PR Newswire
LONDON, United Kingdom, February 09
9 February 2026
ADM Energy PLC
(«ADM» or the «Company»)
Final Results and Publication of Annual Report
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resource investing
company, announces its audited full year results for the 12 months ended 31
December 2024.
The Company will be publishing its Annual Report and Accounts, which will be
made available on the Company’s website at www.admenergyplc.com and are being
sent to Shareholders.
Extracts from the audited full year results can be found below.
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:
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»); a 41.4% economic interest in JKT Reclamation, LLC
(«JKT»); a 42.2% economic interest in OFX Technologies, LLC
(www.ofxtechnologies.com) («OFXT»), and through OFXT holds 100% of Efficient
Oilfield Solutions, LLC («EOS»); and, a 9.2% profit interest in the Aje Field,
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.
Non-executive Chairman’s Statement
Dear Stakeholders,
During 2024 the Board continued the ground up rebuilding of ADM initiated in
2023 with a focus on
building a portfolio oil and gas productive and cash generative investments in
the U.S. onshore oil and gas
industry. Consistent with our Chairman’s macro view of world energy requirements
and continued appetite for oil and gas production, the Company believes that
establishing a portfolio positioned accordingly will create long-term and
sustainable value for shareholders.
The investment thesis around which the Board is rebuilding the Company is based
on the premise that production, specifically oil production in major U.S. shale
lays is at, or very near, its peak. This view is shared by then-CEO (current
Chairman) of NYSE-listed Diamondback Energy (market cap circa US$44
billion),Travis Stice who stated at Diamondback’s 2025 shareholder meeting that
«production has peaked» in the major U.S. shale plays.
The Board believes that the major implications of a coming peak or plateau (and
eventual decline) in shale production is that the onshore focus of the U.S.
industry will (i) shift back to greater emphasis on exploration and exploitation
of historically prolific conventional oil and gas provinces within the U.S.
through drilling and the application of enhanced oil recovery techniques and
technologies; and, (ii) toward the application of technologies refined in shale
plays to other, historically underdeveloped, resource plays.
Our Upstream Strategy therefore is to position the Company with a portfolio
consisting of select core areas within the United States major oil and gas
producing basins that combine critical mass of production to support a self
-sustaining enterprise with upside in the form of either drilling inventory or
enhanced oil recovery potential. We believe that a company built around this
thesis will be an attractive acquisition candidate as larger onshore oil
companies shift focus back to conventional, EOR-based and non-shale resource
play oriented production growth strategies.
We believe certain trends in the global economy and, in particular the United
States, continue to support a robust outlook for investment in oil and gas now
and into the foreseeable future.
In its 2025 Global Outlook, Exxon Mobil Corporation estimates that the annual,
natural production decline rate in the world’s legacy oil fields is approaching
15% per annum. This amounts to ca. 15 million barrels per day of production that
the global oil industry will have to replace just to maintain current production
levels of ca. 100 million barrels per day.
Yet, world demand for crude oil continues to grow. While the energy transition
continues globally, British energy giant bp – in its 2025 Outlook – estimates
that demand for oil continues to grow (since 2019) at a rate of 600,000 barrels
per day per annum with growth in demand driven by emerging economies and
declining transportation demand in developed economies significantly offset by
rising demand from the petrochemical sector.
Continued acceleration of generative AI and data centre development in the U.S.
continues to drive increasing demand for electric power and natural gas, as
noted by BlackRock, a global asset manager with ca. US$14.02 trillion AUM, «Both
fossil fuels and renewables, supported by critical infrastructure and resource
management, will play complementary roles as AI and other technologies continue
to reshape demand patterns worldwide.»
Together with oil and gas friendly policies of the current U.S. administration
(«Drill Baby, Drill» as famously phrased by then candidate and current U.S.
President, Donald J. Trump) the Board believes that political and macro-economic
conditions are highly favourable for the strategy around which the Board is
rebuilding the Company.
Lord Henry Bellingham
Non-Executive Chairman
7 February 2026
Independent Auditor Report
To the Shareholders of ADM Energy Plc
For the year ended 31 December 2024
Qualified Opinion
In our opinion, except for the effects of the matter described in the Basis for
qualified opinion section:
· the financial statements give a true and fair view of
the state of the Group’s and of the Parent Company’s affairs as at 31 December
2024 and of the Group’s profit for the year then ended;
· the Group financial statements have been properly
prepared in accordance with UK adopted international accounting standards;
· the Parent Company financial statements have been
properly prepared in accordance with UK adopted international accounting
standards and as applied in accordance with the provisions of the Companies Act
2006; and
· have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements of ADM Energy plc (the `Parent
Company’) and its subsidiaries (the `Group’) for the year ended 31 December 2024
which comprise the group income statement and statement of comprehensive income,
group and company statements of financial position, group and company statements
of changes in equity, group a statement of cashflows and notes to the financial
statements, including a summary of material accounting policy information. The
financial reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting standards and, as regards
the Parent Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
Basis for qualified opinion
Included within other creditors, is an amount owed to the operator of the
Group’s working interest in the an oil and gas block in Nigeria amounting to
£1,481,404. While management were able to obtain a confirmation of this balance
from the operator, it was materially different to the carrying value of the
liability in the Group’s financial statements and the carrying value does not
include the effect of discounting the liability. We were unable to obtain
sufficient appropriate audit evidence to verify the accuracy of this liability
in the Group financial statements. Due to the lack of supporting documentation,
we were unable to determine whether any adjustments were necessary in relation
to the closing value of the liability, and the corresponding impact on profit
and loss for the reporting period.
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards
are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are independent of the Group in
accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial Reporting Council’s
Ethical Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our qualified opinion.
Independence
We remain independent of the Group in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
Material uncertainty relating to going concern
We draw attention to note 2 in the financial statements, which explains that the
ability of the Group and Company to continue as a going concern is dependent on
raising the necessary funds to service its ongoing working capital requirements
as established in the cash flow forecast. At the date of signing these financial
statements, there is no guarantee that the funding to meet the Group’s and
Company’s obligations will be secured. These conditions indicate 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.
For the reason set out above and based on our risk assessment, we determined
going concern to be a key audit matter. Our opinion is not modified in respect
of this matter.
In auditing the financial statements, we have concluded that the directors’ use
of the going concern basis of accounting in the preparation of the financial
statements is appropriate. This conclusion is reached based on acceptable levels
of audit assurance gained from the following procedures:
· Obtaining the Directors cash flow forecasts for the
period to 30 June 2027 and assessing the key underlying assumptions, including
forecast levels of capital and operating expenditure used in preparing these
forecasts. In doing so we considered actual costs incurred in the financial year
2024 against budgeted and contracted commitments;
· Considered the accuracy of forecasts produced by
management by reference to key assumptions made, as well as identifying specific
elements of the forecasts that are critical for demonstrating that the business
remains a going concern, taking into account variances that arose;
· Evaluating different scenarios based on the identified
sensitivities within the forecasted model to identify the potential funding need
that exists within the going concern period;
· Testing the mechanical integrity of the forecast model
prepared by management by checking the accuracy and completeness of the model,
including challenging the appropriateness of estimates and assumptions with
reference to empirical data and external evidence;
· Considered the trends of key commodity prices in the
financial year and in the period up to the date of the approval of these
financial statements;
· Considered the viability of the mitigating factors
available to management to be able to raise the necessary funds within the going
concern period;
· Given the period of time between the date of the
statement of financial position and the date of approval of these financial
statements, we assessed the following:
· The bridge performed by management of the group financial
position as at 31 December 2025 which included specific consideration of the
liability and cash positions being used in the forecasts;
· Obtained and inspected letters from certain stakeholders
confirming that they will not recall their short term debt for immediate
repayment within the going concern period; and
· Holding discussions with key creditors of the company to
understand a restriction on use of funds available within the group for use at
the parent company level.
