REG-ADM Energy Plc: Half-year Report
09/02/2026 07:02
9 February 2026
ADM Energy plc
(“ADM” or the “Company”)
Half-yearly Results
ADM Energy plc (AIM: ADME; BER and FSE: P4JC), a natural resources investing
company, announces its half-yearly results for the six months ended 30 June
2025
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.
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
Operating Review
Capital Reorganisation, Subscription, Investment and Intended Name Change
21 March 2025. A Capital Reorganisation and proposed
name change of the Company, previously announced on 3 March 2025 is approved
at an annual general meeting of the shareholders (the “Annual General
Meeting”). Approval of the Capital Reorganisation
allowed completion of a conditional subscription and further investment by the
Company in JKT Reclamation.
Capital Reorganisation
A Capital Reorganisation was undertaken because the share price of the Company
was trading below its nominal value, preventing the Company from raising
further capital. The Capital Reorganisation reduced the nominal value by a
factor of 1000, from £0.01 (1.0 pence) to £0.00001 (0.001 pence), via a
subdivision of each of the ordinary shares in issue into one (1) New Ordinary
Share of £0.00001 (0.001 pence) each and nine hundred and ninety-nine (999)
Deferred Shares of £0.00001 (0.001 pence).
Conditional Subscription
Coincident with the Capital Reorganisation, the Company raised £313,000 via a
subscription for 313,000,000 ordinary shares at a subscription price of
£0.001 (0.1 pence) conversion of approximately £355,000 of creditors into
191,980,000 New Ordinary Shares at the Issue Price.
Broker Option
Conditional on the Resolutions passed at the Annual General Meeting and
further to the Conditional Subscription, the Company and
Novum Securities Limited completed a Broker Option representing in aggregate
£274,000 and resulting in the issuance of 274,000,000 ordinary shares at 0.1
pence per ordinary share.
Debt Settlements
In 1H2025, the Company settled approximately £112,498 via the issue of
111,541,833 new ordinary shares of 0.001 pence.
Additionally, the Company settled an Arrangement Fee owed to Catalyse Capital
Ltd via the issue of 30,000,000 ordinary shares at the Issue Price of 0.1
pence per ordinary share.
Proposed Name Change
A proposed name change of the Company to "Vega Energy PLC" was approved at the
Annual General Meeting. The Company has not yet effected
the proposed name change but intends to do so in the first half of 2026.
Board Changes
21 February 2025. Mr. Stefan Olivier stepped down as
Executive Director of the Company with immediate effect and Mr. Claudio
Coltellini, who had previously resigned as a non-executive director of the
Company in December 2024 was reappointed to the Board.
25 March 2025. Mr Randall J. Connally was appointed to
the Board of Directors as Chief Executive Officer subject to the completion of
all due diligence and regulatory checks.
Investment Updates
Altoona Lease
15 April 2025, Atlantic Bridge Energy, Inc, which holds
the remaining 30% working interest in the Altoona Lease and which owns Altoona
JV, transferred to the Company's wholly-owned subsidiary VOG, 100% of the
equity interest of Altoona JV for nil consideration. VOG
will assume administrative responsibility for the development and operation of
the Altoona Lease investment, effective from 1 April
2025.
On 17 April 2025, the Company announced that (i) the Board had decided to
transfer the ownership of the Lease to its 100% owned investee company Vega
Oil and Gas LLC ("VOG"), as a part of an investment restructuring to better
manage the Company's onshore U.S. oil and gas investments; and, (ii) the
Company has invested US$100,000 to buy out the underlying oil and gas lease
from the previous lease holder (the participation of the Company was
previously via farm-in). The purchase of the lease includes in-place equipment
and infrastructure including five new pump jacks and a new 150-barrel storage
tank.
Further, VOG subsequently entered into an agreement with a consortium of
private investors, pursuant to which VOG was to farm-out 45% of its 70%
working interest for a US$750,000 cash investment toward the work program on
the Altoona Lease ("Farm-Out"). The Farm-Out was
subsequently terminated by mutual agreement as the Company believed that it
could secure financing and/or a partner to allow it to retain its full working
interest for benefit of the Company.
The SPI-1 well was put into production on 18 April 2025. As of 16 May 2025,
the SPI-1 well has now produced approximately 90 barrels of oil or an average
of approximately 3 barrels per day.
