ADM Energy Plc - Half-year Report
(“ADM” or the “Company”)
Half-yearly Results
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
Enquiries:
ADM Energy plc +1 214 675 7579
Randall Connally , Chief Executive Officer
www.admenergyplc.comCairn 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
Operating Review
Capital Reorganisation, Subscription, Investment and Intended Name Change
Capital Reorganisation
A Capital Reorganisation was undertaken because the share price of the Company was trading below its nominal value, preventing the Company from raising further capital. The Capital Reorganisation reduced the nominal value by a factor of 1000, from £0.01 (
Conditional Subscription
Coincident with the Capital Reorganisation, the Company raised £313,000 via a subscription for 313,000,000 ordinary shares at a subscription price of £0.001 (
Broker Option
Conditional on the Resolutions passed at the Annual General Meeting and further to the Conditional Subscription, the Company and
Debt Settlements
In 1H2025, the Company settled approximately £112,498 via the issue of 111,541,833 new ordinary shares of
Proposed Name Change
A proposed name change of the Company to "
Board Changes
Investment Updates
Altoona Lease
On
Further, VOG subsequently entered into an agreement with a consortium of private investors, pursuant to which VOG was to farm-out 45% of its 70% working interest for a
The SPI-1 well was put into production on
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED
Unaudited Unaudited
Audited
6 months 6 months
Year ended
ended ended
31 December
30 June 30 June
2024
2025 2024
Notes £’000 £’000 £’000
Continuing operations
Revenue - 138 95
Cost of sales (19) (16) (38)
Operating costs - (142) (5)
Administrative expenses (609) (566) (836)
Other gains 9 - 644
Unwinding of decommissioning provision (8) - 2,506
Impairment - - (1,362)
Operating loss (627) (585) 1,004
Finance costs (382) (15) (542)
Share of loss of associate (189) - (409)
Loss on ordinary activities before (1,198) (600) 53
taxation
Taxation - - -
Loss for the period (1,198) (600) 53
Other Comprehensive income:
Exchange translation movement 83 11 152
Total comprehensive loss for the period (1,115) (589) 205
Basic and diluted loss per share 3
From continuing and total operations (0.1)p (0.1)p 0.01p
Diluted profit/(loss) per share:
From continuing and total operations (0.1)p (0.1)p 0.01p
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED
Share Share Exchange Retained Total
translation Other reserves deficit
capital premium reserve equity
£’000 £’000 £’000 £’000 £’000 £’000
At 31 December 13,072 38,236 79 1,005 (61,316) (8,924)
2023 - Restated
Loss for the - - - - 53 53
year
Exchange
translation - - 152 - - 152
movement
Total
comprehensive
income / - - 152 - 53 205
(expense) for
the year
Issue of new 1,429 - - - - 1,429
shares
Issue of
options & - - - 23 - 23
warrants
Options lapsed - - - (16) 16 -
during the year
Issue of
convertible - - - 4 - 4
loans
At 31 December 14,501 38,236 231 1,016 (61,247) (7,263)
2024
Loss for the - - - - (1,198) (1,198)
year
Exchange
translation - - 83 - - 83
movement
Total
comprehensive
income / - - 83 - (1,198 (1,115)
(expense) for
the year
Issue of new 1,099 (39) - - - 1,060
shares
Issue of
options & - - - 9 - 9
warrants
At 30 June 2025 15,600 38,197 314 1,025 (62,445) (7,309)
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT
Unaudited Unaudited Audited
Notes 30 June 30 June 31 December
2025 2024 2024
£’000 £’000 £’000
NON-CURRENT ASSETS
Intangible assets 519 357 519
Property, plant and equipment 659 - 754
Investment in associates 4 397 2,292 532
1,575 2,649 1,805
CURRENT ASSETS
Trade and other receivables 334 34 291
Cash and cash equivalents 1 66 -
335 100 291
CURRENT LIABILITIES
Trade and other payables 2,216 2,885 2,497
Convertible loans 906 586 803
Other borrowings 373 - 344
3,495 3,471 3,644
NET CURRENT LIABILITIES (3,160) (3,371) (3,353)
NON-CURRENT LIABILITIES
Other borrowings - 478 -
Other payables 2,321 1,639 2,321
Decommissioning provision 3,403 1,640 3,394
(5,722) 3,757 5,715
NET ASSETS (7,309) (4,479) (7,263)
EQUITY
5 15,600 14,257 14,501
Ordinary share capital
5 38,197 38,236 38,236
Share premium
1,025 1,064 1,016
Other reserves
Currency translation reserve 314 19 231
Retained deficit (62,445) (58,054) (61,247)
Equity attributable to owners of the (7,309) (4,479) (7,263)
Company and total equity
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED
Unaudited Unaudited
Audited
6 months 6 months
Year ended
ended ended
31 December
30 June 30 June
2024
2025 2024
£’000 £’000 £’000
OPERATING ACTIVITIES
Loss for the period (1,198) (589) (1,793)
Adjustments for:
Finance costs 168 13 246
FX on developments (intangibles) 171 (5)
