ADM Energy PLC Fundraise, Issue of Equity and Business Update (3123S)

TIDMADME

RNS Number : 3123S

ADM Energy PLC

15 November 2021

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.

15 November 2021

ADM Energy PLC

("ADM" or the "Company")

Fundraise and Issue of Equity to Raise GBP475,000

and Business Update

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resources investing company, is pleased to announce that it has raised a total of GBP475,000 before costs by way of a placing for new ordinary shares in the Company with and a subscription by certain Directors (together the "Fundraise").

Highlights

-- Placing and subscription to raise gross proceeds of GBP475,000 through the issue of 31,666,667 new ordinary shares of 1.0 pence each at a placing price of 1.5 pence per share

-- Conditional Issue of 6,666,667 warrants with an exercise price of 3p each for a period of two years from Admission

   --    Subscriptions by five Directors amounting to GBP175,000 at the placing price 

-- Additional conversion by debt holders, consultants and service providers equating to GBP228,500 at the placing price

Use of Proceeds

The funds will be used to provide general working capital for the Company in order to continue its strategy of identifying and evaluating high-quality assets in West Africa at depressed valuations with substantial upside for shareholders. The Company is currently assessing several investment opportunities, in line with ADM's growth plans and its established relationships with project debt and off-take lenders, which the board considers may have the potential to add significant value to ADM.

Aje Field Update

The Company has previously reported the intentions of the Aje Joint Partners ("Partners") to explore the further development of the Aje Field and the production of a field development plan ("FDP").

The Partners continue to work on a final investment decision on a new multi-phase development plan for the Aje Field which could significantly increase production levels. The FDP for the initial phase is primarily focused on the development of two new oil wells and a gas injector well which initial appraisals indicate could increase gross field production to 9,000 barrels of oil and liquids per day. These wells are intended to be tied-back to the existing Floating Production Storage and Offloading Vessel ("FPSO"), via a subsea manifold located at the present drill centre.

As part of the FDP, ADM's technical team has examined the feasibility of using the existing infrastructure available, where possible, for the supply of the two new subsea wells Aje-6 and Aje-7. Based on the findings of our review, which has been passed to the Partners' technical committee, the Company's view is that the existing subsea hardware infrastructure are able to be used for the new wells, subject to a confirmatory integrity inspection. In addition, the analysis concluded that any potential topside cost and control system hardware compatibility issues would also be reduced if the same type of subsea control module as on the existing tree is used for the proposed wells Aje-6 and Aje-7. The ability to use the existing infrastructure should de-risk the expansion plans at Aje and would be expected to provide significant cost savings compared to installing additional subsea infrastructure.

Barracuda Field Update

As announced on 30 September 2021, ADM's technical team continues to assess the draft of a preliminary technical report from the Competent Person for the Barracuda Field. As reported previously, the report is still to be finalised pending further technical appraisal and, therefore, ADM will only be able to finalise the proposed development plans for Barracuda once it is completed.

The Company expects to provide a further update to the market before year end.

Osamede Okhomina, CEO of ADM Energy plc, said: "This fundraise will help us continue our strategy of pursuing investment opportunities that can add significant value to ADM Energy. We are assessing several prospects and remain in regular dialog with our partners, such as Trafigura, to examine financing options for attractive investment opportunities in high-quality assets. While transactions of this nature take time, we have been encouraged by both the quality of the assets in question and the progress of our discussions.

"The Field Development plans at Aje are advancing and it is pleasing that our latest findings indicate that the existing infrastructure can be used to supply the two new wells, lowering the cost of development without impacting the expected potential increase in production. With Panoro and PetroNor agreeing a further one-month extension to the end of November for the Aje transaction, we await the conclusion of that deal which, once finalised, is expected to accelerate Aje's development."

Details of the Fundraise

The Company has raised GBP475,000 before expenses at a price of 1.5 pence per share ("Placing Price"). The Placing Price equates to a 21 per cent. discount to the mid-market closing price of the Company's ordinary shares on 12 November 2021 of 1.9p, being the last practicable date prior to the date of this announcement. The Fundraise comprises a placing of 20,000,000 new ordinary shares ("Placing Shares") to Monecor (London) Limited, which will hold 3.26 per cent. of the Company's enlarged issued share capital on Admission and a subscription for 11,666,667 new ordinary shares ("Subscription Shares") by certain Directors. In connection with the issue of the Placing Shares, the Company has conditionally issued 6,666,667 warrants to Monecor (London) Limited to subscribe for ordinary shares at an exercise price of 3 pence per share, on a three warrants per Placing Share basis, with an exercise period of 2 years from the date of Admission ("Warrants").

