REG - ADM Energy PLC - Final Results, Annual Report and Notice of AGM
27/06/2023 07:15
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RNS Number : 9675D ADM Energy PLC 27 June 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
27 June 2023
ADM Energy PLC
("ADM", the "Group" or the "Company")
Final Results, Publication of Annual Report and Notice of AGM
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resources investing
company, announces its audited full year results for the 12 months ended 31
December 2022.
Aje Field, OML 113
· In July 2022, PetroNor E&P Limited's ("PetroNor") completed its
acquisition of Panoro Energy ASA's ("Panoro") interest in OML 113
· In August 2022, completed the 17(th) Lifting at the Aje Field
totalling 94,187 barrels with a net share of 8,683 barrels to ADM, which
equates to ADM's profit interest of approximately 9.2%
· JV Partners are progressing development plans for the Aje Field,
including replacement of the Floating Production Storage and Offloading
("FPSO"), and as a result there is currently a pause in production
Post period, Investment in Onshore US Oil Leases and Work Programme
· Invested in five oil leases through an acquisition of Blade Oil V,
LLC for US$1,614,000 (the "acquisition"). The focus of the acquisition is one
lease in the Midway-Sunset Oilfield, one of the largest fields in the US
· Primary focus of US portfolio is a 70.0% working interest participation
in an initial three well drilling programme to target shallow oil production
on the Altoona Lease
· Concurrent with the acquisition, ADM has entered into subscription
agreements to issue secured convertible loan notes ("SCLN") with an aggregate
face value of up to US$1.5 million
Corporate and Financial Highlights
· Made directorate changes with appointments of Stefan Olivier as CEO,
previously co-founder of MX Oil plc (now ADM Energy plc), and Claudio
Coltellini as Non-executive Director
· Revenue was £0.7m (2021: £1.8m)
· Operating costs reduced by 81% to £0.4m (2021: £1.9m)
· Loss before and after tax was £2.1m (2021: £2.5m)
· In January 2022, the Company completed an equity fundraising of
approximately £561,000 with Optima Resources Holding Limited
· In October 2022, the Company completed an equity fundraising of
approximately £725,000 through a subscription and loan from OFX Holdings, LLC
(formerly TN Black Gold, LLC) ("OFX")
Stefan Olivier, CEO of ADM Energy, said: "Having recently joined ADM, I am
really excited about the period that lies ahead of us. Since becoming CEO, we
have been honing our strategy, which focuses on identifying investment
opportunities that are near-term producing assets in proven oil and gas
jurisdictions to enhance our investment portfolio. In light of this, I am very
pleased that we have already made our first investment, acquiring Blade V
which owns a portfolio of North American Oil and Gas assets in a highly
prospective region. We are hugely excited to add these assets to our
investment portfolio and the opportunity to add significant value for
shareholders.
"Looking forward, we are aiming to progress both the development plans at Aje
alongside the JV partners, as well as developing these new North American
assets. Consequently, both the Board and I can see a great opportunity to
bring value to ADM and its shareholders and we look forward to updating the
market on our progress on these milestones in due course."
Annual Report and Accounts and Notice of AGM
The Company will shortly be publishing its Annual Report and Accounts
including a Notice of AGM. These will be made available on the Company's
website at www.admenergyplc.com (http://www.admenergyplc.com) . The AGM is
to be held at the offices of Shakespeare Martineau, 60 Gracechurch St, London
EC3V 0HR at 10.00 a.m. on 25 July 2023.
Enquiries:
ADM Energy plc +44 20 7459 4718
Stefan Olivier, CEO
www.admenergyplc.com (http://www.admenergyplc.com/)
Cairn Financial Advisers LLP +44 20 7213 0880
(Nominated Adviser)
Jo Turner, James Caithie
Hybridan LLP +44 20 3764 2341
(Broker)
Claire Louise Noyce
ODDO BHF Corporates & Markets AG +49 69 920540
(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 is a natural resources investment company with oil and gas assets
in Nigeria and the US. We hold a 9.2% profit interest in the Aje Field, part
of OML 113 in Nigeria. We also hold a portfolio of interests in oil and gas
projects, the primary focus of which is a 70.0% working interest participation
in an initial three well drilling programme to target shallow oil production
on the Altoona Lease, in the Midway-Sunset Oilfield, California, the third
largest oil field in the US.
