TIDMTOM
RNS Number : 4553E
TomCo Energy PLC
30 June 2023
30 June 2023
TomCo Energy plc
("TomCo", the "Company" or the "Group")
Unaudited interim results for the six-month period ended 31
March 2023
TomCo Energy plc (AIM: TOM), the US operating oil development
group focused on using innovative technology to unlock
unconventional hydrocarbon resources, announces its unaudited
interim results for the six-month period ended 31 March 2023.
Chairman's Statement
Operational
The Company's primary focus remains on its wholly owned
subsidiary, Greenfield Energy LLC ("Greenfield"), and its plans to
pursue the construction of two oil sands separation plants, capable
of processing at least 6,000 tonnes per day of oil sands at a
suitable site held by Tar Sands Holdings II LLC ("TSHII") in Utah,
USA, as well as potentially exploiting other opportunities
available to it.
Post the reporting period end, the Company has continued to seek
to secure the requisite funding package for Greenfield's
development, with the primary scenario involving the potential
disposal of a majority stake in Greenfield to a partner 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 the Company, and
the provision of a sizeable funding package to Greenfield. While
taking longer than hoped, discussions remain ongoing and, based on
conversations to date, the Board remains optimistic that suitable
funding arrangements can be successfully concluded during the
remainder of 2023 despite the current challenging global
macroeconomic environment. Following recent agreement with the
vendor of TSHII, the deadline for Greenfield to potentially
exercise its option over the remaining 90% ownership and membership
rights and interests (the "Membership Interests") in TSHII has
recently been extended to 31 December 2023.
Permitting for the planned in-situ oil recovery/production wells
at TSHII is ongoing. Labour shortages at the relevant US permitting
authority along with a general increase in the number of permit
applications being made has resulted in significant delays. It is
currently hoped that the Company's first production well permit
will be secured in Q3 2023.
Funding activities
Since the Company's financial year end on 30 September 2022, the
previously announced unsecured Convertible Loan facility of
GBP750,000 principal amount, drawn down in two equal tranches in
September and October 2022, was converted in full together with
accrued interest thereon into a total of 232,140,577 new ordinary
shares at an average price of approximately 0.34 pence per share. A
total of 105,000,000 two year warrants exercisable at a price of
0.75 pence per share were issued to the Convertible Loan
subscribers and the Company's broker in connection with the
facility and remain outstanding. The proceeds from the facility
were utilised, inter alia, to repay a proportion of the outstanding
unsecured loan previously advanced to Greenfield by Valkor Oil
& Gas LLC (the "Valkor Loan"). The principal amount outstanding
in respect of the Valkor Loan is currently approximately GBP0.47
million which is repayable on completion of a suitable funding
transaction for Greenfield.
On 30 November 2022, the Company raised gross proceeds of
GBP0.925 million via the placing of 264,285,714 new ordinary shares
at a price of 0.35 pence per share. 15,857,143 two year warrants
exercisable at a price of 0.35 pence per share were issued to the
Company's broker in connection with the placing and remain
outstanding. An initial GBP250,000 tranche of an additional
committed Convertible Loan facility of up to GBP1m was drawn down
in April 2023 (of which GBP225,000 principal amount has since been
converted to date), however, the remainder of such facility was
subsequently cancelled and materially replaced by way of a
GBP500,000 gross placing and subscription in June 2023 at a price
of 0.08 pence per share. This funding was secured in order to,
inter alia, further progress Greenfield's short-term plans and
preparations in relation to the TSHII site.
The net proceeds are also being utilised to cover the Company's
expenses in relation to an ongoing exercise seeking to secure
potential funding of up to US$200 million for Greenfield. Whilst
there can be no certainty that such funding negotiations and
proposed arrangements will be satisfactorily concluded, nor as to
the precise terms of any such funding package, such non-equity
financing, if secured, would enable Greenfield to acquire the
remaining 90% of the Membership Interests in TSHII and cover the
currently estimated construction costs of an initial 6,000 tonnes
per day oil sands separation plant and the requisite associated
supporting infrastructure to enable the future mining of oil
bearing sands at the TSHII site.
Summary
Our continued focus is on progressing our plans for Greenfield
and unlocking the significant potential that we see in the TSHII
site and planned extraction methodology.