Share based payment expense 343 22
Impairment of subsidiaries/ associate - 1,281
Dilution of OFXT investment - - 50
Gains on settlement - (141)
Depreciation and amortisation 19 41 39
Impairment of intangibles - - 202
Share of loss of associate 189 360
Unwinding of decommissioning provision 8 (2,506)
FX on decommissioning provision - 18 (204)
Operating cashflow before working capital (300) (517) (603)
changes
(Increase) in inventories
(Increase)/decrease in receivables (37) (16) (36)
Increase/(decrease) in trade and other payables 235 665 (187)
Net cash outflow from operating activities (102) 132 (826)
INVESTMENT ACTIVITIES
Loans to associate - - (265)
Acquisition of subsidiary - (1,702) -
Net cash outflow from investment activities - (1,702) (265)
FINANCING ACTIVITIES
Issue of ordinary share capital 225 1,180 61
Share issue costs - - -
Proceeds from convertible loan note - 159 196
Proceeds from borrowings - 487 890
Repayment of borrowings (122) (265) (56)
Net cash inflow from financing activities 103 1,561 1,091
Net increase/(decrease) in cash and cash
equivalents from continuing and total 1 (9) -
operations
Exchange translation difference - (11) -
Cash and cash equivalents at beginning of - 86 -
period
-
Cash and cash equivalents at end of period 1 66 -
NOTES TO THE HALF-YEARLY REPORT
FOR THE SIX MONTHS ENDED
1. BASIS OF PREPARATION
The financial information set out in this report is based on the consolidated financial information of
The financial information set out in this half-yearly report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.
The group's statutory financial statements for the period ended
The half-yearly financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) and on the same basis and using the same accounting policies as used in the financial statements for the year ended
The Group financial information is presented in GBP and values are rounded to the nearest thousand Pounds.
New standards and interpretations effective for the first time for periods beginning on (or after)
1. GOING CONCERN
The Directors have prepared the half-yearly report on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary course of business.
In assessing the appropriateness of this basis, the Directors have prepared a cash flow forecast for the period ending
In the base-case cash flow forecast prepared by management, the Group anticipates being able to manage its working capital requirements through a combination of generating cashflows from the Group’s trading operations, successfully entering into settlement or standstill agreements with the Group’s legacy creditors and raising additional funds.
These assumptions are not contractually committed and this indicates the existence of a material uncertainty which may cast significant doubt about the ability of the Group and Company to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The Group’s primary operating entities are
The Directors have stress tested the base case forecast by preparing sensitised scenarios which incorporate plausible downside circumstances including less optimistic forecasts for the operating entities, a reduction to the oil price and also a scenario whereby the Group is unable to successfully negotiate standstill or settlement agreements with its creditors. In all of the scenarios tested, there is an additional funding requirement. In the worst case scenario, which is a combination of all the downside circumstances happening together, there is an additional funding requirement of £1.4m within the going concern assessment period.
The Directors consider there are mitigating factors available to them that can be executed if the downside scenarios were to happen. These include raising additional debt, selling an interest in the Group’s assets and raising additional equity funding from new and existing and shareholders. In addition, the Directors have received a letter of support from the shareholder,
In
In
Although EOD and Altoona may generate distributable cash, the Directors note that, under the terms of Vega Energy
As a result of the matters described above, the Company and Group is likely to require ongoing financial support from shareholders and other stakeholders to meet its obligations as they fall due. While such support has been provided in the past and the Directors have received a letter of support that this will continue, there can be no assurance that it will continue or on favourable terms.
Having reviewed the Group's overall position and outlook in respect of the matters identified above, the Directors are of the opinion that there are reasonable grounds to believe that funding will be secured and therefore that the operational and financial plans in place are achievable.