· We inspected a letter of support from a key shareholder,
Concepta Consulting AG, and assessed their intention and ability to provide such
support to the Group and Company;
· Reviewed the adequacy and completeness of the disclosure
included within the financial statements in respect of going concern.
Our responsibilities and the responsibility of the directors with respect to
going concern are described in the relevant sections of the report.
Overview
+—————–+———————————————–++—–+
|Key audit matters| ||2024 |
| | || |
| | ||£’000|
+—————–+———————————————–++—–+
| |Carrying value of intangible assets* ||519 |
| | || |
| |Carrying value of proved and developed assets *||754 |
| | || |
| |Going concern* ||N/A |
+—————–+———————————————–++—–+
+———–+———————————————-+
|Materiality|Group financial statements as a whole |
| | |
| |£41,000 based on 2% of gross assets. |
| | |
| |Parent Company financial statements as a whole|
| | |
| |£24,000 based on 2% of gross assets. |
+———–+———————————————-+
*we were appointed in 2024 so 2023 information has been excluded as we were not
the auditor.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, the applicable financial reporting framework and the Group’s system
of internal control. On the basis of this, we identified and assessed the risks
of material misstatement of the Group financial statements including with
respect to the consolidation process. We then applied professional judgement to
focus our audit procedures on the areas that posed the greatest risks to the
group financial statements. We continually assessed risks throughout our audit,
revising the risks where necessary, with the aim of reducing the group risk of
material misstatement to an acceptable level, in order to provide a basis for
our opinion.
The Group consists of the Parent Company and eleven subsidiaries. In determining
the components in scope for the Group audit, we obtained an understanding of the
Group’s structure, financial reporting processes and where the risk of material
misstatement was most likely to arise.
For the purpose of our group audit, the group consisted of three components in
total. These were comprised of the Parent Company, ADM Energy USA Inc and Vega
Oil and Gas LLC legal entities. We included these components within the scope of
our work because of their contributions to the Group’s consolidated financial
position. These entities were subjected to a component-level materiality due to
the presence of significant risks within the Group and the nature of its
activities. ADM 113 Limited and Blade V, LLC were in the scope for an audit of
specific balances and assessed using Group performance materiality over those
balances associated with the identified risks to the Group. The remaining
entities were not assessed as in the scope of the group audit.
All audit work was performed directly by the Group engagement team, and no
component auditors were engaged.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of
most significance in our audit of the financial statements of the current period
and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified, including those which had the
greatest effect on: the overall audit strategy, the allocation of resources in
the audit, and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. Please refer to the Material uncertainty relating to going
concern paragraph of this report to understand the key audit risk identified
with respect to the Group’s going concern. In addition to the matter described
in the Basis for qualified opinion section and the Material uncertainty relating
to going concern, we have determined the matters described below to be the key
audit matters to be communicated in our report.
+————————————+————+————————–+
|Key audit matter |How the scope of our audit|
| |addressed the key audit |
| |matter |
+————————————+————+————————–+
|Valuation of |The Group |We reviewed and challenged|
| |holds |management’s indicators of|
|intangible |intangible |impairment assessment |
| |assets with |against the requirements |
|assets |a carrying |of the relevant accounting|
| |value of |standards to determine |
|(References: Accounting policy – Key|£519,000 |whether there were any |
|estimations and assumptions; |which |indicators of impairment. |
|Accounting |relates |As indicators were |
| |solely to |assessed as present, we |
|policy – |the Group’s |also reviewed and |
| |Altoona |challenged the impairment |
|Intangible |exploration |assessment performed by |
| |and |management. |
|Assets; Note 10 – Intangible |evaluation | |
| |asset. IFRS |Our specific audit |
|Assets) |6 requires |procedures performed in |
| |management |this regard included: |
| |to perform | |
| |an annual |· We|
| |impairment |evaluated the adequacy of |
| |indicator |Management’s valuation |
| |assessment, |method and agreed their |
| |and where an|inputs to supporting |
| |indicator |documents such as a sale |
| |exists, the |of a percentage of the |
| |Directors |underlying investment; |
| |are required| |
| |to perform a|· We|
| |detailed |challenged the appropriate|
| |impairment |classification of the |
| |assessment. |assets and ensured this is|
| |These |consistent with the |
| |assessments |requirements of the |
| |require the |relevant accounting |
| |Directors to|standards; and |
| |apply | |
| |judgment, |· |
| |and the |Checked the disclosures in|
| |outcome |the annual report meets |
| |depends on |the requirements of IFRS. |
| |inputs such | |
| |as |Key observations: |
| |production | |
| |forecasts, |We found the Directors |
| |expected |assessment of the carrying|
| |cash flows, |value of intangible assets|
| |discount |to be acceptable. |
| |rates, | |
| |comparable | |
| |market data | |
| |and the | |
| |selection of| |
| |valuation | |
| |techniques. | |
| |The level of| |
| |estimation | |
| |uncertainty | |
| |and | |
| |subjectivity| |
| |involved | |
| |meant this | |
| |area | |
| |required | |
| |significant | |
| |audit | |
| |attention. | |
+————————————+————+————————–+
+————————————–+————+————————–+
|Key audit matter |How the scope of our audit|
| |addressed the key audit |
| |matter |
+————————————–+————+————————–+
|Valuation of proved undeveloped assets|The Group |We reviewed and challenged|
| |acquired |managements indicators of |
|(References: Accounting policy – Key |proven |impairment assessment |
|estimations and assumptions; |undeveloped |against the requirements |
|Accounting |oil and gas |of the relevant accounting|
| |assets |standards to determine |
|policy – |during the |whether there were any |
| |year. These |indicators of impairment. |
|Property, Plant and Equipment; |require an | |
| |annual |Our specific audit |
|Note 11 – |impairment |procedures included: |
| |indicator | |
|Property, Plant and Equipment) |assessment, |· |
| |and where an|Obtaining and reviewing |
| |indicator |the reserve report |
| |exist, the |prepared by management’s |
| |Directors |expert; |
| |are required| |
| |to perform a|· We|
| |detailed |assessed the competence |
| |impairment |and independence of |
| |assessment. |Management’s expert used |
| |These |to determine the reserves |
| |assessments |base; and |
| |require the | |
| |Directors to|· |
| |apply |Checked the disclosures in|
| |judgment, |the annual report meets |
| |and the |the requirements of IFRS. |
| |outcome | |
| |depends on |Key observations: |
| |inputs such | |
| |as |We found the Directors |
| |production |assessment of the carrying|
| |forecasts, |value of intangible assets|
| |expected |to be acceptable. |
| |cash flows, | |
| |discount | |
| |rates, | |
| |comparable | |
| |market data | |
| |and the | |
| |selection of| |
| |valuation | |
| |techniques. | |
| |The level of| |
| |estimation | |
| |uncertainty | |
| |and | |
| |subjectivity| |
| |involved | |
| |meant this | |
| |area | |
| |required | |
| |significant | |
| |audit | |
| |attention. | |
+————————————–+————+————————–+
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level, performance
materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial
as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on
the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole and performance materiality as follows:
+—————————-+————-+——————————-+
| |Group |Parent Company financial |
| |financial |statements |
| |statements | |
+—————————-+————-+——————————-+
| | | |
+—————————-+————-+——————————-+
|Materiality |£41,000 |£24,000 |
+—————————-+————-+——————————-+
|Basis for determining |Materiality |Materiality was determined as |
|materiality |was |2% of gross assets. |
| |determined as| |
| |2% of gross | |
| |assets. | |
+—————————-+————-+——————————-+
|Rationale for the benchmark |Gross assets |Gross assets were considered |
|applied |were |the most appropriate benchmark |
| |considered |as they represent the primary |
| |the most |measure used by investors in |
| |appropriate |assessing the Group’s |
| |benchmark as |performance and position, and |
| |they |the balance sheet is the key |
| |represent the|driver of economic decision |
| |primary |making for a Group whose |
| |measure used |activities centre on its assets|
| |by investors |ability to generate revenue. |
