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Pin to quick picksTomco Energy Regulatory News (TOM)

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Half Yearly Report

10 May 2013 07:00

RNS Number : 3928E
TomCo Energy PLC
10 May 2013
 



 

10 May 2013

TomCo Energy Plc

("TomCo" or "the Company")

 

Unaudited interim results for the six months ended 31 March 2013

 

TomCo Energy PLC (AIM: TOM), the oil shale exploration and development company focused on using innovative technology to unlock unconventional hydrocarbon resources, announces its interim results for the six months ended 31 March 2013.

 

HIGHLIGHTS

·; Successfully raised £1.781 million through a share placing where proceeds will be used to advance permitting required for commercial production at the Company's Holliday project and for general working capital purposes

·; The United States Army Corps of Engineers has issued the Company's Holliday project a nationwide 401 permit

 

On 28 January 2013, the Group announced it had entered into a Liquidity Facility Agreement and an associated Promissory Note (together the "Liquidity Facility") with Windsor Capital Partners Limited ("Windsor Capital"). Under the Liquidity Facility TomCo has issued and allotted 100 million ordinary shares of 0.5p each ("Ordinary Shares"), representing an increase of 6% on the then current number of shares in issue, to Windsor Capital in exchange for the Promissory Note. The Liquidity Facility allows the Company to access capital using the natural liquidity that is available in the Company's shares in a more cost-effective manner than a traditional equity line product.

 

On 7 March 2013, the Group announced that it had successfully raised £1.781 million, before expenses, through a share placing of 148,406,526 new ordinary shares of 0.5p each at a price of 1.2p per share. The Placing was supported by a number of new financial institutions as well as certain existing shareholders. The net proceeds from the Placing are to be used by TomCo to advance the permits required for commercial production at the Company's Holliday project and for general working capital purposes.

 

During the reporting period, the United States Army Corps of Engineers issued the Group a nationwide 401 permit so the Group will need to prepare an Environmental Assessment ("EA") under Utah state environmental law and not an Environmental Impact Statement ("EIS") under United States federal environmental law. The EA is a far more expedient and economic option to prepare than an EIS. The Directors believe that the Utah government is supportive of the development of oil shale in the state, which should aid the EA process.

 

TomCo has previously reported that it was working on providing SRK Consulting (UK) Limited with the required technical reports to enable the Company's JORC compliant Resource to be upgraded to a JORC compliant Ore Reserve by the end of the first quarter of 2013. The Company continues to work with Red Leaf Resources Inc ("Red Leaf") to supply updated capital and operating costs for the EcoShale™ process on TomCo's Holliday Block. Accordingly, until these updated capital and operating costs are received, the Board cannot provide an accurate estimate on when the JORC compliant Ore Reserve will be published.

Red Leaf's focus is on executing the Early Production System ('EPS') phase of its joint venture with Total. The goal of the EPS is the construction of a large scale capsule. Questerre Energy Corporation has reported that capsule construction is planned for late 2013 with first oil expected in 2014.

 

Enquiries:

 

For further information, please visit www.tomcoenergy.uk.com or contact:

 

TomCo Energy Plc

Paul Rankine, CEO/Miikka Haromo, CFO

 

Tel: +44 20 7766 0070

Fox-Davies Capital Ltd (Nomad and Broker)

Susan Walker/Richard Hail

 

Tel: +44 20 3463 5000

Tavistock Communications (Financial PR & IR)

Ed Portman/Conrad Harrington/Jos Simson

 

Tel: +44 20 7920 3150

Condensed consolidated statement of comprehensive income

For the period ended 31 March 2013

  

Unaudited

Six months

 ended

31 March

Unaudited

Six months

 ended

31 March

Audited

Year

 ended

30 September

2013

2012

2012

£'000

£'000

£'000

Revenue

4

7

13

Cost of sales

(3)

(2)

(4)

Gross profit

1

5

9

Administrative expenses

4

(403)

(504)

(1,013)

Operating loss

(402)

(499)

(1,004)

Finance income

Finance costs

Derivative expense

-

-

-

-

-

(556)

1

(9)

(556)

Loss on ordinary activities before taxation

(402)

