- TomCo Energy plc has acquired a 50% interest in Greenfield Energy from Valkor LLC.

Greenfield Energy is the 50/50 joint venture company established by TomCo and Valkor in mid 2020, for wholly deferred equity consideration.

Issue of the Acquisition Shares is subject to Greenfield receiving funds from, or drawing upon, a loan or credit facility in connection with the construction of an oil sands processing facility as specified in the FEED Study dated 21 July 2021.

In the event that Financial Close is not achieved within three years of the Effective Date no consideration is payable by the company to Valkor and the obligation to issue the Acquisition Shares will lapse.

The value of the maximum Acquisition Shares, based on the mid-market price of an Ordinary Share at the close of business on 25 August 2021 (being the latest practicable date prior to the date of this announcement) is, in aggregate, approximately £3.1m.

The MIPA contains, inter alia, certain customary representations and warranties from Valkor in relation to the sale of its interest in Greenfield for a transaction of this nature.

In connection with the Acquisition and shortly prior to receiving the Acquisition Shares, Valkor has agreed to enter into a lock-in and orderly market agreement with the company. During the period of 18 months from execution of this agreement, Valkor will, subject to limited exceptions, not dispose or agree to dispose of any Acquisition Shares or any other Ordinary Shares or interest in Ordinary Shares from time to time acquired by or issued to it.

Thereafter, for so long as Valkor holds 10% or more of the Company's issued ordinary share capital, Valkor has agreed not to dispose or agree to dispose of any interest in Ordinary Shares except with the prior written consent of the Company, with any agreed disposal being subject to orderly market principles.

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