TomCo Energy plc
For further information visit us online at:
www.tomcoenergy.com or email us at: info@tomcoenergy.com
Annual Report and
Financial Statements
2024
COMPANY DETAILS
TOMCO ENERGY PLC
Company Registration
Numbers
Isle of Man
6969V
England & Wales
FC022829
Country of
Incorporation
Isle of Man
Board of Directors
Malcolm Groat
Executive Chairman
Louis Castro Non-Executive Director
Zac Phillips
Non-Executive Director
Registered Office
1st Floor
Sixty Circular Road
Douglas
Isle of Man IM1 1AE
Broker
Novum Securities Limited
2nd Floor, 7-10 Chandos Street
London
W1G 9DQ
Nominated Adviser
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
Registrars
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
3
CONTENTS
Page
Chairman’s statement
2
Directors’ report
4
Corporate governance statement
8
Audit committee report
14
Remuneration committee report
15
Independent auditor’s report
16
Consolidated statement of comprehensive income
21
Consolidated statement of financial position
22
Consolidated statement of changes in equity
23
Consolidated statement of cash flows
24
Notes to the financial statements
25
____
2
CHAIRMAN’S
STATEMENT
I am pleased to provide this statement
to, amongst others, the stakeholders
in TomCo Energy PLC (“TomCo” or
the “Company”, or, together with its
subsidiaries the “Group”) as part of the
Annual
Report
and
Financial
Statements for its financial year ended
30 September 2024.
The period under review did not turn
out as any of us could
have
anticipated. In late May, our much
respected
and
well-liked
Chief
Executive, John Potter, passed away
suddenly at the age of 54. I am most
grateful
to
all
who
sent
their
condolences and who rallied around
with
support
over
the
summer,
particularly my fellow directors.
Operational Review
Prior to John’s passing, progress in
Utah had been frustratingly slow for
some time, despite the team’s best
efforts. This was essentially due to the
lack of a suitable funding package to
pursue the construction of up to two oil
sands separation plants capable of
processing at least 6,000 tonnes per
day of oil sands at our preferred
permitted site in Uintah County, Utah,
USA, which did not materialise during
the period or subsequently. The
potential funding source that John was
focused on may yet come to fruition in
2025,
however
a
successful
conclusion and consummation of the
requisite committed funding package
remains uncertain, particularly as to
timing. Alternative funding avenues
such as potential strategic investors,
joint venture or funding partners will
continue to be explored.
In the absence of sufficient funding to
enable us to purchase the remaining
90% of Tar Sands Holdings II LLC
(“TSHII”) and consequent expiration,
at the end of 2023, of our subsidiary,
Greenfield
Energy,
LLC’s
(“Greenfield”)
exclusive
right
to
exercise its related option, we were
subsequently approached in early
August 2024 by the counterparty,
Endeavor
Capital
Group,
LLC
(“Endeavor Capital”) with a proposal
to
redeem
Greenfield’s
10%
membership interest for cash. Such
redemption would serve to facilitate
Endeavor Capital in disposing of
100% of TSHII to a third party
interested in potentially refurbishing
an historic dilapidated refinery on
TSHII’s
acreage
for
the
future
processing of crude brought in from
other locations. Cognisant of the
Group’s working capital requirements,
we proceeded to negotiate terms for
the redemption on the basis that:
(i) TSHII agreed not to terminate the
existing
lease
arrangement
between AC Oil, LLC (“AC Oil”), a
wholly-owned
subsidiary
of
Greenfield,
and
TSHII
(the
“Lease”)
in
respect
of
approximately 320 acres of land
and associated rights and certain
non-producing
historic
infrastructure,
plant
and
equipment
in
Uintah
County,
Utah, USA, owned by TSHII (the
“Lease Area”). Such Lease grants
AC Oil the exclusive right to
explore, drill and mine for, and
extract, store, and remove oil,
gas, hydrocarbons and other
associated substances on and
from the Lease Area, together,
inter alia, with the right to erect,
construct and use such plant and
equipment and infrastructure as
required; and
(ii) TSHII also agreed to use best
efforts to negotiate in good faith
with Greenfield with respect to
entering into an additional lease to
provide mining rights on certain
further acreage owned by TSHII
that is not otherwise needed for
the
aforementioned
planned
refurbished
refinery
(the
“Additional Lease”) which could
potentially
be
a
source
of
additional tar sands to feed
Greenfield’s
future
proposed
separation plants. Accordingly,
once the Additional Lease is
secured, Greenfield will remain
well positioned to continue to
pursue its existing tar sands
____
3
development project subject to
ultimately securing the requisite
additional funding and permitting
going forwards.
Further to the receipt of shareholder
approval at a duly convened general
meeting
of
the
Company
and
successful
completion
of
the
redemption of the Group’s 10%
membership interest in TSHII, we
received,
in
aggregate,
gross
proceeds of $1.575m in cash, thereby
enabling us to settle the Group’s then
outstanding
trade
creditors
and
secure essential additional working
capital.
We
are
currently
in
discussions
with
Endeavor
with
respect to how best to formulate the
Additional Lease.
On the ground, our partners Valkor
began to drill for oil on neighbouring
state lands, having secured permits
from the Utah regulators for them to
operate on those areas and on our AC
Oil
lease.
Valkor
experienced
practical difficulties in the first few
months of drilling, including a problem
with heating the tar underground so
that oil could readily be pumped to
surface. They have ended up using a
different heater in December 2024
that appears to be yielding much
better results. We hope to finalise
terms for Valkor to commence drilling
on our adjacent AC Oil lease, subject
to finance, in the first half of 2025. All
being well, this should generate
revenue for the Group.
TurboShale RF Technology
The potential future exploitation of the
Company’s legacy TurboShale and
Oil Mining Company assets, which are
fully impaired from an accounting
perspective, will be reassessed when
appropriate in due course. With a
more positive and supportive political
backdrop in the USA, the oil and gas
industry continues to evolve with the
application of increasingly advanced
technological solutions. Time may
therefore well be our friend in this
regard.
Corporate Review
Whilst seeking to carefully manage
our cash reserves and working capital
position,
the
Company
has
undertaken a number of financing
transactions throughout the year to
progress its development plans for
Greenfield, satisfy general overheads
and repay certain indebtedness.
In summary, such transactions have
comprised:
-
October 2023: equity subscription
to raise £0.1m gross at a price of
0.08p per share.
-
January 2024: equity subscription
to raise £0.05m gross at a price of
0.10p per share.
-
February 2024: equity placing and
subscription to raise, in aggregate,
£0.3m gross at a price of 0.045p
per share.
Maintaining
a
tight
control
over
overhead costs is a constant theme
for pre-revenue project development
companies
such
as
TomCo,
particularly during periods of high
inflation. Your Board believes that the
potential participation in drilling on the
Group’s
Lease
offers
the
best
prospect of revenue generation in the
near term whilst Greenfield’s tar sands
development
project
affords
the
possibility of significant returns over a
longer-term
horizon,
subject
to
securing
the
requisite
project
financing. Alongside our focus on
these key strategic initiatives, we
intend to continue to identify and
evaluate appropriate new project
opportunities to potentially expand the
Company’s
asset
portfolio
going
forwards.
Accordingly, I believe there are good
grounds
for
optimism
over
the
remainder of 2025 and beyond and we
look forward to updating shareholders
on our future progress.
Malcolm Groat
Executive Chairman
10 March 2025
____
4
DIRECTORS’ REPORT
The Directors submit their report and the financial statements of the Group for the year ended 30 September
2024.
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS
The principal activity of the Group is that of seeking to exploit the heavy oil contained in the Group’s AC Oil
Lease, and to extract and process oil sands resources from an additional lease area, still to be defined, on
TSHII’s wider site, through the use of separation technology to achieve sustained future production. A review
of the Group’s business is included within the Chairman’s statement.
RISK ASSESSMENT
The Group’s oil and gas activities are subject to a range of financial and operational risks which can significantly
impact on its performance, with the key risks for the year ended 30 September 2024 set out below.
Operational risk
As set out in the Chairman’s statement, in August 2024 the Board agreed to sell the Group’s 10% minority
interest in Tar Sands Holdings II LLC on the basis that (a) it would not impact on the Group’s pre-existing lease
with TSHII held by AC Oil to drill for oil on the property and (b) TSHII and its proposed new owners are required
to use best endeavours to agree terms under which the Group’s principal subsidiary, Greenfield, could
potentially mine and process oil sands on additional areas of TSHII’s site not required for the new owners
planned refurbished refinery. We are currently investigating how best to proceed with developing some potential
in situ wells on the existing lease area in conjunction with our partners, Valkor, albeit no formal agreement has
been reached and additional funding will be required. We are also exploring with the proposed new owners of
TSHII how to crystallise our mining rights whilst they finalise exactly what land area they will need to reserve
for their separate development plans and own purposes. The ability to mine such additional oil sands would
provide feed stock for our planned future oil separation plants for which, frustratingly, no appropriate financing
package has yet been forthcoming. There can be no certainty that a suitable funding arrangement can be
successfully concluded nor as to the precise terms and structure of any such funding package and the Group
will continue to explore and assess a number of potential funding sources.
The Group continues to operate with a small team, on which it is highly reliant. Information is openly shared
within the team to ensure no over reliance on specific individuals.
Risks relating to environmental, health and safety and other regulatory standards
The Group’s proposed future extraction activities are subject to various US federal and state laws and
regulations relating to the protection of the environment including the obtaining of appropriate permits and
approvals by relevant environmental authorities. Such regulations typically cover a wide variety of matters
including, without limitation, prevention of waste, pollution and protection of the environment, labour regulations
and worker safety. Furthermore, the future introduction or enactment of new laws, guidelines and regulations
could serve to limit or curtail the growth and development of the Group’s business or have an otherwise negative
impact on its planned operations. The Group ensures that it complies with the relevant laws and regulations in
force in the jurisdictions in which it operates.