(1,055)

(1,568)

Taxation

-

-

-

Loss from continuing operations

(402)

(1,055)

(1,568)

Loss for the year and total comprehensive income attributable to equity shareholders of the parent

(402)

(1,055)

(1,568)

 

 

 

Note

Unaudited

Six months

 ended

31 March

Unaudited

Six months

 ended

31 March

Audited

Year

 ended

30 September

2013

2012

2012

Pence per share

Pence per share

Pence per share

Loss per share attributable to the equity shareholders of the parent

Basic & Diluted Loss per share

5

(0.02)

(0.07)

(0.10)

Condensed consolidated statement of financial position

As at 31 March 2013

Note

Unaudited

Six months

 ended

31 March

Unaudited

Six months

 ended

31 March

Audited

Year

 ended

30 September

2013

2012

2012

£'000

£'000

£'000

Assets

Non‑current assets

Intangible assets

6

8,095

8,067

8,095

Property, plant and equipment

9

11

9

Available for sale financial assets

7

3,262

3,262

3,262

11,366

11,340

11,366

Current assets

Trade and other receivables

34

28

52

Cash and cash equivalents

1,885

905

411

1,919

933

463

TOTAL ASSETS

13,285

12,273

11,829

Liabilities

Current liabilities

Trade and other payables

(62)

(92)

(41)

(62)

(92)

(41)

Net current assets

1,857

841

422

TOTAL LIABILITIES

(62)

(92)

(41)

Total net assets

13,223

12,181

11,788

Shareholders' equity

Share capital

8

8,894

8,077

8,105

Share premium

14,677

13,537

13,629

Warrant reserve

361

361

361

Retained deficit

(10,709)

(9,794)

(10,307)

Total equity

13,223

12,181

11,788

 

The financial information was approved and authorised for issue by the Board of Directors on 10 May 2013 and were signed on its behalf by:

 

 

 

Paul Rankine Miikka Haromo

Director Director

Condensed consolidated statement of changes in equity

For the six months ended 31 March 2013

 

 

Share

Share

Warrant

Retained

capital

premium

reserve

deficit

Total

£'000

£'000

£'000

£'000

£'000

Opening balance at 30 September 2011 (audited)

6,555

10,573

492

(9,607)

8,013

Total comprehensive loss for the period

-

-

-

(1,055)

(1,055)

Warrants exercised and expired

173

347

(131)

131

520

Issue of share capital

844

2,113

-

-

2,957

Conversion of loan

505

504

-

737

1,746

At 31 March 2012(unaudited)

8,077

13,537

361

(9,794)

12,181

Total comprehensive loss for the period

-

-

-

(513)

(513)

Issue of share capital

28

92

-

-

120

At 30 September 2012 (audited)

8,105

13,629

361

(10,307)

11,788

Total comprehensive loss for the period

-

-

-

(402)

(402)

Issue of share capital

789

1,048

-

-

1,837

At 31 March 2013 (unaudited)

8,894

14,677

361

(10,709)

13,223

Condensed consolidated statement of cash flows

For the period ended 31 March 2013

 

Unaudited

Six months

 ended

31 March

Unaudited

Six months

 ended

31 March

Audited

Year

 ended

30 September

2013

2012

2012

£'000

£'000

£'000

Cash flows from operating activities

Loss after tax

(402)

(1,055)

(1,568)

Depreciation

-

2

4

Non-cash transactions settled as shares

-

-

120

Finance income

-

-

(1)

Finance costs

-

556

565

Decrease in trade and other receivables

17

174

150

Increase/(decrease) in trade and other payables

21

(233)

(246)

Cash used in operations

(364)

(556)

(976)

Cash flows from investing activities

Investment in oil & gas assets

-

(76)

(150)

Direct costs incurred in purchase of available for sale financial assets

-

(114)

(114)

Purchase of available for sale financial assets

-

(190)

(190)

Net cash used in investing activities

-

(380)

(454)

Cash flows from financing activities

Issue of share capital - placing (net of expenses)

1,690

478

478

Proceeds from issue of liquidity facility

148

-

Net cash generated from financing activities

1,838

478

478

Net increase/(decrease) in cash and cash equivalents

1,474

(458)

(952)

Cash and cash equivalents at beginning of financial period

411

1,363

1,363

Cash and cash equivalents at end of financial period

1,885

905

411

UNAUDITED NOTES FORMING PART OF THE CONDENSED CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

For the six months ended 31 March 2013

 

1. Accounting Policies

 

Basis of Preparation

 

The condensed interim financial information has been prepared using policies based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the EU. The condensed interim financial information has been prepared using the accounting policies which will be applied in the Group's statutory financial information for the year ended 30 September 2013.