Greenfield is engaged in ongoing discussions regarding possible
funding options to potentially achieve the ultimate acquisition of
100% of the TSHII Membership Interests, as well as the proposed
drilling of several oil production wells and the future
construction of the planned initial 6,000 tonnes per day separation
plant, whilst progressing other preparatory work. Whilst there can
be no certainty that the Company and Greenfield can secure the
requisite funding and further well permitting required, I am
optimistic, based on discussions with potential funders to date,
that the requisite funding package to implement our plans can be
secured during the remainder of 2023 and thank all of our
stakeholders for their continued patience and support.
These continue to be very exciting times for TomCo as we look to
realise Greenfield's significant long- term potential.
Malcolm Groat
Non-Executive Chairman
Enquiries :
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 by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019.
Condensed consolidated statement of comprehensive income
For the six-month period ended 31 March 2023
Unaudited Unaudited Audited
Six months Six months Year ended
ended ended 30 September
31 March 31 March
2023 2022 2022
Note GBP'000 GBP'000 GBP'000
------------------------------------------ ---- ----------- ----------- -------------
Other income 86 23 73
------------------------------------------ ---- ----------- ----------- -------------
Cost of sales - - -
------------------------------------------ ---- ----------- ----------- -------------
Gross profit/(loss) 86 23 73
Administrative expenses (555) (753) (1,519)
Foreign exchange (losses)/gains (699) 116 990
------------------------------------------ ---- ----------- ----------- -------------
Operating loss 3 (1,168) (614) (456)
Finance costs (277) (64) (234)
Loss on ordinary activities before
taxation (1,445) (678) (690)
Taxation - - -
------------------------------------------ ---- ----------- ----------- -------------
Loss from continuing operations (1,445) (678) (690)
Loss for the period/year attributable
to :
Equity shareholders of the parent (1,445) (678) (690)
(1,445) (678) (690)
------------------------------------------ ---- ----------- ----------- -------------
Items that may be reclassified subsequently to
profit or loss
Exchange differences on translation
of foreign operations
Other comprehensive income for the year attributable
to :
Equity shareholders of the parent 3 (1) 26
Non-controlling interests - (11) (11)
Other comprehensive income 3 (12) 15
Total comprehensive loss attributable
to :
Equity shareholders of the parent (1,442) (679) (664)
Non-controlling interests - (11) (11)
------------------------------------------ ---- ----------- ----------- -------------
(1,442) (690) (675)
------------------------------------------ ---- ----------- ----------- -------------
Loss per share attributable to the equity shareholders
of the parent
------------------------------------------------------------- ----------- -------------
Basic & Diluted Loss per share (pence) 4 (0.07) (0.04) (0.04)
------------------------------------------ ---- ----------- ----------- -------------
Condensed consolidated statement of financial position
As at 31 March 2023
Unaudited Unaudited
Six months Six months Audited
ended ended Year ended
31 March 31 March 30 September
2023 2022 2022
Note GBP'000 GBP'000 GBP'000
---------------------------------------- ---- ----------- ------------ ---------------
Assets
Non-current assets
Intangible assets 5 4,594 3,989 5,033
Property, plant and equipment - - -
Investments at FVTPL 1,619 1,523 1,830
Other receivables 39 26 23
---------------------------------------- ---- ----------- ------------ ---------------
6,252 5,538 6,886
---------------------------------------- ---- ----------- ------------ ---------------
Current assets
Trade and other receivables 116 115 101
Cash and cash equivalents 132 1,124 206
---------------------------------------- ---- ----------- ------------ ---------------
248 1,239 307
---------------------------------------- ---- ----------- ------------ ---------------
Total Assets 6,500 6,777 7,193
---------------------------------------- ---- ----------- ------------ ---------------
Liabilities
Current liabilities
Loans (607) (1,208) (1,144)
Convertible loan-debt element - - (148)
Convertible loan-derivative liability - - (143)
Trade and other payables (130) (384) (346)
(737) (1,592) (1,781)
---------------------------------------- ---- ----------- ------------ ---------------