Liquidity and interest rate risks
The Group is ultimately dependent on sources of additional equity and/or debt funding to develop Greenfield
and any of the Group’s other exploration assets and/or technology and to meet its day-to-day capital
commitments and overheads. Cash forecasts identifying the liquidity requirements of the Group are produced
frequently and are reviewed regularly by management and the Board. This strategy will continually be reviewed
in light of existing project developments and new project opportunities as they arise. For further information
regarding the Group’s cash reserves and future funding requirements, please refer to the ‘Going Concern’
section below.
Currency risk
Due to the limited income and expenses denominated in foreign currencies, it was not considered cost effective
to manage transactional currency exposure on an active basis. Consequently, as the financial statements are
reported in sterling, any movements in the exchange rate of foreign currencies against sterling may affect the
Group’s statements of comprehensive income and financial position. The Group holds some cash in US dollars
to mitigate the foreign exchange risk and keeps its currency profile under regular review.
____
5
Financial instruments
It was not considered appropriate for the Group to enter into any hedging activities or trade in any financial
instruments in 2024. Further information is set out in Note 20.
RESULTS AND DIVIDENDS
The statement of comprehensive income is set out on page 21 with the Group reporting a loss before taxation
for the year of £6.34m (2023: £2.35m). The Directors do not propose the payment of a dividend (2023: £nil).
Directors
The Directors who served on the Board during the year to 30 September 2024 and to date were as follows:
Malcolm Groat
John Potter (passed away on 24 May 2024)
Louis Castro
Zac Phillips
Directors’ interests in the ordinary shares of the Company, including family interests, as at 30 September 2024
were as follows:
30 September 2024
30 September 2023
Ordinary shares
of nil par value
Share
warrants
Share options
Ordinary shares
of nil par value
Share
warrants
Share
options
M. Groat
11,887
-
20,380,952
11,887
-
20,380,952
J. Potter
-
-
-
26,500
-
52,714,285
L. Castro
-
-
15,000,000
-
-
15,000,000
Z. Phillips
-
-
-
-
-
-
11,887
-
35,380,952
38,387
-
88,095,237
Details of the Directors’ remuneration, share warrants and share options can be found in the Remuneration
Committee Report and Notes 6, 18 and 19 to these financial statements.
Significant shareholders
At the date of issuing this report, the Directors are aware of the following shareholdings of 3% or more of the
Company’s existing issued ordinary share capital:
Shareholder
No. of ordinary
shares held
% of issued
ordinary shares
Interactive Investor Services Nominees Limited
Hargreaves Landsdown (Nominees) Limited
HSDL Nominees Limited
1,157,123,377
295,970,210
335,776,128
29.64
7.58
8.60
Barclays Direct Investing Nominees Limited
Idealing Nominees Limited
Lawshare Nominees Limited
Vidacos Nominees Limited
Morgan Stanley Client Securities Nominees Limited
Interactive Brokers LLC
246,998,493
223,651,213
208,573,048
165,755,290
148,907.215
121,889,823
6.33
5,72
5.34
4.25
3.81
3.12
Payments of payables
The Group’s policy is to negotiate payment terms with its suppliers in all sectors to ensure that they know the
terms on which payment will take place when the business is agreed and to abide by those terms of payment.
Going Concern
At 31 January 2025, the Group had cash reserves of approximately £0.64 million.
____
6
The Group’s financial statements have been prepared on a going concern basis, which presumes that the
Group will be able to meet its obligations as they fall due for the foreseeable future.
The Directors have prepared a cash flow forecast for the twelve months to 10 March 2026 which shows that at
the current burn rate the Group will have sufficient funds for such period.
On 30 November 2022, the terms of the historic loan from our partners Valkor (the “Valkor Loan”), which is
unsecured, were varied such that the loan is only repayable on completion of a suitable funding transaction for
Greenfield that provides sufficient funds to enable the Company to affect such repayment. Hence, the
abovementioned cash flow forecast does not include any repayment of the Valkor Loan due to the uncertainty
regarding consummation of a suitable financing package for Greenfield.
The forecast, which includes all commitments at the date of this report indicates that the Group will not need to
secure any additional finance to meet its currently envisaged working capital requirements for the twelve months
to 10 March 2026. Should any unplanned expenditures arise or participation by the Group in the drilling of
potential production wells occur, then further funding will be required as appropriate. Based on historical support
from new and existing investors and debt providers, the Board reasonably believes that additional funding can
be obtained when required, via further debt or equity issuances such that it continues to consider it appropriate
to prepare the Group’s financial statements on a going concern basis. However, the Board’s ability to raise
such funds cannot be guaranteed. As a consequence, there is a material uncertainty as to the going concern
status of the Group. The financial statements do not include the adjustments that would result if the Group was
unable to continue as a going concern.
The Directors’ consideration of the Group’s going concern status is also set out in note 1.3 to the financial
statements.
Directors’ responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulations.
The directors have resolved to prepare financial statements for each financial year end and have elected to prepare
financial statements in accordance with UK-adopted International Accounting Standards. The financial statements
are required to give a true and fair view of the state of the affairs of the Company and of the profit or loss of the
Company for that period.
In preparing these financial statements, the directors are required to:
consistently select and apply appropriate accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in International Financial
Reporting Standards is insufficient to enable users to understand the impact of particular transactions,
other events and conditions on the entity’s financial position and financial performance; and
state that the Group has complied with International Financial Reporting Standards, subject to any
material departures disclosed and explained in the financial statements.
The Directors confirm that they have complied with these requirements, and, having a reasonable expectation
that the Group has and will have adequate resources to continue in operational existence for the foreseeable
future, have continued to adopt the going concern basis in preparing the financial statements.
____
7
Website publication
The directors are responsible for ensuring that the annual report and financial statements are made available
on a website. Financial statements are published on the Company’s website in accordance with legislation in
the Isle of Man governing the preparation and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility
of the directors. The directors’ responsibility also extends to the on-going integrity of the financial statements
contained therein.
Auditors
All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of
any information needed by the Company’s auditors for the purposes of their audit and to establish that the
auditors are aware of that information. The Directors are not aware of any relevant audit information of which
the auditors are unaware.
PKF Littlejohn LLP have expressed their willingness to continue in office and a resolution to re-appoint them
will be proposed at the Company’s next annual general meeting.
By order of the Board
Malcolm Groat
Executive Chairman
10 March 2025
____
8
CORPORATE GOVERNANCE STATEMENT
As Chairman, I am pleased to present the Company’s Governance Statement under the QCA Corporate Governance
Code (the “QCA Code”). Establishing effective corporate governance structures that evolve with the business and
protect shareholder value is a key element of my role, together with the Board as a whole. Set out below are details
of the Company’s governance framework benchmarked against the QCA Code principles.
The Board of Directors of TomCo (the “Board”) monitors the business affairs of the Company and its subsidiaries on
behalf of its shareholders. The Board currently consists of the Executive Chairman and two Non-Executive Directors.
None of the Non-Executive Directors have previously held an executive position with the Company. The Directors
have responsibility for the overall corporate governance of the Company and recognise the need for the highest
standards of behaviour and accountability. The Directors are committed to the principles underlying best practice in
corporate governance and have adopted the QCA Code.
This statement explains, at a high level, how the QCA Code is applied by the Company and how its application
supports the Company’s medium to long-term development. Further information on the application of the QCA Code
can be found on the Company’s website at https://tomcoenergy.com/investors/governance/.
The Board is responsible for the stewardship of the Company through consultation with the management of the
Company. Management comprises the Executive Chairman. Any responsibility that is not delegated to management
or to the specific committees of the Board remains with the Board, subject to the powers of shareholder meetings.
The frequency of Board meetings, as well as the nature of agenda items, varies depending on the state of the
Company’s affairs and in light of the opportunities or risks which the Company faces. Members of the Board are in
frequent contact with one another, and meetings of the Board are held as deemed necessary.
Statement of compliance with the QCA Code
Throughout the year ended 30 September 2024, the Company has been in compliance with the provisions set out in
the QCA Code.
Application of the QCA Code principles
The Company has applied the principles set out in the QCA Code, by complying with it as reported above. Further
explanations of how the principles have been applied is set out below.
Principle One - Business Model and Strategy
In September 2024, TomCo completed the redemption of its 10% minority membership interest in Tar Sands Holdings
II LLC (“TSHII”) but retained its leased acreage from TSHII via AC Oil on which it intends, subject to, inter alia,
securing the requisite funding, to participate in the drilling of one or more in situ oil production wells alongside its
partner Valkor. The Company also intends to seek to agree terms with the proposed new owners of TSHII, to enable
its subsidiary, Greenfield, to potentially mine oil sands on an additional lease area thereby providing feed stock for
potential future oil separation plants, the construction of which is again dependent on ultimately being able to secure
sufficient funding.
Principle Two - Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communications and having constructive dialogue with its shareholders.
Shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the
Company and management.
All shareholders are encouraged to attend and participate in shareholder meetings duly convened by the Company,
in particular its Annual General Meeting (AGM). Investors also have access to current information on the Company
and the Group through the Company’s website at: www.tomcoenergy.com.
Principle Three - Considering Wider Stakeholder and Social Responsibilities
The Board recognises that the long-term success of the Group is reliant upon the efforts of the employees of the
____
9
Group, its partners, consultants, contractors, suppliers, regulators and other stakeholders. The Board have put in
place a range of processes and systems to ensure that there is close oversight and contact with its key stakeholders.
The Group is subject to oversight by a number of different U.S. State and other regulatory bodies, who directly or
indirectly are involved with the permitting and approval process for its oil and gas operations in Utah, including those
conducted by Greenfield. Additionally, given the nature of the Group’s business, including the activities of Greenfield
there are other parties who, whilst not having regulatory power, nonetheless have an interest in seeing that the Group
conducts its operations in a safe, environmentally responsible, ethical and conscientious manner.
