TomCo Energy : Annual Report and Financial Statement 2022

Annual Report and Financial Statements 2022

TomCo Energy plc

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COMPANY DETAILS

TOMCO ENERGY PLC

Company Registration

Numbers
Isle of Man	6969V
England & Wales	FC022829
Country of	Isle of Man
Incorporation

Board of Directors
Malcolm Groat	Non-Executive Chairman
John Potter	Chief Executive Officer
Louis Castro	Non-Executive Director
Zac Phillips	Non-Executive Director

Registered Office	Broker
1st Floor	Novum Securities Limited
Sixty Circular Road	2nd Floor Lansdowne House
Douglas	57 Berkeley Square London
Isle of Man IM1 1AE	W1J 6ER

Nominated Adviser	Registrars
Strand Hanson Limited	Computershare Investor Services plc
26 Mount Row	The Pavilions
London	Bridgwater Road
W1K 3SQ	Bristol BS99 6ZZ

CONTENTS

	Page
Chairman's statement	1
Directors' report	3
Corporate governance statement	11
Audit committee report	16
Remuneration committee report	17
Independent auditors' report	18
Consolidated statement of comprehensive income	23
Consolidated statement of financial position	24
Consolidated statement of changes in equity	25
Consolidated statement of cash flows	26
Notes to the financial statements	27

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CHAIRMAN'S STATEMENT

I am pleased to be delivering my third Chairman's statement to the shareholders of TomCo Energy plc ("TomCo" or the "Company" or, with its subsidiaries, the "Group"), together with the Annual Report and Financial Statements for the year ended 30 September 2022.

Operational Review

Greenfield Energy LLC

The Company's primary focus during the year remained on 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 in Utah, USA, at the earliest opportunity, as well as

potentially exploiting other opportunities available to it.

During the financial year to 30 September 2022, the Company sought to support Greenfield in securing funding for delivery of its abovementioned strategy. This essentially requires: (i) raising the $16.25m required to exercise an exclusive option to purchase the remaining 90% of Tar Sands Holdings

1. ("TSHII"), which owns, 760 acres with a Large Mining Permit in Utah, and (ii) raising the requisite additional sums to construct up to two commercial scale oil sands separation/processing plants on such
   permitted area, whilst also commencing drilling of wells into the deeper oil sands that are too deep to mine for the implementation of oil recovery processes. Simultaneously, the Company has also been strengthening its relationship with Valkor Oil & Gas LLC ("Valkor") and other technical parties, working on the specification for the proposed oil sands processing plants.

Post the financial year end, the Company has continued to work on securing the requisite funding package for Greenfield's development, with one scenario involving the potential disposal of a majority stake in

Greenfield to a partner(s) 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 TomCo and the provision of a sizeable funding package to Greenfield. Discussions are ongoing and the Board remains confident that suitable funding arrangements can be successfully concluded during 2023 despite the current challenging macroeconomic environment. Following agreement with the vendor of TSHII, the deadline for Greenfield to exercise its option over the remaining 90% stake has recently been extended to 30 April 2023.

TurboShale RF Technology

Our focus has been, and remains, on Greenfield. The potential exploitation of the Company's TurboShale and Oil Mining Company assets, now fully impaired from an accounting perspective, will be revisited and reviewed when appropriate in due course.

Corporate

In late January 2022, the Company raised £1.25 million gross via a placing involving the issue of 250 million new ordinary shares at a price of 0.50 pence per share, with the net proceeds being utilised to satisfy general working capital requirements, the costs associated with drilling three exploration wells on the TSHII site and to progress Greenfield's funding plans.

On 1 September 2022, the Company obtained an unsecured facility of up to £0.75 million via a convertible loan

instrument and associated

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subscription and put option entered into with certain subscribers introduced by the Company's broker. Such facility was subsequently draw down and converted in full and the proceeds utilised to repay, in aggregate, $0.5 million of the principal amount of the unsecured $1.5 million loan previously advanced by Valkor to Greenfield (the "Valkor Loan") in connection with its purchase of an initial 10% Membership Interest in TSHII, and for general corporate purposes.

Following the financial year end, on 30 November 2022, the Company raised a further £0.925 million gross through the placing of 264,285,714 new ordinary shares at a price of 0.35 pence per share to provide additional funds to cover the Company's expenditure as it progresses its plans for Greenfield. The terms of the Valkor Loan were also varied to extend the repayment date for the remaining $1 million principal amount to the completion date of a suitable funding transaction for Greenfield that provides sufficient funds to TomCo to, inter alia, enable it to affect repayment. As at the date of this statement the principal amount outstanding in respect of the Valkor Loan was $750k.

On 30 March 2023, the Company secured a new four tranche committed unsecured convertible loan facility of up to £1 million to provide additional working capital for the group whilst

seeking to finalise funding arrangements for Greenfield.

In late January 2022, the Company was pleased to announce the appointment of Zac Phillips as a Non- Executive Director following Richard Horsman stepping down and there have been no further changes to the Board since that time. The Company's three Non-Executive Directors (Louis Castro, Zac Phillips and I) visited Utah in May 2022 in order to deepen our

understanding of Greenfield's development plans project and to meet the key parties, including a potential sand off-take partner, that John Potter, our CEO, has assembled to bring the project to fruition. Based on my personal experience of serving on a number of AIM quoted companies' boards, I truly believe that the Company's current Board comprises a particularly knowledgeable and effective team. I am extremely grateful to all directors for their excellent contributions and particularly to John Potter for his unstinting efforts to realise the Company's clear strategic objectives.

Outlook and Summary

The Company acknowledges and greatly appreciates the ongoing support and patience of our shareholders as we seek to progress the Greenfield development project as well as exploit TomCo's other significant potential despite the current global economic headwinds.

Malcolm Groat

Chairman

6 April 2023

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