| |in assessing | |
| |the Group’s | |
| |performance | |
| |and position,| |
| |and the | |
| |balance sheet| |
| |is the key | |
| |driver of | |
| |economic | |
| |decision | |
| |-making for a| |
| |Group whose | |
| |activities | |
| |centre on its| |
| |assets | |
| |ability to | |
| |generate | |
| |revenue. | |
+—————————-+————-+——————————-+
|Performance materiality |£24,600 |£14,400 |
+—————————-+————-+——————————-+
|Basis for determining |Performance |Performance materiality was set|
|performance materiality |materiality |as 60% of overall materiality |
| |was set as |to reduce the risk that |
| |60% of |undetected misstatements at the|
| |overall |component and Group level |
| |materiality |exceed overall materiality. |
| |to reduce the| |
| |risk that | |
| |undetected | |
| |misstatements| |
| |at the | |
| |component and| |
| |Group level | |
| |exceed | |
| |overall | |
| |materiality. | |
+—————————-+————-+——————————-+
|Rationale for the percentage|The |The percentages applied |
|applied for performance |percentages |reflected our assessment of |
|materiality |applied |aggregation risk, the nature of|
| |reflected our|the Company’s operations, and |
| |assessment of|our expectation of the level of|
| |aggregation |misstatement based on prior |
| |risk, the |audit experience and our risk |
| |nature of the|assessment. |
| |Group’s | |
| |operations, | |
| |and our | |
| |expectation | |
| |of the level | |
| |of | |
| |misstatement | |
| |based on | |
| |prior audit | |
| |experience | |
| |and our risk | |
| |assessment. | |
+—————————-+————-+——————————-+
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for
each component of the Group, apart from the Parent Company whose materiality and
performance materiality are set out above, based on a percentage of between 60%
and 75% of Group performance materiality dependent on a number of factors
including our assessment of the risk of material misstatement of those
components. Component performance materiality ranged from £18,750 to £25,000.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £2,100. We also agreed to report differences
below this threshold that, in our view, warranted reporting on qualitative
grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the document entitled `annual report’
other than the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
As described in the basis for qualified opinion section of our report, we were
unable to satisfy ourselves concerning the liabilities of £1,481,404 held at 31
December 2024. We have concluded that where the other information refers to the
liability balance or related balances, it may be materially misstated for the
same reason.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the
course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to
report on certain opinions and matters as described below.
+———-+————————————————————–+
|Strategic |Except for the possible effects of the matter described in the|
|report and|basis for qualified opinion section of our report: |
|Directors’| |
| |· the information given in the Strategic|
|report |report and the Directors’ report for the financial year for |
| |which the financial statements are prepared is consistent with|
| |the financial statements; and |
| | |
| |· the Strategic report and the |
| |Directors’ report have been prepared in accordance with |
| |applicable legal requirements. |
| | |
| |Except for the matter described in the basis for qualified |
| |opinion section of our report, in the light of the knowledge |
| |and understanding of the Group and Parent Company and its |
| |environment obtained in the course of the audit, we have not |
| |identified material misstatements in the strategic report or |
| |the Directors’ report. |
+———-+————————————————————–+
+———————–+————————————————–+
|Matters on which we are|Arising solely from the limitation on the scope of|
|required to report by |our work relating to the liability referred to |
|exception |above: |
| | |
| |· we have not obtained all |
| |the information and explanations that we |
| |considered necessary for the purpose of our audit;|
| |and |
| | |
| |· we were unable to |
| |determine whether adequate accounting records have|
| |been kept. |
| | |
| |We have nothing to report in respect of the |
| |following matters in relation to which the |
| |Companies Act 2006 requires us to report to you |
| |if, in our opinion: |
| | |
| |· returns adequate for our |
| |audit have not been received from branches not |
| |visited by us; or |
| | |
| |· the Parent Company |
| |financial statements are not in agreement with the|
| |accounting records and returns; or |
| | |
| |· certain disclosures of |
| |Directors’ remuneration specified by law are not |
| |made. |
+———————–+————————————————–+
Responsibilities of Directors
As explained more fully in the Directors’ Report, the Directors are responsible
for the preparation of the financial statements and for being satisfied that
they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Group’s and the Parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Extent to which the audit was capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
· Our understanding of the Group and Parent Company and
the industry in which it operates;
· Discussion with management and those charged with
governance;
· Obtaining an understanding of the Group’s and Parent
Company’s policies and procedures regarding compliance with laws and regulations
We considered the significant laws and regulations to be the UK-adopted
international accounting standards, the AIM Rules for Companies, and the
relevant tax legislation in the jurisdictions in which the Group operates,
including US and UK tax law.
Our procedures in respect of the above included:
· Detailed discussions were held with management to
identify any known or suspected instances of non- compliance with laws and
regulations;
· Review of minutes of meetings of those charged with
governance and reviewing correspondence with relevant tax and regulatory
authorities for any instances of non-compliance with laws and regulations;
· Identifying and assessing the design effectiveness of
controls that management has in place to prevent and detect fraud;
· Challenging assumptions and judgements made by
management in its significant accounting estimates, including assessing the
capabilities of management to consider sufficient judgement and estimates in
their assessment over the carrying value of the exploration and evaluation
assets, the carrying value of the proved and developed assets, the carrying
value of investment in associates subsidiaries, the carrying value of the
decommissioning provision and the accounting treatment of acquisitions during
the year.
· Review of correspondence with regulatory and tax
authorities for any instances of non-compliance with laws and regulations and
confirming the amounts due to the authority’s records;
· Review of financial statement disclosures and agreeing
to supporting documentation;
· Review of legal expenditure accounts to understand the
nature of expenditure incurred;
· Performing analytical procedures to identify any unusual
or unexpected relationships, including related party transactions, that may
indicate risks of material misstatement due to fraud;
· Confirmation of related parties with management, and
review of transactions throughout the period to identify any previously
undisclosed transactions with related parties outside the normal course of
business; and
· Review of significant and unusual transactions and
evaluation of the underlying financial rationale supporting the transactions.
Fraud
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:
· Enquiry with management and those charged with
governance and the Audit Committee regarding any known or suspected instances of
fraud;
· Obtaining an understanding of the Group’s policies and
procedures relating to: o Detecting and responding to the risks of fraud; and o
Internal controls established to mitigate risks related to fraud.
· Review of minutes of meetings of those charged with
governance for any known or suspected instances of fraud;
· Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements;
· Performing analytical procedures to identify any unusual
or unexpected relationships that may indicate risks of material misstatement due
to fraud;
· Considering remuneration incentive schemes and
performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud
to be revenue recognition, management override of controls, including the
posting of manual journal entries and the judgements applied by management over
the carrying value of the intangible assets, the carrying value of property,
plant and equipment, the carrying value of investment in associates and
subsidiaries, the carrying value of the decommissioning provision and the
accounting treatment of acquisitions during the year.
Our procedures in respect of the above included:
· Testing a sample of journal entries throughout the year,
which met a defined risk criteria, by agreeing to supporting documentation;
· Assessing significant estimates made by management for
bias including the and judgements applied by management; and.
