First Day of Dealings

RNS Number : 7545K

TomCo Energy PLC

21 July 2011

 



21 July 2011

TOMCO ENERGY PLC

First Day of Dealings

TomCo Energy Plc ("TomCo" or the "Company") today announces the commencement of dealings in its ordinary shares ("Ordinary Shares") on the AIM market of the London Stock Exchange under TIDM code TOM.  The Admission of TomCo follows a £3.5 million fundraising under a placing and open offer, the completion of which was announced on 1 July 2011.

Highlights

·      Independently assessed 230m barrels of potential recoverable kerogen oil, including 123m barrels at Holliday Block of Indicated Resource targeted for development

·      £3.5m raised to fund continued development at Holliday Block, Uintah County, Utah, USA and Working Capital

·      Acquired the means of production through closing of $2m technology licence with Red Leaf Resources Inc for the EcoShale™ In-Capsule Process technology for the extraction of oil from oil shale

Overview of TomCo

TomCo is focused on the development of and future production at the Company's oil shale project in the state of Utah, USA. The Company intends to use the EcoShale™ In-Capsule Process, an innovative technology developed by Red Leaf Resources Inc ("Red Leaf") to extract oil from the Company's oil shale leases ("Oil Shale Leases"), which comprise approximately 2,919 acres in the Uintah Basin, Utah, where oil shale resources are widely distributed within sedimentary rocks of the Green River Formation.

SRK Consulting (UK) Limited ("SRK Consulting"), the Competent Person whose full report is set out in the admission document, estimates that the Oil Shale Leases located on the Holliday Block contain an Indicated Mineral Resource as defined by the JORC Code, of approximately 123 million bbl, which have the potential to be exploited using the EcoShale™ In-Capsule Process.

The EcoShale™ In-Capsule Process

Oil shale is mined and placed in a large clay lined "capsule". The surface area is approximately 12 acres with a depth generally less than 100 feet. Expendable heating pipe loops are placed in the capsule with the oil shale. External blowers are used to force the hot flue gas from natural gas burners through the pipe loops to heat the oil shale. Heating oil shale to recover oil and gas is a long proven and reliable process. Collection pipes are located at the top and bottom of the capsule to recover gas and oil respectively. Upon depletion, the pipes in the capsule are sealed to prevent water contamination and the capsule is covered with top soil and seeded with native vegetation. The key design challenge is extracting the oil and gas from the capsule.

Currently the EcoShale™ In-Capsule Process has been demonstrated in Seep Ridge with a pilot run. The results of the pilot were analyzed and Red Leaf, the operator of Seep Ridge, is in the process of conducting front end engineering design (FEED) for a full scale commercial demonstration, with first oil targeted in late 2013. The pilot results are encouraging and indicative of commercial success.

The strengths of the EcoShale™ In-Capsule process include:

·      Low water requirements

·      Low emission natural gas heating

·      Residual natural gas production sufficient to sustain 90% of the process

·      Capsule design prevents aquifer contamination

·      Process utilises "off the shelf" equipment and materials, as well as conventional construction and mining processes

Financing and Admission

The Admission concludes the refinancing undertaken by the Company since the cancellation of its admission to AIM in August 2009 comprising the investments totalling £4.85 million by Kenglo One Limited ("Kenglo") between December 2009 and December 2010, by way of equity, convertible debt and secured debt, as further detailed below; and a placing and open offer announced on 27 April 2011, which raised a further £3.5 million ("Placing and Open Offer").

Following completion of the £3.5 million fundraising, Kenglo agreed to convert £1,920,000 of its outstanding debt and interest into 192,000,000 Ordinary Shares so that its equity in the enlarged share capital at Admission is 29.9 per cent. of the Ordinary Shares. On this basis, Kenglo will retain £1,004,602 of outstanding convertible loans as at Admission, which will be converted into Ordinary Shares if either granted a Rule 9 waiver by the Takeover Panel or in circumstances where conversion would not result in it holding more than 29.9 per cent. of the issued share capital of the Company.