 

Going concern

 

The Directors are confident that the Group has sufficient funds to meet its working capital requirements and commitments for a period of not less than twelve months from the date of signing of this financial information and as a result the financial information has been prepared on the going concern basis.

 

2. Financial reporting period

 

The condensed interim financial information incorporates comparative figures for the interim period 1 October 2011 to 31 March 2012 and the audited financial year to 30 September 2012. The comparative figures for the interim period 1 October 2011 to 31 March 2012 have been restated following the final agreed treatment of the derivative valuation carried out at the audited financial year to 30 September 2012 The condensed interim financial information for the period 1 October 2012 to 31 March 2013 is unaudited. In the opinion of the Directors the condensed interim financial information for the period presents fairly 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 interim report does not constitute statutory accounts as defined by the Isle of Man Companies Act 2006. The comparatives for the full year ended 30 September 2012 are not the Company's full statutory accounts for that year. The auditors' report on those accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under the provisions of the Isle of Man Companies Act 2006.

 

3. Revenue

 

Revenue is attributable to one continuing activity, which is oil production from a wholly-owned subsidiary of the Group, located in the United States.

 

4. Operating Loss

Unaudited

Six months

 ended

31 March

(unaudited)

Unaudited

Six months

 ended

31 March

(unaudited)

Audited

Year

ended

30 September

(audited)

2013

2012

2012

The following items have been charged in arriving at operating loss:

£'000

£'000

£'000

Depreciation of property, plant and equipment

-

2

4

Directors' fees

158

287

449

Auditors' remuneration:

- audit services

23

22

29

Rentals payable in respect of land and buildings

20

25

66

 

 

5. 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. Reconciliations of the losses and weighted average number of shares used in the calculations are set out below.

 

 Weighted average

Number

Per share

Losses

of shares

Amount

Six months ended 31 March 2013

£'000

'000

Pence

Basic and Diluted EPS

Losses attributable to ordinary shareholders on continuing operations

(402)

1,639,565

(0.02)

Total losses attributable to ordinary shareholders

(402)

1,639,565

(0.02)

 

Weighted average number of shares is calculated on 9,324,169 shares which were sold into the market in the period under the Promissory Note. If all shares issued under the Liquidity Facility Agreement were sold into the market (see note 8), the weighted average number of shares would be 1,668,959,789 and loss per share would be (0.02)p.

 

 Weighted average

Number

Per share

Losses

of shares

Amount

Six months ended 31 March 2012

£'000

'000

Pence

Basic and Diluted EPS

Losses attributable to ordinary shareholders on continuing operations

(1,055)

1,416,071

(0.07)

Total losses attributable to ordinary shareholders

(1,055)

1,416,071

(0.07)

 

 

 Weighted average

Number

Per share

Losses

of shares

Amount

Financial year ended 30 September 2012

£'000

'000

Pence

Basic and Diluted EPS

Losses attributable to ordinary shareholders on continuing operations

(1,568)

1,517,977

(0.103)

Total losses attributable to ordinary shareholders

(1,568)

1,517,977

(0.103)

6. Intangible assets

 

Oil & Gas

Oil & Gas

Exploration and development licence

Technology licence

Total

£'000

£'000

£'000

Cost

At 1 October 2011

6,631

1,314

7,945

Additions

76

-

76

At 31 March 2012

6,707

1,314

8,021

Additions

74

-

74

At 30 September 2012

6,781

1,314

8,095

Additions

-

-

-

Net book value

At 31 March 2013

6,781

1,314

8,095

At 30 September 2012

6,781

1,314

8,095

At 31 March 2012

6,753

1,314

8,067

 