Net current liabilities (489) (353) (1,474)
---------------------------------------- ---- ----------- ------------ ---------------
Total liabilities (737) (1,592) (1,781)
---------------------------------------- ---- ----------- ------------ ---------------
Total Net Assets 5,763 5,185 5,412
---------------------------------------- ---- ----------- ------------ ---------------
Shareholders' equity
Share capital - - -
Share premium 34,148 32,527 32,527
Warrant reserve 8 338 2,145 1,374
Translation reserve (196) (231) (199)
Retained deficit (28,527) (29,256) (28,290)
---------------------------------------- ---- ----------- ------------ ---------------
Equity attributable to owners of the
parent 5,763 5,185 5,412
Total Equity 5,763 5,185 5,412
---------------------------------------- ---- ----------- ------------ ---------------
The above financial information was approved and authorised for
issue by the Board of Directors on 29 June 2023 and was signed on
its behalf by:
J Potter
Director
Condensed consolidated statement of changes in equity
For the six months ended 31 March 2023
Share Share Warrant Translation Retained Non-controlling Total
capital premium reserve reserve deficit Total interest equity
----------------------- -----
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- ----- -------- -------- -------- ----------- -------- ------- --------------- -------
At 30 September
2021 (audited) - 31,142 2,579 (225) (28,688) 4,808 (443) 4,365
------------------------------ -------- -------- -------- ----------- -------- ------- --------------- -------
Loss for the period - - - - (678) (678) - (678)
Comprehensive loss
for the period - - - (1) - (1) (11) (12)
------------------------------ -------- -------- -------- ----------- -------- ------- --------------- -------
Total comprehensive
loss for the period - - - (1) (678) (679) (11) (690)
Issue of shares
(net of costs) - 1,385 - - - 1,385 - 1,385
Purchase of non-controlling
interest - - - (5) (460) (465) 454 (11)
Exercise of warrants - - (140) - 140 - - -
Expiry of warrants - - (294) - 294 - - -
Share-based payment
charge - - - - 136 136 - 136
------------------------------ -------- -------- -------- ----------- -------- ------- --------------- -------
At 31 March 2022
(unaudited) - 32,527 2,145 (231) (29,256) 5,185 - 5,185
------------------------------ -------- -------- -------- ----------- -------- ------- --------------- -------
Loss for the period - - - - (12) (12) - (12)
Comprehensive income
for the period - - - 27 - 27 - 27
------------------------------ -------- -------- -------- ----------- -------- ------- --------------- -------
Total comprehensive
income for the perio
d - - - 27 (12) 15 - 15
Transfer 5 (5) - - -
Issue of finance 165 - - 165 - 165
Expiry of warrants - - (936) - 936 - - -
Share based payment
charge - - - - 47 47 - 47
At 30 September
2022 (audited) - 32,527 1,374 (199) (28,290) 5,412 - 5,412
------------------------------ -------- -------- -------- ----------- -------- ------- --------------- -------
Loss for the period - - - - (1,445) (1,445) - (1,445)
Comprehensive income
for the period - - - 3 - 3 - 3
------------------------------ -------- -------- -------- ----------- -------- ------- --------------- -------
Total comprehensive
loss for the period - - - 3 (1,445) (1,442) - (1,442)
Issue of shares
(net of costs) - 1,621 32 - - 1,653 - 1,653
Issue of finance - - 140 - - 140 - 140
Expiry of warrants - - (1,208) - 1,208 - - -
At 31 March 2023
(unaudited) - 34,148 338 (196) (28,527) 5,763 - 5,763
------------------------------ -------- -------- -------- ----------- -------- ------- --------------- -------
The following describes the nature and purpose of each reserve
within owners' equity:
Reserve Description and purpose
Share capital Amount subscribed for share capital at nominal value,
together with transfers to share premium upon redenomination
of the shares to nil par value.
Share premium Amount subscribed for share capital in excess of nominal
value, together with transfers from share capital
upon redenomination of the shares to nil par value.
Warrant reserve Amounts credited to equity in respect of warrants
to acquire ordinary shares in the Company.
Translation reserve Amounts debited or credited to equity arising from
translating the results of subsidiary entities whose
functional currency is not sterling.
Retained deficit Cumulative net gains and losses recognised in the
consolidated statement of comprehensive income.
Non-Controlling Amounts attributable to the non-controlling interest
Interests in TurboShale Inc.