· Performing targeted procedures over recoverable value
adjustments, including testing supporting evidence for valuation inputs and
assessing whether adjustments made outside routine processes indicated potential
bias.
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members who were all deemed to have
appropriate competence and capabilities and remained alert to any indications of
fraud or noncompliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement
in the financial statements, recognising that the risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery, misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further removed non
-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely we are to become aware of
it.
A further description of our responsibilities is available on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the Parent Company’s
members as a body, for our audit work, for this report, or for the opinions we
have formed.
John Black (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP, Statutory Auditor
40 Gracechurch Street, London, England, EC3V 0BT
7 February 2026
RPG Crouch Chapman LLP is a limited liability partnership registered in England
and Wales (with registered number OC375705).
GROUP INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 December 2024
2024 Restated 2023
Note £’000 £’000
Continuing operations 3 95 –
Revenue
Cost of sales (38) –
Gross profit 57 –
Other operating losses (5) (210)
Administrative expenses (836) (1,595)
Other operating gains 9 644 1,145
Decrease in the 17 2,506 188
decommissioning provision
Impairment of intangibles 10,12 (438) (16,843)
Impairment of associates (924) –
Operating loss 4 1,004 (17,315)
Finance costs 5 (542) (263)
Share of loss of 12,13 (409) –
associate
Profit/(loss) on ordinary 53 (17,578)
activities before taxation
Taxation 7 − −
Profit / (Loss) for the 53 (17,578)
year
Other Comprehensive 152 (551)
income:
Exchange translation
movement
Total comprehensive income 205 (18,129)
for the year
Basic profit/(loss) per 8
share:
From continuing and total 0.01p (5.0)p
operations
Diluted profit/(loss) per 8
share:
From continuing and total 0.01p (5.0)p
operations
The notes form part of these financial statements.
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 31 December 2024
GROUP COMPANY
2024 Restated Restated 2024 Restated
2023 as at 2023 (note
(note 1 January 2)
2) 2023
(note 2)
NON-CURRENT Notes £’000 £’000 £’000 £’000 £’000
ASSETS
10
Intangible
assets
519 841 – – –
Property, plant 11 754 – 17,899 – −
and equipment
Investment in 12 – – − 467 668
subsidiaries
Investment in 13 532 1,085 − 232 1,085
associates
1,805 1,926 17,899 699 1,753
CURRENT ASSETS – – 28 – –
Investments
held
for trading
Inventory – – 36 – –
Trade and other 14 291 18 22 520 18
receivables
Cash and cash 15 – – 25 – –
equivalents
291 18 111 520 18
CURRENT 16 2,497 2,168 2,240 1,866 2,130
LIABILITIES
Trade and other
payables
Convertible 17 803 510 – 803 510
loans
Other 16 344 285 – 344 285
borrowings
3,644 2,963 2,240 3,013 2,925
NET CURRENT (3,353) (2,945) (2,129) (2,493) (2,907)
LIABILITIES
NON-CURRENT 16 2,321 1,586 2,718 355 282
LIABILITIES
Other payables
Other 17 – 376 287 – 376
borrowings
Decommissioning 18 3,394 5,943 5,627 – −
provision
5,715 7,905 8,632 355 658
NET ASSETS/ (7,263) (8,924) 7,138 (2,149) (1,812)
(LIABILITIES)
EQUITY 19 14,501 13,072 11,194 14,501 13,072
Share capital
Share premium 19 38,236 38,236 38,090 38,236 38,236
Other reserves 20 1,016 1,005 962 1,016 1,005
Currency 231 79 630 – −
translation
reserve
Retained (61,247) (61,316) (43,738) (55,902) (54,125)
deficit
Equity (7,263) (8,924) 7,138 (2,149) (1,812)
attributable to
owners of the
Company and
total
equity
The loss for the financial year within the Company accounts of ADM Energy plc
was £1,793k (2023: £13,923k). As provided by s408 of the Companies Act 2006, no
individual Statement of Comprehensive Income is provided in respect of the
Company.
The notes form part of these financial statements.
The financial statements were approved by the Board and ready for issue on 7
February 2026.
Randall Connally, Chief Executive Officer
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 December 2024
Share Share Exchange Other Retained Total
capital premium translation reserves deficit equity
reserve
£’000 £’000 £’000 £’000 £’000 £’000
At 1 January 11,194 38,090 630 962 (43,738) 7,138
2023
Restated
Loss for the − − − − (17,578) (17,578)
year
Exchange − − (551) − − (551)
translation
movement
Total − − (551) − (17,578) (18,129)
comprehensive
income /
(expense) for
the year
Issue of new 1,878 146 − − − 2,024
shares
Issue of − – − 33 − 33
options &
warrants
Issue of − − − 10 – 10
convertible
loans
At 31 13,072 38,236 79 1,005 (61,316) (8,924)
December 2023
Restated
Profit for – – – – 53 53
the year
Exchange – – 152 – – 152
translation
movement
Total – – 152 – 53 205
comprehensive
income /
(expense) for
the year
Issue of new 1,429 – – – – 1,429
shares
Issue of – – – 23 – 23
options &
warrants
Options (16) 16 –
lapsed during
the
year
Issue of 4 4
convertible
loans
At 31 14,501 38,236 231 1,016 (61,247) (7,263)
December 2024
The notes form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 December 2024
Share Share Other Retained Total
capital premium reserves deficit equity
£’000 £’000 £’000 £’000 £’000
At 1 January 2023 11,194 38,090 962 (40,327) 9,919
Loss for the period and total − − − (13,798) (13,798)
comprehensive expense
restated
Issue of new shares 1,878 146 − − 2,024
Issue of warrants − – 33 − 33
Settlement of convertible − − 10 – 10
loans
At 31 December 2023 Restated 13,072 38,236 1,005 (54,125) (1,812)
Loss for the period and total – – – (1,793) (1,793)
comprehensive expense
Issue of new shares 1,429 – – – 1,429
Issue of options & warrants – – 23 – 23
Options lapsed during the – – (16) 16 –
year
Issue of convertible loans 4 – 4
At 31 December 2024 14,501 38,236 1,016 (55,902) (2,149)
The notes form part of these financial statements.
GROUP AND COMPANY STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 December 2024
GROUP COMPANY
Note 2024 2024
Restated Restated
2023 2023
£’000 £’000
£’000 £’000
OPERATING ACTIVITIES 53 (17,578) (1,793) (13,923)
Profit / (Loss) for
the period
Adjustments for: 20 – 10 – 10
Warrants issued in
settlement of fees
Finance costs and 5 542 256 499 236
interest
FX on development 10 (5) 420 – –
costs (intangibles)
Fair value – – – –
remeasurement of
contingent
liability
Impairment of 12 924 29 1,124 12,370
subsidiaries/
associate
Dilution of OFXT 50 – 50 –
investment
Depreciation 39 57 – –
Other amounts written – 54 – 54
off
Share based payments 20 22 18 22 18
Gains on settlement 9 (141) (1,521) (141) (65)
of OFX Holdings, LLC
loan
Share of loss of 12 360 – – –
associate
Loss on disposal of 9 – 501 – –
leases
Shares issued as – 127 – 127
incentives
Impairment of 10 438 16,843 – –
intangibles
Decommissioning 19 (2,506) (131) – –
provision
FX on decommissioning 19 (204) – – –
provision
Operating cashflow (428) (915) (239) (1,173)
before working
capital
changes
Decrease/(increase) 14 (36) – 5 –
in trade and other
receivables
Decrease in – 36 – –
inventories
Increase/(decrease) 15 (236) 153 (359) 382
in trade and other
payables
Net cash outflow from (700) (726) (593) (791)
operating activities
INVESTMENT ACTIVITIES – (8) – (8)
Acquisition of
subsidiary
Loans from – – 256 –
subsidiary
Loans issued to (158) – (158) –
associate
Net cash outflow from (158) (8) 98 (8)
investment activities
FINANCING ACTIVITIES 18 77 – 77 –
Proceeds from issue
of ordinary share
capital
Proceeds from 18 195 450 196 450
convertible loan note
Repayment of 15 (92) (20) (64) (20)
borrowings
Proceeds from 15 678 343 286 344
borrowings
Net cash inflow from 858 773 495 774
financing activities
Net – 39 – (25)
increase/(decrease)
in cash and cash
equivalents from
continuing and total
operations
Exchange translation – (64) – −
difference
Cash and cash – 25 – 25
equivalents at
beginning of
period
Cash and cash 16 – – – –
equivalents at end of
period
The notes form part of these financial statements.