The Group makes all reasonable efforts, directly or through its advisers, to engage in and maintain active dialogue
with each of these governmental and non-governmental bodies, to ensure that any issues faced by the Group,
including but not limited to regulations or proposed changes to regulations, are well understood and ensuring to the
fullest extent possible that the Group is in compliance with all relevant regulations, standards and specific licensing
obligations, including environmental, social and safety aspects, at all times.
Principle Four - Risk Management
In addition to its other roles and responsibilities, the Board is responsible for ensuring that procedures are in place
and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Group.
As a result of the process described above, a number of risks have been identified. The principal risks and the manner
in which the Company and its Board seek to mitigate them are set out below. The Board reviews the principal risks
facing the business as part of its meetings throughout the year and changes to those risks as the Company develops.
Where risks change or new risks are identified the Board amends existing or implements new risk management
strategies as applicable.
Risk
Comment
Mitigation
Operational risks
See Directors’ Report.
In August 2024, the Company announced that it had
agreed to sell its 10% minority membership interest in Tar
Sands Holdings II LLC on the basis that (a) it would not
impact on the Group’s pre-existing lease (held via AC Oil)
to drill for oil on the property and (b) the proposed new
owners and TSHII are required to use their best
endeavours to agree terms for an additional lease for
Greenfield whereby it could potentially mine and process
oil sands on additional areas of TSHII’s site not required
for the acquirer’s planned refurbished refinery. We are
currently investigating how best to proceed with
developing some potential in situ wells on the existing
lease area in conjunction with our partners, Valkor, albeit
no formal agreement has been reached and additional
funding will be required. The Company is also exploring
with the proposed new owners of TSHII how to crystallise
its mining rights whilst they finalise exactly what land area
they will need to reserve for their separate development
plans and own purposes. The ability to mine such
additional oil sands would provide feed stock for our
planned future oil separation plants although this remains
subject to suitable financing. There can be no certainty
that a suitable funding arrangement can be successfully
concluded nor as to the precise terms and structure of any
such funding package and the Company will continue to
explore and assess a number of potential funding
sources.
Environmental, health
and safety and other
regulatory standards
See Directors’ Report.
The Company has engaged leading advisers to assist it
in maintaining relevant permits or licences to operate.
The Company maintains ongoing oversight of health and
safety and environmental compliance.
____
10
Liquidity risk
See Directors’ Report
including ‘Going Concern’
section.
The Company maintains a detailed cashflow forecast and
carefully monitors expenditure and seeks to raise
additional funding as required and as referred to in Note
1.3.
Currency risk
See Directors’ Report.
The Company aims to manage currency exposures by
holding funds in the applicable currency to match
anticipated expenditure.
The Board considers that an internal audit function is not necessary or practical due to the current size of the Group
and the close day to day control exercised by the Executive Chairman. However, the Board will continue to monitor
the need for an internal audit function. The Executive Chairman has established appropriate reporting and control
mechanisms to ensure the effectiveness of the Group’s control systems for the size of the business and its activities.
The Board obtains regular updates on risks from the Executive Chairman, which allows it to monitor the effectiveness
of risk management and through its regular engagement and review of reporting on areas such as the status of the
Company’s projects, budgets, results and cash flow position of the Company, it considers the effectiveness of
controls on an ongoing basis.
Principle Five - A Well-Functioning Board of Directors
The Board currently comprises an Executive Chairman, Malcolm Groat, and two independent Non-Executive
Directors, Louis Castro and Zac Phillips.
Biographies for each of the current Directors are set out on the Company’s website. The Directors are subject to re-
election usually at the Company’s Annual General Meeting, at intervals of no more than three years.
The Board meets on a regular basis, typically at least once a month.
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate
actions. As such, the Company has established separate Audit and Remuneration Committees.
The Audit Committee comprises Louis Castro (Chairman) and Zac Phillips. The Audit Committee meets at least twice
a year to consider the integrity of the financial statements of the Company, including its annual and interim accounts;
the effectiveness of the Company’s internal controls and risk management systems; auditor reports; and terms of
appointment and remuneration for the auditor.
The Company’s Remuneration Committee comprises Louis Castro (Chairman) and Zac Phillips. The Remuneration
Committee meets from time to time, but not less than once a year, to review and determine, amongst other matters,
the remuneration of Executives on the Board and any share incentive plans of the Company.
The QCA Code recommends that the Chairman must have adequate separation from the day-to-day business to be
able to make independent decisions. The Board comprises three members, Malcolm Groat who is the Executive
Chairman and two non-executive directors. It is the non-executive directors, who are in the majority, who have
adequate separation from the day-to day business and ensure that the Board can, overall, make decisions
independent of the executive function. As the Board is comprised of only three members, one of whom is an Executive
and two of whom are independent Non-Executive Directors, the Board does not believe it is currently necessary to
appoint a senior independent director.
Whilst each of the Non-Executive Directors are considered to be part time, they are expected to provide as much
time to the Company as is required. The attendance record of the Directors at Board and committee meetings held
during the year ended 30 September 2024 was as follows:
Main
Board
Audit
Committee
Remuneration
Committee
Meetings held
11
3
1
Attendance:
Malcolm Groat
11
2
1
John Potter
3
-
-
Louis Castro
11
3
1
Zac Phillips
11
3
1
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11
Principle Six - Appropriate Skills and Experience of the Directors
The Board believes that the current balance of skills held by the Board as a whole, reflects a very broad range of
commercial and professional skills across geographies and industries and each of the Directors has previous
experience of public markets.
The Board believes that the Directors are well suited to the Company’s fundamental objective of enhancing and
preserving long-term shareholder value and ensuring that the Group conducts its business in an ethical and safe
manner. The Board is considered to be of a sufficient size to provide more than adequate experience and perspective
to its decision-making process and, given the size and nature of the Group, the Board does not consider at this time
that it is appropriate to increase the size of the Board or amend its composition.
As the Board is not currently anticipating any change to its size or composition, it has not yet implemented a written
policy regarding the identification and nomination of female directors. In the event that one of the existing members
of the Board stands down from their current position, the Company will, at that time, give further consideration to the
specific selection of a female member of the Board and the adoption of a formal policy relating to the positive
appointment of additional female members of the Board for future opportunities.
The Board is responsible for: (a) ensuring that all new Directors receive a comprehensive orientation, that they fully
understand the role of the Board and its committees, as well as the contribution individual directors are expected to
make (including the commitment of time and resources that the Company expects from its directors) and that they
understand the nature and operation of the Group’s business; and (b) providing continuing education opportunities
for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure
that their knowledge and understanding of the Group’s business remains current.
Given the size of the Company and the in-depth experience of its Directors, the Board has not deemed it necessary
to develop a formal process of orientation for new Directors but encourages all its Directors to visit the Group’s
operations to ensure familiarity and proper understanding.
Skills & Experience of Board Members
Malcolm Groat
Malcolm is a Chartered Accountant and has extensive corporate experience, with roles as Chairman, Non-Executive
Director, Chairman of Audit Committees, CEO, COO and CFO for a number of public companies. He is an adviser
on compliance and governance, strategy and operational improvement, and managing the risks of rapid change.
Louis Castro
Louis is a graduate engineer and PwC trained Chartered Accountant who has spent his career in the City in
investment banking, with SG Warburg (now UBS), and in capital markets, advising growth companies on a wide
range of matters including fund-raising and M&A. He served as an AIM Nomad for many years before becoming CFO
of a listed oil company. In recent years, Louis became Executive Chairman of Orosur Mining Inc. which is quoted on
both the TSX-V and on AIM, and he is also a non-executive director of Tekcapital plc and Innovative Eyewear, Inc.
Zac Phillips
Zac has over 25 years’ experience in oil and gas finance, having worked for BP, Chevron, Merrill Lynch and ING
Barings. He was previously CFO for Dubai World’s oil and gas business (DB Petroleum) with responsibility for risk
management and authoring of investment proposals. He has a degree in Chemical Engineering and a PhD in
Chemical Engineering from Bath University.
Principle Seven - Evaluation of Board Performance
The Board has determined that it shall be responsible for assessing the effectiveness and contributions of the Board
as a whole and its committees (which currently comprise the Audit Committee and the Remuneration Committee).
The small size of the Board allows for open discussion.
No formal assessments have been prepared in the year. However, the Board assesses its effectiveness on an
ongoing basis. The Board will keep this matter under review and especially if either the size of the Board or the
number of committees increases, which in turn may require a more formalised assessment and evaluation process
to be established to ensure continued effectiveness.
____
12
Principle Eight - Corporate Culture
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Group
as a whole and that this will have an effect on the performance of the Group. The Board is very aware that the tone
and culture set by the Board will greatly impact all aspects of the Group. The corporate governance arrangements
that the Board has adopted are designed to ensure that the Group delivers long-term value to its shareholders and
that shareholders have the opportunity to express their views and expectations for the Company in a manner that
encourages open dialogue with the Board.
A large part of the Group’s activities is centred upon what needs to be an open and respectful dialogue with partners,
suppliers, consultants and other stakeholders. Therefore, the importance of sound ethical values and behaviour is
crucial to the ability of the Group to successfully achieve its corporate objectives.
The Directors consider that, at present, the Group has an open culture facilitating comprehensive dialogue and
feedback and enabling positive and constructive challenge.
Principle Nine - Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Group’s activities rests with the Board, with the responsibilities of the
Executive Chairman arising as a consequence of delegation by the Board.
The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board.
The Executive Chairman, together with the two non-executives, is responsible for the effectiveness of the Board and
compliance with the QCA Code. Management of the Group’s business and primary contact with shareholders has
been delegated by the Board to the Executive Chairman.
