TomCo Energy reveals details of five-way partnership

TomCo Energy announced on Friday that, further to the announcement on 28 March relating to the execution of a non-binding letter of intent between TomCo, TurboShale, the Oil Mining Company (OMC), JR Technologies and Venture Development Partners, that the parties had entered into a framework agreement.

The AIM-traded company said the parties had agreed firstly to a patent purchase and development agreement between TurboShale and JRT, whereby JRT agreed to sell their patent US7891421 B2 Method and Apparatus for In-Situ Radiofrequency Heating and patent application US2015/035433 A1 Subsurface Multiple Antenna Radiation Technology to TurboShale for a cash consideration of $25k and an interest in TurboShale.

JRT would also supervise TurboShale's laboratory work and any subsurface fieldwork.

The purchase of the patents was conditional on TurboShale completing an initial fundraise of up to $1.5m.

TomCo said the parties also agreed to a management agreement between TurboShale and TomCo under which, subject to completion of the initial fundraise, TomCo would provide management services to TurboShale at an initial rate of $7,500 per month.

In addition, TomCo would be paid $2,500 per month for administrative services.

A participation agreement between TurboShale and OMC - TomCo's wholly-owned US subsidiary through which its oil shale assets are held - was also agreed.

Under that, OMC - in relation to its mineral lease ML49571, known as the Holliday Block oil shale project in Uintah Country, Utah - agreed to maintain its exploration permit on the lease until 2020 and to make it available to TurboShale to undertake field test work, in return for TurboShale granting to OMC a worldwide non-exclusive licence for the use of TurboShale's developed technology or technologies, and TurboShale foregoing any licence fee and discounting any future royalty payments due to it by OMC.

A marketing and investor relations agreement between VDP and TurboShale was also part of the framework, under which VDP would assist TurboShale in its fundraising activities.

As set out in its announcement on 28 March, TurboShale is an oil shale technology company set up by TomCo, which was seeking to research, develop, patent and commercialise technologies that would allow licenced oil shale companies to produce synthetic crude oil on a commercial basis at current oil prices, and with a low impact on the environment, in exchange for a production royalty and licence fee.

TurboShale was seeking to raise up to $1.5m by way of a private placement, the net proceeds of which would be applied to its laboratory testing programmes, further patent applications and to general working capital.

TomCo also updated the market on its relationship with Red Leaf Resources, with which it held a licence agreement to use its EcoShale in-capsule process.

Red Leaf had reportedly reached a settlement agreement with Total E&P USA Oil Shale, which released both parties from any obligations related to the Red Leaf's Seep Ridge site.

While the details of the settlement had not been disclosed, TomCo said it understood Red Leaf had more than $100m in available cash and no debt, and that it intended to continue to pursue its business plan of commercialising the EcoShale Process.

“These agreements and the combination of the respective parties provide both the technical expertise and market knowledge necessary to not only develop the TurboShale technology but apply it in a commercially viable manner,” said TomCo CEO Chris Brown.

“The developments at Red Leaf are also cause for optimism, and TomCo will continue to engage with RedLeaf as a technical partner.”