REG - ADM Energy PLC - Fundraising and Directorate Changes

Adm EnergyAnnouncement

17/10/2022 07:00

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RNS Number : 0717D  ADM Energy PLC  17 October 2022

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.

 

17 October 2022

 

ADM Energy PLC

("ADM" or the "Company")

 

 

Fundraising and Directorate Changes

 

 

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resources investing
company, announces that it has raised a total of approximately £725,000
through a subscription (the "Subscription") and a loan from Tennessee Black
Gold LLC ("Tennessee Black Gold" or the "Subscriber"). The Company also
announces that Osa Okhomina will step down from the Board of Directors and his
position as Chief Executive Officer upon receipt of the total Subscription
amount expected to be by 28 October 2022.

 

The Subscription

 

The Company has raised, conditional on Admission (defined below), £500,000
Net at a subscription price of 1.2 pence per share through the issue of
41,666,667 new ordinary shares ("Subscription Shares") to Tennessee Black
Gold, which represents 14.0% per cent of the Company's enlarged issued share
capital on Admission.

 

Of the subscription proceeds, £100,000 has been remitted with the balance of
£400,000 due by 28 October 2022.  Application for Admission of the
Subscription Shares will only occur once all subscription proceeds have been
received.

 

The Subscription is subject to Admission occurring by no later than 9.00 am
(GMT) on 11 November 2022.

 

Use of Proceeds

 

The Company intends to use the proceeds primarily to reduce outstanding
creditors and for general working capital purposes.  The Company has
commenced a review of its operations to implement a cost reduction programme
and take proactive steps to deliver shareholder value.

 

The Company also confirms that the Subscription will not be used in the
acquisition of any assets and no such agreements have been entered into in
this regard.

 

Loan Facilities Agreement

 

The Company entered into a definitive agreeement with The Subscriber to
borrow, in aggregate US$250,000.00 advanced in five instalments of
US$50,000.00 each, with the first installement due on 28 October 2022 and the
last one on 28 February 2023. The Loan will mature on 28 October 2024 and on
that date the full principal amount along with accrued and unpaid interest
will be due in cash, paid as directed by the Subscriber. The interest rate
will be 6.0% per annum and will accrue through 28 October 2023 and,
thereafter, it will be payable quarterly, in cash, within five business days
after the end of each calendar quarter.

 

Board and Directorate Changes

 

Osa Okhomina is to step down from the Board of Directors and his position as
Chief Executive Officer of ADM in order to pursue other interests and will
leave the Company upon receipt of the Subscription proceeds.  Recruitment
will commnence to appoint a new Chief Executive Officer, meanwhile, the role
may be fulfilled by existing directors in the interim period. The Company will
update shareholders on this process as appropriate.

 

In addition, under the terms of the Subscription, Tennessee Black Gold has the
right to appoint two directors to the Board.

 

Admission to AIM and Total Voting Rights

 

Application has been made for the Subscription Shares, which total 41,666,667
new ordinary shares and which will rank pari passu with the Company's existing
ordinary shares, to be admitted to trading on AIM ("Admission"). It is
expected that Admission of the Subscription Shares will become effective and
that dealings will commence at 08.00 am on or around 31 October 2022 but may
occur sooner if the balance of the Subscription proceeds is received earlier
than anticipated.

 

Following Admission, the Company's enlarged issued share capital will comprise
297,147,530 ordinary shares of £0.01 each with voting rights in the Company.
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 in the interest in, the share capital of the
Company under the FCA's Disclosure and Transparency Rules.

 

Oliver Andrews, Chairman of ADM Energy plc, said: "We are pleased to announce
the closing of this funding round at 1.2p per new Ordinary shares. This
reflects the view of us all of the underlying value of the Company. We welcome
Tennessee Black Gold as our new shareholders and look forward to working with
them to deliver shareholder value.

 

"The Company has commenced a strategic review of its assets as well as a cost
reduction programme. The funding has put the Company on a stronger financial
footing and enables us to focus on assets that produce cash and move ahead as
a self-sustaining business on a lower cost base.

 

"On behalf of ADM, I would like to thank Osa for his contribution to the
Company and his years of dedicated service. We wish him every success in the
future. We have started our search for a new Chief Executive Officer and will
update the market in due course."

 

 

Enquiries:

 

 ADM Energy plc                                      +44 20 7459 4718
 Oliver Andrews, Chairman
 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 PLC (AIM: ADME; BER and FSE: P4JC) is a natural resources investing
company with an existing asset base in Nigeria. ADM Energy holds a 9.2% profit
interest in the oil producing 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.

 

ADM Energy is seeking to build on its existing asset base in Nigeria and
target other investment opportunities across the West African region in the
oil and gas sector with attractive risk reward profiles such as proven nature
of reserves, level of historic investment, established infrastructure and
route to early cash flow.

 

About Tennessee Black Gold LLC

 

Tennessee Black Gold LLC is a private U.S. investment company led by Claudio
Coltellini, an Italian national who for the last 13 years has invested in U.S.
oil and gas and leads four private companies with assets in the states Texas,
Louisiana, Kansas and California.

 

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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