Strategy

TomCo now intends to commence technical studies aimed at determining the technical and economic viability of exploiting the mineral resource presented above via a mining and processing operation similar to that envisaged by Red Leaf at its Seep Ridge Project. The work planned for the remainder of 2011 and for 2012 is preparatory work for a development project and comprises mining/geotechnical work, infrastructure studies and environmental and hydrological baseline studies. In addition SRK Consulting has recommended, and TomCo has allowed for, a more detailed airborne topographic survey, a programme of check assaying at a second laboratory and the detailed outcrop mapping of the Mahogany Zone within the Holliday Block lease area.

In addition TomCo will need to obtain a number of regulatory permits including, among others, a Large Mine Permit, the air quality, water quality, storm water and hazardous water permits, ground water rights and buildings, roads and conditional use permits.

Stephen Komlosy, CEO of TomCo said: "With 123m barrels of Indicated Mineral Resource already established, and the Red Leaf Licence in place, the Company will focus on the development of Holliday Block with a view to creating a 9,500 bopd production facility following on from the Red Leaf project at Seep Ridge where they are targeting first oil in late 2013. The EcoShale™ In-Capsule Process has been tested and is more environmentally friendly than other oil-shale extraction techniques and the pilot results from Seep Ridge are extremely encouraging."

Contact:
Sir Nicholas Bonsor	Chairman	TomCo	020 7766 0078
Stephen Komlosy	CEO	TomCo	020 7766 0078
Tom Price/Petre Norton		Westhouse Securities	020 7601 6100
Laurence Read/Richard Gotla		Threadneedle Communications	0207 653 9855

Further Information

Background and history

The Company, which is incorporated and registered in the Isle of Man, undertook a reverse acquisition of The Oil Mining Company Inc ("The Oil Mining Company") in January 2007. The Oil Mining Company was formed to hold the Oil Shale Leases comprising approximately 2,919 acres within the Green River Formation and estimated to contain 230 million barrels of potential kerogen oil. TomCo thereby acquired the right under the Oil Shale Leases to prospect, mine, drill and remove oil shale from the land the subject of the Oil Shale Leases. Further information on the Oil Shale Leases and oil shale is contained in the Company's admission document.

Following the reverse acquisition of The Oil Mining Company, TomCo's strategy was to acquire and develop a portfolio of conventional energy resource assets in the USA, principally focusing on non-operating interests in shallow producing oil wells, to provide an early cash flow to the Company. As a result, a number of US oil assets were acquired during the early part of 2007. These assets are no longer operating, save for one which is financially immaterial.

With the increase in oil prices during the course of 2007, the Company began to look outside the USA to expand its operational base. In January 2008, TomCo signed a letter of intent with Avenue Group Inc ("Avenue"), a New York based oil and gas company. The Company subsequently announced, in April 2008, the acquisition of working interests in two contiguous onshore petroleum licences in Israel from Avenue, covering the Heletz Field in southern Israel.

On 11 February 2009, the Company's Ordinary Shares were suspended from trading on AIM pending clarification of the Company's financial position. This was a result of contractual difficulties in relation to the Israeli Licences and resulted in an immediate funding requirement to enable the Company to service its debts and obligations under the agreement with Avenue and to enable it to continue operating.

Although the Company had secured a £5,000,000 equity line of credit with GEM Global Yield Fund Limited, as announced on 15 January 2009, the Company was unable to draw down sufficient monies from this facility as a consequence of the suspension of trading in the Ordinary Shares. As a result of the continued uncertainty relating to the Company's financial position, the Company's Ordinary Shares were cancelled from trading on AIM on 11 August 2009 in accordance with the AIM Rules.

In order to allow the Company to focus on the development of the Oil Shale Leases, TomCo signed a compromise agreement with Avenue on 22 December 2010 ("Compromise Agreement"). Under the Compromise Agreement, the Company has rescinded its interests in the Heletz Field asset in return for an indemnity from any liability in the future arising out of the Heletz Field asset, and the issue to TomCo of shares equal to ten per cent. of the issued share capital of Avenue Energy Israel Limited, a wholly owned subsidiary of Avenue, as at the date of issue.