Condensed consolidated statement of cash flows
For the period ended 31 March 2023
Unaudited Unaudited Audited
Six months Six months Year ended
ended 31 ended 31 30 September
March 2023 March 2022 2022
Note GBP'000 GBP'000 GBP'000
--------------------------------------------- ---- ----------- --------------------- -------------
Cash flows from operating activities
Loss after tax (1,445) (678) (690)
Finance costs 276 64 234
Amortisation of intangible fixed - - -
assets
Share-based payment charge - 136 194
Unrealised foreign exchange losses/(gains) 700 (121) (1,039)
(Increase)/decrease in trade and
other receivables (9) (11) 24
(Decrease)/increase in trade and
other payables (213) 49 5
--------------------------------------------- ---- ----------- --------------------- -------------
Cash used in operations (691) (561) (1,272)
Interest received/(paid) (54) - (153)
Net cash outflows from operating
activities (745) (561) (1,425)
Cash flows from investing activities
Investment in intangibles 5 (146) (411) (637)
Purchase of investments at FVTPL 6 - (1,115) (1,171)
Purchase of non-controlling interest - (11) (11)
Net cash used in investing activities (146) (1,537) (1,819)
--------------------------------------------- ---- ----------- --------------------- -------------
Cash flows from financing activities
Issue of share capital 925 1,460 1,460
Costs of share issue (61) (75) (75)
Settlement of options - - (10)
Loan finance (422) 1,111 973
Convertible loans 375 - 375
Net cash generated from financing
activities 817 2,496 2,723
--------------------------------------------- ---- ----------- --------------------- -------------
Net (decrease)/increase in cash
and cash equivalents (74) 398 (521)
Cash and cash equivalents at beginning
of financial period 206 726 726
--------------------------------------------- ---- ----------- --------------------- -------------
Foreign currency translation differences - - 1
--------------------------------------------- ---- ----------- --------------------- -------------
Cash and cash equivalents at end
of financial period 132 1,124 206
--------------------------------------------- ---- ----------- --------------------- -------------
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL
INFORMATION
1. Accounting Policies
Basis of Preparation
The unaudited condensed consolidated interim financial
information of TomCo Energy plc ("TomCo" or the "Company") for the
six months ended 31 March 2023, comprises the Company and its
subsidiaries (together referred to as the "Group").
The unaudited condensed interim financial information for the
Group has been prepared using the recognition and measurement
requirements of International Financial Reporting Standards (IFRS
and IFRIC interpretations) issued by the International Accounting
Standards Board ("IASB") as adopted for use in the EU, with the
exception of IAS 34 Interim Financial Reporting that is not
mandatory for companies quoted on the AIM market of the London
Stock Exchange. The unaudited condensed consolidated interim
financial information has been prepared using the accounting
policies which will be applied in the Group's statutory financial
information for the year ending 30 September 2023.
There were no new standards, interpretations and amendments to
published standards effective in the reporting period which had a
significant impact on the Group.
Going concern
As at 29 June 2023, the Group had cash reserves of approximately
GBP415k, and an outstanding loan due to Valkor Oil & Gas LLC of
approximately GBP0.47 million (approximately US$0.6 million) which
is repayable on completion of a suitable funding transaction for
Greenfield.
The Directors have prepared a cash flow forecast for the period
to 30 June 2024. The forecast, which includes capital expenditure
committed at the date of this interim report, indicates that the
Group will need to raise additional finance in order to continue as
a going concern. In particular, the payment which is due by
Greenfield in respect of the potential exercise of the option over
the remaining 90% Membership Interests in TSHII by 31 December 2023
of US$17,250,000, requires sufficient additional funding to be
raised prior to December 2023, otherwise such option will lapse.
Should the option lapse because sufficient funding cannot be
secured, then the Group's current business plan would be curtailed
but, in the Board's view, the Group would remain a going concern
subject to the occurrence of other currently unforeseen events.
The Directors note that because of both the lingering economic
effects of the COVID-19 pandemic and the ongoing war in Ukraine
there remains considerable uncertainty in respect of the global
economy and oil prices continue to be volatile, which may have
implications with regards to obtaining additional funding, either
for the Group's day-to-day operations or additional capital
expenditure/development activities.