Non-Executive Directors
The Board evaluates its performance and composition on a regular basis and will make adjustments as and when
required. When assessing the independence of each Non-Executive Director, length of service is one of the
considerations. The Board will, when assessing new appointments in the future, consider the need to balance the
experience and knowledge that each independent director has of the Group and its operations, with the need to
ensure that independent directors can also bring new perspectives to the business.
In accordance with the Isle of Man Companies Act 2006, the Board complies with: a duty to act within their powers;
a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise
reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties
and a duty to declare any interest in a proposed transaction or arrangement.
Principle Ten - Shareholder Communication
The Board is accountable to the Company’s shareholders and, as such, it is important for the Board to appreciate
the aspirations of shareholders and equally that shareholders understand how the actions of the Board and short-
term financial performance relate to the achievement of the Group’s longer-term goals.
The Board reports to the Company’s shareholders on its stewardship of the Group through the publication of interim
and final financial results. The Company announces significant developments which are disseminated via various
outlets including, before anywhere else, the London Stock Exchange’s regulatory news service (RNS). In addition,
the Company maintains a website (www.tomcoenergy.com) on which RNS announcements, press releases,
corporate presentations and the Report and Financial Statements are available to view.
Enquiries from individual shareholders on matters relating to the business of the Group are welcomed. Shareholders
and other interested parties can subscribe to receive notification of news updates and other documents from the
Company via email.
____
13
The Annual General Meeting, and other meetings of shareholders that may be called by the Company from time to
time, provide an opportunity for communication with all shareholders and the Board encourages shareholders to
attend and welcomes their participation. The Board is committed to maintaining good communication and having
constructive dialogue with its shareholders. The Company has close ongoing relationships with its private
shareholders.
Malcolm Groat
Executive Chairman
10 March 2025
____
14
AUDIT COMMITTEE REPORT
Overview
The Committee met three times during the year to consider the full year 2023 accounts and the interim 2024 accounts,
and to review audit planning for the full year 2024 accounts. It has also met after the year end to consider the full
year 2024 accounts.
Louis Castro is Chairman of the Committee. The other Committee members for the first 9 months of the year under
review were Malcolm Groat and Zac Phillips. Upon Malcolm Groat being appointed Executive Chairman, on the
passing of John Potter, Malcolm Groat stepped down from this Committee.
Financial Reporting
The Committee monitored the integrity of the interim and annual financial statements and reviewed the significant
financial reporting issues and accounting policies and disclosures in the financial reports. The external auditor
attended the Committee meeting as part of the full year accounts approval process. The process included the
consideration of reports from the external auditor identifying the primary areas of accounting judgements and key
audit risks identified as being significant to the full year audited accounts.
Audit Committee Effectiveness
The Board considers the effectiveness of the Committee on a regular basis but not as part of a formal process.
External Audit
The Committee is responsible for managing the relationship with the Company’s external auditor, PKF Littlejohn LLP.
The objectivity and independence of the external auditor is safeguarded by reviewing the auditor’s formal
declarations, monitoring relationships between key audit staff and the Group and reviewing the non-audit fees
payable to the auditor. Non-audit services are not performed by the auditor. During the year, audit fees of £45,000
(2023: 48,858) were paid.
Internal Audit
The Committee considered the requirement for an internal audit function. The Committee considered the size of the
Group, its current activities and the close involvement of senior management. Following the Committee’s review, it
did not deem it necessary to operate an internal audit function during the year.
Louis Castro
Chairman, Audit Committee
10 March 2025
____
15
REMUNERATION COMMITTEE REPORT
This report is on the activities of the remuneration committee for the financial year ended 30 September 2024.
The Remuneration Committee meets from time to time, but not less than once a year, to review and determine,
amongst other matters, the remuneration of the Executive(s) on the Board and any share incentive plans of the
Company.
Louis Castro is Chairman of the Committee. The other Committee members for the first 9 months of the year under
review were Malcolm Groat and Zac Phillips. Upon Malcolm Groat being appointed Executive Chairman, on the
passing of John Potter, Malcolm Groat stepped down from this Committee.
The Directors’ emoluments comprise fees paid for services. The amounts paid for their services are detailed below:
Salaries
Bonus
Salaries
Bonus
2024
2024
2023
2023
£’000
£’000
£’000
£’000
M. Groat
50
14
50
-
J. Potter (passed away on 24 May 2024)
131
-
253
-
L. Castro
42
14
42
-
Z. Phillips
36
14
36
-
As detailed in Note 19, the Company has in place a share option scheme for its Directors.
The Committee met once during the year in conjunction with a Board meeting to review salaries.
Louis Castro
Chairman, Remuneration Committee
10 March 2025
____
16
Independent auditor’s report to the members of TomCo
Energy plc
Opinion
We have audited the group financial statements of TomCo Energy Plc (the ‘group’) for the year ended 30 September
2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of
Financial Position, the Consolidated Statement of Changes in Equity, and the Consolidated Statement of Cash Flows
and notes to the financial statements, including significant accounting policies. The financial reporting framework that
has been applied in their preparation is UK-adopted international accounting standards.
In our opinion, the group financial statements:
give a true and fair view of the state of the group’s affairs as at 30 September 2024 and of its loss for the
year then ended; and
have been properly prepared in accordance with UK-adopted international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are independent of the group in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to note 1.3 in the financial statements, which indicates that while the group currently has sufficient
cash flow to meet its obligations as they fall due within the next 12 months, its ability to continue as a going concern
is dependent on the successful execution of future projects and its ability to raise additional funds as required to
either settle existing obligations or fund any future projects. These conditions indicate the existence of a material
uncertainty that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not
modified in respect of this matter
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of
accounting included:
⦁
Obtaining management’s base case forecast for the period up to 28 February 2024 and testing the mathematical
accuracy of the base case forecast, including a review of the cash position as at and after the year end;
⦁ Reviewing management’s assessment of going concern, including their evaluation of future funding requirements;
⦁
Reviewing the reasonable worst-case forecast scenario prepared by management and evaluating the financial
resources available to address this scenario; and
⦁
Critically assessing the disclosures made within the financial statements for consistency with management’s
assessment of going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
____
17
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds
for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. Group
materiality was £35,000 (2023: £97,000) based upon 2% of expenses (2023: 1.5% of gross assets). The reason for
the change during the year was due to the Sale of TSHII meaning the Group became a cash shell. We therefore
consider expenses to be the main driver of the business as the group and the metric that the users of the accounts
will be most interested in.
Whilst materiality for the financial statements as a whole was set at £35,000 (2023: £97,000) each significant
component of the Group was audited to an overall materiality ranging between £20,000 and £25,000 (2023: £71,000
- £74,000) with performance materiality set at 70% (2023: 70%) for all components.
We agreed with the audit committee that we would report to the committee all audit differences identified during the
course of our audit in excess of £1,750 (2023: £4,000) as well as differences below these thresholds that, in our view,
warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial
statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in
respect of significant accounting estimates including the convertible loan, and carrying value of unquoted
investments. We also addressed the risk of management override of internal controls, including evaluating whether
there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
An audit was performed on the financial information of the group’s operating entities which for the year ended 30
September 2024 were located in the Isle of Man and United States of America. The audit work on each significant
component was performed by us as group auditor based upon materiality or risk profile, or in response to potential
risks of material misstatement to the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
____
18
Key Audit Matter
How the scope of our audit responded to the
key audit matter
Carrying value of Intangible Assets (note 8).
The group has significant intangible assets,
comprising predominantly of expenditure
developing know how in relation to the
design and operation of an oil sand
separation plant. The carrying value of
intangible assets at 30 September 2024 was
£nil (2023: £4,703k).
There is the risk that the impairment of these
assets has not been correctly accounted for
in light of the disposal of the 10% interest in
TSHII in August 2024 and the impact on the
carrying value of the remaining assets. The
audit team has assessed the area as a Key
Audit Matter as the balance is considered the
most significant area that the users of the
financial statements would be interested in.
Our work in the area included:
Review of the carrying value of intangible
assets having regard to impairment
indicators under IAS 38;
Critical
review
of
management’s
impairment paper and challenge of all
key assumptions therein, as well as
considerations
of
the
impairment
indicators within IAS 36; and
Ensuring
disclosures
made
in
the
financial statements in relation to critical
accounting judgements are adequate
and in line with our understanding of the
group and its activities.
Other information
The other information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the annual
report. Our opinion on the group financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation
of the group financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for assessing the group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic
alternative but to do so.
____
19
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the group and the sector in which it operates to identify laws and
regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard from discussions with management.
We determined the principal laws and regulations relevant to the group in this regard to be those arising from
the AIM Rules, relevant local laws and regulations where the Group operates (Isle of Man and the United
States), UK Bribery Act, QCA Corporate governance, and Permit and Environmental compliance in the
United States.
We designed our audit procedures to ensure the audit team considered whether there were any indications
of non-compliance by the group with those laws and regulations. These procedures included, but were not
limited to:
o
Enquiries of management regarding potential non-compliance
o
Review of legal and professional fees to understand the nature of the costs and the existence of any
non-compliance with laws and regulations;
o
Review of RNS announcements made to the market throughout the year; and
o
Review of minutes of meetings of those charged with governance and regulatory news service
announcements.
We also identified the risks of material misstatement of the financial statements due to fraud. We considered,
in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls,
that the judgements and estimates made by management in their assessment of the recoverability of
intangible assets represented the most significant risk of material misstatement. Refer to the key audit matter
above.
