ADM Energy Plc - Further re: Joint Venture Agreement to Acquire Oil and Gas Assets and Issue of Warr
ADM Energy PLC
("ADM" or the "Company")
Further re: Joint Venture Agreement to Acquire Oil and Gas Assets
and Issue of Warrants
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) a natural resource investing company provides the following updates with respect to Vega Upstream JV, LLC (“”), a joint venture company formed by Covenant Oil Group Corporation (“”) and the Company, and the Midcon Acquisition announced on . Vega Upstream JVCOG
Following the completion of the Placing announced on , the Company made an additional investment of in Vega Upstream JV (a cumulative investment to date of ) resulting in an increase in its economic interest from 10.0% to 25%. The increased economic increase is expected to result in an increase in average monthly revenue to the Company from to per month over the next 12 months, based on the Haas’ Report.
Related Party Transaction
The participation of Covenant Oil and Gas, LLC a company owned and controlled by in the joint venture Vega Upstream JV, LLC, constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules, by virtue of being a Director of the Company. With the exception of , the Directors of the Company, , Lord and Dr. consider, having consulted with its nominated adviser, Cairn Financial Advisers LLP, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
Regarding the Midcon Acquisition, Executive Director, , stated:
“We continue working to complete this transformational acquisition while planning a work program we plan to implement immediately. I am increasingly excited about opportunities to increase production, lower costs and leverage the assets to create new streams of revenue and cash flow.”
The Midcon Assets
Working interest of an average of 49.4% in 28 operated natural gas, NGL and oil wells located in , together with a defined portfolio of 58 horizontal drilling locations, of which approximately 72.0% are attributable to the operated assets. Comprising recent net production of c. 3.2 mmcfe/d (533 BOE/d) and approximately 58% of revenue from crude oil and liquids.
Working and/or overriding royalty interest of an average of 3.9% in approximately 250 non-operated natural gas, NGL and oil wells located across multiple counties in .
A natural gas gathering system transporting c. 4.4 mmcf/d of natural gas produced by the Midcon Assets and eight other area producers to the sales point covering approximately four-square miles. A toll of per Mcf together with approximately 160 acres of associated surface land supporting current and future operations.
Investment and Participation of the Company in Vega Upstream JV
ADM has funded approximately as a capital contribution to and will have the following asset, membership (equity) and voting interest in Vega Upstream JV:
The asset interest reflects the interest of each party in the underlying Midcon Assets. The membership and voting interest reflect the interest of each party in the economics and governance of Vega Upstream JV.
Pursuant to the agreement with Vega Upstream JV, the Company has the right to increase its asset interest in Vega Upstream JV up to 35%.
Summary of Budgeted Revenue Impact to the Company
Based on the Haas report made available to the Company, ADM’s increased 25.0% asset interest in the Midcon Assets, the ASA and ownership of Vega Upstream JV, the directors of the Company are budgeting approximately per month in revenue from its interest in the Midcon Assets and Vega Upstream JV over the next twelve months (based on prevailing commodity prices
Issue of Warrants
Further to the fundraise announced on , and pursuant to the terms of a warrant instrument dated (the “”), the Company has cancelled 150,000,000 warrants over ordinary shares in the Company, each with an exercise price of per ordinary share (“”), and has subsequently issued 375,000,000 new warrants over ordinary shares in the Company, each with an exercise price of per ordinary share (“”), to a certain existing shareholder of the Company.
The New Warrants have been issued in replacement for, and conditional upon the cancellation of, the Old Warrants. Accordingly, the Old Warrants can no longer be exercised.
The New Warrants have the same exercise period as the Old Warrants and will expire on .
If exercised in full, the New Warrants would result in the issue of 375,000,000 new ordinary shares, representing approximately 7.80 per cent. of the Company’s existing issued ordinary share capital and approximately 7.24 per cent. of the Company’s enlarged issued ordinary share capital, and would provide the Company with gross proceeds of £75,000.
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:
About ADM Energy PLC
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) is a natural resources investing company with investments including a 100.0% ownership interest in Vega Oil and Gas, LLC; a 60% economic interest in Eco Oil; a 42% economic interest in OFX Technologies, LLC (); a 10% asset interest in Vega Upstream JV, a business established to identify and coordinate investment opportunities in US onshore oil and gas assets; and a 9.2% profit interest in the Aje Field, part of OML 113, which covers an area of 835km² offshore . Aje has multiple oil, gas, and gas condensate reservoirs in the Turonian, Cenomanian and Albian sandstones with five wells drilled to date.
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.
-- Vega Upstream JV has entered into an amendment to the original
Stock and Membership Interest Purchase Agreement dated ,
pursuant to which the closing date has been extended to . On
execution of the amendment, Vega Upstream JV has made an additional
deposit of .
-- Vega Upstream JV has entered into a term sheet with an
institutional lender for debt finance and made a deposit of
associated therewith to fund lender legal and due diligence costs
associated therewith.
-- Combined with the original deposit of previously
announced, Vega Upstream JV has now funded a total of in
deposits associated with the Midcon Acquisition.22 April 2026 26 June 2026 US$250,000 US$200,000 US$500,000 US$950,000 1. Operated Upstream Assets
1. Non-Operated Upstream Assets
1. Midstream Assets
Capital Asset Membership Voting
Member Contribution Interest Interest Interest
ADM 25.0% 50.0% 50.0%
Covenant Oil 75.0% 50.0% 50.0%
Group Corporation
Total 100.0% 100.0% 100.0%US$300,000 US$900,000 US$1,200,000 As Structured
Source of Revenue: Interest Revenue
Midcon Assets 25%
Vega Upstream JV (3) 50%
Acquisition Fee Payments 100%
Total (4) ---$49,740 $36,000 $10,000 $95,740 1. Assuming exercise by Electric Guitar PLC (“ELEG”) of the ELEG Option
described in more detail in the RNS of .
2. Based on (i) WTI Crude Oil Prices of per barrel and (ii)
natural gas prices of per mcf.
3. Includes terms of Administrative Services Agreement and
proportionate share of profits expected from ownership of regulatory
operator.
4. The above does not include any revenue that Eco Oil may earn from
the provision of services to Vega Upstream JV associated with the operation
of the Midcon Assets.29 April 2026 $78.14 $3.42 ADM Energy plc +1 214 675 7579
, Executive Director
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
(Nominated Adviser)
,
Capital Plus Partners Limited
(Broker) +44 (0) 20 7432 0501Randall Connally Jo Turner Liam Murray Jonathan Critchley www.admenergyplc.com
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