The cash reserves currently held by the Group are insufficient
to fund ongoing overhead costs for the next 12 months. However,
based on a history of successfully raising additional funds when
needed, the Directors have a reasonable expectation that the Group
will be able to raise the required additional funds as
necessary.
The above conditions represent a material uncertainty which may
cast significant doubt over the Group's ability to continue as a
going concern such that it may be unable to realise its assets and
discharge its liabilities in the normal course of business. Whilst
acknowledging this material uncertainty, the Directors remain
confident of raising additional funds as and when required such
that the Directors consider it appropriate to prepare the unaudited
condensed consolidated interim financial information on a going
concern basis. The unaudited condensed consolidated interim
financial statements do not include the adjustments that would
result if the Group was unable to continue as a going concern.
2. Financial reporting period
The unaudited condensed consolidated interim financial
information incorporates comparative figures for the unaudited
six-month interim period to 31 March 2022, and the audited
financial year ended 30 September 2022. The six-month financial
information to 31 March 2023 is neither audited nor reviewed. The
Directors consider the unaudited condensed consolidated interim
financial information for the period to be a fair representation of
the financial position, results from operations and cash flows for
the period in conformity with the generally accepted accounting
principles consistently applied.
The financial information contained in this unaudited interim
report does not constitute statutory accounts as defined by the
Isle of Man Companies Act 2006. It does not include all disclosures
that would otherwise be required in a complete set of financial
statements and should be read in conjunction with the 2022 Annual
Report and Financial Statements. The comparatives for the full year
ended 30 September 2022 are not the Group's full statutory accounts
for that year. The auditors' report on those accounts was
unqualified.
3. Operating Loss
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2023 2022 2022
GBP'000 GBP'000 GBP'000
------------------------------------------------ ----------- ----------- -------------
The following items have been charged in arriving at operating loss :
Directors' remuneration 232 234 362
Share-based payment charges - 136 183
Auditors' remuneration 21 22 40
Operating leases for land and buildings-short
term assets - 12 26
------------------------------------------------ ----------- ----------- -------------
4. Loss per share
Basic loss per share is calculated by dividing the losses
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period concerned.
Reconciliations of the losses and weighted average number of shares
used in the calculations are set out below.
Weighted average Per share
Losses number of shares amount
Six months ended 31 March 2023 GBP'000 Pence
--------------------------------- -------- ------------------ ----------
Basic and Diluted EPS
Losses attributable to ordinary
shareholders f rom continuing
operations (1,445) 2,140,894,581 (0.07)
--------------------------------- -------- ------------------ ----------
Weighted average Per share
Losses number of shares amount
Six months ended 31 March 2022 GBP'000 Pence
--------------------------------- -------- ------------------ ----------
Basic and Diluted EPS
Losses attributable to ordinary
shareholders from continuing
operations (678) 1,573,769,286 (0.04)
--------------------------------- -------- ------------------ ----------
Weighted average Per share
Losses number of shares amount
Year ended 30 September 2022 GBP'000 Pence
--------------------------------- -------- ------------------ ----------
Basic and Diluted EPS
Losses attributable to ordinary
shareholders f rom continuing
operations (690) 1,661,402,854 (0.04)
--------------------------------- -------- ------------------ ----------
5. Intangible assets
Oil & Gas Exploration Oil & Gas Oil &Gas
and development Patents and Development
licences patent applications expenditure Total
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- --------------------- -------------------- ------------ ---------
Cost, net of impairment and amortisation
At 30 September 2021 (audited) - - 3,947 3,947
Additions 139 - 272 411
Adjustment to previously
recognised asset - - (482) (482)
Translation differences
and amortisation 3 - 110 113
--------------------------------- --------------------- -------------------- ------------ ---------
At 31 March 2022 (unaudited) 142 - 3,847 3,989
Additions 65 - 161 226
Adjustment to previously
recognised asset - - 346 346
Translation differences
and amortisation 32 - 440 472
--------------------------------- --------------------- -------------------- ------------ ---------
At 30 September 2022 (audited) 239 - 4,794 5,033
Additions 7 - 139 146
Translation differences
and amortisation (28) - (557) (585)
--------------------------------- --------------------- -------------------- ------------ ---------
At 31 March 2023 (unaudited) 218 - 4,376 4,594
--------------------------------- --------------------- -------------------- ------------ ---------
Net book value
At 31 March 2023 (unaudited) 218 - 4,376 4,594
--------------------------------- --------------------- -------------------- ------------ ---------
At 30 September 2022 (audited) 239 - 4,794 5,033
--------------------------------- --------------------- -------------------- ------------ ---------
At 31 March 2022 (unaudited) 142 - 3,847 3,989
--------------------------------- --------------------- -------------------- ------------ ---------
A wholly owned subsidiary of Greenfield, AC Oil LLC, entered
into a 10-year lease from 15 November 2021 to explore for oil, gas,
hydrocarbons and all associated substances over a 320-acre site in
Uintah County, Utah, USA owned by Tar Sands Holdings II LLC.