As in all of our audits, we addressed the risk of fraud arising from management override of controls by
performing audit procedures which included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases
the more that compliance with a law or regulation is removed from the events and transactions reflected in the
financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
____
20
Use of our report
This report is made solely to the company’s members, as a body, in accordance with our engagement letter. Our
audit work has been undertaken so that we might state to the company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone, other than the company and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Zahir Khaki (Engagement Partner)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 4HD
10 March 2025
____
21
Consolidated Statement of Comprehensive Income
for the financial year ended 30 September 2024
2024
2023
Note
£’000
£’000
Revenue
2
-
-
Other Income
2
-
109
Gross profit/(loss)
-
109
Impairment losses
2
(4,269)
-
Administrative expenses
2
(854)
(1,081)
Foreign exchange (losses)/gains
(817)
(610)
Operating loss
4
(5,940)
(1,582)
Finance costs
3
(59)
(764)
Loss on disposal of investment at fair value through profit and loss
10
(336)
-
Loss on ordinary activities before taxation
(6,335)
(2,346)
Taxation
5
-
-
Loss for the year attributable to:
Equity shareholders of the parent
(6,335)
(2,346)
(6,335)
(2,346)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
348
(26)
Other comprehensive income for the year attributable to
equity shareholders of the parent
348
(26)
Total comprehensive loss attributable to equity shareholders
of the parent
(5,987)
(2,372)
2023
2023
Pence
Pence
Loss per share attributable to equity shareholders of the
parent
per
share
per
share
Basic & diluted loss per share
7
(0.17)
(0.10)
The Notes on pages 25 to 41 form part of these financial statements.
____
22
Consolidated Statement of Financial Position
as at 30 September 2024
Group
Group
2024
2023
Note
£’000
£’000
Assets
Non-current assets
Intangible assets
8
-
4,703
Property, plant and equipment
9
-
-
Investments at FVTPL
10
-
1,637
Other receivables
11
65
40
65
6,380
Current assets
Trade and other receivables
11
40
34
Cash and cash equivalents
12
857
62
897
96
TOTAL ASSETS
962
6,476
Liabilities
Current liabilities
Loans
13
(462)
(445)
Trade and other payables
14
(147)
(123)
(609)
(568)
Net current assets/(liabilities)
288
(472)
TOTAL LIABILITIES
(609)
(568)
Total net assets
353
5,908
Shareholders’ equity
Share capital
16
-
-
Share premium
17
35,318
34,886
Warrant reserve
18
225
390
Translation reserve
123
(225)
Retained deficit
(35,313)
(29,143)
Equity attributable to owners of the parent
353
5,908
Total equity
353
5,908
The financial statements were approved and authorised for issue by the Board of Directors on 10 March 2025.
The Notes on pages 25 to 41 form part of these financial statements.
Malcolm Groat
Louis Castro
Executive Chairman
Non-Executive Director
____
23
Consolidated Statement of Changes in Equity
for the financial year ended 30 September 2024
Equity attributable to equity holders of the parent
Note
Share capital Share premium
Warrant
reserve
Translation
reserve
Retained Deficit
Total
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 October 2022
-
32,527
1,374
(199)
(28,290)
5,412
Loss for the year
-
-
-
-
(2,346)
(2,346)
Comprehensive loss for the year
-
-
-
(26)
-
(26)
Total comprehensive loss for the year
-
-
-
(26)
(2,346)
(2,372)
Issue of shares (net of costs)
16,17
-
2,359
32
-
-
2,391
Issue of finance
-
-
193
-
-
193
Expiry of warrants
18
-
-
(1,209)
-
1,209
-
Expiry of conversion options
-
-
-
-
284
284
At 30 September 2023
-
34,886
390
(225)
(29,143)
5,908
Loss for the year
-
-
-
-
(6,335)
(6,335)
Comprehensive income for the year
-
-
-
348
-
348
Total comprehensive loss for the
year
-
-
-
348
(6,335)
(5,987)
Issue of shares (net of costs)
16,17
-
432
-
-
-
432
Expiry of warrants
18
-
-
(165)
-
165
-
At 30 September 2024
-
35,318
225
123
(35,313)
353
The following describes the nature and purpose of each reserve within owners' equity:
Reserve
Descriptions and purpose
Share capital
Amount subscribed for share capital at nominal value, together with transfers to share premium upon redenomination of the shares to nil par value.
Share premium
Amount subscribed for share capital in excess of nominal value, together with transfers from share capital upon redenomination of the shares to nil
par value.
Warrant reserve
Amounts credited to equity in respect of warrants to acquire ordinary shares in the Group.
Translation reserve Gains and losses on the translation of foreign operations.
Retained deficit
Cumulative net gains and losses recognised in the consolidated statement of comprehensive income less transfers to retained deficit on expiry.
The Notes on pages 25 to 41 form part of these financial statements.
____
24
Consolidated Statement of Cash Flows
for the financial year ended 30 September 2024
Note
Group
Group
2024
2023
£’000
£’000
Cash flows from operating activities
Loss before tax
2
(6,335)
(2,346)
Adjustments for:
Finance costs
3
59
764
Unrealised foreign exchange losses
772
581
Impairment provisions
4,269
-
Loss on disposal of investment
336
-
(Increase)/decrease in trade and other receivables
(8)
46
Increase/(decrease) in trade and other payables
25
(221)
Cash used in operations
(882)
(1,176)
Interest paid
-
(87)
Net cash outflow from operating activities
(882)
(1,263)
Cash flows from investing activities
Investment in intangibles
8
-
(202)
Sale of investments at FVTPL
10
1,245
-
Net cash generated from/(used in) investing activities
1,245
(202)
Cash flows from financing activities
Issue of equity instruments
16, 17
450
1,425
Costs of share issue
(18)
(84)
Repayment of loan finance
-
(580)
Convertible loans
-
625
Costs of convertible loans
-
(65)
Net cash generated from financing activities
432
1,321
Net increase/ (decrease) in cash and cash equivalents
795
(144)
Cash and cash equivalents at beginning of financial year
62
206
Cash and cash equivalents at end of financial year
857
62
The Notes on pages 25 to 41 form part of these financial statements.
Notes to the financial statements
for the financial year ended 30 September 2024
____
25
1.
Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented,
unless otherwise stated.
1.1 Basis of preparation
The financial statements have been prepared in accordance with UK-adopted International Accounting Standards.
The financial statements are presented in GBP. The Company’s functional currency is also GBP and has been assessed by the Directors based on consideration of the currency
and economic factors that mainly influence the Company’s investments, operating costs, financing and related transactions. Changes to these factors may have an impact on the
judgement applied in the determination of the Company’s functional currency.
Assets and liabilities in foreign currencies are translated into sterling at the rate of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into
sterling at the rate of exchange ruling at the date of transaction. Foreign exchange differences arising on translation are recognised in profit or loss.
The preparation of financial statements in conformity with UK-adopted International Accounting Standards requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial statements are disclosed in note 1.2.
The Group’s financial statements have been prepared in accordance with UK-adopted International Financial Reporting Standards (“IFRS”) and with those parts of the Isle of Man
Companies Act 2006 applicable to companies reporting under IFRSis. The financial statements have been prepared under the historic cost convention, except where IFRS requires
assets and liabilities to be stated at fair value.
1.2 Critical Estimates and Judgements
The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions. Although these estimates are based on management’s best
knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Details of the Group’s significant accounting judgments are set out in these
financial statements and include:
Judgements and estimates
-
Internally generated development assets
Following the redemption of the Group’s 10% interest in Tar Sands Holdings II LLC (“TSHII”) during the financial year, the directors have determined that a full impairment provision
against its Oil Sands Technology and related assets is appropriate at 30 September 2024. The reasons for this decision are:
a)
given the uncertainties concerning obtaining appropriate project financing for Greenfield, highlighted in the directors’ report, there is doubt as to the availability of adequate
financial resources to develop and use its previously capitalised assets such that the directors cannot determine reliably their value in use; and
b)
in the current conditions, there is uncertainty concerning the fair value less costs to sell of the assets concerned.
Notes to the financial statements
for the financial year ended 30 September 2024
____
26
Estimates
-
Share based payments
Estimates were required in determining the fair value of share warrants granted in the year including future share price volatility and the instrument life. Volatility is estimated using
TomCo’s historic share prices for a period of time that matches the exercise period of the warrant or option concerned. This assumes that historic share price volatility is the best
estimate of future volatility. The Black-Scholes model is used for valuing the warrants. Estimates are also made of the likely time of exercise of the warrants.
In 2021, the Company acquired the remaining 50% of Greenfield. The wholly deferred consideration comprised the potential issue of 592.8 million new ordinary shares to Valkor,
contingent on the receipt by the Group of third party funding via a loan or credit facility for the construction of an oil sands processing facility by 25 August 2024. No such loan or
credit facility was secured by such date, such that the obligation to issue the consideration shares has now lapsed. Nevertheless, under IFRS 2 there is no reversal of the original
credit to reserves of £1.063 million which represents the estimate of the fair value of the contingent issue, determined by reference to the cost of the assets acquired.
1.3 Going concern
At 31 January 2025, the Group had cash reserves of approximately £0.64 million.
The Group’s financial statements have been prepared on a going concern basis, which presumes that the Group will be able to meet its obligations as they fall due for the
foreseeable future.
The Directors have prepared a cash flow forecast for the twelve months to 10 March 2026 which shows that at the current burn rate the Group will have sufficient funds for such
period.
On 30 November 2022, the terms of the historic loan from our partners Valkor (the “Valkor Loan”), which is unsecured, were varied such that the loan is only repayable on
completion of a suitable funding transaction for Greenfield that provides sufficient funds to enable the Company to affect such repayment. Hence, the abovementioned cash flow
forecast does not include any repayment of the Valkor Loan due to the uncertainty regarding consummation of a suitable funding package for Greenfield.
The forecast, which includes all commitments at the date of this report, indicates that the Group will not need to secure any additional finance to meet its currently envisaged
working capital requirements for the twelve months to 10 March 2026. Should any unplanned expenditures arise or participation by the Group in the drilling of one or more
productions wells occur then further funding will be required as appropriate. Based on historical support from new and existing investors and debt providers, the Board reasonably
believes that additional funding can be obtained when required, via further debt or equity issuances such that it continues to consider it appropriate to prepare the Group’s financial
statements on a going concern basis. However, the Board’s ability to raise such funds cannot be guaranteed. As a consequence, there is a material uncertainty as to the going
concern status of the Group. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
Notes to the financial statements
for the financial year ended 30 September 2024
____
27
1.4 Future changes in accounting standards
The following standards have been published and are mandatory for accounting periods beginning after 1 January 2025 but have not been early adopted by the Group:
i.