Major non cash transactions
GROUP COMPANY GROUP COMPANY
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Non-cash investing and financing – 189 – 189
activities
Shares in consideration for the
investment in Blade Oil V
Shares in consideration for the 432 – 432 –
investment in SW Oklahoma, LLC
Shares in conversion of outstanding 533 683 533 683
contractual liabilities
Shares in settlement of certain 291 100 291
outstanding trade and other 100
creditors
Share options to Directors and – 18 – 18
employees
Contingent liability waived 495 – 495 –
Expenses paid on behalf of the 281 – 281 –
Company
Proceeds of share issue received by – – 160 –
subsidiary
Investor warrants – 2 – 2
Incentive warrants – 1 – 1
Warrants in consideration for loan – 13 – 13
settlement
The notes form part of these financial statements.
1 general information
The Company is a public limited company incorporated in the United Kingdom
and its shares are listed on the AIM market of the London Stock Exchange.
The Company also has secondary listings on the Quotation Board Segment of
the Open Market of the Berlin Stock Exchange («BER») and Xetra, the
electronic trading platform of the Frankfurt Stock Exchange («FSE»).
The Company mainly invests in natural resources and oil and gas projects.
The registered office and principal place of business of the Company is as
detailed in the Company Information section of the report and accounts on
page 3.
As permitted by section 408 of the Companies Act 2006, the profit and loss
account of the company is not presented as part of these financial
statements. The Company’s total comprehensive loss for the financial year
was £1.7million (2023: £13.9 million).
2 PRINCIPAL ACCOUNTING POLICIES
The principal accounting policies in the preparation of these financial
statements are set out below. These policies have been consistently applied
throughout all periods presented in the financial statements.
As in prior periods, the Group and financial statements have been prepared
in accordance with UK-adopted International Accounting Standards . As
ultimate parent of the Group, the Company has taken advantage of Financial
Reporting Standard 101 Reduced Disclosure Framework (FRS 101), which
addresses the financial reporting requirements and disclosure exemptions in
the individual financial statements of «qualifying entities», that
otherwise apply the recognition, measurement and disclosure requirements of
UK adopted international accounting standards. The disclosure exemption
adopted by the Companyin accordance withFRS 101 are:
i · a statement of compliance with IFRS (a
statement of compliance with FRS 101 is provided instead);
ii · related party transactions with two or
more wholly owned members of the group; and
iii · a Statement of Cash Flows and related
disclosures
iv In addition, andin accordance withFRS 101,
further disclosure exemptions have been applied because equivalent
disclosures are included in theconsolidatedfinancial statements ofADM
Energyplc. These financial statements do not include certain disclosures in
respect of:
v · financial instrument disclosures as
required by IFRS 7 Financial Instruments: Disclosures; and
vi · fair value measurements – details of the
valuation techniques and inputs used for fair value measurement of assets
and liabilities as per paragraphs 91 to 99 of IFRS 13 Fair Value
Measurement.
In publishing the Parent Company financial statements here together with
the Group financial statements, the Company is taking advantage of the
exemption in Section 408 of the Companies Act 2006 not to present its
individual income statement and related notes that form a part of these
approved financial statements. The financial statements have been
prepared using the measurement bases specified by IFRS for each type of
asset, liability, income and expense. The measurement bases are more fully
described in the accounting policies below.
The current period covered by these financial statements is the year to 31
December 2024. The comparative figures relate to the year ended 31
December 2023. The financial statements are presented in pounds sterling
(£) which is the functional currency of the Group. There has been a prior
year restatement, further detail can be found below in note 2 «Correction
of prior year error».
An overview of standards, amendments and interpretations to IFRSs issued
but not yet effective, and which have not been adopted early by the Group
are presented below under `Statement of Compliance’.
GOING CONCERN
Going Concern
The Directors have prepared the financial statements 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 30 June 2027, which indicates
that under current conditions, the Group and Company will need to raise
funds in order to settle the Group’s existing and forecast contractual and
committed obligations.
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 Altoona JV, LLC («Altoona») and
Eco Oil Disposal, LLC («EOD»). The Group’s forecasts assume that Altoona
and EOD achieve production volumes, sales volumes, realised commodity
prices, and operating and administrative costs broadly in line with the
budgets approved by the Directors. The forecasts also assume the successful
execution of funding initiatives, including the completion of the sale of a
10% working interest in the Altoona Lease and EOD entering into a commodity
price swap during the first half of 2026, neither of which has been
completed as at the date of approval of these financial statements. These
initiatives are expected to raise funds of $180,000 and $250,000
respectively. In addition, while the Group has deferred certain costs and
creditors historically, there can be no assurance that such arrangements
will continue or that creditors, including tax authorities, will agree to
revised settlement terms.
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, Concepta Consulting AG, which indicates that additional
funding would be provided to the Group and Company to enable it to meet its
working capital requirements in the going concern assessment period.
The Group and Company have a history of successfully raising debt and
equity as well as selling minority interests in its existing assets. The
Directors have undertaken several activities to raise funds to fund its
current and ongoing commitments and to raise funds to develop the business
to be self sufficient which will enable it to meet its contractual
obligations.
In January 2026 VEUSA completed a senior secured financing (the «VEUSA
Financing») with Shoreline Energies, LLC (the «Lender»). The VEUSA
Financing is structured as a 5-year, US$1 million loan with an interest
rate of 12.0% per annum. During the first year the loan is interest only
with interest payments made quarterly in arrears. Starting in the second
year the loan has even, monthly amortisation payments until maturity. The
Company is a guarantor of the VEUSA Financing and has entered into a share
pledge of the share capital of VEUSA and ADM 113 Limited (BVI), the entity
which holds the equity capital of PR Oil & Gas (Nigeria) Limited, the owner
of a12.3% cost share and 9.2% profit share in OML-113, Aje Field. The terms
of the loan include a restricted payment provision whereby VEUSA is not
permitted to make any dividend or other payments to the Company without the
express permission (at the sole discretion) of the lender.
In November 2025 the Group entered into a commodity price swap to sell
1,200 barrels of oil for a period of 18 months starting from November
2026. Pursuant to the terms of the transaction US$225,000 was funded to
JKT Reclamation at closing and JKT Reclamation will make a monthly payment
equal to 1,200 multiplied by the difference between the average monthly
price of West Texas Intermediate crude oil and US$46.75.
Although EOD and Altoona may generate distributable cash, the Directors
note that, under the terms of Vega Energy USA, Inc.’s financing
arrangements, lender consent is required before funds can be upstreamed to
the Company. The ability to obtain such consent is not within the Group’s
sole control.
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.
