REG - ADM Energy PLC - Board Changes & Update on Working Capital Position

Adm EnergyAnnouncement

21/02/2025 14:30

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RNS Number : 0784Y  ADM Energy PLC  21 February 2025

21 February 2025

 

 

ADM Energy PLC

 

("ADM" or the "Company")

 

Directorate Changes

Update on Working Capital Position

 

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resource investing
company, provides the following updates in respect of the Company.

 

Directorate Changes

The Company announces that, effective immediately,  Stefan Olivier has
resigned from his role as Executive Director and Chief Executive Officer of
the Company.

 

The Company has agreed that it intends to appoint Randall Connally to the
Board of the Company as Executive Director and Chief Executive Officer,
subject to the completion of the required due diligence and regulatory checks.
A further announcement will be made in due course.

 

Further to Stefan Olivier's resignation, Claudio Coltellini, a former director
of the Company, has been appointed as a Non-executive Director of the Company.
Claudio Coltellini joined the Board in April 2023 and resigned from his role
as a Director in December 2024 to focus on other projects.  Claudio
Coltellini has be reappointed as a Director of the Company to assist with the
Company's focus on its two U.S investee companies; JKT Reclamation, LLC
("JKT"), and Vega Oil and Gas, LLC ("Vega"), and support the Company in light
of the changes to the Board.

 

As announced on 25 April 2023, Claudio Coltellini is an Italian citizen and
now resides with his family in the state of Florida, U.S.  Prior to working
in the U.S. onshore oil and gas sector, he joined Deutsche Bank where he
worked for seven years.  He has invested in the U.S. oil and gas sector for
approximately 17 years and has held roles as CEO of several private U.S. oil
and gas companies focused on investment in the states of Texas, California,
Kansas and Louisiana.

 

The information pursuant to Schedule Two, paragraph (g) of the AIM Rules for
Companies in respect of  Claudio Coltellini (age 52) is set out in the
Appendix at the bottom of this announcement.

 

Immediate Financing and Working Capital Position Update

As disclosed in the Company's half-yearly results for the six months ended 30
June 2024, announced on 31 December 2024, whilst the Board remains confident
of the performance of its portfolio of investments, the Company is currently
operating from a severely constrained working capital position, and currently
has approximately £20,000 of cash available.

 

The Company has been notified by its major shareholder, OFX Holdings, LLC
(formerly Tennessee Black Gold, LLC) that it will provide a capital commitment
of up to £120,000 ("Proposed Financing") which will be provided to the
Company in three equal tranches of £40,000 over the subsequent 90 days from
the date of this announcement, in order to support the Company with its
immediate obligations and short term working capital needs. The Proposed
Financing will be structured as a 12 month loan with an interest rate of 9.0%
per annum, unless an alternative structure is mutually agreed by the parties,
which may include participation in a further capital fundraise.

 

With the Proposed Financing, and with the ongoing support of creditors, the
Board believes that the Company will have sufficient working capital through
to 30 June 2025.

 

The Directors will continue to carefully monitor the working capital position
of the Company and will continue to explore financing options.

 

Related Party Transaction

The provision of the Proposed Financing by OFX Holdings, LLC, being a
substantial shareholder in the Company (a shareholder with over 10% of the
issued share capital of the Company) and a company owned and controlled by
Claudio Coltellini, a Director of the Company as of the date of this
announcement, constitutes a related party transaction for the purposes of Rule
13 of the AIM Rules. With the exception of Claudio Coltellini, a director of
OXFH and as such is not independent of the Proposed Financing, the Directors
of the Company, Dr Stefan Liebing and Lord Henry Bellingham consider, having
consulted with its nominated adviser, Cairn Financial Advisers LLP, that the
terms of the Proposed Financing are fair and reasonable insofar as its
shareholders are concerned.

 

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

 

 

Appendix

 

Information on Claudio Coltellini pursuant Schedule Two, paragraph (g) of the
AIM Rules for Companies

 

 Current Directorships / Partnerships:      Past Directorships / Partnerships (within the last five years):
 ADM Energy USA, Inc                        ADM Energy plc
 Atlantic Bridge Energy, Inc                Euramerica Acquisition Fund, LLC
 Golem Consulting and Service, LLC          Euramerica Management, LLC
 OFX Holdings, LLC                          Euramerica Petroleum Corp
 Partners & Friends Holding Corp ((1))      Stradivari Oil, LLC
 Partners & Friends Holding Corp ((2))      Tego Oil LLC
 Tex Oil LLC
 US Oil Consulting, LLC
 (1)   Wyoming jurisdiction

 (2)   Texas jurisdiction

 

 Coltellini is a director and shareholder of OFX Holdings, LLC, formerly
Tennessee Black Gold, LLC, which holds 123,744,367 ordinary shares in the
Company representing approximately 19.71 per cent. of the Company's current
issued share capital.  Coltellini also holds 2,000,000 shares in the Company
personally, for an aggregate amount of 20.03 per cent.

 

Enquiries:

 

 ADM Energy plc                                       +44 (0)207 459 4718
 Lord Henry Bellingham, Non-executive Chairman
 www.admenergyplc.com (http://www.admenergyplc.com/)

 Cairn Financial Advisers LLP                         +44 20 7213 0880
 (Nominated Adviser)
 Jo Turner, James Caithie, Ed Downes

 ODDO BHF Corporates & Markets AG                      +49 69 920540
 (FSE Designated Sponsor)
 Michael B. Thiriot

 Gracechurch Group                                    +44 20 4582 3500
 (Financial PR)
 Harry Chathli, Alexis Gore, Henry Gamble

 

About ADM Energy PLC

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) is a natural resources investing
company with investments including a 100% interest in Vega Oil and Gas; a
30.6% economic interest in JKT Reclamation, LLC; a 46.8% economic interest in
OFX Technologies, LLC (www.ofxtechnologies.com
(http://www.ofxtechnologies.com) ); and a 9.2% profit interest in the Aje
Field, part of OML 113, which covers an area of 835km² offshore Nigeria. Aje
has multiple oil, gas, and gas condensate reservoirs in the Turonian,
Cenomanian and Albian sandstones with five wells drilled to date.

 

Forward Looking Statements

Certain statements in this announcement are, or may be deemed to be,
forward-looking statements. Forward looking statements are identified by their
use of terms and phrases such as "believe", "could", "should", "envisage'',
"estimate", "intend", "may", "plan", "potentially", "expect", "will" or the
negative of those, variations or comparable expressions, including references
to assumptions. These forward-looking statements are not based on historical
facts but rather on the Directors' current expectations and assumptions
regarding the Company's future growth, results of operations, performance,
future capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business prospects and
opportunities. Such forward-looking statements reflect the Directors' current
beliefs and assumptions and are based on information currently available to
the Directors.

 

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