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REG - ADM Energy PLC - Investment in US Oil Leases and Work Programme

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RNS Number : 5821A  ADM Energy PLC  25 May 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.

 

25 May 2023

 

ADM Energy PLC

("ADM" or the "Company")

 

 

Investment in Onshore US Oil Leases and Work Programme

Issue of and Subscription for Secured Convertible Loan Notes

Directors' dealings, Grant of Options and Related Party Transactions

 

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resources investing
company, is pleased to announce that, through a recently formed, wholly owned
U.S. subsidiary company, ADM Energy USA, Inc., it has invested in five
on-shore US oil leases by way of a Membership Interest Purchase Agreement
("the Investment") with OFX Holdings, LLC (formerly Tennessee Black Gold,
LLC), a substantial shareholder of the Company. The Investment has been made
by the acquisition of Blade Oil V, LLC ("Blade V"), a Texas limited liability
company established as a vehicle for the purpose of facilitating the
Investment, for a total maximum consideration of US$1,614,000  further
details of which are provided below.

 

The Company further announces a subscription for secured convertible loan
notes, the proceeds of which will be used to advance the Investment and the
implementation of an unapproved share option scheme, together with a grant of
options.

 

Investment Highlights

Blade V owns a portfolio of interests in oil and gas projects ("the Assets"),
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 interests held by Blade V also 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.

·      Total gross and net leasehold acreage associated with the
acquisition is 423 acres and 295.5 acres, respectively.

·      An Area of Mutual Interest allowing ADM to participate, at cost,
in any additional drilling, recompletion or workover opportunities within two
miles of any boundary of the leases included in the Investment.

·      In conjunction with the Transaction,  ADM Energy USA, Inc. and
OFX have entered into a loan facility (the "USA Loan Facility") providing for
loans of up to US$750,000 to be made available to the Company.  The
Consideration Loan Notes (defined below) of US$235,720 will be issued as an
advance under the USA Loan Facility.

·      ADM will be a non-operating financial investor in the interests.

 

Further details of the portfolio of interests comprising the Investment 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)

(1)      Notes:  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.

 

Midway-Sunset Oilfield, Kern County, California

The Midway-Sunset Oil Field is a large oil field
(https://en.wikipedia.org/wiki/Oil_field)  in Kern County
(https://en.wikipedia.org/wiki/Kern_County,_California) , San Joaquin Valley
(https://en.wikipedia.org/wiki/San_Joaquin_Valley) , California
(https://en.wikipedia.org/wiki/California)  in the United States. It is the
largest known oilfield in California and the third largest in the United
States. The field was discovered in 1894 and it is estimated that the field
has produced close to 3 billion barrels (480,000,000 m(3)) of oil. At the end
of 2008, the California Department of Conservation estimated reserves amounted
to approximately 532 million barrels (84,600,000 m(3)), 18% of California's
estimated total.

 

The Altoona Lease

The Altoona Lease is a circa 20-acre lease located in a crestal position
within the Spellacy Anticline Region of the Midway-Sunset Oilfield.
 Discovered in 1915, the Altoona Lease has produced less than 1 million
barrels of oil from multiple intervals primarily between 1,000 and 1,600
feet.  Chevron (USA), Inc. is actively developing leases contiguous with and
surrounding the Altoona Lease.  In March/April of 2020 Chevron (USA), Inc.
drilled and started producing the 3-8R and 3-8AR wells located approximately
250 meters from the Altoona Lease.  These wells were drilled to approximately
1,935 feet and, combined, have produced in excess of 150,000 barrels of oil
from spud through the end of  December  2022.  A work programme, considered
exploratory by the Company, is being planned to drill or deepen up to three
wells to approximately 2,000 feet to test deeper potential, previously
untested on the Altoona Lease which may be contributing to the high level of
production realised by Chevron in the 3-8R and 3-8AR wells.  ADM expects that
the operator of the Altoona work programme will commence before the end of
2023.  ADM will have a non-operated 70% working interest and 52.5% net
revenue interest in the Altoona lease.

 

The Altoona work programme commitments are expected to be costed at
approximately US$1,500,000.

 

The Schweitzer Lease

The Schweitzer Lease is a 160-acre lease located in Graham County, Kansas.
Blade V owns a 100% working interest and 75% net revenue interest in the
Schweitzer Lease.  The lease includes two wells capable of being returned to
production (the Schweitzer #3 and the Schweitzer #6), a salt-water disposal
well and associated production equipment.