We are seeking to build on our existing asset base and target other investment
opportunities across the West African region in the oil and gas sector. These
will be based on attractive risk reward profiles such as proven nature of
reserves, level of historic investment, established infrastructure, route to
early cash flow and exploration upside.
Operating Review
ADM's strategy focuses on identifying investment opportunities that are
near-term producing assets in proven oil and gas jurisdictions to enhance our
investment portfolio.
Acquisition of Blade V
In May 2023, ADM invested in a portfolio of interests via the acquisition of
Blade V from OFX Holdings LLC (Formerly TN Black Gold, LLC ("OFX"), a total
maximum consideration of US$1,614,000.
Blade V owns a portfolio of interests in oil and gas projects, the primary
focus of which is a 70.0% working interest participation in an initial three
well drilling programme to target shallow oil production on the Altoona Lease
located in the Midway-Sunset Oilfield, Kern County, California.
The Midway Sunset Oil Field has produced in excess of 3 billion barrels of oil
since production began in 1889. It is the largest known oilfield in California
and the third largest in the United States. Chevron Corporation has been
operating in the San Joaquin Valley for over 100 years and its interests in
the area represent its core, onshore USA assets. The Altoona Lease is a highly
unique opportunity for a small company to benefit from substantial investment
and de-risking of the target opportunities by a major company. Surrounded by
Chevron on three sides, the project is a direct beneficiary of the
infrastructure and pipelines built to service Chevron's production in the
area.
In addition, the interests held by Blade V comprise:
· 100.0% working interest in the Schweitzer Lease in Graham County,
Kansas where a work-over programme to restore production from two wells is
currently in process.
· 50.0% fully funded working interest in a three well workover
programme in Texas targeting initiation of production from three wells.
· 50.0% working interest in the Pearson, Oberlin and Moon Leases, a
three well workover programme.
· Total gross and net leasehold acreage associated with the acquisition
is 423 acres and 295.5 acres, respectively.
· ADM will be a non-operating financial investor in the interests.
Further information regarding the Blade V portfolio can be found in the
acquisition announcement of 25 May 2023. Details of ADM's interests are as
follows:
Lease/Well County, State Working Interest Net Revenue Interest Operator ((1))
Altoona Kern, CA 70.0% 52.5% To Be Determined(1)
Pearson Grimes, TX 50.0% 37.5% Guardian(2)
Oberlin Upshur, TX 50.0% 37.5% Guardian(2)
Moon Upshur, TX 50.0% 37.5% Guardian(2)
Schweitzer Graham, KS 100.0% 75.0% Tex Oil, LLC(3)
Notes:
1. Altoona: a California licensed and bonded contract operator to be
determined by OFX and ADM.
2. Guardian Energy Operating Co., LLC is a registered Texas operator
75.0% owned by OFX.
3. Tex Oil, LLC is a registered Kansas operator.
The acquisition of Blade V ties into my vision for ADM to expand our
investment portfolio by bringing in quality, near term production assets with
low risk and high upside that can add significant value to the Company.
Aje Field
In July 2022, the Joint Venture development of Aje took an important step
forwards when PetroNor E&P Limited ("PetroNor") announced that it had
completed the purchase of 100% of Aje Interests of Panoro Energy ASA
("Panoro"). PetroNor agreed to acquire Panoro's interest in OML 113 for an
upfront consideration of USD 10 million, with a contingent consideration of up
to USD 16.67 million based on future gas production volumes. The completion of
a purchase of interests in Aje from an established, heavyweight partner such
as PetroNor demonstrates the strong value proposition posed by the asset. With
the transaction completed, the next stage will be for the JV Partners to agree
on the long-term field development plans for the Aje Field.
