Fundraising and Directorate Changes

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	[phone]
Oliver Andrews, Chairman
www.admenergyplc.com
Cairn Financial Advisers LLP	[phone]
(Nominated Adviser)
Jo Turner, James Caithie
Hybridan LLP	[phone]
(Broker)
Claire Louise Noyce
ODDO BHF Corporates & Markets AG	[phone]
(Designated Sponsor)
Michael B. Thiriot
Gracechurch Group	[phone]
(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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