plant and equipment in Uintah County, Utah, USA (the "Site"). In addition to the 10% membership interest held by Greenfield, AC Oil entered into a lease ("Lease") with TSHII in respect of approximately 320 acres of the Site (the "Lease Area") for an annual rental of US$320, together with a 12% of net sales royalty per barrel of conventional oil, gas or sulphur produced and removed from the Lease Area.    The Lease grants AC Oil the exclusive right to explore, drill and mine for, and extract, store, and remove oil, gas, hydrocarbons, and other associated substances on and from the Lease Area, together, inter alia, with the right to erect, construct and use such plant and equipment and infrastructure as required. The Lease is for an initial term of 10 years and will continue thereafter for so long as any oil, gas or other hydrocarbons are being produced from the Lease Area or drilling operations are being prosecuted or as the parties may agree. For the twelve month period to 31 December 2023, TSHII incurred an unaudited loss after tax of approximately US$25,000.  In the Company's audited annual report and final statements for its financial year ended 30 September 2023, the group's carrying value for its 10% membership interest in TSHII was approximately £1.64m. Principal Terms of the Proposed Redemption Redemption Agreement and Side Agreement The Proposed Redemption is anticipated to be consummated by a Redemption Agreement to be entered into between Greenfield, Endeavor and TSHII for the proposed redemption by TSHII of Greenfield's entire 10% membership interest in TSHII immediately following receipt of the approval of TomCo's shareholders at a duly convened general meeting.  Following such redemption, TSHII plans to complete a merger transaction with IRRX and its affiliates pursuant to a business combination agreement and related documents, entered into on 12 August 2024, subject to NASDAQ exchange regulatory approvals, the approval of the transaction by the shareholders of IRRX and the satisfaction or waiver of other customary closing conditions. By way of the Side Agreement entered into between Greenfield, Endeavor and TSHII on 12 August 2024, subject to TomCo's shareholders' consent, Greenfield (a) has agreed to waive any of its rights to prevent Endeavor selling its 90% membership interest in TSHII to IRRX and (b) has granted to TSHII the irrevocable, unrestricted and unconditional right to redeem Greenfield's 10% membership interest for an aggregate cash consideration of US$1,575,000 and the promise to negotiate terms for the Additional Lease.  The consideration shall be satisfied as to US$100,000 on execution of the Side Agreement, which is non-refundable, with the balancing US$1,475,000 (the "Second Tranche Funds") to be held in escrow pending receipt of TomCo's shareholders' approval, all pursuant to the terms of the Redemption Agreement. In addition, TSHII and IRRX have committed (a) not to terminate the Lease and (b) to use best efforts to negotiate in good faith to enter into the Additional Lease to provide mining rights for Greenfield on land owned by TSHII, save for that part occupied by an historic refinery which is currently intended to be optimised and reactivated by IRRX (or such other entity established for such purpose), on customary terms but specifically involving: a  lease withrights and access to mine tar sands, and a right to set up a processing plant for tar sands.    The board of TomCo ("TomCo Board") firmly believes that IRRX's intentions for the Site will not conflict with Greenfield's existing plans, with potential scope for close co-operation for mutual benefit. The agreement contains certain representations, warranties and indemnities between the parties of a type commonly found in agreements of this nature.  In the event that TomCo's shareholders' do not approve the Proposed Redemption, TomCo would need to secure alternative funding to satisfy its group's working capital requirements.  There can be no guarantee that alternative funding can be secured on a timely basis or as to the terms of any such alternative financing. Revised Operating Agreement The Revised Operating Agreement has been entered into by Greenfield, Endeavor, and TSHII in respect of TSHII in order to provide exclusive management rights to Endeavor for a limited period and for the limited purpose of facilitating consummation of the proposed merger transaction between TSHII and IRRX.  Such rights shall become null and void in the event (i) the merger agreement is terminated; or (ii) TomCo fails to secure the requisite shareholder approval.  In such event, the operating agreement existing immediately before the Revised Operating Agreement shall be reinstated.  The agreement contains certain representations and warranties from Greenfield to TSHII and Endeavor customary for an agreement of this nature.  General Meeting In light of its size, the Proposed Redemption, which is unanimously recommended by the TomCo Board, constitutes a fundamental change of business pursuant to the provisions of Rule 15 of the AIM Rules for Companies, and is therefore subject to the approval of TomCo's shareholders at a duly convened general meeting.  Accordingly, the Company will shortly make a further announcement with respect to the publication of a circular incorporating a formal notice of general meeting and customary salient information with regards to seeking such shareholder approval which, once published, will be made available on the Company's website at www.tomcoenergy.com.    In the event that TomCo's shareholders' approval is not forthcoming, the proposed transaction will terminate and the TomCo Board would need to secure alternative funding to satisfy the group's working capital requirements.  There can be no guarantee that alternative funding could be secured on a timely basis or as to the terms of any such alternative financing and the TomCo Board strongly believes that it is in best interests of the Company and its shareholders as a whole to exit from its minority interest in TSHII for wholly cash consideration whilst retaining access to the Site and mining rights via the existing Lease and proposed Additional Lease, which will enable the Company to continue to pursue its tar sands development project subject to funding and permittingSuspension of Trading on AIM Further to the Company's announcement of 28 June 2024, trading in the Company's ordinary shares on AIM will remain suspended pending successful completion of the Proposed Redemption, and receipt of the Second Tranche Funds, which will then enable finalisation of the Company's unaudited interim results for the six-month period ended 31 March 2024 (the "2024 Interim Results").  Accordingly, it is currently expected that suspension from trading will be lifted upon publication of the 2024 Interim Results shortly following receipt of shareholder approval and completion of the Proposed Redemption.  Commenting today, Malcom Groat, Chairman of TomCo, said:"Whilst it is clearly disappointing that we have been unable to secure funding to procure 100% of TSHII, despite a number of extensions to our previously agreed option arrangement with Endeavor, the Proposed Redemption, if successfully concluded, will enable us to exit our minority investment and provide funds to settle outstanding trade creditors and sufficient working capital to finalise and release the group's 2024 Interim Results. Furthermore, the planned negotiation and entry into of the Additional Lease will enable us to continue to pursue our tar sands development project and potential in-situ well programme subject to securing the requisite additional funding and permitting in due course."  Enquiries: TomCo Energy plcMalcolm Groat (Chairman)                                                       [phone] Strand Hanson Limited (Nominated Adviser)James Harris / Matthew Chandler                                             [phone] Novum Securities Limited (Broker)Jon Belliss / Colin Rowbury                                                        [phone]

[the diddymen] 14/8/2024 06:08

Well another twist on the road to a dead end.

Primary purpose to pay off the creditors (which no doubt will include NEDs) and enable the directors to quietly disappear.

[norfolkngood1] 09/8/2024 09:43

They couldn't even afford to lay on tea and coffee.

[the diddymen] 09/8/2024 06:49

Last year's RNS issued on 7 August:

"TomCo Energy plc (AIM: TOM), the US operating oil development group focused on using innovative technology to unlock unconventional hydrocarbon resources, announces that the Annual General Meeting of the Company ("AGM") will be held at 1.00 p.m. (BST) on 29 August 2023 at the DoubleTree by Hilton Hotel, One Piccadilly Place, 1 Auburn Street, Manchester M1 3DG."

I wonder if they will be holding this year's shareholder meeting.

[kemche] 07/8/2024 15:07

Torreaguas continues to average down.

[the diddymen] 07/8/2024 15:04

....and you are right I should have used the term gambler.