Discussions are continuing with the JV partners regarding plans to replace the
current Floating Production Storage and Offloading ("FPSO") to increase gas
handling capacity and support development plans to monetise the field's
significant wet gas potential, which is estimated at potentially 1.2 trillion
cubic feet of wet gas resources.
In August 2022, the 17th lifting at the Aje Field was carried out for a total
of 94,187 barrels with a net share of 8,683 to ADM. This lifting was drawn
from oil previously stored on the FPSO as there was no oil production from the
Aje Field (Aje-4 and Aje-5) in 2022. As previously announced, the JV partners
implemented a suspension of production at Aje to upgrade the FPSO and increase
the capacity and production capability in line with the development plans.
Barracuda
ADM is currently following legal proceedings in respect of its interest in the
Barracuda oil field. As announced on 13 December 2021, the Company and
K.O.N.H. (UK) Ltd ("KONH") obtained an interim injunction at the Federal High
Court of Nigeria, Lagos ("Court") restraining Noble Hill-Network Limited
("NHNL"), its officers, agents, privies, or person howsoever connected from
selling, disposing, divesting, or tampering with the 70% shareholding interest
of KONH in NHNL to third-party investors or in any other manner whatsoever.
The interim injunction continues to stand.
During the period, the Company announced the result of the CPR on the
Barracuda Field with a 2U (P50) case, the NPV10 is +$99mm with an IRR of 45%,
assuming at least 70mmbbls STOIIP is discovered.
Following the appointment of a new CEO (and subsequent investment and focus on
developing the Blade V assets) and the protracted legal proceedings and
settlement discussions, the management team and Board have made the decision
to write-down the investment in Barracuda for prudence.
New leadership and board changes
The Board was pleased to appoint Stefan Olivier as CEO in April 2023,
replacing former CEO, Osa Okhomina. Stefan has extensive corporate broking and
oil and gas experience, including as the co-founder of MX Oil plc, now ADM
Energy. He played a pivotal role in securing and financing the participation
of ADM in the Aje field and in securing the support of OFX prior to its
initial investment in the Company.
Stefan has been on the Boards of several other public and private companies
and brings years of experience of working in natural resources. He will drive
forward our strategy of building a multi-asset portfolio, as evidenced in his
short time here by the acquisition of Blade V.
The board was also strengthened by the addition of Claudio Coltellini as
Non-executive Director. Claudio has invested in the U.S. oil and gas sector
for approximately 15 years and is CEO of four private US oil and gas companies
focused on investment in the states of Texas, California, Kansas and
Louisiana, and well placed to share his expertise to help capitalise on the
Company's acquisition of Blade V.
Financial Review
For the year ended 31 December 2022, the Group's revenue decreased by 62.2% to
£0.7 million (2021 £1.8 million), reflecting the suspension of production at
Aje.
Operating costs decreased by 80.5% to £0.4 million (2021 £1.9 million).
Decommissioning provision amounted to £1.6 million (2021 £1.3 million).
Depreciation & amortisation expense increased by 38.3% to £0.07 million
(2021: £0.05 million).
Administrative expenses decreased by 26.3% to £1.7 million (2021: £2.3
million). Finance costs increased to £0.12 million (2021 £0.06 million).
Loss after taxation decreased 16.5% to £2.1 million (2021: £2.5 million
loss). The Directors do not propose a dividend (2021 £nil).
As of 31 December 2022, the Group had cash and cash equivalents of £0.025
million 31 December (2021 £0.3 million).
Funding
The Company raised a total of £1.29 million through two fundraises in 2022.
In January 2022, the Company raised a total of £561,000 through a
subscription with Optima Resources Limited, with funds used for general
working capital expenditures. In October 2022, the Company then raised
approximately £725,000 through a subscription and a loan from OFX Holdings,
LLC (formerly TN Black Gold, LLC) ("OFX"). The subscription raised a total of
£500,000, combined with a $250,000 loan facility.