OFX Technologies, LLC / Efficient Oilfield Solutions, LLC
10 April 2025. OFX Technologies LLC ("OFXT") in which
the Company owns a 42.2% economic interest, and its subsidiary, Efficient
Oilfield Solutions LLC ("EOS"), announced that EOS signed
a service agreement with the subsidiary of a major independent oil and gas
company, Comstock Resources, Inc. (NYSE: CRK) focused on Haynesville Shale, as
a new corporate client to its technology platform.
ADM has resolved to work with the management of OFXT to review the strategic
options available to EOS which may include a full or partial sale of the
business, in order to maximise its value for ADM shareholders.
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Unaudited 6 months ended 30 June 2025 Unaudited 6 months ended 30 June 2024 Audited Year ended 31 December 2024
Notes £’000 £’000 £’000
Continuing operations
Revenue - 138 95
Cost of sales (19) (16) (38)
Operating costs - (142) (5)
Administrative expenses (609) (566) (836)
Other gains 9 - 644
Unwinding of decommissioning provision (8) - 2,506
Impairment - - (1,362)
Operating loss (627) (585) 1,004
Finance costs (382) (15) (542)
Share of loss of associate (189) - (409)
Loss on ordinary activities before taxation (1,198) (600) 53
Taxation - - -
Loss for the period (1,198) (600) 53
Other Comprehensive income:
Exchange translation movement 83 11 152
Total comprehensive loss for the period (1,115) (589) 205
Basic and diluted loss per share 3
From continuing and total operations (0.1)p (0.1)p 0.01p
Diluted profit/(loss) per share:
From continuing and total operations (0.1)p (0.1)p 0.01p
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2024
Share capital Share premium Exchange translation reserve Other reserves Retained deficit Total equity
£’000 £’000 £’000 £’000 £’000 £’000
At 31 December 2023 - Restated 13,072 38,236 79 1,005 (61,316) (8,924)
Loss for the year - - - - 53 53
Exchange translation movement - - 152 - - 152
Total comprehensive income / (expense) for the year - - 152 - 53 205
Issue of new shares 1,429 - - - - 1,429
Issue of options & warrants - - - 23 - 23
Options lapsed during the year - - - (16) 16 -
Issue of convertible loans - - - 4 - 4
At 31 December 2024 14,501 38,236 231 1,016 (61,247) (7,263)
Loss for the year - - - - (1,198) (1,198)
Exchange translation movement - - 83 - - 83
Total comprehensive income / (expense) for the year - - 83 - (1,198 (1,115)
Issue of new shares 1,099 (39) - - - 1,060
Issue of options & warrants - - - 9 - 9
At 30 June 2025 15,600 38,197 314 1,025 (62,445) (7,309)
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Notes Unaudited 30 June 2025 Unaudited 30 June 2024 Audited 31 December 2024
£’000 £’000 £’000
NON-CURRENT ASSETS
Intangible assets 519 357 519
Property, plant and equipment 659 - 754
Investment in associates 4 397 2,292 532
1,575 2,649 1,805
CURRENT ASSETS
Trade and other receivables 334 34 291
Cash and cash equivalents 1 66 -
335 100 291
CURRENT LIABILITIES
Trade and other payables 2,216 2,885 2,497
Convertible loans 906 586 803
Other borrowings 373 - 344
3,495 3,471 3,644
NET CURRENT LIABILITIES (3,160) (3,371) (3,353)
NON-CURRENT LIABILITIES
Other borrowings - 478 -
Other payables 2,321 1,639 2,321
Decommissioning provision 3,403 1,640 3,394
(5,722) 3,757 5,715
NET ASSETS (7,309) (4,479) (7,263)
EQUITY
Ordinary share capital 5 15,600 14,257 14,501
Share premium 5 38,197 38,236 38,236
Other reserves 1,025 1,064 1,016
Currency translation reserve 314 19 231
Retained deficit (62,445) (58,054) (61,247)
Equity attributable to owners of the Company and total equity (7,309) (4,479) (7,263)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Unaudited 6 months ended 30 June 2025 Unaudited 6 months ended 30 June 2024 Audited Year ended 31 December 2024
£’000 £’000 £’000
OPERATING ACTIVITIES
Loss for the period (1,198) (589) (1,793)
Adjustments for:
Finance costs 168 13 246
FX on developments (intangibles) 171 (5)
Share based payment expense 343 22
Impairment of subsidiaries/ associate - 1,281
Dilution of OFXT investment - - 50
Gains on settlement - (141)
Depreciation and amortisation 19 41 39
Impairment of intangibles - - 202
Share of loss of associate 189 360
Unwinding of decommissioning provision 8 (2,506)
FX on decommissioning provision - 18 (204)
Operating cashflow before working capital changes (300) (517) (603)
(Increase) in inventories
(Increase)/decrease in receivables (37) (16) (36)
Increase/(decrease) in trade and other payables 235 665 (187)
Net cash outflow from operating activities (102) 132 (826)
INVESTMENT ACTIVITIES
Loans to associate - - (265)
Acquisition of subsidiary - (1,702) -
Net cash outflow from investment activities - (1,702) (265)
FINANCING ACTIVITIES
Issue of ordinary share capital 225 1,180 61
Share issue costs - - -
Proceeds from convertible loan note - 159 196
Proceeds from borrowings - 487 890
Repayment of borrowings (122) (265) (56)
Net cash inflow from financing activities 103 1,561 1,091
Net increase/(decrease) in cash and cash equivalents from continuing and total operations 1 (9) -
Exchange translation difference - (11) -
Cash and cash equivalents at beginning of period - 86 -
-
Cash and cash equivalents at end of period 1 66 -
NOTES TO THE HALF-YEARLY REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2025
1. BASIS OF PREPARATION
The financial information set out in this report is based on the consolidated
financial information of ADM Energy Plc and its subsidiary companies. The
financial information of the Group for the 6 months ended 30 June 2025 was
approved and authorised for issue by the Board on 5 February 2026.
