Acquisition
TomCo Energy PLC
02 April 2008
TomCo Energy plc
('TomCo' or 'the Company')
Acquisition of Heletz-Blur-Kokhav and Iris Oil Field Licenses in Israel
TomCo (AIM:TOM) is pleased to announce that on 1 April 2008 TomCo and its wholly
owned Israeli subsidiary, Luton-Kennedy Limited ('LKL') completed the
acquisition of interests in two onshore petroleum licenses in Israel from Avenue
Group Inc (AVNU.OB), a New York based US listed Oil & Gas Company, and its
wholly-owned subsidiary Avenue Energy Israel Limited (together referred to as
'AEI') (the 'Acquisition'). The interests acquired are a 50% interest in the
Heletz-Blur-Kokhav Licence and a 25% interest in the integral Iris License (the
'Licenses'), which include the original Heletz-Blur-Kokhav oilfield ('Heletz').
The concessions, covering over 68,000 gross acres, were recently awarded to AEI
by the Israel Petroleum Commission and are 3-year production and development
licenses which can be extended to 30-year production leases upon a significant
increase in the production from its current capability of 60 barrels of oil per
day ('bopd').
The Heletz field, located 55km south of Tel Aviv and 12km east of the
Mediterranean coast, is Israel's only onshore producing oil field. The field has
produced in excess of 17 million barrels of oil to date from Cretaceous sands,
with peak production of 4,000 bopd in the mid 1960's. The Israeli Government
estimates the original oil-in-place (OOIP) for the field to be 50.7 million bbls
with 2 million bbls of primary recoverable oil remaining, and studies suggest
over 5 million bbls of secondary recovery potential may exist. A number of
undrilled, deeper exploration prospects on the licenses have estimated potential
in excess of 100 million bbls.
AEI and LKL are commissioning an independent determination of the remaining
reserves for the Heletz field as one of the first steps in an active technical
programme designed to identify well re-completion and infill well drilling
targets, and to examine secondary recovery options. Production from the field
had declined to around 60 bpd by 2007, although TomCo expects that the
implementation of modern production and recovery methods and selected infill
drilling will significantly increase production over the next 24 months,
resulting in the granting of a 30-year production lease.
The terms of the Acquisition are as follows:
1. At completion TomCo paid a US$1 million fee to Avenue Group Inc. ('Avenue')
in respect of the transfer of the 50% and 25% interests in the Heletz oil
fields from Avenue to TomCo. Avenue and TomCo will now seek approval of this
transfer to TomCo from the Israeli Authorities with a formula to provide
TomCo with the effective benefit of the transfer in the event that no such
approval is forthcoming;
2. TomCo has issued to AEI 12,618,615 million ordinary shares of 0.5 pence each
in the Company ('Ordinary Shares') valued at approximately US$500,000 at a
price of 2p per share with a one year sale restriction ('Consideration
Shares');
3. TomCo has paid to AEI US$107,000 representing 50% of AEI costs incurred to
date in relation to the Licenses;
4. Over the three year Phase 1 period of the Licenses, TomCo and LKL will pay
up to a maximum US$4.5 million of oil field development costs;
5. TomCo and LKL will pay a further US$1.5 million fee to AEI at the time at
which a 30-year production lease is issued, which is expected to be at the
time production at the fields reaches 300 bopd; and
6. TomCo and LKL will pay a further US$5 million fee to AEI in the event that
gross recoverable reserves on the Licenses are declared by a recognized
independent, qualified assessor to be more than 10 million barrels.
To finance the Acquisition, TomCo has recently placed, in aggregate, 80,399,999
shares ('Placing Shares') at a price of 1.5p per share raising a total of
approximately £1.2m before expenses. Each two shares placed had an attached
warrant to subscribe for one new Ordinary Share at a strike price of 2.5p per
share with a 13 month term and a further Warrant to subscribe for one new
Ordinary Share at a strike price of 5p exercisable within 13 months of the date
of exercise of the first warrant. Application was made for 67,066,666 of the
Placing Shares to be admitted to AIM, and trading in these shares commenced 27
March 2008. Application has also been made for the remaining 13,333,333 Placing
Shares to be admitted to AIM and trading in these shares is expected to commence
on 3 April 2008.
Additionally, at completion of the Acquisition the Company issued a 24 month 8%
Convertible Loan Note to Trafalgar Capital Specialized Investment Fund
('Trafalgar') for €1,000,000 with a minimum convertibility at 2p per share. The
Company has also issued to Trafalgar 7,000,000 warrants with a three year term
with an exercise price calculated by means of a formula based around 90% of the
price at completion, and a fee of €25,000 which is satisfied by the issue of
1,179,562 shares at a price of 1.66p per share ('Trafalgar Shares'). In addition
to the Consideration Shares and Trafalgar Shares, the Company has issued 400,001
new Ordinary Shares in relation to the above placing on identical terms to the
aforementioned Placing Shares ('Fee Shares'). Accordingly, application has been
made for the Consideration Shares, Trafalgar Shares and the Fee Shares
representing, in aggregate 14,198,178 shares, to be admitted to AIM. Admission
is expected to become effective and dealings in the Consideration Shares,
Trafalgar Shares and Fee Shares to commence on 8 April 2008. Following the issue
of these shares the Company's issued share capital now consists of 538,049,151
ordinary shares with voting rights.
Howard Crosby, TomCo's Chief Executive Officer, commented:
'We are extremely pleased to be able to join with the US public company, Avenue
Group, to re-develop the highly potential Heletz-Blur-Kokhav and Iris oil fields
in Israel. To have the potential for in excess of 100 million bbls at deeper
levels is truly exciting and would, on its own, transform your company into a
serious E&P player within the oil & gas sector.
Whilst we believe that this acquisition creates major new horizons for your
company, we will continue to expand our portfolio, both in the USA and
internationally, in order to build your company into an oil company with both
significant production and an aggressive exploration programme.'
Web Site: www.tomcoenergy.com
Enquiries:
TomCo Energy Plc +44 (0)20 7808 4857
Howard Crosby
Strand Partners Ltd. +44 (0)20 7409 3494
Warren Pearce
Bankside Consultants Ltd. +44 (0)20 7367 8888
Simon Rothschild
Notes for Editors
TomCo Energy Plc is an AIM listed Oil company with conventional oil investments
in the USA and an estimated 230m bbls of oil equivalent in Utah oil shale
leases. The CEO, Howard Crosby is a successful serial oil and resources
entrepreneur.
This information is provided by RNS
The company news service from the London Stock Exchange