In May 2023 the Company announced, alongside the acquisition of Blade V, that
it has entered into subscription agreements to issue secured convertible loan
notes ("SCLN") with an aggregate face value of up to US$1.5 million, of which
US$900,000 has been subscribed for and US$600,000 remaining available for
subscription. The SCLNs subscriptions have been received and no SCLNs will be
issued until cash has been received. The SCLN has a three-year term, an
interest rate payable-in-kind (which maybe settle with cash or non-cash
payments) of 8.0% per annum and the principal together with any interest due
may be converted at any time at a share price of 1.2p per share.
In addition to the subscriptions, the Company agreed with certain directors
and creditors to convert outstanding contractual liabilities of £683,117 into
56,926,417 new ordinary shares in the Company at the price of 1.2p per new
ordinary share.
Going Concern
At 31 December 2022, the Group recorded a loss for the year of £2.12m and had
net current liabilities of £2.13m, after allowing for cash balances of £25k.
In 2022 the company raised £1.29m through two fund raises. In May 2023 the
Company announced, alongside the acquisition of Blade V, that it has entered
into subscription agreements to issue secured convertible loan notes ("SCLN")
with an aggregate face value of up to US$1.5 million, of which US$900,000 has
been subscribed for and US$600,000 remaining available for subscription. The
SCLN has a three-year term, an interest rate payable-in-kind (which may be
settled with cash or non-cash payments) of 8.0% per annum and the principal
together with any interest due may be converted at any time at a share price
of 1.2p per share. In addition to the subscriptions, the Company agreed with
certain directors and creditors to convert outstanding contractual liabilities
of £683,117 into 56,926,417 new ordinary shares in the Company at the price
of 1.2p per new ordinary share, helping the company reduce the liabilities on
the balance sheet. Also with the change of management the focus of the
company is now on finding near term producing assets so the company can start
earning revenue. In May 2023 the company announced the investment in Blade
V which holds an interest across 5 different wells in USA, all with near term
revenue potential. As part of this deal, the company also has circa $251k
available under its debt facility with OFX.
The Directors have prepared cashflow forecasts for the period to June 2024 to
assess whether the use of the going concern basis for the preparation of the
financial statements is appropriate. In the short term, between the loan
facility, potential revenue and CLN proceeds the Group does not expect to need
short term funding to meet its liabilities as they fall due however the group
does expect in the period that more funding might be needed. The Directors
have a reasonable expectation based on past performance and current
discussions of support from stakeholders that additional finance would be
available should it be needed. Accordingly, the directors consider it
reasonable to prepare the financial statements on the going concern basis.
Outlook
ADM has undergone a period of change, reflected in the recent additions to our
management team and the acquisition of Blade V, that has solidified the
Company's foundations.
Blade V provides ADM with an exciting portfolio of oil and gas assets
including acreage in one of the largest oil fields in North America, a
tier-one jurisdiction. The acquisition, and its significant potential upside,
can be a gamechanger for ADM and we are excited by the opportunity ahead of
us. The coming year will be an important period as we progress the well
drilling programmes at Blade V and the JV partners progress with plans for
Aje.
In addition to our current portfolio, we think the strength and experience of
our Board and technical team places us in an ideal position to capitalise on
new opportunities as they arise, particularly as recent global events this
past year have underscored the vital importance of stable global oil and gas
supply. The Company and the Board is confident that it can effectively
leverage its knowledge and expertise across its portfolio to generate value
for the Company.