The interim results have not been audited.
The financial information set out in this half-yearly report does not
constitute statutory accounts as defined in section 434 of the Companies Act
2006. The group's statutory financial statements for the
period ended 31 December 2024, prepared under International Financial
Reporting Standards (IFRS), have been filed with the Registrar of Companies.
The auditor's report on those financial statements was
unqualified and did not contain a statement under section 498 (2) or (3) of
the Companies Act 2006.
The half-yearly financial information has been prepared in accordance with the
recognition and measurement principles of International Financial Reporting
Standards (IFRS) and on the same basis and using the same accounting policies
as used in the financial statements for the year ended 31 December 2024. The
half-yearly financial statements have not been audited or reviewed in
accordance with the International Standard on Review Engagement 2410 issued by
the Auditing Practices Board.
The Group financial information is presented in GBP and values are rounded to
the nearest thousand Pounds.
New standards and interpretations effective for the first time for periods
beginning on (or after) 1 January 2025 have been determined by management to
have no impact on these interim financial statements.
1. GOING CONCERN
The Directors have prepared the half-yearly report on a going concern basis,
which contemplates the continuity of normal business activities and the
realisation of assets and extinguishment of liabilities in the ordinary course
of business.
In assessing the appropriateness of this basis, the Directors have prepared a
cash flow forecast for the period ending 30 June 2027, which indicates that
under current conditions, the Group and Company will need to raise funds in
order to settle the Group’s existing and forecast contractual and committed
obligations.
In the base-case cash flow forecast prepared by management, the Group
anticipates being able to manage its working capital requirements through a
combination of generating cashflows from the Group’s trading operations,
successfully entering into settlement or standstill agreements with the
Group’s legacy creditors and raising additional funds.
These assumptions are not contractually committed and this indicates the
existence of a material uncertainty which may cast significant doubt about the
ability of the Group and Company to continue as a going concern and therefore
it may be unable to realise its assets and discharge its liabilities in the
normal course of business.
The Group’s primary operating entities are Altoona JV, LLC (“Altoona”)
and Eco Oil Disposal, LLC (“EOD”). The Group’s forecasts assume that
Altoona and EOD achieve production volumes, sales volumes, realised commodity
prices, and operating and administrative costs broadly in line with the
budgets approved by the Directors. The forecasts also assume the successful
execution of funding initiatives, including the completion of the sale of a
10% working interest in the Altoona Lease and EOD entering into a commodity
price swap during the first half of 2026, neither of which has been completed
as at the date of approval of these financial statements. These initiatives
are expected to raise funds of $180,000 and $250,000 respectively. In
addition, while the Group has deferred certain costs and creditors
historically, there can be no assurance that such arrangements will continue
or that creditors, including tax authorities, will agree to revised settlement
terms.
The Directors have stress tested the base case forecast by preparing
sensitised scenarios which incorporate plausible downside circumstances
including less optimistic forecasts for the operating entities, a reduction to
the oil price and also a scenario whereby the Group is unable to successfully
negotiate standstill or settlement agreements with its creditors. In all of
the scenarios tested, there is an additional funding requirement. In the worst
case scenario, which is a combination of all the downside circumstances
happening together, there is an additional funding requirement of £1.4m
within the going concern assessment period.