STATEMENT OF
COMPLIANCE
The financial
statements of
the Group have
been prepared in
accordance with
UK-adopted
international
accounting
standards and
with the
requirements of
the Companies
Act 2006.
The Group’s and
Company’s
financial
statements for
the year ended
31 December 2024
were approved
and authorised
for issue by the
Board of
Directors on 6
February 2026
and the
Statements of
Financial
Position were
signed on behalf
of the Board by
Stefan Olivier.
The Group
financial
statements give
a true and fair
view and have
been prepared
and approved by
the Directors in
accordance with
UK-adopted
international
accounting
standards and
with the
requirements of
the Companies
Act 2006.
New standards,
amendments and
interpretations
adopted by the
Company
The following
new standards
have come into
effect this year
however they
have no impact
on the Group:
Standard
Description
Effective date
IFRS 16Leases
Lease Liability
in a Sale and
Leaseback 1
January 2024
– Amendments
IAS
1Presentation of
Classification
of liabilities
as Current 1
January 2024
Financial
Statements or
Non-Current and
Non-current
Liabilities with
Covenants –
Amendments
IFRS 7Financial
Disclosures –
Supplier Finance
1 January 2024
Instruments
Arrangements
Standards,
amendments and
interpretations,
which are
effective for
reporting
periods
beginning after
the date of
these financial
statements which
have not been
adopted early:
Standard
Description
Effective date
IAS 21
The Effects of
Changes in
Foreign Exchange
1 January 2025
Ra
tes
IFRS 9
Classification
and Measurement
of Financial 1
January 2026
Financial
Instruments-
Amendments
Instruments
IFRS S1
General
Requirements for
Disclosure of
1 January 2024*
Su
stainability
-related
Financial
Information
IFRS S2
Climate-related
Disclosures
1 January 2024*
IFRS 18
Presentation and
Disclosure in
Financial 1
January 2027*
St
atements
Amendments to
Financial
Instruments and
IFRS 7 Financial
1 January 2026*
IFRS 9
Instruments:
Disclosures:
Classification
and
Me
asurement of
Financial
Instruments
IFRS
Annual
Improvements to
IFRS standards
1 January 2026
Accounting
Standards
IFRS 9 and
Contracts
Referencing
Nature-dependent
1 January 2026*
IFRS 7
Electricity –
Amendments
*Not yet
endorsed in the
UK
There are no
IFRS’s or IFRIC
interpretations
that are not yet
effective that
would be
expected to have
a material
impact on the
Company or
Group.
CORRECTION OF
PRIOR YEAR ERROR
The below tables
show the prior
adjustments to
the 2022 and
2023 Group and
Company
figures.
GROUP
1 January
Adjustment
Restated 31
Adjustment 31
2023
1 January
December
December
2023 2023
2023
(note 2)
Restated
£’000 £’000
£’000 £’000
£’000
£’000
NON-CURRENT
ASSETS
Intangible
assets
– –
– 357
484 841
Property, plant
and equipment
17,899 –
17,899 –
– –
Investment in
subsidiaries
–
–
– –
Investment in
associates
–
1,062
23
1,085
17,899 –
17,899 1,419
507
1,926
CURRENT ASSETS
Investments held
for trading 28
– 2
8 –
– –
Inventory
36 –
36 –
– –
Trade and other
receivables
22 –
22 18
– 18
Cash and cash
equivalents
25 –
25 –
– –
111 –
111 18
– 18
CURRENT
LIABILITIES
Trade and other
payables
2,240 –
2,240 2,273
(105)
2,168
Convertible
loans
– –
– 427
83 510
Other borrowings
– –
– –
285 285
2,240 –
2,240 2,700
263
2,963
NET CURRENT
LIABILITIES
(2,129) –
(2,129)
(2,682) (263)
(2,945)
NON-CURRENT
LIABILITIES
Other payables
2,718 –
2,718 1,586
– 1,58
6
Other borrowings
287 –
287 638
(262) 376
Decommissioning
provision
1,557 4,070
5,627 1,621
4,322
5,943
4,562 4,070
8,632 3,845
4,060
7,905
NET ASSETS/
(LIABILITIES)
11,208
(4,070)
7,138
(5,108)
(3,816)
(8,924)
EQUITY
Share capital
11,194 –
11,194
13,072 –
13,072
Share premium
38,090 –
38,090
38,236 –
38,236
Other reserves
962 –
962 1,036
(31)
1,005
Currency
translation
reserve 630
– 6
30 15
64 79
Retained deficit
(39,668)
(4,070)
(43,738)
(57,467)
(3,849)
(61,316)
Equity
attributable to
owners 11,208
(4,070) 7,138
(5,108)
(3,816) (8,924)
of the Company
and total
equity
COMPANY
31 December 2023
Adjustment 31
December 2023
Restated
£’000
£’000
£’000
NON-CURRENT
ASSETS
Investment in
subsidiaries
668
– 668
Investment in
associates
1,062
23
1,085
1,730
23
1,753
CURRENT ASSETS
Trade and other
receivables
18
– 18
Cash and cash
equivalents
–
– –
18
– 18
CURRENT
LIABILITIES
Trade and other
payables
2,235
(105)
2,130
Convertible
loans
427
83 510
Other borrowings
–
285 285
2,662
263
2,925
NET CURRENT
LIABILITIES
(2,644)
(263)
(2,907)
NON-CURRENT
LIABILITIES
Other payables
282
282
Other borrowings
638
(262) 376
920
(262) 658
NET ASSETS/
(LIABILITIES)
(1,834)
22
(1,812)
EQUITY
Share capital
13,072
– 13,07
2
Share premium
38,236
– 38,23
6
Other reserves
1,036
(31)
1,005
Retained deficit
(54,178)
53
(54,125)
Equity
attributable to
owners (1,834)
22
(1,812)
of the Company
and total
equity
During the year
ended 31
December 2024,
the Group
determined that
the financial
statements for
the prior period
contained errors
that related to
the following
areas:
Decommissioning
provision – The
rate applied to
discount the
decommissioning
provision in
respect of the
OML 113 asset
was incorrect
because it did
not reflect the
risk free rate
as required by
IAS 37. An
adjustment has
been posted to
correct the rate
applied and this
resulted in a
£4,070,000
increase to the
provision at 1
January 2023. In
addition, the
Company had
omitted a
decommissioning
provision in
respect of the
Altoona assets
acquired during
2023 and an
adjustment was
posted of
£481,000 to
correct this.
The combined
effect of
adjustments to
the discount
rate for the
existing
decommissioning
provision and
the recognition
of the Altoona
provision in
2023 was a
£316,000
increase in
2023. The effect
on equity was a
decrease of
£4,070,000 in
2022 and a
cumulative
decrease of
£3,838,000 in
2023.
Decommissioning
provision
£’000
1 January 2023
as previously
reported 1,557
Prior year
adjustment
4,070
1 January 2023
restated
5,627
Prior year
adjustment
316
31 January 2023
restated
5,943
Intangible
assets – No
decommissioning
provision or
associated asset
for the Altoona
lease had been
accounted for in
2023. This
resulted in a
£481,000
increase to
intangibles in
2023. There was
no effect on
equity.
Intangible
assets
£’000
1 January 2023
360
Prior year
adjustment
481
31 January 2023
restated 841
Investments –
There was a
capital
contribution
made to the
investment in
OFXT that was
not accounted
for in 2023.
This resulted in
an increase of
£23,566 to
Investments.
There was no
effect on
equity.
Investment in
OFXT
£’000
31 January 2023
as previously
reported 1,062
Prior year
adjustment
23
31 January 2023
restated
1,085
Accruals – The
fees for a
director had
been under
accrued for in
2023. This
resulted in a
£20,208 increase
to accruals in
2023. The effect
on equity was a
£20,208
decrease.
