ADM Energy Plc – Debt Settlements and Issue of Equity

ADM Energy Plc – Debt Settlements and Issue of Equity

PR Newswire

12 February 2026

ADM Energy PLC

(«ADM» or the «Company»)

Debt Settlements

Issue of Equity

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resource investing
company, announces that further to the Subsidiary Financing and the Investment
Reorganisation announcements released on 30 January 2026, and following
publication of the Company’s Annual Report and Financial Statements for its
financial year ended 31 December 2024 and its Half-yearly Report for the six
months ended 30 June 2025, the Company announces that it has agreed to settle a
number of outstanding payments and fees, via the issuance of ordinary shares, as
follows.

The Company has agreed to settle a fee of £100,000 via the issue of 100,000,000
new ordinary shares of 0.001 pence each («Ordinary Shares») at a price of 0.1
pence («Issue Price») per new Ordinary Share («Fee Shares»).

Further, the Company has agreed to settle a payment of £100,000 to US Oil
Consulting, LLC, a company owned by Claudio Coltellini, a Director of the
Company, via the issue of 100,000,000 new Ordinary Shares at the Issue Price
(«Payment Shares»).

Additionally, the Company has agreed to settle outstanding accrued and unpaid
fees owed to Directors of the Company, Randall Connally, Chief Executive
Officer, and Lord Henry Bellingham, Non-executive Chairman, via the issue of
202,769,124 new Ordinary Shares at the Issue Price («Director Shares»), and to
settle unpaid salary payments owed to certain employees of ADM Energy USA, Inc.,
the Company’s subsidiary, via the issue of 30,000,000 new Ordinary Shares at the
Issue Price («Salary Shares»).

Related Party Transactions

The settlement of accrued and unpaid fees via the issue of shares to Randall
Connally and to Lord Henry Bellingham constitutes a related party transaction
for the purposes of Rule 13 of the AIM Rules, by virtue of Randall Connally and
Lord Henry Belllingham being Directors of the Company. With the exception of
Randall Connally and Lord Henry Bellingham, the Directors of the Company, being
Claudio Coltellini and Dr. Stefan Liebing consider, having consulted with its
nominated adviser, Cairn Financial Advisers LLP, that the terms of the accrued
and unpaid fee settlements are fair and reasonable insofar as its shareholders
are concerned.

The payment settlement via the issue of shares to US Oil Consulting, LLC
constitutes a related party transaction for the purposes of Rule 13 of the AIM
Rules, by virtue of US Oil Consulting, LLC being a company owned by Claudio
Coltellini, a Director of the Company. With the exception of Claudio Coltellini,
the Directors of the Company, Randall Connally, Lord Henry Bellingham and Dr.
Stefan Liebing consider, having consulted with its nominated adviser, Cairn
Financial Advisers LLP, that the terms of the payment are fair and reasonable
insofar as its shareholders are concerned.

Admission and Total Voting Rights

Application has been made for the Fee Shares, Payment Shares, Director Shares
and Salary Shares, in addition to the 100,000,000 Structuring Fee Shares and the
296,296,296 Consideration Shares (as notified in the announcements on 30 January
2026) (together the «Admission Shares») to be admitted to trading on AIM, which
is now expected to occur on or around 16 February 2026 («Admission»). The
Admission Shares will rank pari passu in all respects with the ordinary shares
of the Company currently traded on AIM.

Following Admission, the Company’s issued share capital will comprise
2,555,940,064 ordinary shares of 0.001 pence each. This number will represent
the total voting rights in the Company and may be used by shareholders as the
denominator for the calculation by which they can determine if they are required
to notify their interest in, or a change to their interest in, the Company under
the Financial Conduct Authority’s Disclosure and Transparency Rules.

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. Upon the publication of this announcement via
Regulatory Information Service, this inside information is now considered to be
in the public domain.

Enquiries:

ADM Energy plc +1 214 675 7579
Randall Connally, Chief Executive Officer
www.admenergyplc.com

Cairn Financial Advisers LLP +44 207 213 0880
(Nominated Adviser)
Jo Turner / Liam Murray / Ed Downes

AlbR Capital Limited +44 207 399 9400
(Broker)
Gavin Burnell / Colin Rowbury

ODDO BHF Corporates & Markets AG  +49 69 920540
(Designated Sponsor, Frankfurt Stock Exchange)
Michael B. Thiriot

About ADM Energy PLC

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) is a natural resources investing
company with investments including: a 100% interest in Vega Oil and Gas, LLC
(«Vega») and through Vega holds a 25% carried working interest in the Altoona
Lease, California («Altoona»); an approximate 60% economic interest in Eco Oil
Disposal, LLC («Eco Oil») and through Eco Oil an economic interest in JKT
Technologies, LLC («JKT Technologies») and JKT Wilson, LLC («JKT Wilson»); a
42.2% economic interest in OFX Technologies, LLC (www.ofxtechnologies.com) and
through OFXT holds 100% of Efficient Oilfield Solutions, LLC («EOS»); and a 9.2%
profit interest in the Aje Field («Aje»), 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.

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.

This information was brought to you by Cision http://news.cision.com

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