Valkor Partnership, Part Loan Convert & Fundraise

23 February 2026

TOMCO ENERGY PLC
("TomCo" or the "Company")

Renewed Partnership and Amendment and Part Conversion of Loan with Valkor LLC via Greenfield Energy, LLC, Proposed Appointment of Non-Executive Director

and Equity Fundraise of £550,000 gross

TomCo (AIM: TOM), the US operating oil development group focused on using innovative technology to unlock unconventional hydrocarbon resources, is pleased to announce details of a renewed and closer collaboration with Valkor LLC ("Valkor"), its current principal contractor, technical partner and former joint venture partner, involving, inter alia, the issue of new membership interests in Greenfield Energy, LLC ("Greenfield") such that Greenfield is now jointly (50:50) owned and controlled by TomCo and Valkor, with the intention of jointly exploiting its subsidiary's existing leased oil-sands acreage in the Uinta Basin, Utah, United States, and intellectual and technological expertise.

In addition, Steven Byle, Valkor's founder and CEO, is shortly intended to be appointed as a Non-Executive Director to TomCo's Board pending completion of the Company's Nominated Adviser's customary due diligence process. Valkor has also agreed to certain amendments to its pre-existing loan facility to Greenfield including the conversion of approximately half of the outstanding principal and accrued/additional interest into new ordinary shares of no-par value each in the capital of TomCo ("Ordinary Shares") at a substantial premium to the Company's prevailing market share price. Furthermore, the Company has raised, in aggregate, £550,000 before expenses by way of a placing and subscription with certain existing and new investors to provide additional working capital for the TomCo group.  

Highlights:

·     Valkor issued with 50% ownership interest in Greenfield and re-introduced as a party to its operating agreement to assist closer collaboration with TomCo to unlock Greenfield's considerable potential including, subject to additional funding being procured, potential drilling on AC Oil LLC's leased acreage and potential construction of a future oil sands separation plant on the back of Valkor constructing and commissioning a similar plant on its neighbouring project area

·     Existing loan facility between Greenfield and Valkor amended and restated to, inter alia, revise the repayment date and interest rate and settle half of the total amended outstanding balance via the issue of new equity in TomCo at a deemed price of 0.1p per share representing a substantial premium to the Company's prevailing market share price

·     Planned appointment of Steven Byle, a highly accomplished serial entrepreneur with substantial experience of innovative companies and technologies and international projects in the energy sector, as a Non-Executive Director to assist with the TomCo group's growth and development

·     £550,000 gross fundraise, by way of a placing and subscription with certain existing and new investors, to provide additional working capital and strengthen the group's financial position    

Malcolm Groat, Executive Chairman of TomCo, today commented:

"We are delighted to have reached agreement for closer collaboration and alignment of interests and purpose with Valkor, a well renowned service provider and operator in Utah, with their re-introduction as a co-owner of Greenfield to assist in unlocking its considerable potential. Valkor has also agreed, inter alia, to convert half of its outstanding loan facility into new equity in TomCo at a sizeable premium to help alleviate the group's indebtedness and we look forward to Steve shortly joining the TomCo Board as a Non-Executive Director to help realise our significant growth ambitions.

"We are also most appreciative of the continued support of certain of our key long-term shareholders in the Fundraise which will provide additional funds to enable us to pursue our previously outlined strategic objectives. "

Enquiries:

For further information, please visit www.tomcoenergy.com.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019.

Additional Information

Renewed Collaboration with Valkor via Greenfield

Further to the Company's interim results of 25 June 2025, the TomCo Board has been in protracted negotiations with Valkor with respect to agreeing terms for a new partnership arrangement to potentially jointly drill on the TomCo group's approximately 320 acres of leased acreage in Uintah County, Utah, United States owned  by Tar Sands Holdings II LLC ("TSHII") (the "Lease Area"). The Lease Area is subject to an existing 10-year lease arrangement, entered into and commencing in November 2021, between AC Oil, LLC ("AC Oil"), wholly owned by Greenfield, and TSHII (the "Lease"). The Lease affords 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.

Valkor has continued to drill on and progress its neighbouring Asphalt Ridge project and has recently announced that it will shortly commence construction of a fully funded, full-scale, asphalt plant on its acreage, aiming to be in production by the end of 2026. Valkor has also announced that it is trialling various techniques to drill for oil below the oil-sands layer, aiming to optimise a commercially viable methodology by the end of 2026.   

