TomCo Energy PLC Placing and appointment of Joint Broker (8699R)

TIDMTOM

RNS Number : 8699R

TomCo Energy PLC

02 July 2020

2 July 2020

TOMCO ENERGY PLC

("TomCo" or the "Company")

Placing and appointment of Joint Broker

TomCo Energy plc (AIM: TOM), the oil shale exploration, development and technology group focused on using innovative technology to unlock unconventional hydrocarbon resources, announces that it has raised GBP1,500,000 (gross) by way of a placing ("Placing") of 375,000,000 new ordinary shares of no par value in the Company ("Ordinary Shares") (the "Placing Shares") at a price of 0.4 pence per Placing Share (the "Placing Price") undertaken by Turner Pope Investments (TPI) Ltd ("TPI") and Novum Securities Ltd ("NSL"), the Company's joint brokers. The number of Placing Shares to be issued represents approximately 136% of the Company's current issued share capital.

Every two Placing Shares have one warrant attached, resulting in the issue of 187,500,000 warrants, with each warrant having the right to acquire one new Ordinary Share at an exercise price of 0.8 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 187,500,000 new Ordinary Shares, which would represent approximately 28.8% of the Company's issued share capital as enlarged by the Placing.

The Company has also issued, in aggregate, 22,500,000 warrants to TPI and NSL, giving them the right to acquire such number of new Ordinary Shares at an exercise price of 0.4 pence for a period of two years.

The Company has also appointed NSL as its joint broker with immediate effect.

The Company confirms that the Placing follows the previous placing that was, as announced on 19 June 2020, terminated by TPI in accordance with the terms of the placing agreement between the Company and TPI.

Use of Proceeds

As detailed in the Company's interim results for the six months ended 31 March 2020 (the "Interims"), announced on 30 June 2020, and further to the joint venture agreement entered into with Valkor LLC ("Valkor") regarding the establishment of Greenfield Energy LLC ("Greenfield") (the "JV Agreement"), the Company confirmed that it continued to require further funding in order to fund, inter alia, its contribution of US$1.5 million to Greenfield pursuant to the JV Agreement.

Until such funds have been secured, Greenfield will not be in a position to materially advance operations at the Petroteq Energy Inc's ("Petroteq") existing oil sands plant at Asphalt Ridge, Utah (the "POSP"), which includes making the required upgrades and being able to undertake the proposed work programme.

As a result, the net proceeds of the Placing will be used by the Company to provide funding of up to US$1.5 million to Greenfield, with such funds being used to enable Greenfield to, inter alia , undertake the planned upgrades to the POSP and to complete the associated tests with the aim of demonstrating the POSP's commerciality, together with funding TomCo's contribution to the FEED Study on Petroteq's closed loop system for use in the recovery of oil from oil sands (the "Oil Sands Technology") and to provide general working capital to the Company.

As detailed in the Interims, in respect of the POSP, Valkor has entered into an agreement with Petroteq (the "Work Order"), for Valkor to take over the management and operations of the POSP. Pursuant to the JV Agreement, the Work Order will be assigned to Greenfield.

Following a review of the planned upgrades to and the test program at the POSP, it has been determined by both TomCo and Valkor that it would be more efficient to complete all the planned upgrades and installation works to the POSP as soon as possible, rather than implement it through a phased approach.

The proposed upgrade works to the POSP are planned to increase the POSP's capacity to 500 barrels of oil per day ("bopd") and to run it for a sufficient period of time for the design to be reviewed and the operations verified by third party engineers. The TomCo Board expects that the upgrades to the POSP will include, inter alia:

   --           The addition of a third mix tank to increase the POSP's overall capacity; 
   --           Improvement of the POSP's heating system for sand drying and solvent recovery; and 

-- Subject to agreement being reached with Quadrise Fuels International plc ("Quadrise"), the upgrade will include a commercial trial of Quadrise's MSAR(R) Technology at the POSP.

The Company believes that it will take approximately three months to complete the upgrade works to the POSP, with the test programme expected to then take approximately a further 4-6 weeks, with third party verification of the process to then be undertaken following the testing. It is envisaged that the FEED will then be completed following the receipt, and subject to the results, of the third party verification report and assuming no further changes are needed to the POSP.

Whilst Quadrise has confirmed that it has agreed in principle with Valkor to the deployment of MSAR(R) trial equipment as part of the planned upgrade to the POSP and that they continue to work in good faith to finalise the process design and an agreement for the upgrade with Valkor, including the terms of the scope and timing of the upgrade and associated test, there can be no certainty that an agreement will be reached in this regard. If agreement is not reached with Quadrise, then the upgrade and test will not include a commercial trial of Quadrise's MSAR(R) Technology at the POSP.

Admission

The Placing is subject to normal conditions including, inter alia, that the placing agreements with the joint brokers have not been terminated, none of the warranties contained within the placing agreements have been breached and admission of the Placing Shares to trading on AIM is effective at or before 8.00 a.m. on 8 July 2020 or such other later time as may be agreed by the Company and the joint brokers, not being later than 31 July 2020.

The Placing Shares will rank pari passu with the existing ordinary shares of no par value in the capital of the Company ("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 Placing Shares will commence at 8.00 a.m. on 8 July 2020.

Following Admission, the Company's issued share capital will consist of 650,759,235 Ordinary Shares with voting rights. There are no Ordinary Shares held in treasury. The figure of 650,759,235 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 share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

John Potter, CEO, commented: "We are pleased that we have been able to secure the necessary funding via the Placing to enable us to advance Greenfield, to undertake the upgrades to the POSP and complete the associated test programme.

We look forward to keeping shareholders updated as we seek to demonstrate the commerciality of the Oil Sands Technology."

Enquiries:

TomCo Energy plc

   Stephen West (Chairman) / John Potter (CEO)                   [phone] 
   Strand Hanson Limited                                                          (Nominated Adviser) 
   James Harris / Richard Tulloch / James Dance                    [phone] 

Turner Pope (Joint Broker)

   Andy Thacker / Zoe Alexander                                               [phone] 
   Novum Securities Limited                                                       (Joint Broker) 

Charlie Brook-Partridge [phone]

For further information, please visit www.tomcoenergy.com .

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

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July 02, 2020 06:45 ET (10:45 GMT)