Amendments to IAS 21-Lack of exchangeability;
The following standards have been published and are mandatory for accounting periods beginning after 1 January 2026 but have not been early adopted by the Group:
i.
Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and measurement of financial instruments; and
ii.
Annual improvements of IFRS: minor amendments concerning IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7.
Management does not expect that adoption of the standards listed above will have a material impact on the financial statements of the Group in future periods.
1.5 Basis of consolidation
The Group’s financial statements consolidate the accounts of the parent company, TomCo Energy plc, and all of its subsidiary undertakings (see note 23) drawn up to 30
September 2024. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
The acquisition of subsidiaries where the acquisition represents the purchase of a business is accounted for on the purchase basis. A subsidiary is consolidated where the
Company has control over an investee. The Group controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may
be a change in any of these elements of control. On acquisition, all of the subsidiary’s assets and liabilities which existed at the date of acquisition are recorded at their fair values
reflecting their condition at the time. If, after re-assessment, the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities exceeds the cost
of the business combination, the excess is recognised immediately in the statement of comprehensive income.
Acquisitions of subsidiaries where the IFRS 3 definition of a business combination are not met are accounted for as the purchase of relevant assets less liabilities at cost.
1.6 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been
identified as the Board of Directors.
Based on an analysis of risks and returns, the Directors consider that the Group has two principal business segments based on geographical location. The loss before taxation
arises principally within the UK and US. Net assets are principally in the UK and the US.
Other Revenue
Revenue from services provided to other oil and gas exploration entities is recognised as services are provided in accordance with the terms of the relevant contract.
These services, which were only provided in the prior year to September 2023, related to an agreement with Heavy Sweet Oil LLC (“Heavy Sweet Oil”), a US based oil and gas
company, to assist it with permitting and government relations in respect of their planned drilling programme adjacent to the D Tract of the TSHII site. Heavy Sweet Oil paid TomCo
$10,000 per month for its services, which is recorded as other income. Such agreement was suspended in August 2023 in light of a protracted delay in securing the requisite
permits.
Notes to the financial statements
for the financial year ended 30 September 2024
____
28
1.7 Finance income
Finance income is accounted for on an effective interest basis.
1.8 Finance costs
Finance costs comprise two elements. Interest on debt instruments is recognised by reference to the effective interest rate computed after the deduction of issue costs and the
separation of embedded derivatives. Finance costs also include the change in fair value of embedded derivatives.
1.9 Property, plant and equipment
Property, plant and equipment employed in exploration and evaluation activities are carried at cost. Following a review of the Group’s current activities, these assets remain fully
impaired as at 30 September 2024.
1.10 Intangible assets
Exploration and development licences
The Group applies the full cost method of accounting for oil and gas operations. For evaluation properties, all mineral leases, permits, acquisition costs, geological and geophysical
costs and other direct costs of exploration appraisal, renewals and development are capitalised as intangible fixed assets in appropriate cost pools, with the exception of tangible
assets, which are classed as property, plant and equipment. Costs relating to unevaluated properties are held outside the relevant cost pool and are not amortised until such time
as the related property has been fully appraised. When a cost pool reaches an evaluated and bankable feasibility stage, the assets are transferred from intangible to oil properties
within property, plant and equipment. These assets were impaired in full during the year.
Development assets
Greenfield has incurred expenditure on researching and developing the design and operation of a pilot plant and processes for oil sands extraction that is not of a scale economically
feasible for commercial production. Development expenditure at acquisition was measured at cost. Development expenditure incurred following the acquisition of Greenfield that meets the
requirements of IAS 38 for recognition as intangible assets are capitalised. All other expenditure is expensed. No amortisation will be charged on such assets until future commercial
exploitation of the processes commences. These assets were impaired in full during the year.
1.11 Impairment
Exploration and development licences
Exploration and development assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed the recoverable amount. In
accordance with IFRS 6 the Group firstly considers the following facts and circumstances in their assessment of whether the Group’s exploration and evaluation assets may be
impaired, namely whether:
-
the period for which the Group has the right to explore in a specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
-
substantive expenditure on further exploration for and evaluation of mineral resources in a specific area is neither budgeted nor planned;
Notes to the financial statements
for the financial year ended 30 September 2024
____
29
-
exploration for and evaluation of hydrocarbons in a specific area have not led to the discovery of commercially viable quantities of hydrocarbons and the Group has decided to
discontinue such activities in the specific area; and
-
sufficient data exists to indicate that although a development in a specific area is likely to proceed, the carrying amount of the exploration and evaluation assets is unlikely to be
recovered in full, either from successful development or by sale.
1.12 Taxation
Taxation expense represents the sum of current tax and deferred tax.
Current tax is based on taxable profits for the financial period using tax rates that have been enacted or substantively enacted by the reporting date. Taxable profit differs from net
profit as reported in the statement of comprehensive income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes. If deferred tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit nor loss, it is not accounted for. Deferred tax is determined using tax rates that have been enacted or substantively enacted at the reporting
date and that are expected to apply when the related deferred income tax asset is realised, or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversals of the temporary differences is controlled by the
Group and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity.
1.13 Foreign currencies
The accounts have been prepared in pounds sterling being the presentational currency of the Group. The functional currency of Tomco Energy plc is also pounds sterling. The
functional currency of the US subsidiaries is US dollars. Assets and liabilities held in the Group or overseas subsidiaries in currencies other than the functional currency are
translated into the functional currency at the rate of exchange ruling at the reporting date.
Transactions entered into by Group entities in a currency other than the functional currency of the entity concerned are recorded at the rates ruling when the transactions occur.
Exchange differences arising from the settlement of monetary items are included in the statement of comprehensive income for that period.
1.14 Leases
The Group is party as lessee only to low value or short-term leases. Rentals payable under such leases, net of lease incentives, are charged to the statement of comprehensive
income on a straight-line basis over the period of the lease.
1.15 Financial assets at amortised cost
These assets are non-derivative financial assets which are held in a business model whose objective is to collect contractual cashflows and whose contractual terms give rise on
Notes to the financial statements
for the financial year ended 30 September 2024
____
30
specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. They arise principally through types of contractual monetary asset such
as receivables. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised
cost using the effective interest rate method, less provision for impairment. Impairment provisions are recognised based on expected credit losses over the asset’s life.
The Group’s assets held at amortised cost comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position.
Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on
how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair
value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It
requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.
1.16 Financial Instruments
Financial investments
Non-derivative financial assets comprising the Company’s strategic financial investments in entities not qualifying as subsidiaries, associates or jointly controlled entities. These assets are
classified as investments at fair value through profit or loss. They are carried at fair value with changes in fair value recognised through the income statement. Where there is a significant
or prolonged decline in the fair value of a financial investment (which constitutes objective evidence of impairment), the full amount of the impairment is recognised in the income statement.
Due to the nature of these assets being unlisted investments or held for the longer term, the investment period is likely to be greater than 12 months and therefore these financial assets
are shown as non-current assets in the Statement of financial position.
Trade and other receivables
Trade receivables are measured at initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method. Trade and other receivables
are accounted for at original invoice amount less any provisions for doubtful debts. Provisions are made where there is evidence of a risk of non-payment, taking into account the age of
the debt, historical experience and general economic conditions. If a trade debt is determined to be uncollectable, it is written off, firstly against any provisions already held and then to the
statement of comprehensive income. Subsequent recoveries of amounts previously provided for are credited to the statement of comprehensive income.
Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss in accordance with the expected credit loss model under IFRS 9. For trade and other receivables
which do not contain a significant financing component, the Company applies the simplified approach. This approach requires the allowance for expected credit losses to be recognised at
an amount equal to lifetime expected credit losses. For other debt financial assets the Company applies the general approach to providing for expected credit losses as prescribed by IFRS
9, which permits for the recognition of an allowance for the estimated expected loss resulting from default in the subsequent 12-month period. Exposure to credit loss is monitored on a
continual basis and, where material, the allowance for expected credit losses is adjusted to reflect the risk of default during the lifetime of the financial asset should a significant change in
credit risk be identified.
The majority of the Company’s financial assets are expected to have a low risk of default. A review of the historical occurrence of credit losses indicates that credit losses are insignificant
due to the size of the Company’s clients and the nature of its activities. The outlook for the natural resources industry is not expected to result in a significant change in the Company’s
exposure to credit losses. As lifetime expected credit losses are not expected to be significant, the Company has opted not to adopt the practical expedient available under IFRS 9 to utilise
a provision matrix for the recognition of lifetime expected credit losses on trade receivables. Allowances are calculated on a case-by-case basis based on the credit risk applicable to
individual counterparties.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
Notes to the financial statements
for the financial year ended 30 September 2024
____
31
In the principal market for the asset or liability; or
In the absence of a principal market, in the most advantageous market for the asset or liability principal or the most advantageous market accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in
their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling
it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by
re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy, as explained above.
1.17 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at the bank and other short-term liquid investments with original maturities of three months or less.
1.18 Financial liabilities at amortised cost
Financial liabilities at amortised cost include debt instruments and the host contract element of hybrid liabilities containing embedded derivatives. These liabilities are measured
initially at transaction price, less issue costs and the separation of the fair value of embedded derivatives. They are subsequently measured at amortised cost using the effective
interest method.
1.19 Derivative liabilities
Embedded derivatives are separated from the host contract at their estimated fair value at the date of the transaction. They are subsequently measured at fair value through profit
and loss. Values attributed to the unexpired option period at the date of exercise of an option are credited to equity.