Details of the subscriptions by Directors are as follows:

 
 Name                  Existing Shareholding       Number of Ordinary   Resulting shareholding    Percentage of issued 
                                                     Shares purchased             on Admission        share capital on 
                                                                                                             Admission 
 
 Oliver Andrews                            -                6,666,667                6,666,667                   3.26% 
 Osamede Okhomina                  2,672,826                3,333,333               6 ,006,159                   2.94% 
 Richard Carter                    1,098,163                1,333,333                2,431,496                   1.19% 
 Dr. Stefan Leibing                  489,305                  166,667                  655,972                   0.32% 
 Lord Bellingham                     186,364                  166,667                  353,031                   0.17% 
 

Debt Conversion

In addition to the Fundraise, certain debt providers, consultants and service providers have agreed to convert amounts due totalling GBP228,500 into 15,233,334 new ordinary shares ("Conversion Shares") at the Placing Price of which 12,033,334 ordinary shares will subject to lock-in provisions of up to six months.

General Meeting

The Company has conditionally agreed to issue the Warrants subject to the Company seeking additional share authorities from shareholders at a general meeting. Accordingly, the Company intends to shortly convene a general meeting (the "General Meeting") and a further announcement will be made in relation to matter this in due course.

Related Party Transactions

The subscriptions by the Directors constitute related party transactions for the purposes of AIM Rule 13. With the exception of Oliver Andrews, Osamede Okhomina, Richard Carter, Dr. Stefan Leibing and Lord Bellingham, 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.

Admission to AIM and Total Voting Rights

Application will be made for the Placing Shares, Subscription Shares and Conversion Shares, which total 46,900,001 new ordinary shares and 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 Shares will become effective and that dealings will commence at 08.00 a.m. on or around 18 November 2021.

Following Admission, the Company's enlarged issued share capital will comprise 204,480,863 ordinary shares of 1 pence 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.

Enquiries:

 
ADM Energy plc                             [phone] 
Osamede Okhomina, CEO 
www.admenergyplc.com 
 
Cairn Financial Advisers LLP               [phone] 
(Nominated Adviser) 
Jo Turner, James Caithie 
 
Hybridan LLP                               [phone] 
(Lead Broker) 
Claire Louise Noyce 
 
ODDO BHF Corporates & Markets AG           [phone] 
(Designated Sponsor) 
Michael B. Thiriot 
 
Luther Pendragon                           [phone] 
(Financial PR) 
Harry Chathli, Alexis Gore, Tan Siddique 
 

Forward-looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholder holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

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)                                     Company directors/officers: 
        Name                             1. Oliver Andrews - Non-executive Chairman 
                                         2. Osamede Okhomina - CEO 
                                         3. Richard Carter - COO 
                                         4. Dr. Stefan Leibing - Non-executive 
                                         Director 
                                         5. Lord Bellingham - Non-executive 
                                         Director 
     -------------------------------  --------------------------------------------- 
 2.   Reason for the notification 
     ------------------------------------------------------------------------------ 
 a)   Position/status                  See 1(a) above for all positions 
     -------------------------------  --------------------------------------------- 
 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     Ordinary Shares of 1 pence each 
       instrument 
     -------------------------------  --------------------------------------------- 
 b)   Identification code              GB00BJFDXW97 
     -------------------------------  --------------------------------------------- 
 c)   Nature of the transactions       Purchase of Ordinary Shares 
     -------------------------------  --------------------------------------------- 
 d)   Price(s) and volume(s)             Price      Volume 
                                          1. 1.5p    1. 6,666,667 
                                           2. 1.5p    2. 3,333,333 
                                           3. 1.5p    3. 1,333,333 
                                           4. 1.5p    4. 166,667 
                                           5. 1.5p    5. 166,667 
                                                    -------------- 
     -------------------------------  --------------------------------------------- 
 e)   Aggregated information             Price   Volume(s) 
       - Aggregated volume                1.5p    11,666,667 
       - Price                                   ----------- 
     -------------------------------  --------------------------------------------- 
 f)   Date of the transactions         15 November 2021 
     -------------------------------  --------------------------------------------- 
 f)   Place of the transactions        London Stock Exchange, AIM Market 
     -------------------------------  --------------------------------------------- 
 

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.

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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November 15, 2021 02:00 ET (07:00 GMT)