The Directors consider there are mitigating factors available to them that can
be executed if the downside scenarios were to happen. These include raising
additional debt, selling an interest in the Group’s assets and raising
additional equity funding from new and existing and shareholders. In addition,
the Directors have received a letter of support from the shareholder, Concepta
Consulting AG, which indicates that additional funding would be provided to
the Group and Company to enable it to meet its working capital requirements in
the going concern assessment period.
The Group and Company have a history of successfully raising debt and equity
as well as selling minority interests in its existing assets. The Directors
have undertaken several activities to raise funds to fund its current and
ongoing commitments and to raise funds to develop the business to be self
sufficient which will enable it to meet its contractual obligations.
In January 2026 VEUSA completed a senior secured financing (the
"VEUSA Financing") with Shoreline Energies, LLC (the "Lender").
The VEUSA Financing is structured as a 5-year, US$1 million loan with
an interest rate of 12.0% per annum. During the first
year the loan is interest only with interest payments made quarterly in
arrears. Starting in the second year the loan has even,
monthly amortisation payments until maturity. The
Company is a guarantor of the VEUSA Financing and has entered into a share
pledge of the share capital of VEUSA and ADM 113 Limited (BVI), the entity
which holds the equity capital of PR Oil & Gas (Nigeria) Limited, the owner of
a 12.3% cost share and 9.2% profit share in OML-113, Aje Field.
The terms of the loan include a restricted payment provision whereby
VEUSA is not permitted to make any dividend or other payments to the Company
without the express permission (at the sole discretion) of the lender.
In November 2025 the Group entered into a commodity price swap to sell 1,200
barrels of oil for a period of 18 months starting from
November 2026. Pursuant to the terms of the transaction
US$225,000 was funded to JKT Reclamation at closing and JKT Reclamation will
make a monthly payment equal to 1,200 multiplied by the difference between the
average monthly price of West Texas Intermediate crude oil and US$46.75.
Although EOD and Altoona may generate distributable cash, the Directors note
that, under the terms of Vega Energy USA, Inc.’s financing arrangements,
lender consent is required before funds can be upstreamed to the Company. The
ability to obtain such consent is not within the Group’s sole control.
As a result of the matters described above, the Company and Group is likely to
require ongoing financial support from shareholders and other stakeholders to
meet its obligations as they fall due. While such support has been provided in
the past and the Directors have received a letter of support that this will
continue, there can be no assurance that it will continue or on favourable
terms.
Having reviewed the Group's overall position and outlook in respect of the
matters identified above, the Directors are of the opinion that there are
reasonable grounds to believe that funding will be secured and therefore that
the operational and financial plans in place are achievable.
In light of the matters described above, including the dependence on the
successful execution of operational plans across the Group’s underlying
businesses, the assumptions regarding revenue, costs and commodity prices, the
need to secure lender consents, the reliance on continued access to external
capital, and the concentration of key responsibilities among a small number of
individuals, the Directors acknowledge the existence of material uncertainties
that may cast significant doubt on the Company’s and the Group’s ability
to continue as a going concern. These financial statements do not include any
adjustments that may be required if the Company or the Group is unable to
continue as a going concern.
1. LOSS PER SHARE
The basic loss per share is calculated by dividing the loss attributable to
equity shareholders by the weighted average number of shares in issue.
Six months ended 30 June 2025 (unaudited) Six months ended 30 June 2024 (unaudited) Year ended 31 December 2024 (audited)
£’000 £’000 £’000
Weighted average number of shares in the period 1,242,485,888 516,517,600 575,936,460
Profit/(Loss) from continuing and total operations (1,198) (600) 53
Basic loss per share:
From continuing and total operations (0.1)p (0.1)p 0.1p
Weighted average number of shares in the period 1,242,485,888 516,517,600 584,012,642
Profit/(Loss) from continuing and total operations (1,198) (600) 53
Diluted loss per share:
From continuing and total operations (1,198) (589) 0.1p
1. Acquisitions
SW Oklahoma Reclamation, LLC (“SWOK”)
On 5 April 2024, ADM USA acquired 100.0% of the Class A membership of SW
Oklahoma Reclamation, LLC. The Company owned 66.6% of the voting rights of
SWOK and has control over SWOK by virtue of its shareholding. Consideration
for the investment comprised the issue of 43,200,000 new ordinary shares at a
nominal price of 1.0p per share and a cash investment of US$287,500. As at 31
December 2024, SWOK owned 60% of JKT Reclamation, LLC, thus the group
indirectly owned 40%.