Group Income Statement and Statement of Comprehensive Income
For the year ended 31 December 2022
2022 2021
Note £'000 £'000
Continuing operations
Revenue 3 662 1,751
Operating costs (369) (1,895)
Administrative expenses (1,723) (2,340)
Impairment of investment 11 (576) -
Operating loss 4 (2,006) (2,484)
Movement in fair value of investments - -
Finance costs 5 (116) (56)
Loss on ordinary activities before taxation (2,122) (2,540)
Taxation 7 - -
Loss for the year (2,122) (2,540)
Other Comprehensive income:
Exchange translation movement 1,339 141
Total comprehensive income for the year (783) (2,399)
Basic and diluted loss per share: 8
From continuing and total operations (0.8)p (1.6)p
Group and Company Statements of Financial Position
As at 31 December 2022
GROUP COMPANY
2022 2021 2022 2021
Notes £'000 £'000 £'000 £'000
NON-CURRENT ASSETS
Intangible assets 9 17,899 16,149 - -
Investment in subsidiaries 10 - - 12,343 12,335
Fixed asset investments 11 - 576 - 576
17,899 16,725 12,343 12,911
CURRENT ASSETS
Investments held for trading 12 28 28 28 28
Inventory 13 36 33 - -
Trade and other receivables 14 22 130 17 130
Cash and cash equivalents 15 25 110 25 109
111 301 70 267
CURRENT LIABILITIES
Trade and other payables 16 2,240 1,534 2,207 1,515
Convertible loans 17 - 212 - 212
2,240 1,746 2,207 1,727
NET CURRENT LIABILITIES (2,129) (1,445) (2,137) (1,460)
NON-CURRENT LIABILITIES
Other borrowings 17 287 247 287 247
Other payables 16 2,718 2,783 - -
Decommissioning provision 18 1,557 1,264 - -
4,562 4,294 287 247
NET ASSETS 11,208 10,986 9,919 11,204
EQUITY
Share capital 19 11,194 10,267 11,194 10,267
Share premium 19 38,090 38,014 38,090 38,014
Other reserves 20 962 960 962 960
Currency translation reserve 630 (709) - -
Retained deficit (39,668) (37,546) (40,327) (38,037)
Equity attributable to owners of the Company and total equity 11,208 10,986 9,919 11,204
Group Statement of Changes in Equity
For the year ended 31 December 2022
Share Share Exchange translation reserve Other reserves Retained deficit Total
capital premium equity
£'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2021 9,450 36,591 (850) 817 (35,006) 11,002
Loss for the year - - - - (2,540) (2,540)
Exchange translation movement - - 141 - - 141
Total comprehensive income /(expense) for the year - - 141 - (2,540) (2,399)
Issue of new shares 817 1,517 - - - 2,334
Share issue costs - (94) - 27 - (67)
Issue of convertible loans - - - 2 - 2
Warrants issued in settlement of fees - - - 114 - 114
At 31 December 2021 10,267 38,014 (709) 960 (37,546) 10,986
Loss for the year - - - - (2,122) (2,122)
Exchange translation movement - - 1,339 - - 1,339
Total comprehensive income / (expense) for the year - - 1,339 - (2,122) (783)
Issue of new shares 927 134 - - - 1,061
Share issue costs - (56) - - - (56)
Issue of warrants - (2) - 2 - -
Settlement of convertible loans - - - (19) 19 -
At 31 December 2022 11,194 38,090 630 943 (39,649) 11,208
Group Statement of Changes in Equity
For the year ended 31 December 2022
Share Share Other reserves Retained deficit Total
capital premium equity
£'000 £'000 £'000 £'000 £'000
At 1 January 2021 9,450 36,591 817 (35,770) 11,088
Loss for the period and total comprehensive expense - - - (2,267) (2,267)
Issue of new shares 817 1,517 - - 2,334
Share issue costs - (94) 27 - (67)
Issue of convertible loans - - 2 - 2
Warrants issued in settlement of fees - - 114 - 114
At 31 December 2021 10,267 38,014 960 (38,037) 11,204
Loss for the period and total comprehensive expense - - - (2,290) (2,290)
Issue of new shares 927 134 - - 1,061
Share issue costs - (56) - - (56)
Issue of warrants - (2) 2 - -
Settlement of convertible loans - - (19) 19 -
At 31 December 2022 11,194 38,090 943 (40,308) 9,919
Group and Company Statements of Cash Flows
For the year ended 31 December 2022
GROUP COMPANY
Note 2022 2021 2022 2021
£'000 £'000 £'000 £'000
OPERATING ACTIVITIES
Loss for the period (2,122) (2,540) (2,290) (2,267)
Adjustments for:
Warrants issued in settlement of fees - 114 - 114
Finance costs 5 116 56 116 56
Impairment of investment 11 576 - 576 -
Depreciation and amortisation 9 65 47 - -
Decommissioning provision 18 138 215 - -
Operating cashflow before working capital changes (1,227) (2,108) (1,598) (2,097)
Increase in inventories - - - -
Decrease/(increase) in receivables 108 (21) 113 (21)
Increase/(decrease) in trade and other payables 138 570 522 545
Net cash outflow from operating activities (981) (1,559) (963) (1,573)
