Re Convertible Loan Note FacilitySource: RNS
3 October 2022
TOMCO ENERGY PLC
("TomCo" or the "Company")
Drawdown of Second Tranche of the Convertible Loan Note Facility and
Issue of Associated Warrants
Partial Conversion of First Tranche of the Convertible Loan Note Facility and
Issue of Equity
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 has served a draw down notice in respect of the £375,000 second and final tranche of the £750,000 unsecured convertible loan note facility as detailed in the Company's announcement of 1 September 2022.
The Convertible Loan is intended to bridge the Company's financing requirements as the Board seeks to further progress and finalise negotiations with a potential financing party for a larger debt funding package to enable the Company to execute on its development plans for Greenfield and the Tar Sands Holdings II LLC ("TSHII") site. There can be no certainty that such larger funding arrangements will ultimately be successfully secured or as to the terms of any such debt facility.
Further to the draw down of the second tranche of £375,000 of the Convertible Loan, the Convertible Loan subscribers will be issued with a further 50,000,000 warrants by the Company, with each warrant affording the holder the right to subscribe for one new Ordinary Share at an exercise price of 0.75 pence per share, for a period of two years from 30 September 2022 (the "Second Subscriber Warrants"). If such Second Subscriber Warrants were to subsequently be exercised in full, it would result in the issue of 50,000,000 new Ordinary Shares raising a further £375,000 towards the development of the Company's business.
Partial Conversion of First Tranche of the Convertible Loan
In addition, the Company has received a conversion notice from certain Convertible Loan subscribers to convert £200,000 principal amount of the first tranche of the Convertible Loan, together with the associated interest of £10,000 (5%), into new Ordinary Shares.
The conversion price per new Ordinary Share under the terms of the facility is the lower of: (i) 0.75 pence; and (ii) the volume-weighted average price of an Ordinary Share during any five of the fifteen business days prior to service or deemed service of a conversion notice, as selected by the noteholder(s) concerned and sourced from Bloomberg L.P., discounted by 15%. Accordingly, the conversion price has been determined to be 0.351917 pence per new Ordinary Share such that the conversion will result in 59,673,162 new Ordinary Shares being issued to the subscribers concerned (the "Conversion Shares").
Admission to trading
Application will be made to the London Stock Exchange for the 59,673,162 Conversion Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Conversion Shares on AIM will commence at 8.00 a.m. on or around 6 October 2022.
Following this conversion, £175,000 remains outstanding from the first tranche of the Convertible Loan and, together with the £375,000 second tranche, a total of £550,000 principal amount remains outstanding under the Convertible Loan.
Total Voting Rights
On Admission, the Company's issued share capital will consist of 1,807,751,840 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 1,807,751,840 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.
Capitalised terms not otherwise defined in this announcement have the same meaning ascribed to them in the Company's announcement of 1 September 2022.
TomCo Energy plc
Malcolm Groat (Chairman) / John Potter (CEO) +44 (0)20 3823 3635
Strand Hanson Limited (Nominated Adviser)
James Harris / Matthew Chandler +44 (0)20 7409 3494
Novum Securities Limited (Broker)
Jon Belliss / Colin Rowbury +44 (0)20 7399 9402
IFC Advisory Limited (Financial PR)
Tim Metcalfe / Florence Chandler +44 (0)20 3934 6630
For further information, please visit www.tomcoenergy.com.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.