As at 31 December 2024, the acquisition is deemed to be an asset acquisition,
by virtue of ADM USA essentially purchasing the investment SWOK holds in JKT
Reclamation, LLC. The investment was accounted for as an associate, in line
with ADM USA’s indirect holding percentage of JKT Reclamation, LLC, being
40%.
Further investment
On 18 March 2025, total of 109,995,000 consideration shares were then issued
to Ventura Energy Advisors, LLC (a related party of the
Company) for an additional 20% Class B interest in SW Oklahoma Reclamation,
LLC. The additional 20% interest in SWOK represents an
additional 5.9% economic interest in JKT Reclamation, LLC.
ADM USA additionally acquired a further 7.8% share in JKT Reclamation, LLC.
The Group’s interest in JKT Reclamation, LLC was diluted by 2.4% during the
period, as the Group indirectly owned 49.2% of JKT Reclamation, LLC on 30 June
2025.
By virtue of the Group’s holding in JKT Reclamation, LLC of 49.2%, the Gorup
continues to account for the investment as an associate.
1. called up share capital
Number of Ordinary shares Value £’000 Number of deferred shares Value £’000 Total value £’000 Share Premium £’000
Issued and fully paid
At 1 January 2024 (ordinary shares of 1p) 627,863,811 6,279 8,222,439,370 8,222 14,501 38,236
Shares issued (see notes below) 1,099,010,833 1,099 - - - -
Cost of capital (39)
At 30 June 2025 1,726,874 7,378 8,222,439,370 8,222 15,600 38,197
On 18 March 25;
- The company raised £274,000 through
the issue of 274,000,000 new ordinary shares and £313,000 was raised through
subscription shares, both of 0.1pence each.
- A total of 109,995,000 consideration
shares were then issued to Ventura Energy Advisors, LLC (a related party of
the Company) for an additional 20% Class B interest in SW Oklahoma
Reclamation, LLC.
- 240,474,000 new ordinary shares of 0.1
pence each were issued to various of the Company’s creditors in order to
settle £240,474 of its outstanding debts.
On 27 March 2025,
- The Company settled outstanding
amounts of £78,000 owed to two employees via the issue of 73,844,333 new
ordinary shares of 0.001 pence.
- The Company settled the arrangement
fee owed to Catalyse Capital Ltd via the issue of 30,000,000 new Ordinary
Shares at the Issue Price of 0.1 pence per new Ordinary Share.
On 29 April 2025;
- The Company settled an outstanding
debt of £20,000 owed to a creditor via the issue of 20,000,000 new ordinary
shares of 0.001 pence each.
On 20 May 2025, via the issue of 37,697,500 new ordinary shares of 0.001 pence
in settlement of a creditor.
1. EVENTS AFTER THE REPORTING DATE
Prior to 31 December 2025, the Company formed a new
wholly owned subsidiary, Vega Energy USA, Inc, a Texas corporation ("VEUSA")
in anticipation of completing a financing transaction.
Prior to giving effect to the terms of the financing (described below), the
Company held 1,319,931 shares of common stock (no par value) in VEUSA.
Both as (i) a condition precedent of the contemplated financing transaction
and (ii) in line with the business objectives of the Company, VEUSA also
incorporated Eco Oil Disposal, LLC. Pursuant to the
Formation Agreement of Eco Oil Disposal, LLC ("EOD"), the Company holds a 60%
voting and equity interest in EOD. Until EOD has made
distributions to VEUSA equal to (i) 100% of VEUSA's capital contributions; and
(ii) a 12% preferred return thereon, VEUSA will receive 80% of the profit
distributions of EOD. Mr. Freddy Nixon, the CEO of EOD,
and Mr. Kenny Bounds each hold a 20% voting and equity interest in EOD.
EOD further acquired 100% of the membership interest of JKT
Wilson, LLC from JKT Reclamation, LLC in a transaction valued at US$868,000
(the "Purchase Price"). Consideration for the Purchase
Price comprised:
1. US$180,000 in cash funded by VEUSA from the VEUSA Financing (see
below).
1. US$400,000 via issuance (at the earliest date permissible) of
296,296,296 ordinary shares of ADM Energy PLC at a nominal share price of 0.1p
per share (with an effective exchange rate of US$1.35 per GBP1.00).
The issuance of the shares by the Company on behalf of VEUSA (as
part of the Purchase Price) will be treated as an equity investment by the
Company in VEUSA and VEUSA will receive credit for the issuance of the shares
in its Capital Account in EOD.