INVESTMENT ACTIVITIES
Acquisition of subsidiary - (180) - (180)
Proceeds on disposal of investments - 850 - 850
Loans to subsidiary operation 8 - - (8) (19)
Net cash outflow from investment activities - 670 (8) 651
FINANCING ACTIVITIES
Continuing operations:
Issue of ordinary share capital 19 1,061 1,406 1,061 1,406
Share issue costs 19 (56) (67) (56) (67)
Repayment of borrowings (328) (338) (328) (338)
Proceeds from borrowings 210 - 210 -
Net cash inflow from financing activities 887 1,001 887 1,001
Net (decrease)/increase in cash and cash equivalents from continuing and total (94) 112 (84) 79
operations
Exchange translation difference 9 (32) - -
Cash and cash equivalents at beginning of period 110 30 109 30
Cash and cash equivalents at end of period 15 25 110 25 109
Notes to the Financial Statements
For the year ended 31 December 2022
1 general information
The Company is a public limited company incorporated in the United Kingdom and
its shares are listed on the AIM market of the London Stock Exchange. The
Company also has secondary listings on the Quotation Board Segment of the Open
Market of the Berlin Stock Exchange ("BER") and Xetra, the electronic trading
platform of the Frankfurt Stock Exchange ("FSE").
The Company is an investing company, mainly investing in natural resources and
oil and gas projects. The registered office and principal place of business of
the Company is as detailed in the Company Information section of the report
and accounts on page 2.
The information included in this announcement has been extracted from the
Company's report and accounts and, therefore, references and page numbers may
be incorrect. Shareholders should read the Company's report and accounts in
full which will shortly be found on its website.
2 PRINCIPAL ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied throughout all periods presented in the financial statements.
As in prior periods, the Group and Parent Company financial statements have
been prepared in accordance with International Financial Reporting Standards,
International Accounting Standards and interpretations issued by the
International Accounting Standards Board (IASB) UK-adopted International
Financial Reporting Standards (adopted IFRSs). The financial statements have
been prepared using the measurement bases specified by IFRS for each type of
asset, liability, income and expense. The measurement bases are more fully
described in the accounting policies below.
The current period covered by these financial statements is the year to 31
December 2022. The comparative figures relate to the year ended 31 December
2021. The financial statements are presented in pounds sterling (£) which
is the functional currency of the Group.
An overview of standards, amendments and interpretations to IFRSs issued but
not yet effective, and which have not been adopted early by the Group are
presented below under 'Statement of Compliance'.
STATEMENT OF COMPLIANCE
New standards, amendments and interpretations adopted by the Company
The company has applied the following standards and amendments for the first
time for its annual reporting period after 1 January 2022:
· Amendment to "IFRS 4 "Insurance Contracts - deferral of IFRS 9"
supports the companies implementing the new IFRS 17 standard and it makes it
simpler to report their financial performances.
· The amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
"Interest Rate Benchmark Reform - Phase 2" integrate the amendments made in
2019. The amendments referred in phase 2, address issues that might affect
financial reporting when an existing interest rate benchmark is replaced with
an alternative benchmark interest rate (i.e. replacement issue) and assist
companies in the application of IFRS when changes are made to contractual cash
flows or hedging relationships due to the interest rate reform, and in
providing useful information to users of the financial statements.
· The Amendment to IFRS 16, "Covid-19-Related Rent Concessions
beyond 30 June 2021" extends the period of application of the 2020 amendment
to IFRS 16, relative to the lessees' accounting of concessions granted as a
result of Covid-19, by one year.
The adoption of the standards and interpretations described above, already in
effect at the date of this report, did not have a material impact on the
measurement of the Group's assets, liabilities, costs and revenues.
