# TomCo Energy update on Tar Sands Holdings II LLC

- Link: https://www.directorstalkinterviews.com/tomco-energy-update-on-tar-sands-holdings-ii-llc/4121121055
- Published: 2023-06-06T07:17:44+01:00
- Author: Emily Johnson

**TomCo Energy plc** (LON:TOM), the US operating oil development group focused on
using innovative technology to unlock unconventional hydrocarbon resources, has 
provided an update with respect to the Company’s 100% owned subsidiary, Greenfield
Energy LLC’s, potential acquisition of the remaining ownership and membership rights
and interests in Tar Sands Holdings II LLC.  As previously announced, Greenfield
owns a 10% Membership Interest in TSHII and holds an exclusive option, exercisable
at its sole discretion, to acquire the remaining 90% of the Membership Interests
for additional cash consideration which was scheduled to expire on 30 April 2023.

Further to the Company’s announcement of 2 May 2023, it has agreed with the counterparty
certain amendments to the Agreement such that Greenfield now has an option, at its
sole discretion, to acquire the remaining 90% of the Membership Interests for additional
cash consideration of US$17.25 million (formerly US$16.25 million) prior to 6.00
p.m. Salt Lake City Time on 31 December 2023 together with a matching right as described
further below. 

It has been agreed that the counterparty may, from 1 July 2023, market its remaining
90% of the Membership Interests or TSHII’s assets to third parties on at least as
favourable terms as set out in the abovementioned amended Agreement.  In the event
that the counterparty receives a _bona fide_ offer to purchase the remaining 90%
of the Membership Interests or TSHII’s assets from a third party, Greenfield shall
have 30 days from the date of notice of such offer to match or exceed such offer
and to provide payment of US$100,000 towards the purchase price, providing closing
of such transaction occurs prior to 31 December 2023.

The Company remains in discussions to secure a potential funding package for Greenfield,
that would, _inter alia_, enable Greenfield to ultimately exercise the amended Option
and pursue its previously announced wider development plans.  In this regard, the
principal route under active consideration would involve TomCo disposing of a majority
stake in Greenfield to a partner(s) in return for, _inter alia_, certain upfront
cash consideration, a continuing minority equity participation for TomCo in Greenfield(
without the requirement for further capital contributions from TomCo) and the provision
of a sizeable funding package to Greenfield.  Any such proposed disposal would likely
constitute a fundamental disposal for TomCo pursuant to the provisions of Rule 15
of the AIM Rules for Companies and therefore be subject, _inter alia_, to the approval
of TomCo’s shareholders at a duly convened general meeting.  In such eventuality,
it would fall to the new majority owner(s) of Greenfield to decide whether or not
to exercise the amended Option post completion of such proposed disposal.  There
can be no certainty that such funding proposal will ultimately be successfully concluded
or as to the precise terms or structure of any such funding package or alternative
financing arrangements for Greenfield.  Further announcements will be made in due
course as appropriate.

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