 

The initial work programme will consist of:

·    Schweitzer #3: Already in progress.  Pump a chemical scale squeeze
into Lansing-KC "J" and "K" intervals to inhibit the precipitation of
Barite/Celestite scale on downhole production equipment. Return well to
production via rod-beam pump.

·    Schweitzer #6: Equip well to produce via rod-beam pump in replacement
of electrical submersible pump.

 

The total cost of the work programme, which will be conducted by Tex Oil LLC,
is estimated at US$65,000 and will be funded by an advance from the USA Loan
Facility.

 

Pearson, Oberlin and Moon Leases: Three Well Workover Programme

The Company will participate with a 50.0% working interest and 37.5% net
revenue interest in a three well workover program with Guardian Energy
Operating Co., LLC ("Guardian"), a majority owned subsidiary of OFXH.  The
programme will target the initiation of production from the following wells:

 

 Well         County, State  API#          Operator  Work Timing
 Pearson 1RE  Grimes, Texas  42-185-30529  Guardian  May 2023
 Oberlin 2    Upshur, Texas  42-459-31141  Guardian  May 2023
 Moon Well 1  Upshur, Texas  42-459-31438  Guardian  To be determined

 

The three well work programme is fully funded by OFXH, the Company's share of
costs associated with its participation are included as part of the Investment
consideration and will not require any cash investment or borrowings by the
Company under the USA Loan Facility.

 

Investment Consideration

 

The total maximum consideration for the Investment of US$1,614,000 comprises
US$478,280 to be financed via the issuance of (1) 15,714,667 new ordinary
shares at a price of 1.2p per share ("Consideration Shares"); (2) a US$235,720
loan note issued by ADM Energy USA, Inc. (non-recourse to ADM Energy PLC)
("Consideration Loan Notes"); (3) the issue of warrants over 7 million
ordinary shares in the Company ("the Warrants") exercisable at 2.5p per
warrant with a  term of two years from Admission (defined below); and (4)
contingent deferred consideration of up to $900,000.

 

The contingent deferred consideration will be received on the first 180,000
barrels of oil produced net to the interests of the Company from the Assets.
The production payment will be US$5.00 per barrel if the realised price is
greater than US$70.00 per barrel and US$3.50 if the realised price is greater
than US$50.00 per barrel and less than US$70.00 per barrel.  There will be no
payment in periods when the realised oil price is less than US$50.00 per
barrel.  The production payment will be paid in arrears on a monthly basis.

 

 

Secured Convertible Loan Note Subscription and Creditor Conversions

 

Concurrent with the Investment, the Company 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.  The purchasers of the SCLN will also be assigned a proportionate
economic interest in a 1.25% undivided over-riding royalty interest in the
Altoona Lease (further described below).  The SCLN will be secured by a
pledge of and first-lien on the shares of ADM Energy USA, Inc. held by the
Company. A condition of the subscription agreement associated with the SCLN is
that the funds raised must fully fund, and be first applied against, the
Company's net share of the costs of the Altoona work programme. Any amount in
excess of the funds required to fund the Altoona work programme may be used by
the Company for general working capital purposes.

 

The following shareholders and directors of the Company have subscribed for
the SCLNs as indicated:

 

 Hessia Group Limited, a substantial shareholder of the Company  US$500,000
 OFX Holdings, LLC, a substantial shareholder of the Company     US$250,000
 Mr. Oliver Andrews, a director of the Company                   US$100,000
 Mr. Stefan Olivier, a director of the Company                   US$50,000

 Total                                                           US$900,000

 

Signed subscription letters have been received and, upon receipt of the
cleared funds which are expected shortly, the SCLNs will be issued.

 

In addition to the subscriptions noted above, the Company has agreed with
certain directors and creditors to convert outstanding contractual liabilities
of £683,117 into 56,926,417 new ordinary shares in the Company ("Conversion
Shares") at the same price as the Consideration Shares being 1.2p per new
ordinary share.

