TIDMADME
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 GBP725,000 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), GBP500,000 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, GBP100,000 has been remitted with
the balance of GBP400,000 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 GBP0.01 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
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 835km(2) 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
identi ed 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 re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
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END
MSCEALEXFSPAFEA
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