During the year ended 30 September 2022, creditors of GBP136,000
in respect of additions to development expenditure in 2022 were
waived.
6. Investment at FVTPL
GBP'000
----------------------------------------- ------------------
At 31 March 2022 1,523
Additions 56
Other comprehensive income-translation
differences 251
------------------------------------------- ------------------
At 30 September 2022 (audited) 1,830
Other comprehensive income-translation
differences (211)
------------------------------------------- ------------------
At 31 March 2023 1,619
------------------------------------------- ------------------
In November 2021, Greenfield completed the purchase of a 10%
ownership interest in TSHII. This investment is carried at cost.
The Group had an option to purchase the remaining 90% Membership
Interests in TSHII by 30 April 2023 for US$16.25 million. An
extension to 31 December 2023 was granted to the Company post the
reporting period end and the amount due on potential future
exercise has been increased to US$17.25 million. The option is
recorded at its cost of nil on the basis that there is no reliable
fair value for this instrument.
7. Share Capital
31 March 31 March 30 September
2023 2022 2022
unaudited Unaudited audited
Number of Number of Number of
shares shares shares
--------------------------- -------------- -------------- --------------
Issued and fully paid
Number of ordinary shares
of no par value 2,244,504,969 1,748,078,678 1,748,078,678
--------------------------- -------------- -------------- --------------
8. Warrants
31 March 31 March 30 September
2023 2022 2022
unaudited Unaudited Audited
--------------------------- ------------ ------------- -------------
Outstanding (number) 162,523,803 5 84,552,350 452,427,350
Exercisable (number) 162,523,803 584,552,350 452,427,350
Weighted average exercise
price (pence) 0.67 0.9 0.88
--------------------------- ------------ ------------- -------------
9. Post reporting date events
a) On 6 June 2023, the Company announced that Greenfield's
option to potentially purchase the remaining 90% Membership
Interests in TSHII had been extended to 31 December 2023 with an
increased exercise price of US$17.25m.
b) On 30 March 2023, the Company announced that it had obtained
an additional unsecured committed convertible loan facility of up
to GBP1 million via a convertible loan note instrument and
associated subscription and put option agreement of which an
initial GBP250,000 tranche was subsequently drawn down on 24 April
2023. A fixed interest coupon of 5% applied to each sum drawn down.
The conversion price per new ordinary share under the facility was
determined as the lower of: (i) 0.60 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%. By the period end,
warrants over 41,666,667 new ordinary shares at an exercise price
of 0.60p per share had been issued to the convertible loan
subscribers in connection with the facility, exercisable over 3
years. Warrants over a further 41,666,667 new ordinary were issued
on similar terms to the subscribers on drawdown of the initial
tranche, together with warrants over 10,000,000 new ordinary shares
at an exercise price of 0.60p per share exercisable over 2 years to
the Company's broker. To date, GBP225k of the initial tranche,
together with accrued interest thereon, has been converted into, in
aggregate, 150,564,248 new ordinary shares at an average price of
approximately 0.157 pence per share.
c) On 14 June 2023, the Company announced that the
abovementioned convertible loan facility had been cancelled and the
remaining principal amount materially replaced by a fundraising
involving the issue of, in aggregate, 625,000,000 new ordinary
shares at a price of 0.08p per share, to raise GBP500,000 gross.
Warrants over 30,000,000 new ordinary shares at an exercise price
of 0.08p per share exercisable over 2 years were issued to the
Company's broker in connection with such fundraising.
- ENDs -
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