1. The assumption by EOD of US$228,000 of indebtedness of JKT
Reclamation, LLC.
VEUSA will be credited with a total capital contribution to EOD of US$580,000
and will therefore be entitled to receive 80% of distributable profits until
this amount - and a 12% preferred return on investment - are paid to VEUSA by
EOD.
VEUSA will also be paid a one-time US$50,000.00 Funding Fee by EOD and will
earn a US$15,000 per month Administrative Fee to be paid by EOD prior to
determination of distributable profits of EOD.
In January 2026 VEUSA completed a senior secured financing (the "VEUSA
Financing") with Shoreline Energies, LLC (the "Lender").
The VEUSA Financing is structured as a 5-year, US$1 million loan with an
interest rate of 12.0% per annum. During the first year
the loan is interest only with interest payments made quarterly in arrears.
Starting in the second year the loan has even, monthly
amortisation payments until maturity. The Company is a
guarantor of the VEUSA Financing and has entered into a share pledge of the
share capital of VEUSA and ADM 113 Limited (BVI), the entity which holds the
equity capital of PR Oil & Gas (Nigeria) Limited, the owner of a
12.3% cost share and 9.2% profit share in OML-113, Aje Field.
The terms of the loan include a restricted payment provision
whereby VEUSA is not permitted to make any dividend or other payments to the
Company without the express permission (at the sole discretion) of the lender.
As part of the transaction, the Lender will be paid a Funding Fee of
GBP100,000 that will be settled via the issuance of 100,000,000 ordinary
shares of the Company at a nominal share price of 0.1p and was also issued
five year warrants to purchase 1,373,806 shares of common stock of VEUSA at an
exercise price of US$0.72791 per share. If fully
exercised the Lender would own 51.0% of the outstanding shares of common stock
of VEUSA.
Additionally, the Company has entered into a Share Exchange Agreement with the
Lender whereby the 1,373,806 shares of common stock of VEUSA may be exchanged
(in whole or in part) for ordinary shares of the Company anytime for a period
of five years at an Exchange Ratio of 2,000 ordinary shares of the Company for
every one share of VEUSA. The only limitation on the
exchange of shares by the Lender will be that any exchange of shares shall not
result in Lender exceeding the thresholds associated with Rule 9 of the
Takeover Code. The value of the VEUSA shares at the time
of the exchange will be determined based upon a third-party valuation to be
commissioned prior to any future exchange.
The Company has also entered into a financing agreement with Concepta
Consulting AG (the "Concepta Financing"). Pursuant to
the terms of the Concepta Financing, Concepta has funded approximately
US$345,000 in expenses, investment commitments and other payments on behalf of
the Group. Concepta will be repaid 120% of the amount
funded in cash and will receive a one-time restructuring and funding fee of
GBP100,000 to be settled in ordinary shares via issuance of 100,000,000
ordinary shares of the Company at a nominal share price of 0.1p per share.
The Board of the Company has agreed to a Consultancy Fee of GBP100,000 to be
paid to former Executive Director, Stefan Olivier, associated with his service
in completing certain debt reprofile agreements and other services associated
with the VEUSA Financing.
The Board of the Company has further agreed to a bonus of GBP100,000 to be
paid to US Oil Consulting, LLC (owned by director, Claudio Coltellini) in
consideration for his extraordinary service to the Company.
The bonus will be paid by issuance of 100,000,000 ordinary shares at a
nominal share price of 0.1p per share.
Henry Bellingham, non-executive director of the Company has agreed to settle
GBP50,000 in accrued and unpaid fees due at year end for 50,000,000 ordinary
shares and certain employees of ADM Energy USA, Inc. have agreed to accept
30,000,000 ordinary shares in lieu of accrued and unpaid salary obligations.
Finally, the Board has awarded executive director, Randall J. Connally,
152,769,124 ordinary shares in lieu of cash compensation for the year-ending
31 December 2025.
Taking into account all of the post-period share transactions to be undertaken
by the Company, the enlarged share capital of the Company will be
2,655,940,065 ordinary shares upon completion of the post-period share
transactions. If the VEUSA warrants were fully exercised
and exchanged (subject to a white wash in compliance with Rule 9 of the Take
Over Code), the Lender would - together with the 100,000,000 shares issued as
a Funding Fee - own 2,847,611,088 ordinary shares of the Company resulting in
total ordinary shares outstanding of 5,583,551,152 and representing a 51.0%
interest in the Company.
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