On 14 December 2009, the Company announced a £1,350,000 equity investment by Kenglo. Kenglo also agreed to provide additional funding to the Company via the provision of a convertible loan of £2,000,000 entered into on 29 December 2009, a convertible loan of £500,000 entered into on 5 August 2010 and a secured loan of £1,000,000 entered into on 31 December 2010.

The £1,000,000 loan advanced on 31 December 2010 was used in part to satisfy the Company's obligation to make a final payment of US$1,000,000 to Red Leaf, pursuant to a licence agreement with Red Leaf, with the remainder being used as working capital. The repayment dates for the remaining amounts of the convertible loans have been extended to 31 December 2014 and interest shall not accrue for a period of 3 months from Admission, thereafter interest shall accrue at a rate of 6 per cent. per annum. Kenglo has agreed to convert such amount of the outstanding convertible loans, together with interest, into Ordinary Shares so that its shareholding in the Company will be 29.9 per cent. On Admission, Kenglo will have £1,004,602 of convertible loans outstanding which will be convertible at a price of 1 pence per Ordinary Share.

On 27 April 2011, the Company announced the Placing and Open Offer to raise a minimum of £3.5 million by the issue of new Ordinary Shares at 3p per share, which was subsequently amended to an issue of new Ordinary Shares at 1p per share. The Placing and Open Offer closed on 30 June 2011 and the Company raised £3,538,268. The Company is in receipt of the full amounts due under the Placing and Open Offer. In order to effect the Placing and Open Offer, the Company engaged Campbell O'Connor as its broker and Optiva Securities Limited as placing agent.

In conjunction with the Placing, the Company has entered into a project finance and management agreement with Capital Elements (UK) LLP, a subsidiary of Altima Partners LLP, under which it has the right to appoint a director to the Board. Two senior partners of Altima, Dominic Redfern and Mark Donegan, have become substantial shareholders in the Company as part of the Placing and Open Offer.

Copies of the Company's admission document are available from its website: www.tomcoenergy.com

Shares in issue

At Admission the enlarged number of Ordinary Shares in issue is 1,310,895,954.

Important Information

This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction in which such an offer is unlawful. In particular, this announcement is not for distribution by any means including electronic transmission in or into the United States or in or to any resident of Canada, Australia, Republic of Ireland, Republic of South Africa or Japan, their possessions or territories or to any of their citizens, or to any corporation, partnership or such entity created or organised under their laws. Any such distribution contrary to the above could result in a violation of the laws of such countries. In addition, the Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (Securities Act), or under any state securities laws and may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the Securities Act. Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States, or to any U.S. Person as defined in Regulation S under the Securities Act, including resident corporations, or other entities organised under the laws of the United States, or non U.S. branches or agencies of such corporations unless such offer, sale, pledge or transfer is registered under the Securities Act, or an exemption from registration is available. The Company does not currently plan to register the Ordinary Share under the Securities Act.

This announcement contains certain forward looking statements that involve risks and uncertainties. All statements other than statements of historical facts contained in this announcement, including statements regarding the Company's future financial position, business strategy and plans, business model and approach and objectives of management for future operations, are forward-looking statements. Generally, the forward-looking statements in this announcement use words like "anticipate", "believe", "could", "estimate", "expect", "future", "intend", "may", "opportunity", "plan", "potential", "project", "seek", "will" and similar terms. The Company's actual results could differ materially from those anticipated in the forward looking statements as a result of many factors, including the risks faced by the Company which are described in Part II and elsewhere in this announcement. Investors are urged to read this entire announcement carefully before making an investment decision. The forward looking statements in this announcement are based on the beliefs and assumptions of the Directors and information only as of the date of this announcement, and the forward looking events discussed in this announcement might not occur. Therefore, investors should not place any reliance on any forward looking statements. Except as required by law, the Directors undertake no obligation to publicly update any forward looking statements, whether as a result of new information, future earnings, or otherwise.

 

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