3 GOING CONCERN
At 31 December 2022, the Group recorded a loss for the year of £2.13m and had
net current liabilities of £2.13m, after allowing for cash balances of £25k.
Production was suspended at Aje in the year as part of the development and
expansion plans being undertaken at the field.
In 2022 the company raised £1.29m through two fund raises. In May 2023 the
Company announced, alongside the acquisition of Blade V, that it has entered
into subscription agreements to issue secured convertible loan notes ("SCLN")
with an aggregate face value of up to US$1.5 million, of which US$900,000 has
been subscribed for and US$600,000 remaining available for subscription. The
SCLN has a three-year term, an interest rate payable-in-kind (which maybe
settle with cash or non-cash payments) of 8.0% per annum and the principal
together with any interest due may be converted at any time at a share price
of 1.2p per share.
In addition to the subscriptions, the Company agreed with certain directors
and creditors to convert outstanding contractual liabilities of £683,117 into
56,926,417 new ordinary shares in the Company at the price of 1.2p per new
ordinary share, helping the company reduce the liabilities on the balance
sheet. Also with the change of management the focus of the company is now on
finding near term producing assets so the company can start earning revenue.
In May 2023 the company announced the purchase of Blade V which holds an
interest across 5 different wells in USA, all with near term revenue
potential. As part of this deal, the company also has circa $251k available
under its debt facility with OFX.
The Directors have prepared cashflow forecasts for the period to June 2024 to
assess whether the use of the going concern basis for the preparation of the
financial statements is appropriate. In the short term, between the loan
facility, potential revenue and CLN proceeds the Group does not expect to need
short term funding to meet its liabilities as they fall due however the group
does expect in the period that more funding might be needed. The Directors
have a reasonable expectation based on past performance and current
discussions of support from stakeholders that additional finance would be
available should it be needed. Accordingly, the directors consider it
reasonable to prepare of the financial statements on the going concern basis.
4 EARNINGS AND NET ASSET VALUE PER SHARE
Earnings
The basic and diluted earnings per share is calculated by dividing the loss
attributable to owners of the Group by the weighted average number of ordinary
shares in issue during the year.
2022 2021
£'000 £'000
Loss attributable to owners of the Group
- Continuing operations (2,122) (2,540)
Continuing and discontinued operations (2,122) (2,540)
2022 2021
Weighted average number of shares for calculating basic and fully diluted 252,369,021 155,014,671
earnings per share
2022 2021
pence pence
Earnings per share:
Loss per share from continuing and total operations (0.8) (1.6)
The weighted average number of shares used for calculating the diluted loss
per share for 2022 and 2021 was the same as that used for calculating the
basic loss per share as the effect of exercise of the outstanding share
options was anti-dilutive.
Net asset value per share ("NAV")
The basic NAV is calculated by dividing the loss total net assets attributable
to the owners of the Group by the number of ordinary shares in issue at the
reporting date. The fully diluted NAV is calculated by adding the cost of
exercising any extant warrants and options to the total net assets and
dividing the resulting total by the sum of the number of shares in issue and
the number of warrants and options extant at the reporting date.
2022 2021
£'000 £'000
Total net assets of the Group 11,208 10,986
Cost of exercise of warrants 1,159 1,318
Total net assets for calculation of fully diluted NAV 12,367 12,304
2022 2021
Number of shares in issue at the reporting date 297,147,530 204,480,863
Number of extant warrants 26,748,410 31,581,012
Total number of shares for calculation of fully diluted NAV 323,895,940 236,061,875
2022 2021
NAV - Basic (pence per share) 3.8p 5.4p
NAV - Fully diluted (pence per share) 3.8p 5.2p
5 AGM
The Company will shortly be publishing its Annual Report and Accounts
including a Notice of AGM. These will be made available on the Company's
website at www.admenergyplc.com (http://www.admenergyplc.com) . The AGM is
to be held at the offices of Shakespeare Martineau, 60 Gracechurch St, London
EC3V 0HR at 10.00 a.m. on 25 July 2023.
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