Accrual
£’000
31 January 2023
as previously
reported 543
Prior year
adjustment
20
31 January 2023
restated
563
Convertible Loan
note – The
incorrect
discount rate
had been used to
measure the fair
value of the
liability
component of the
convertible loan
note. This
resulted in a
£83,000 increase
to the
convertible loan
note liability
in 2023. The
effect on equity
was a £53,000
decrease.
CLN
£’000
31 January 2023
as previously
reported 427
Prior year
adjustment
83
31 January 2023
restated
510
Employment taxes
– The employment
taxes in 2023
had been over
accrued for in
2023. This
resulted in a
£123,000
decrease to the
liabilities in
2023. The effect
on equity was a
£123,000
increase.
Employment taxes
payable
£’000
31 January 2023
as previously
reported 351
Prior year
adjustment
123
31 January 2023
restated
228
Classification
of certain
liabilities as
non-current – In
the previous
year, there were
liabilities
classified as
non-current
without the
contractual
right to defer
payment for at
least 12 months.
These loans have
been
reclassified to
be presented as
current. There
is no impact on
the net assets
as a result of
this re
-classification.
Impact on equity
(increase/(decrea
se) in equity)
31 December 2023
1 January 2023
£’000
Restated £’000
Decommissioning
provision
(3,838)
(4,070)
Accruals
(20)
–
Loans payable
123
–
CLN
(53)
–
Total
liabilities
(3,788)
(4,070)
Net impact on
equity
(3,788)
(4,070)
Impact on
statement of
profit or loss
(increase/(decrea
se) in profit)
31 December 2023
£’000
Finance fee
168
Director fee
(20)
Employment taxes
123
CLN finance cost
(53)
Net impact on
profit for the
year (28)
Attributable to:
Equity holders
of the parent
(28)
Non-controlling
interests
–
Impact on
operating cash
flows for the
year
(increase/(decrea
se) in cash
outflow)
31 December 2023
£’000
Increase of
decommissioning
provision
liability
(4,322)
Increase in
finance cost
from
decommissioning
provision 168
Impact of
correction to
CLN liability
(30)
Net impact of
cash outflow
(4,184)
The change did
not have an
impact on OCI
for the period
or the Group’s
investing and
financing cash
flows.
There was no
impact to the
basic and
diluted earnings
per share (EPS).
KEY ESTIMATES AND
ASSUMPTIONS
Estimates and
assumptions used
in preparing the
financial
statements are
reviewed on an
ongoing basis and
are based on
historical
experience and
various other
factors that are
believed to be
reasonable under
the
circumstances.
The results of
these estimates
and assumptions
form the basis of
making judgements
about carrying
values of assets
and liabilities
that are not
readily apparent
from other
sources.
Judgement also
applies in
determining
whether costs
associated with
contingent
liabilities can
be reliably
estimated or not
and the extent to
which it is
appropriate to
make disclosure
in this area.
RESERVES OF OIL &
GAS ASSETS
The Group’s
property, plant
and equipment
relate to the
proved
undeveloped
assets acquired
from its interest
in Vega Oil and
Gas, LLC.
Management have
applied their
judgment in
estimating the
economic reserves
of oil that can
be extracted at
Vega. This
estimate is used
in the
calculation of
depletion by
applying the
units of
production
method.
IMPAIRMENT OF
INTANGIBLE ASSETS
Note 10
summarises the
cumulative cost
less amortisation
of the Group’s
indirect
investment in the
Aje Field (OML
113). During the
year, the
Directors noted
indicators of
impairment
related to this
asset. They have
therefore
reviewed the
value of the
Group’s
proportionate
share of the Aje
fixed assets
(which as a cash
generating unit
is represented by
the property,
plant and
equipment asset
relating to the
cumulative cost
of its
acquisition and
funding of its
interest in the
Aje Field) and
have determined
that it is
appropriate to
impair the asset
by £202,359
(2023:
£12,619,000) down
to nil as oil
production has
ceased here. This
therefore
resulted in the
investment in PR
Oil & Gas Nigeria
Ltd being
impaired to nil
as this company
holds the Aje
Field.
Note 24 summaries
the acquisition
of Blade Oil V,
LLC and the
return of some of
the leases back
to the seller.
This resulted in
Blade Oil V,
LLC’s remaining
lease, Altoona,
being recognised
as an exploration
and evaluation
asset under
intangible
assets. The
Directors
undertaken an
impairment
indicator
assessment in
accordance with
IFRS 6 which
requires them to
use their
judgment.
IMPAIRMENT OF
ASSOCIATES
Investments in
associates are
stated at cost,
which is the fair
value of the
consideration
paid, less any
impairment
provision. Note
12 summarises the
impairment
consideration of
the Group’s
associate OFX
Technologies,
LLC. OFX
Technologies, LLC
acts as a holding
company for
Efficient Oil
Solutions, LLC
which is a
revenue
generating
software-as-a
-service company.
The directors
completed a
valuation
exercise and
determined that
Efficient Oil
Solutions, LLC
has a minimum
valuation which
is less than the
carrying value of
the investment
recognised by the
Group. As such,
management has
impaired the
investment in OFX
Technologies, LLC
by £803,000
(2023:nil).
CONTINGENT
CONSIDERATION
Note 24 summaries
the contingent
consideration of
nil (2023:
£765,000)
recognised as
part of the
purchase price of
Blade Oil V, LLC.
The assessment of
contingent
considerations
inherently
involves the
exercise of
significant
judgment and
estimates of the
outcome of future
events. This
judgement
involves the
Directors making
assessment as to
whether an
economic outflow
relating to a
past event is
considered
probable,
possible or
remote, and the
extent to which
its outcome can
be reliably
estimated. During
the year the
remaining
contingent
consideration was
cancelled.
VALUATION OF
CONVERTIBLE LOAN
NOTE
The Group issued
a convertible
loan note in the
year ended 31
December 2023 and
was determined to
be a compound
instrument upon
initial
recognition.
Accordingly, the
CLN is split
between a
liability element
and an equity
component at the
date of issue. At
the year end, the
liability element
had a carrying
value of £803,000
(2023:
£510,000)and has
subsequently been
recognized at
amortised cost.
Management
estimated the
fair value on
initial
recognition to be
£807,000 (2023:
£520,000) using
the present value
formula and a
discount rate of
16% resulting in
a difference
compared to the
proceeds received
of £4,000 (2023:
£10,000), which
has been treated
as the equity
element of the
compound
instrument.
Finance costs of
£102,000 (2023:
£70,000)has been
recognised and is
being unwound
evenly over the
period of the
loan.
DECOMMISSIONING
PROVISION
Decommissioning
costs will be
incurred by the
Group, in
accordance with
the terms of the
Joint Operating
Agreement, at the
end of the
operating life of
the production
facilities
associated with
the Group’s
interest in OML
113. The Group
assesses its
retirement
obligation at
each reporting
date. The
ultimate asset
retirement costs
are uncertain and
cost estimates
can vary in
response to many
factors,
including changes
to relevant legal
requirements, the
emergence of new
restoration
techniques or
experience at
other production
sites. The
expected timing,
extent and amount
of expenditure
can also change,
for example in
response to
changes in
reserves or
changes in laws
and regulations
or their
interpretation.
Therefore,
significant
estimates and
assumptions are
made in
determining the
provision for
asset retirement
obligation. As a
result, there
could be
significant
adjustments to
the provisions
established which
would affect
future financial
results. The
provision at
reporting date
represents
management’s best
estimate of the
present value of
the future asset
retirement costs
required using an
annual discount
rate of 2.67%
(2023:2%). The
provision during
the year
decreased by
£2,345,000 as a
result of a
change to the
cost estimates
(2023: £316,000).