Conversion Shares issued to Directors of the Company, and their respective
shareholdings on Admission, are as follows:

 Director                           Conversion value (£)   Number of                        Resulting shareholding on admission    Shares as percentage of Enlarged Issued Share Capital on Admission

                                                           Conversion Shares to be issued

 Oliver Andrews                     100,000                 8,333,333                        15,000,000                            4.06%
 Stefan Olivier                     50,000                  4,166,667                        4,166,667                             1.13%
 Richard Carter                     50,000                  4,166,667                        6,598,163                             1.79%
 Dr Stefan Liebing                  19,617                  1,634,750                        2,290,722                             0.62%
 Lord Henry Bellingham              16,500                  1,375,000                        1,728,031                             0.47%
 Manuel Lamboley (former director)  15,000                 1,250,000                        1,250,000                              0.34%
 Total                              251,117                20,926,417                       31,033,583                             8.67%

 

Variation of Loan Facilities Agreement with OFX

 

Further to the announcement of 17 October 2022, OFX has provided US$262,500 in
loans to the Company (the "Equity Subscription Loan"). In conjunction with the
Investment,  OFX and ADM have formalised the "USA Loan Facility" with a total
of US$235,720 advanced as part of the purchase price pursuant to the terms of
the Investment.  By agreement between ADM and OFX, the Equity Subscription
Loan will be refinanced by the USA Loan Facility resulting in a total of
US$498,220 outstanding under the USA Loan Facility with US$251,780 remaining
available for use.  Following this variation, ADM Energy plc will not
directly have any outstanding loans due to OFX.

 

Key terms of the USA Loan Facility include:

1.    Loans of up to US$750,000 with additional advances subject to mutual
agreement between the Company and OFX.

2.    The USA Loan Facility is not secured nor is the Company a guarantor
of borrowings by ADM Energy USA, Inc.

3.    Maturity date of 30 June 2025 ("Maturity Date").

4.    Interest rate of 9.0% per annum with quarterly payments of interest
to commence in April 2024.

5.    OFX may offset amounts due to it pursuant to the USA Loan Facility
against any amounts that would be due to the Company should OFX exercise
warrants held by it over ordinary shares in the Company prior to the Maturity
Date.

 

Grant of Options

 

The Company also announces that it has adopted an unapproved share option
scheme ("Scheme") and made a grant of options to certain directors and
employees. The purpose of the Scheme is to incentivise management performance
for the benefit of all shareholders by way of options which are subject to
vesting conditions.

 

The terms of the Scheme provide that the Company can award options over a
maximum of 12 per cent. of the Company's issued share capital, from time to
time.

 

Vesting criteria for options granted under the Scheme are as follows:

 

 Amount Vesting                Price  Vesting Conditions
 50 per cent. ("Tranche One")  1.2p   On the business day following the second anniversary of the date of grant

 50 per cent. ("Tranche Two")  2.4p   On the business day following the third anniversary of the date of grant

 

Vesting conditions may be varied or waived provided that any varied vesting
condition shall be a fairer measure of performance, as judged at the time, and
no more difficult to satisfy than the original vesting condition. The Scheme
provides good leaver provisions and other standard terms normally associated
with such a scheme.

 

The Company has granted the following options under the Scheme:

 

 Director               Number of         Options granted as percentage of Enlarged Issued Share Capital on Admission  Shareholding on Admission     Shareholding on Admission as a percentage of Enlarged issued share capital on

                                                                                                                            Admission
                        Options granted

 Stefan Olivier         21,299,823        5.76%                                                                                  4,166,667           1.13%
 Richard Carter         10,649,911        2.88%                                                                        6,598,163                     1.78%
 Oliver Andrews         4,348,714         1.18%2.88%                                                                   15,000,000                    4.06%
 Lord Henry Bellingham  4,348,714         1.18%                                                                        1,728,031                     0.47%
 Dr Stefan Liebing      3,194,973         0.86%                                                                        2,290,722                     0.62%

 Total                  43,842,135        11.86%                                                                       29,783,583                    8.05%

 

In addition to the awards to directors of the Company above, the Company has
also issued 532,495 options over ordinary shares, representing 0.14% of the
enlarged issued share capital on Admission to an employee. The total award of
options represents  12.0% of the enlarged issued share capital on Admission.

 

Admission to AIM and Total Voting Rights

 

Application has been made for the Consideration Shares and the Conversion
Shares (together, "New Ordinary Shares"), which total 72,641,084 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 New Ordinary Shares will become effective and that dealings
will commence at 08.00 am on or around 1 June 2023.

 

Following Admission, the Company's enlarged issued share capital ("Enlarged
Issued Share Capital") will comprise 369,788,614 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.