In light of the matters described above, including the dependence on the successful execution of operational plans across the Group’s underlying businesses, the assumptions regarding revenue, costs and commodity prices, the need to secure lender consents, the reliance on continued access to external capital, and the concentration of key responsibilities among a small number of individuals, the Directors acknowledge the existence of material uncertainties that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. These financial statements do not include any adjustments that may be required if the Company or the Group is unable to continue as a going concern.
1. LOSS PER SHARE
The basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue.
Six months ended Six months ended Year ended
30 June 30 June 31 December
2025 2024 2024
(unaudited) (unaudited) (audited)
£’000 £’000 £’000
Weighted average number of shares 1,242,485,888 516,517,600 575,936,460
in the period
Profit/(Loss) from continuing and (1,198) (600) 53
total operations
Basic loss per share:
From continuing and total (0.1)p (0.1)p 0.1p
operations
Weighted average number of shares 1,242,485,888 516,517,600 584,012,642
in the period
Profit/(Loss) from continuing and (1,198) (600) 53
total operations
Diluted loss per share:
From continuing and total (1,198) (589) 0.1p
operations
1. Acquisitions
On
As at
Further investment
On
By virtue of the Group’s holding in
1. called up share capital
Number of Total
Value Number of Value Share Premium
Ordinary value
£’000 deferred shares £’000 £’000
shares £’000
Issued and fully
paid
At 1 January 2024
(ordinary shares 627,863,811 6,279 8,222,439,370 8,222 14,501 38,236
of 1p)
Shares issued 1,099,010,833 1,099 - - - -
(see notes below)
Cost of capital (39)
At 30 June 2025 1,726,874 7,378 8,222,439,370 8,222 15,600 38,197
On
-
The company raised £274,000 through the issue of 274,000,000 new ordinary shares and £313,000 was raised through subscription shares, both of
-
A total of 109,995,000 consideration shares were then issued to
-
240,474,000 new ordinary shares of
On
-
The Company settled outstanding amounts of £78,000 owed to two employees via the issue of 73,844,333 new ordinary shares of
-
The Company settled the arrangement fee owed to
On
-
The Company settled an outstanding debt of £20,000 owed to a creditor via the issue of 20,000,000 new ordinary shares of
On
1. EVENTS AFTER THE REPORTING DATE
Prior to 31
Both as (i) a condition precedent of the contemplated financing transaction and (ii) in line with the business objectives of the Company, VEUSA also incorporated
a.US$180,000 in cash funded by VEUSA from the VEUSA Financing (see below).
a.US$400,000 via issuance (at the earliest date permissible) of 296,296,296 ordinary shares ofADM Energy PLC at a nominal share price of 0.1p per share (with an effective exchange rate ofUS$1.35 perGBP1.00 ). The issuance of the shares by the Company on behalf of VEUSA (as part of the Purchase Price) will be treated as an equity investment by the Company in VEUSA and VEUSA will receive credit for the issuance of the shares in its Capital Account in EOD.
a. The assumption by EOD ofUS$228,000 of indebtedness ofJKT Reclamation, LLC .
VEUSA will be credited with a total capital contribution to EOD of
VEUSA will also be paid a one-time
In
As part of the transaction, the Lender will be paid a Funding Fee of
Additionally, the Company has entered into a Share Exchange Agreement with the Lender whereby the 1,373,806 shares of common stock of VEUSA may be exchanged (in whole or in part) for ordinary shares of the Company anytime for a period of five years at an Exchange Ratio of 2,000 ordinary shares of the Company for every one share of VEUSA. The only limitation on the exchange of shares by the Lender will be that any exchange of shares shall not result in Lender exceeding the thresholds associated with Rule 9 of the Takeover Code. The value of the VEUSA shares at the time of the exchange will be determined based upon a third-party valuation to be commissioned prior to any future exchange.
The Company has also entered into a financing agreement with
Finally, the Board has awarded executive director,
Taking into account all of the post-period share transactions to be undertaken by the Company, the enlarged share capital of the Company will be 2,655,940,065 ordinary shares upon completion of the post-period share transactions. If the VEUSA warrants were fully exercised and exchanged (subject to a white wash in compliance with Rule 9 of the Take Over Code), the Lender would - together with the 100,000,000 shares issued as a Funding Fee - own 2,847,611,088 ordinary shares of the Company resulting in total ordinary shares outstanding of 5,583,551,152 and representing a 51.0% interest in the Company.