1.20 Trade payables
Trade payables are recognised at amortised cost. All of the trade payables are non-interest bearing.
Notes to the financial statements
for the financial year ended 30 September 2024
____
32
1.21 Share capital
Ordinary shares are classified as equity. Shares issued in the period are recognised at the fair value of the consideration received.
1.22 Warrants
Warrants issued as part of financing transactions in which the holder receives a fixed number of shares on exercise of the warrant are fair valued at the date of grant and recorded
within the warrant reserve. Fair value is measured by the use of the Black-Scholes model.
On expiry or exercise, the fair value of warrants is credited to reserves as a change in equity.
1.23 Share-based payments
Equity-settled share-based payments to directors are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of
equity-settled share-based transactions is set out in Note 19.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period or periods, based on the Group’s estimate of equity instruments that will
eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates,
if any, is recognised in profit or loss such that the cumulative expenses reflects the revised estimate, with a corresponding adjustment to equity reserves.
In respect of equity-settled arrangements within the scope of IFRS 2 representing contingent consideration for the acquisition of assets, the value of the equity instruments is
presumed to be equivalent to the fair value of the assets acquired. In the case of assets acquired on the acquisition of Greenfield, cost is deemed to be the best estimate of fair
value.
Notes to the financial statements
for the financial year ended 30 September 2024
____
33
2.
Segmental reporting - Analysis by geographical segment
The loss before taxation arises within principally the UK and US. Net assets are principally in the UK and US. Based on an analysis of risks and returns, the Directors consider that the
Group has two principal business segments based on geography, with the UK primarily representing head office costs of the Group. Operating segments are reported in a manner
consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the Board of Directors. The Directors
therefore consider that no further segmentation is appropriate.
United States
United Kingdom
Eliminations
Total
United States
United Kingdom
Eliminations
Total
Year ended 30 September
2024
2024
2024
2024
2023
2023
2023
2023
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
External revenue
-
-
-
-
-
109
-
109
Inter-segment sales
-
-
-
-
-
-
-
-
Cost of sales
-
-
-
-
-
-
-
-
Gross profit/(loss)
-
-
-
-
-
109
-
109
Administrative expenses
(82)
(772)
-
(854)
(151)
(930)
-
(1,081)
Impairment losses
(4,269)
-
-
(4,269)
-
-
-
-
Foreign exchange losses
(803)
(14)
-
(817)
(589)
(21)
-
(610)
Operating profit/(loss)
(5,154)
(786)
-
(5,940)
(740)
(842)
-
(1,582)
Finance (costs)/income
(59)
-
-
(59)
(91)
(673)
-
(764)
Loss on disposal of investment
(336)
-
-
(336)
-
-
-
Loss/(profit) before taxation
(5,549)
(786)
-
(6,335)
(831)
(1,515)
-
(2,346)
Non-Current assets:
- Exploration and development assets
-
-
-
-
4,703
-
-
4,703
- Other
65
-
-
65
40
-
-
40
- Investments at FVTPL
-
-
-
-
1,637
-
-
1,637
65
-
-
65
6,380
-
-
6,380
Current assets:
Trade and other receivables
-
40
-
40
2
32
-
34
Other financial assets
-
-
-
-
-
-
-
-
Cash and cash equivalents
-
857
-
857
-
62
-
62
Total assets
65
897
-
962
6,382
94
-
6,476
Current liabilities:
Trade and other payables
-
(147)
-
(147)
-
(123)
-
(123)
Financial liabilities
(462)
-
(462)
(445)
-
(445)
Total liabilities
(462)
(147)
-
(609)
(445)
(123)
-
(568)
____
34
3.
Finance costs
2024
2023
£’000
£’000
Interest payable
59
837
Change in fair value of derivatives
-
(71)
Interest income
-
(2)
Total finance costs for the financial year
59
764
4.
Operating loss
The following items have been charged/(credited) in arriving at operating loss:
2024
2023
£’000
£’000
Auditors’ remuneration: audit services
41
41
Rentals payable in respect of land and buildings
16
-
5.
Taxation
There is no tax charge in the year due to the loss incurred for the year.
Factors affecting the tax charge:
2024
2023
£’000
£’000
Loss on ordinary activities before tax
(6,335)
(2,346)
Loss on ordinary activities at standard rate of corporation tax
in the Isle of Man of nil% (2023: nil%)
-
-
Tax charge for the financial year
-
-
No charge to taxation arises due to the losses incurred. TomCo is not subject to tax in the Isle of Man but is subject to tax
in relation to its subsidiaries operating in the USA, however, the Group is loss making and has no taxable profits to date. No
deferred tax asset has been recognised on accumulated tax losses because of the uncertainty over the timing of future
taxable profits against which the losses may be offset.
Disclosure concerning deferred tax is given in note 15.
6.
Employees and Directors
The Group has one employee (2023: one) other than the Directors, whose emoluments comprise fees paid for services.
The amounts for their services are detailed below and also in the remuneration committee report in more detail. The
Directors are the key management personnel.
Salaries (incl.
bonuses)
Salaries
2024
2023
£’000
£’000
J. Potter (passed away on 24 May 2024)
131
253
M. Groat
64
50
L. Castro
56
42
Z. Phillips
50
36
Total remuneration
301
381
____
35
7.
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 year. Reconciliations of the losses and weighted average number of
shares used in the calculations are set out below.
Losses
Weighted
average
number of
shares
Per share
Amount
Financial year ended 30 September 2024
£’000
Pence
Basic and Diluted EPS
Losses attributable to ordinary shareholders on continuing operations
(6,335)
3,626,038,747
(0.17)
Total losses attributable to ordinary shareholders
(6,335)
3,626,038,747
(0.17)
Financial year ended 30 September 2023
Basic and Diluted EPS
Losses attributable to ordinary shareholders on continuing operations
(2,346)
2,444,431,749
(0.10)
Total losses attributable to ordinary shareholders
(2,346)
2,444,431,749
(0.10)
The warrants, share options and conversion options which were issued or for which entitlement was established in the
current and prior years (Notes 18 and 19) are anti-dilutive. As these instruments would be anti-dilutive a separate diluted
loss per share is not presented.
8.
Intangible assets
Oil & Gas
Oil & Gas
Oil & Gas
Oil & Gas
Exploration and
evaluation
expenditure
Development
expenditure
Patents and
patent
applications
Total
£’000
£’000
£’000
£’000
Cost
At 1 October 2022
8,526
6,108
30
14,664
Additions
7
196
-
203
Translation differences
(26)
(507)
-
(533)
At 30 September 2023
8,507
5,797
30
14,334
Disposals
(30)
-
-
(30)
Translation differences
(8)
(396)
-
(404)
At 30 September 2024
8,469
5,401
30
13,900
Amortisation/Impairment
At 1 October 2022
(8,287)
(1,314)
(30)
(9,631)
Amortisation
-
-
-
-
Impairment
-
-
-
-
At 30 September 2023
(8,287)
(1,314)
(30)
(9,631)
Impairment
(182)
(4,087)
-
(4,269)
At 30 September 2024
(8,469)
(5,401)
(30)
(13,900)
Net book value
At 30 September 2024
-
-
-
-
At 30 September 2023
220
4,483
-
4,703
The assets acquired with Greenfield are described at note 1.10. The exploration and development licences comprise nine
Utah oil shale leases covering approximately 15,488 acres. These assets were impaired in full as at 30 September 2021
and remain so.
____
36
9.
Property, plant and equipment
Exploration and evaluation equipment
£’000
Cost at 1 October 2022
386
Translation differences
-
At 30 September 2023
386
Translation differences
-
At 30 September 2024
386
Impairment at 1 October 2022
386
Charge for year
-
At 30 September 2023 and 2024
386
Net book value
At 30 September 2024
-
At 30 September 2023
-
These assets were impaired in full as at 30 September 2021 and remain so for the reasons given in note 1.11.
10. Investments at FVTPL
The fair value hierarchy of financial instruments measured at fair value is provided below
Financial assets at fair value through profit or loss
£’000
£’000
Level 3
Total
Cost at 30 September 2023
1,637
1,637
Foreign Exchange
(56)
(56)
Disposal
(1,581)
(1,581)
Cost at 30 September 2024
-
-
The financial assets splits are as below:
Non-current assets - listed
-
Non-current assets - unlisted
-
Total
-
The Group purchased a 10% membership interest in Tar Sands Holdings II LLC (“TSHII”) and held an option to purchase the
remaining 90% for additional cash consideration of $17.25 million by an extended deadline of 31 December 2023. This asset
was redeemed for £1.245 million during the year generating a loss on sale of £336,000.
____
37
11. Trade and other receivables
Group
2024
Group
2023
Current
£’000
£’000
Other receivables
17
11
Prepayments and accrued income
23
23
40
34
Non-current
Other receivables
65
40
Total Receivables
105
74
As at 30 September 2024, there were no receivables considered past due (2023: £Nil). The maximum exposure to credit
risk at the reporting date is the fair value of each class of receivable and cash and cash equivalents as disclosed in Note
12.
All current receivable amounts are due within six months.
12. Cash and cash equivalents
Group
2024
Group
2023
£’000
£’000
Cash at bank and in hand
857
62
The Group earns 0.05% (2023: 0.05%) interest on its cash deposits, consequently the Group’s exposure to interest
rate volatility is not considered material.
13. Loans
Group
2024
Group
2023
Current
£’000
£’000
Term loan
462
445
462
445
This loan comprises the loan received from Valkor, further details of which are set out in the Going Concern note and
also in the Directors’ Report.
14. Trade and other payables
Group
2024
Group
2023
Current
£’000
£’000
Trade payables
5
40
Other payables
6
16
Accruals
136
67
147
123
All current amounts are payable within six months and the Directors consider that the carrying values adequately represent
the fair value of all payables.
