Business
Proposed Redemption of 10% Interest in TSHII
Proposed Redemption of 10% Interest in TSHII.
About this update from Tomco Energy Plc
[{"type":"text","content":"\n\n14 August 2024\nTOMCO ENERGY PLC\n(\"TomCo\" or the \"Company\")\n \nProposed Redemption of Greenfield's 10% Membership Interest in TSHII\n \nTomCo Energy plc (AIM: TOM), the US operating oil development group focused on using innovative technology to unlock unconventional hydrocarbon resources, announces that the Company's wholly owned subsidiary, Greenfield Energy, LLC (\"Greenfield\"), entered into an agreement on 12 August 2024 (the \"Side Agreement\") with Tar Sands Holdings II, LLC (\"TSHII\") and Endeavor Capital Group LLC (\"Endeavor\"), which holds 90% of TSHII's membership interests, with respect to the proposed redemption of Greenfield's 10% membership interest in TSHII for an aggregate purchase price of US$1,575,000 (approximately £1,234,000) (the \"Proposed Redemption\") under a proposed redemption agreement (\"Redemption Agreement\"). TSHII, Greenfield and Endeavor concurrently entered into a Second Amended and Restated Operating Agreement (the \"Revised Operating Agreement\") to facilitate a buyout of TSHII's interests by a third party buyer, IRRX (as described further below).\n \nPursuant to the terms of the Side Agreement, both TSHII and IRRX (defined below) have agreed not to terminate an existing lease between AC Oil LLC (\"AC Oil\"), a wholly-owned subsidiary of Greenfield, and TSHII (the \"Lease\"), and to negotiate in good faith with Greenfield with respect to entering into an additional lease for mining rights on land owned by TSHII (the \"Additional Lease\"). Accordingly, Greenfield should be able to continue to pursue its existing tar sands development project and potential in-situ well programme, subject to securing the requisite additional funding and permitting going forwards, post completion of the proposed transaction. \n \nThe Proposed Redemption stems from a recent approach to Endeavor by Integrated Rail and Resources Acquisition Corp. (OTC: IRRX) (\"IRRX\") expressing interest in potentially acquiring 100% of TSHII by way of a merger. IRRX is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganisation, or similar business combination with one or more businesses with a particular focus on natural resources, railroads and/or railroad logistics companies or any c...