Accordingly, the Company, Greenfield and Valkor have today entered into a definitive second amended and restated operating agreement (the "Operating Agreement") with respect to Greenfield, alongside which Valkor has been granted a 50 per cent. membership interest in the company in return for potential joint drilling on the Lease Area and the opportunity to potentially finance and construct a future oil sands separation plant on the back of Valkor constructing and commissioning a similar plant on its neighbouring project area, such that Greenfield is now jointly owned and controlled by TomCo and Valkor.

Pursuant to the terms of the Operating Agreement, the parties have, inter alia, the right to drill and a right of first refusal to participate in any wells drilled by the other party on the Lease Area (covering both the currently permitted six wells and any future wells) with potential drilling operations currently targeted to commence once Valkor's aforementioned oil drilling methodology has been optimised. As indicated previously, we anticipate that a typical well will cost in the order of $0.8m to $1.0m to drill and would be held by separate special purpose vehicles outside of Greenfield and funded by a consortium of investors with TomCo being a significant participant in one or more of such wells and receiving a proportionate production/revenue share based on the funding contributed. There can be no guarantee that any such wells will ultimately be drilled, or, if drilled, that they will be commercially successful, or that the Company will be able to raise the requisite additional funds to participate at the relevant time.

In the longer term, Valkor has agreed to provide TomCo the opportunity to pursue the potential financing, construction and commissioning of a similar mined oil sands separation plant on tract D of the Lease Area for a period of 18 months from Valkor's own aforementioned plant coming onto commercial production, thereby significantly de-risking and proving the viability of such a future operation which would be operated by Greenfield and subject to certain profit sharing and royalty arrangements between the parties.      

The Operating Agreement also stipulates that on an annual basis the parties will agree on the business plan and budget for Greenfield and funding thereof and the day-to-day management of the company. There are certain prescribed actions that require the unanimous written approval of the members and appropriate deadlock/dispute, restricted transfer and buyout provisions and other terms appropriate for an agreement of this nature which is subject to the laws of Utah.

Amended and Restated Loan Agreement  

Valkor and Greenfield have today entered into an amended and restated loan agreement (the "Amended Loan Agreement"), pursuant to which the parties have agreed to alter certain of the commercial terms of the existing, long standing, unsecured loan facility provided in November 2021 and part settle approximately half of the amended balance (as detailed below) via the issue of new equity in TomCo.

The key amendments comprise:

-     Additional interest of $168,000 in recognition of the significant duration of the facility which was initially intended as a short-term bridge to facilitate Greenfield's acquisition of a 10 per cent. interest in TSHII which was subsequently disposed of/redeemed in September 2024. Together with accrued regular interest of $131,500 and outstanding principal of $500,000, the amended total outstanding balance prior to the part conversion detailed below was $799,500.

-     A revision to the repayment date and interest rate such that the amended balance, as adjusted for the part conversion below, shall be due and payable on 23 February 2027 and interest shall now accrue at a fixed rate of 2.70 per cent. per annum, compounded annually.

-     An amount of $399,750 shall be settled/repaid within the next 14 days via the issue of 290,500,000 new Ordinary Shares in TomCo (the "Partial Loan Settlement Shares") at a deemed price of 0.1 pence per share and agreed USD:GBP exchange rate of approximately 1.376 such that Valkor will be interested in approximately 4.8 per cent. of the Company's enlarged issued share capital at Admission (as defined below). The deemed conversion price of 0.1 pence represents a premium of approximately 81.8 per cent. to the mid-market closing price on AIM of 0.055 pence per Ordinary Share on 20 February 2026, being the latest practicable business day prior to the date of this announcement. The conversion amount is to be applied first to settling the outstanding accrued interest with the remainder reducing the principal amount outstanding.

-     The resulting remaining balance of $399,750 and further accrued interest can be prepaid in whole or in part by Greenfield at any time without penalty. Subject to meeting its normal working capital requirements, Greenfield intends to apportion one third of future Financings (as defined in the Amended Loan Agreement and excluding the current Fundraise defined below) to satisfaction of the outstanding balance.

The Amended Loan Agreement is governed by the laws of Utah and contains customary events of default for an agreement of this nature.