7. Available‑for‑sale financial assets

 

In March 2012, the Company invested $5 million (£3,147,735) in Red Leaf Resources Inc at $1,500 per share as part of a $100 million raising by Red Leaf in conjunction with the closing of a Joint Venture ("JV") with Total E&P USA Oil Shale, LLC, an affiliate of Total SA, the 5th largest international integrated oil and gas company. The purchase of the investment in Red Leaf was funded partly by the subscription by Altima Global Special Situations Master Fund Ltd , Dominic Redfern and Mark Donegan through 169 million TomCo shares at 1.75p per ordinary share for £2,957,500. The balance of the Investment was financed from TomCo's existing cash resources. Direct costs associated with the investment amounted to £113,976, of which £100,000 was paid in shares. The value attributable to the investment is stated at fair value of £3,261,711. Red Leaf is currently completing its permitting for Seep Ridge. Following this they are expected to start constructing an Early Production System capsule. The Directors therefore have concluded there has been no material change in the fair value of the investment since acquisition. As a post reporting event, on 9 May 2013, the License Agreement was amended such that in the event Red Leaf has not achieved commercial production of first Licensed Products between the effective date of the Original Agreement and the fourth anniversary thereof, then the definition of Royalty Rate shall be 5%.

8. Share Capital

Six months ended

31 March 2013

(Unaudited)

Six months ended

31 March 2012

(Unaudited)

Year ended

30 September 2012

(Audited)

Number of shares

£

£

£

Issued and fully paid

At 1 October

1,310,895,954

8,105,246

6,554,480

6,554,480

Allotted during period:

October 2011 - loan conversion at 1 pence per share

100,920,548

-

504,603

504,603

January 2012 - warrant conversion at 1.5 pence per share

31,866,667

-

159,333

159,333

January 2012 - warrant conversion in lieu of expenses at 1.5 pence per share

2,800,000

-

14,000

14,000

March 2012 - subscription at 1.75 pence per share

169,000,000

-

845,000

845,000

April 2012 - in lieu of expenses at 2.2 pence per share

4,454,938

-

-

22,275

July 2012 - in lieu of expenses at 1.8 pence per share

1,111,111

-

-

5,555

January 2013 - Liquidity Facility

100,000,000

500,000

-

-

March 2013 - placing at 1.2 pence per share

148,406,526

742,033

-

-

1,869,455,744(March 2012: 1,615,483,169; September 2012: 1,621,049,218) ordinary shares of £0.005 each

9,347,279

8,077,416

8,105,246

Shares issued under Promissory Note not called up:

February 2013 - Liquidity Facility

(453,379)

-

-

8,893,900

8,077,416

8,105,246

During the period, the Group entered into a Liquidity Facility Agreement and an associated Promissory Note (together the "Liquidity Facility") with Windsor Capital Partners Limited ("Windsor Capital"). Under the Liquidity Facility TomCo issued and allotted 100 million ordinary shares of 0.5p each ("Ordinary Shares") to Windsor Capital in exchange for the Promissory Note. The Promissory Note delivers the proceeds of the sale of the Ordinary Shares over the life of the Promissory Note based on the occurrence of "Liquidity Trigger Days". Liquidity Trigger Days are those days on which the volume of shares traded is greater than 80% of the trailing 90 day weighted average daily trading volume. On Liquidity Trigger Days, Windsor Capital will seek to sell Ordinary Shares, up to a maximum of 10% of the daily volume averaged over any 5 day period, on a best effort basis at the AIM Market offer-price or higher. The Liquidity Facility can be suspended at the Company's discretion in periods of adverse market conditions and minimum share prices can also be stipulated. To date, the Group has raised a gross amount of £153,275 under the facility at an average price of 1.67p by the sale of 9,324,169 ordinary shares. Shares which remain unsold at the balance sheet date are not included within the share capital and share premium account as they are not considered called up.

The Group also successfully raised £1.781 million before expenses through a share placing on admission, of 148,406,526 new ordinary shares of 0.5p each at a price of 1.2p per share.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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