15. Deferred tax
Unrecognised losses
The Group has tax losses in respect of excess management expenses of approximately £16 million (2023: £15 million)
available for offset against future Company income. This gives rise to a potential deferred tax asset at the reporting
date of £4 million (2023: £3.75 million). No deferred tax asset has been recognised in respect of the tax losses carried
forward as the recoverability of this benefit is dependent on the future profitability of the Company, the timing of which
cannot reasonably be foreseen but the excess management expenses have no expiry date. In addition, subsidiary
entities have accumulated losses of approximately £13.5 million for which no deferred tax asset is recorded given the
uncertainty of future profits.
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38
16. Share capital
Number of shares
in issue
2024
£
Issued and fully paid at 1 October 2022 - shares of no par value
1,748,078,678
-
October 2022-July 2023 conversion of convertible loans
425,044,218
-
November 2022-placing (note 16)
264,285,714
-
June 2023-placing and subscription
625,000,000
-
At 30 September 2023
3,062,408,610
-
October 2023-subscription at £0.0008 per share (note 16)
125,000,000
-
January 2024-subscription at £0.001 per share (note 16)
50,000,000
-
February 2024-placing and subscription at £0.00045 per share (note 16)
666,666,667
-
March 2024-additional conversion shares
60,000
-
At 30 September 2024
3,904,135,277
-
All shares issued were issued to provide working capital for the Group.
17. Share premium
2024
2023
£’000
£’000
At 1 October
34,886
32,527
Conversion of convertible loans and associated interest
-
1,050
Placing and subscriptions-net of costs* (note 16)
432
1,309
Additional conversion shares
-
-
At 30 September
35,318
34,886
*The placing and subscriptions raised aggregate gross proceeds of £450,000 with associated costs of £18,000.
18. Warrants
At 30 September 2024, the following share warrants were outstanding in respect of ordinary shares:
2024
2024
2023
2023
number
Weighted average
exercise price
Pence
number
Weighted
average
exercise price
Pence
Outstanding at 1 October
244,190,463
0.58
452,427,350
0.88
Expired during the year
(55,000,000)
(0.75)
(397,427,350)
(0.89)
Granted during the year
26,666,667
0.05
189,190,463
0.54
Exercised during the year
-
-
-
-
Outstanding at 30 September
215,857,130
0.48
244,190,463
0.58
Exercisable at 30 September
215,857,130
0.48
244,190,463
0.58
The inputs into the Black-Scholes model for calculating the estimated fair value of warrants granted, at their grant
date, were as follows:
2024
2023
Share price (pence)
0.05
0.08-0.385
Exercise price (pence)
0.045
0.08-0.75
Expected volatility
138%
96%-111%
Risk-free rate
4.49%
3.5%-3.9%
Expected period before exercise (years)
2
2
____
39
Expected volatility was determined by calculating the historical volatility of the Company’s share price. The expected
life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
Issue of Warrants
143,333,320 warrants were issued in the year ended 30 September 2023 at exercise prices of between 0.6p and
0.75p in connection with the issue of convertible loans. In addition, 45,857,143 warrants were issued at exercise
prices of between 0.08p and 0.35p in connection with placings.
26,666,667 warrants were issued in the year ended 30 September 2024 at an exercise price of 0.045p in connection
with a placing, but are deemed to have a fair value of zero.
Each warrant in issue is governed by the provisions of warrant instruments representing the warrants which have
been adopted by the Company. The rights conferred by the warrants are transferable in whole or in part subject to
and in accordance with the transfer provisions set out in the Company’s Articles. The warrants outstanding at 30
September 2024 had a weighted average exercise price of 0.48p (2023: 0.58p) and a weighted average remaining
contractual life of 1.46 years (2023: 1.66 years). There was no charge in the income statement for the warrants issued
in the year since, as set out above, these warrants are valueless.
19.
Share-based payments
The Company implemented a share option scheme for its Directors during the year ended 30 September 2018.
Further issues of options took place in June 2020 and June 2021. Options are exercisable at a price equal to the
quoted market price of the Company’s shares at the date of grant. The vesting period is between six months and 1
year. If the options remain unexercised after a period of ten years from the date of grant (5 years in the case of
options granted in June 2020) the options expire. Options are forfeited if the director leaves the Company before the
options vest.
Details of the share options outstanding at the year-end are as follows:
2024
2024
2023
2023
number
Weighted average
exercise price
Pence
number
Weighted average
exercise price
Pence
Outstanding as at 1 October
98,365,078
0.70
98,365,078
0.70
Outstanding at 30 September
98,365,078
0.70
98,365,078
0.70
Exercisable at 30 September
98,365,078
98,365,078
Details of the options held by each Director are provided in the Directors’ Report on page 4.
No new options were granted in the year ended 30 September 2024 (2023: nil). The weighted average unexpired life
of the options at 30 September 2024 was 3.08 years (2023: 6.9 years).
During the year, John Potter sadly passed away. The share options held by John remain technically exercisable but
are out of the money at the reporting date. The Board has decided that the options will be allowed to lapse naturally
under the terms of the scheme. These options, totalling 52,714,285, are included in the number of options exercisable
at the year end.
The charge recognised in profit or loss for 2024 was £nil (2023: £nil).
____
40
Where equity instruments to be issued as consideration for the purchase of a group of assets that does not constitute
a business are within the scope of IFRS 2, the value of the equity instruments is determined by reference to the fair
value of the net assets acquired. This is deemed to be cost at the date of acquisition.
20. Financial instruments
The Group’s financial instruments, other than its investments, comprise cash and items arising directly from its
operations such as other receivables, and trade payables.
Management reviews the Group’s exposure to currency risk, interest rate risk, liquidity risk and credit risk on a regular
basis and considers that through this review they manage the exposure of the Group. No formal policies have been
put in place in order to hedge the Group’s activities to the exposure to currency risk or interest risk, however, this is
constantly under review.
There is no material difference between the book value and fair value of the Group and Company’s cash and other
financial assets.
Currency risk
The Group has overseas subsidiaries which operate in the United States and include expenses, assets and liabilities
denominated in US$. Foreign exchange risk is inherent in the Group’s activities and is accepted as such. The effect
of a 10% strengthening or weakening of the US dollar against sterling at the reporting date would, all other variables
held constant, result in a gain or loss reported in profit and loss of approximately £610,000 (2023: £650,000).
Interest rate risk
The Group and Company manage the interest rate risk associated with the Group’s cash assets by ensuring that
interest rates are as favourable as possible, whether this is through investment in floating or fixed interest rate
deposits, whilst managing the access the Group requires to the funds for working capital purposes.
The Group’s cash and cash equivalents are subject to interest rate exposure due to changes in interest rates. Short-
term receivables and payables are not exposed to interest rate risk. The Group borrows at fixed interest rates and
therefore there is no effect on profit and loss attributable to changes in interest rates.
A 1% increase or decrease in the floating rate attributable to the cash balances held at the year-end would not result
in a significant difference in interest receivable.
Liquidity risk
At the year end the Group and Company had cash balances comprising the following:
Group
Group
Bank balances
2024
£’000
2023
£’000
British Pounds
93
37
US Dollars
764
25
Total
857
62
All financial liabilities of the Group mature in less than 12 months: details of the analysis of such liabilities is provided
in Notes 13 and 14.
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter
difficulty in meeting its financial obligations as they fall due. Refer to Note 1.1 for details of going concern.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected
requirements for a period of at least 90 days.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or a counter party to a financial instrument fails to
meet its contractual obligations. The Group is principally exposed to credit risk on cash and cash equivalents with
banks and financial institutions. For banks and financial institutions, only independently rated parties with an
acceptable credit rating are utilised. There has been no significant change in credit risk since the recognition of
applicable assets and therefore no credit losses have been recognised on financial assets.
____
41
Capital management policies
In managing its capital, which include it equity, cash and debt, the Group’s primary objective is to maintain a sufficient
funding base to enable the Group to meet its working capital and strategic investment needs. In making decisions to
adjust its capital structure to achieve these aims, through new share issues or debt, the Group considers not only its
short-term position but also its long-term operational and strategic objectives.
21. Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and
non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash
flows will be, classified in the cash flow statement as cash flows from financing activities:
1 October
Financing cash flows
Non-cash
transactions
30 September
Group 2024
£’000
£’000
£’000
£’000
Loans
445
-
17
462
Total
445
-
17
462
Group 2023
Loans
1,292
(20)
(827)
445
Total
1,292
(20)
(827)
445
22. Related party disclosures
The Directors are Key Management and information in respect of Key Management is provided in Note 6.
The Company was charged £6,993 (2023: £19,429) for professional services rendered by Oil & Gas Advisors Ltd
of which a director is the controlling shareholder. £669 (2023: £733) was owed to this entity at 30 September 2024.
23. Subsidiary undertakings
The subsidiary undertakings of TomCo Energy plc at 30 September 2024 and 2023 were as follows:
Country of incorporation
Greenfield Energy LLC
USA
AC Oil LLC
USA
TurboShale Inc (dormant)
USA
The Oil Mining Company Inc (dormant)
USA
All entities are wholly-owned. Ownership of AC Oil LLC is via Greenfield Energy LLC.
24. Ultimate controlling party
As at 30 September 2024 and 30 September 2023 there was no ultimate controlling party.
25. Operating lease commitments
At 30 September 2024, the Group had no operating lease commitments (2023: £nil).
26. Subsequent events
In late November 2024, a wholly owned subsidiary, AC Oil LLC (“AC Oil”), was party to an application made to the
Utah Division of Oil, Gas and Mining for permitting to drill six holes on its lease area near Vernal, Utah.
____
42
ONLINE
www.tomcoenergy.com
info@tomcoenergy.com
TELEPHONE
+44 20 3823 3635
ADDRESS
TomCo Energy plc
60 Circular Road
Douglas
Isle of Man
IM1 1AE