Proposed Appointment of Non-Executive Director

Steven Byle, founder and CEO of Valkor, is shortly intended to be appointed as a Non-Executive Director of the Company subject to satisfactory completion of the due diligence required by the AIM Rules for Companies and AIM Rules for Nominated Advisers to be undertaken by the Company's Nominated Adviser. A further announcement, including the requisite Schedule 2(g) disclosures required under the AIM Rules for Companies, will be made in due course upon Mr Byle's appointment to the Board.

Mr Byle is a highly accomplished executive and serial entrepreneur with substantial experience of, inter alia, creating and developing innovative companies and technologies and executing international projects in the energy sector. These include being former CTO of Dockwise B.V., which reached over $1bn in debt and equity and achieved over $500m in revenue during his tenure, former CEO of Offshore Kinematics, Inc. which was sold for $57m and a former director of Core International Group which was sold for approximately $20m. He has lived and worked extensively overseas, speaking Chinese amd Spanish fluently, and currently resides primarily in Utah, United States. He holds a Bachelors degree in Engineering, summa cum laude, from the University of Michigan and a Doctor of Jurisprudence with honors in Intellectual Property Law from the University of Texas. He was awarded the 2011 Alumni Achievement Award in Engineering from the University of Michigan and the 2018 Rosenblatt-Michigan Award and has sat on an advisory board for the Michigan Engineering School. As well as currently acting as CEO of Valkor, a diverse energy services company, he is currently also a director of, inter alia, Highlands Development Group LLC and Heavy Sweet Oil LLC and is a former director and/or owner of a number of other public and private companies.

Details of the Equity Fundraise and Related Party Transaction

The Company has today raised, in aggregate, gross proceeds of £550,000, by way of a £400,000 placing (the "Placing") and a £150,000 subscription (the "Subscription"), for the issue of, in aggregate, 1,833,333,332 new Ordinary Shares (the "Fundraise Shares") at a price of 0.03 pence per share (the "Fundraise").

The Fundraise Shares will represent approximately 30.3 per cent. of the Company's enlarged issued share capital. The Fundraise price represents a discount of approximately 45.5 per cent to the mid-market closing price on AIM of 0.055 pence per Ordinary Share on 20 February 2026, being the latest practicable business day prior to the publication of this announcement.

The Fundraise has been undertaken to provide additional working capital for the TomCo group as it seeks to progress its previously outlined strategic objectives.

The Placing was arranged by CMC Markets UK Plc ("CMC"), trading as CapX, who acted as the Company's sole placing agent in respect of the Placing. CMC has entered into an agreement with TomCo (the "Placing Agreement") under which, subject to the conditions set out therein, CMC has been instructed by TomCo to assume the duties of placing agent to target subscribers for the Placing shares. The Placing Agreement includes customary provisions including that the Placing Agreement can be terminated, inter alia, if (i) there is a breach of any material warranty, or any of the other obligations on the Company which is material in the context of the Placing, and (ii) in the reasonable opinion of CMC there has occurred a material adverse change in the business of or the financial or trading position of the Company, or (iii) the name or reputation of CMC is likely to be prejudiced if it continues to act as placing agent.

The Company is also pleased to announce that CMC has been appointed as the Company's joint corporate broker with immediate effect.

The Subscription has been undertaken with Matthew Jones (as to £100,000 for 333,333,333 new Ordinary Shares) and Jonathan Mathias (as to £50,000 for 166,666,666 new Ordinary Shares), being existing substantial and significant shareholders in the Company respectively. As an existing substantial shareholder, Mr Jones is a related party of the Company (as defined in the AIM Rules for Companies). Accordingly, his participation in the Subscription is deemed to constitute a related party transaction pursuant to AIM Rule 13. The TomCo directors, having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that the terms of his participation in the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Application for Admission to Trading and Total Voting Rights

The new Partial Loan Settlement Shares and Fundraise Shares will rank pari passu with the existing Ordinary Shares and application will be made to the London Stock Exchange for such shares to be admitted to trading on AIM ("Admission").  It is expected that Admission will become effective and that dealings in the Partial Loan Settlement Shares and Fundraise Shares on AIM will commence at 8.00 a.m. on or around 27 February 2026.  

Upon Admission, the Company's enlarged issued share capital will consequently consist of 6,054,635,276 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 6,054,635,276.  With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

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