 

Following issuance of the Consideration Shares, OFX will hold 57,381,334
ordinary shares of ADM Energy plc representing 15.58% of the Enlarged Issued
Share Capital of Company on Admission.

 

Related Party Transactions

 

Entering into the agreements for the Investment and the variation of the
existing loan arrangements with OFX, a substantial shareholder of the Company,
constitute related party transactions for the purposes of AIM Rule 13. It was
noted that Stefan Olivier and Claudio Coltellini, whilst nominee directors for
OFX, are not related parties for the purpose of these transactions. The
Company's Directors consider, having consulted with the Company's nominated
adviser, Cairn Financial Advisers LLP, that the terms of the transactions are
fair and reasonable insofar as the Company's shareholders are concerned.

Further, the subscriptions for the SCLN by Hessia and OFX, as substantial
shareholders, and Oliver Andrews and Stefan Olivier, as Directors, constitute
related party transactions for the purposes of AIM Rule 13. With the exception
of Oliver Andrews and Stefan Olivier, the Company's Directors consider, having
consulted with the Company's nominated adviser, Cairn Financial Advisers LLP,
that the terms of the transactions are fair and reasonable insofar as the
Company's shareholders are concerned.

In addition, the agreement between the Company and certain directors
(including a former director) to convert outstanding liabilities into
Conversion Shares constitutes a related party transaction pursuant to AIM Rule
13. With the exception of Oliver Andrews and Stefan Olivier, the Company's
Directors consider, having consulted with the Company's nominated adviser,
Cairn Financial Advisers LLP, that the terms of the transaction are fair and
reasonable insofar as the Company's shareholders are concerned.

 

Commenting on the Acquisition and SCLN Issuance

Stefan Olivier said, "I am excited about the Altoona acquisition and support
for ADM shown by our large shareholders and Board in subscribing for the SCLN
on agreed terms.  I look forward to updating the market in due course
regarding our development plans and timing for initiation of the drill
programme on the Altoona lease."

 

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 committed to maximizing long-term value from its existing asset
base in Nigeria while targeting other investment opportunities 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 OFX HOLDINGS LLC

OFX Holdings, LLC was founded as TN Black Gold LLC, a Florida corporation.
It is registered to do business in the U.S. state of Texas as OFX Holdings,
LLC and is completing a name change in Florida to OFX Holdings, LLC.

 

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.

 

Market Abuse Regulation (MAR) Disclosure

 

The notification below, made in accordance with the requirements of the EU
Market Abuse Regulation, provides further detail.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities / person closely associated with them.

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Stefan Olivier
                                              Richard Carter
                                              Oliver Andrews
                                              Lord Henry Bellingham
                                              Dr Stefan Liebing
 2.  Reason for the notification
 a)  Position/status                          Stefan Olivier         CEO
                                              Richard Carter         COO
                                              Oliver Andrews         Chairman
                                              Lord Henry Bellingham  Non-executive Director
                                              Dr Stefan Liebing      Non-executive Director
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer, or auction monitor
 a)  Name                                     ADM Energy plc
 b)  LEI                                      213800DY7G8EEJCCOL47
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument  Ordinary Shares of 1 pence each

     Identification code                      GB00BJFDXW97
 b)  Nature of the transactions               Grant of options over ordinary shares
 c)  Price(s) and volume(s)

Name                   Price  Volume
                                              Stefan Olivier         1.2p   21,299,824

                                                          2.4p
                                              Richard Carter         1.2p   10,649,912

                                                          2.4p
                                              Oliver Andrews         1.2p   4,348,714

                                                          2.4p
                                              Lord Henry Bellingham  1.2p   4,348,714

                                                          2.4p
                                              Dr Stefan Liebing      1.2p   3,194,974

                                                          2.4p
 d)  Aggregated information                   Single transaction as in 4 c) above

Name                   Price  Volume
     -     Aggregated volume                  Stefan Olivier                21,299,824

                                        Richard Carter                10,649,912
     -     Price                              Oliver Andrews                4,348,714
                                              Lord Henry Bellingham         4,348,714
                                              Dr Stefan Liebing             3,194,974
 e)  Date of the transaction                  25 May 2023
 f)  Place of the transaction                 London Stock Exchange, AIM Market

2.

Reason for the notification

a)

Position/status

 Stefan Olivier         CEO
 Richard Carter         COO
 Oliver Andrews         Chairman
 Lord Henry Bellingham  Non-executive Director
 Dr Stefan Liebing      Non-executive Director

b)

Initial notification/Amendment

Initial Notification

3.

Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor

a)

Name

ADM Energy plc

b)

LEI

213800DY7G8EEJCCOL47

4.

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

Description of the financial instrument

 

Identification code

Ordinary Shares of 1 pence each

 

GB00BJFDXW97

b)

Nature of the transactions

Grant of options over ordinary shares

c)

Price(s) and volume(s)

 

 Name                   Price  Volume
 Stefan Olivier         1.2p   21,299,824

                        2.4p
 Richard Carter         1.2p   10,649,912

                        2.4p
 Oliver Andrews         1.2p   4,348,714

                        2.4p
 Lord Henry Bellingham  1.2p   4,348,714

                        2.4p
 Dr Stefan Liebing      1.2p   3,194,974

                        2.4p

d)

Aggregated information

-     Aggregated volume

-     Price

Single transaction as in 4 c) above

 Name                   Price  Volume
 Stefan Olivier                21,299,824
 Richard Carter                10,649,912
 Oliver Andrews                4,348,714
 Lord Henry Bellingham         4,348,714
 Dr Stefan Liebing             3,194,974

e)

Date of the transaction

25 May 2023

f)

Place of the transaction

London Stock Exchange, AIM Market

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                     Stefan Olivier
                                              Richard Carter
                                              Oliver Andrews
                                              Lord Henry Bellingham
                                              Dr Stefan Liebing
 2.  Reason for the notification
 a)  Position/status                          Stefan Olivier         CEO
                                              Richard Carter         COO
                                              Oliver Andrews         Chairman
                                              Lord Henry Bellingham  Non-executive Director
                                              Dr Stefan Liebing      Non-executive Director
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer, or auction monitor
 a)  Name                                     ADM Energy plc
 b)  LEI                                      213800DY7G8EEJCCOL47
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument  Ordinary Shares of 1 pence each

     Identification code                      GB00BJFDXW97
 b)  Nature of the transactions               Conversion of liabilities into ordinary shares
 c)  Price(s) and volume(s)

Name                   Price  Volume
                                              Stefan Olivier         1.2p   4,166,667
                                              Richard Carter         1.2p   4,166,667
                                              Oliver Andrews         1.2p   8,333,333
                                              Lord Henry Bellingham  1.2p   1,375,000
                                              Dr Stefan Liebing      1.2p   1,634,750
 d)  Aggregated information                   Single transaction as in 4 c) above

Name                   Price  Volume
     -     Aggregated volume                  Stefan Olivier         1.2p   4,166,667

                                        Richard Carter         1.2p   4,166,667
     -     Price                              Oliver Andrews         1.2p   8,333,333
                                              Lord Henry Bellingham  1.2p   1,375,000
                                              Dr Stefan Liebing      1.2p   1,634,750
 e)  Date of the transaction                  25 May 2023
 f)  Place of the transaction                 London Stock Exchange, AIM Market

2.

Reason for the notification

a)

Position/status

 Stefan Olivier         CEO
 Richard Carter         COO
 Oliver Andrews         Chairman
 Lord Henry Bellingham  Non-executive Director
 Dr Stefan Liebing      Non-executive Director

b)

Initial notification/Amendment

Initial Notification

3.

Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor

a)

Name

ADM Energy plc

b)

LEI

213800DY7G8EEJCCOL47

4.

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

Description of the financial instrument

 

Identification code

Ordinary Shares of 1 pence each

 

GB00BJFDXW97

b)

Nature of the transactions

Conversion of liabilities into ordinary shares

c)

Price(s) and volume(s)

 

 Name                   Price  Volume
 Stefan Olivier         1.2p   4,166,667
 Richard Carter         1.2p   4,166,667
 Oliver Andrews         1.2p   8,333,333
 Lord Henry Bellingham  1.2p   1,375,000
 Dr Stefan Liebing      1.2p   1,634,750

d)

Aggregated information

-     Aggregated volume

-     Price

Single transaction as in 4 c) above

 Name                   Price  Volume
 Stefan Olivier         1.2p   4,166,667
 Richard Carter         1.2p   4,166,667
 Oliver Andrews         1.2p   8,333,333
 Lord Henry Bellingham  1.2p   1,375,000
 Dr Stefan Liebing      1.2p   1,634,750

e)

Date of the transaction

25 May 2023

f)

Place of the transaction

London Stock Exchange, AIM Market

 

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