REG-ADM Energy Plc: Debt Settlements and Issue of Equity

Adm EnergyAnnouncement

12/02/2026 07:02

12 February 2026

ADM Energy PLC

("ADM" or the "Company")

Debt Settlements

Issue of Equity

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resource investing
company, announces that further to the Subsidiary Financing and the Investment
Reorganisation announcements released on 30 January 2026, and following
publication of the Company’s Annual Report and Financial Statements for its
financial year ended 31 December 2024 and its Half-yearly Report for the six
months ended 30 June 2025, the Company announces that it has agreed to settle
a number of outstanding payments and fees, via the issuance of ordinary
shares, as follows.

The Company has agreed to settle a fee of £100,000 via the issue of
100,000,000 new ordinary shares of 0.001 pence each (“Ordinary Shares”) at
a price of 0.1 pence (“Issue Price”) per new Ordinary Share (“Fee
Shares”).

Further, the Company has agreed to settle a payment of £100,000 to US Oil
Consulting, LLC, a company owned by Claudio Coltellini, a Director of the
Company, via the issue of 100,000,000 new Ordinary Shares at the Issue Price
(“Payment Shares”).

Additionally, the Company has agreed to settle outstanding accrued and unpaid
fees owed to Directors of the Company, Randall Connally, Chief Executive
Officer, and Lord Henry Bellingham, Non-executive Chairman, via the issue of
202,769,124 new Ordinary Shares at the Issue Price (“Director Shares”),
and to settle unpaid salary payments owed to certain employees of ADM Energy
USA, Inc., the Company’s subsidiary, via the issue of 30,000,000 new
Ordinary Shares at the Issue Price (“SalaryShares”).

Related Party Transactions

The settlement of accrued and unpaid fees via the issue of shares to Randall
Connally and to Lord Henry Bellingham constitutes a related party transaction
for the purposes of Rule 13 of the AIM Rules, by virtue of Randall Connally
and Lord Henry Belllingham being Directors of the Company. With the exception
of Randall Connally and Lord Henry Bellingham, the Directors of the Company,
being Claudio Coltellini and Dr. Stefan Liebing consider, having consulted
with its nominated adviser, Cairn Financial Advisers LLP, that the terms of
the accrued and unpaid fee settlements are fair and reasonable insofar as its
shareholders are concerned.

The payment settlement via the issue of shares to US Oil Consulting, LLC
constitutes a related party transaction for the purposes of Rule 13 of the AIM
Rules, by virtue of US Oil Consulting, LLC being a company owned by Claudio
Coltellini, a Director of the Company. With the exception of Claudio
Coltellini, the Directors of the Company, Randall Connally, Lord Henry
Bellingham and Dr. Stefan Liebing consider, having consulted with its
nominated adviser, Cairn Financial Advisers LLP, that the terms of the payment
are fair and reasonable insofar as its shareholders are concerned.

Admission and Total Voting Rights

Application has been made for the Fee Shares, Payment Shares, Director Shares
and Salary Shares, in addition to the 100,000,000 Structuring Fee Shares and
the 296,296,296 Consideration Shares (as notified in the announcements on 30
January 2026) (together the “Admission Shares”) to be admitted to trading
on AIM, which is now expected to occur on or around 16 February 2026
("Admission"). The Admission Shares will rank pari passu in all respects with
the ordinary shares of the Company currently traded on AIM.

Following Admission, the Company's issued share capital will comprise
2,555,940,064 ordinary shares of 0.001 pence each. This number will represent
the total voting rights in the Company and may be used by shareholders as the
denominator for the calculation by which they can determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure and Transparency
Rules.

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. Upon the publication of this
announcement via Regulatory Information Service, this inside information is
now considered to be in the public domain.

Enquiries:

 ADM Energy plc                                  +1 214 675 7579   
 Randall Connally, Chief Executive Officer                         
 www.admenergyplc.com                                              
                                                                   
 Cairn Financial Advisers LLP                    +44 207 213 0880  
 (Nominated Adviser)                                               
 Jo Turner / Liam Murray / Ed Downes                               
                                                                   
 AlbR Capital Limited                            +44 207 399 9400  
 (Broker)                                                          
 Gavin Burnell / Colin Rowbury                                     
                                                                   
 ODDO BHF Corporates & Markets AG                 +49 69 920540    
 (Designated Sponsor, Frankfurt Stock Exchange)                    
 Michael B. Thiriot                                                

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, LLC
(“Vega”) and through Vega holds a 25% carried working interest in the
Altoona Lease, California (“Altoona”); an approximate 60% economic
interest in Eco Oil Disposal, LLC (“Eco Oil”) and through Eco Oil an
economic interest in JKT Technologies, LLC (“JKT Technologies”) and JKT
Wilson, LLC (“JKT Wilson”); a 42.2% economic interest in OFX Technologies,
LLC (www.ofxtechnologies.com) and through OFXT holds 100% of Efficient
Oilfield Solutions, LLC (“EOS”); and a 9.2% profit interest in the Aje
Field (“Aje”), 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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