SHARE BASED
PAYMENTS
The Group has
made awards of
options and
warrants over its
unissued share
capital to
certain
Directors,
employees and
professional
advisers as part
of their
remuneration.
The fair value of
options and
warrants are
determined by
reference to the
fair value of the
options and
warrants granted,
excluding the
impact of any non
-market vesting
conditions. In
accordance with
IFRS 2 `Share
Based Payments’,
the Group has
recognised the
fair value of
options and
warrants,
calculated using
the Black-Scholes
option pricing
model. The
Directors apply
this model on the
basis that there
are considered to
be no performance
obligations
included within
these issued
options. The
share based
payment charge
for the year was
£23,000 (2023:
£33,211). The
Directors have
made assumptions
particularly
regarding the
volatility of the
share price at
the grant date in
order to reach a
fair value.
Further
information is
disclosed in Note
21.
GOING CONCERN
See note 2, Going
Concern
accounting
policy.
REVENUE
RECOGNITION
Sales
represent
amounts
received and
receivable
from third
parties for
goods rendered
to the
customers and
distributions
from connected
parties. The
Group follows
the five step
process set
out in IFRS 15
for revenue
recognition.
Oil sales
Sales are
recognised
when control
of the goods
has
transferred to
the customer.
Revenue is
derived from
the production
of oil and/or
natural gas
from wells in
which Vega Oil
and Gas, LLC
owns interest.
Production of
crude oil or
natural gas
typically
results from
fluids and/or
gas coming to
the surface as
a result of
natural
pressure in
the well bore
driving
production to
the surface
and/or use of
pumps to lift
the production
to the surface
and is then
separated as
either oil or
gas. After
separation,
the oil will
be stored in
tanks on
locations from
which a crude
oil purchaser
will be
contracted to
purchase and
pick up oil
directly from
the tanks with
a «run ticket»
issued to the
well operator
documenting
the quantity
of oil that is
transferred to
the oil
purchaser.
Natural gas
production
will be
transferred to
a pipeline
with
quantities
attributable
to the Company
metered at the
point in which
it transfers
into a
pipeline owned
by a natural
gas purchaser.
Upon transfer
to the truck
or pipeline
owned by the
purchaser, the
performance
obligation is
satisfied,
full title and
risk
associated
with the
commodity
changes and
the Company is
entitled to
payment based
on prevailing
commodity
prices.
Revenue is
measured as
the amount of
consideration
which the
Group expects
to receive,
based on the
market price
for oil after
deduction of
applicable
costs and
sales taxes.
During the
year the
revenue
recognised in
relation to
oil sales
totalled
£94,000 (2023:
£nil).
Payments are
typically
received
around 20 days
from the end
of the month
during which
delivery has
occurred.
There are no
balances of
accrued or
deferred
revenue at the
balance sheet
date.
Oil
reclamation
distributions
ADM US has a
42.0% economic
interest in
the
distributions
of its
investment JKT
Reclamation
until it has
received
US$356,250.00
and 30.6%
thereafter.
Under the
terms of the
agreement with
JKT
Reclamation,
ADM US is
entitled to
recognise its
share of the
distribution
at the point
in which the
distribution
is approved by
the Board of
JKT
Reclamation.
This would be
after all of
JKT
Reclamation’s
operating
expenses and
planned future
capital
expenditures
are provided
for from
revenue and/or
financing
sources
available to
JKT
Reclamation.
TAXATION
UK taxes
Current income
tax assets
and/or
liabilities
comprise those
obligations
to, or claims
from, fiscal
authorities
relating to
the current or
prior
reporting
period, that
are unpaid at
the statement
of financial
position date.
They are
calculated
according to
the tax rates
and tax laws
applicable to
the fiscal
periods to
which they
relate, based
on the taxable
result for the
year. All
changes to
current tax
assets or
liabilities
are recognised
as a component
of tax expense
in the income
statement.
Deferred
income taxes
are calculated
using the
liability
method on
temporary
differences.
This involves
the comparison
of the
carrying
amounts of
assets and
liabilities in
the
consolidated
financial
statements
with their
respective tax
bases.
However,
deferred tax
is not
provided on
the initial
recognition of
goodwill, nor
on the initial
recognition of
an asset or
liability,
unless the
related
transaction is
a business
combination or
affects tax or
accounting
profit. In
addition, tax
losses
available to
be carried
forward as
well as other
income tax
credits to the
Group are
assessed for
recognition as
deferred tax
assets.
Deferred
income taxes
are calculated
using the
liability
method on
temporary
differences.
This involves
the comparison
of the
carrying
amounts of
assets and
liabilities in
the
consolidated
financial
statements
with their
respective tax
bases.
However,
deferred tax
is not
provided on
the initial
recognition of
goodwill, nor
on the initial
recognition of
an asset or
liability,
unless the
related
transaction is
a business
combination or
affects tax or
accounting
profit. In
addition, tax
losses
available to
be carried
forward as
well as other
income tax
credits to the
Group are
assessed for
recognition as
deferred tax
assets.
Deferred tax
liabilities
are always
provided for
in full.
Deferred tax
assets are
recognised to
the extent
that it is
probable that
they will be
able to be
offset against
future taxable
income.
Deferred tax
assets and
liabilities
are
calculated,
without
discounting,
at tax rates
that are
expected to
apply to their
respective
period of
realisation,
provided they
are enacted or
substantively
enacted at the
statement of
financial
position date.
Most changes
in deferred
tax assets or
liabilities
are recognised
as a component
of tax expense
in the income
statement.
Only changes
in deferred
tax assets or
liabilities
that relate to
a change in
value of
assets or
liabilities
that is
charged
directly to
equity are
charged or
credited
directly to
equity.
Nigerian taxes
The Company’s
subsidiary, P
R Oil & Gas
Nigeria Ltd
operates
offshore
Nigeria and is
subject to the
tax
regulations of
that country.
Current income
tax assets and
liabilities
for current
period are
measured at
the amount
expected to be
recovered from
or paid to the
taxation
authorities.
The tax rates
and tax laws
are those that
are enacted or
substantially
enacted at the
reporting
date. The
Company
engaged in
exploration
and production
of crude oil
(upstream
activity).
Therefore, its
profits are
taxable under
the Petroleum
Profit Tax
Act.
US taxes
The Company’s
subsidiaries
based in the
US are subject
to the tax
regulations of
that country.
Current income
tax assets and
liabilities
for current
period are
measured at
the amount
expected to be
recovered from
or paid to the
taxation
authorities.
The tax rates
and tax laws
are those that
are enacted or
substantially
enacted at the
reporting
date. The
Company
engaged in
exploration
and production
of crude oil
(upstream
activity).
Therefore, its
profits are
taxable under
the relevant
federal tax
codes of the
Internal
Revenue
Service as
well as under
the relevant
state tax
codes.
IMPAIRMENT OF
PROPERTY,
PLANT AND
EQUIPMENT
ASSETS
(DEVELOPED OIL
AND GAS
ASSETS)
Proven oil and
gas properties
are reviewed
annually for
impairment
whenever
events or
changes in
circumstances
indicate that
the carrying
amount may not
be
recoverable.
An impairment
loss is
recognised for
the amount by
which the
asset’s
carrying
amount exceeds
its
recoverable
amount. The
carrying value
is compared
against the
expected
recoverable
amount of the
asset,
generally by
net present
value of the
future net
cash flows,
expected to be
derived from
production of
commercial
reserves or
consideration
expected to be
achieved
through the
sale of its
interest in an
arms-length
transaction,
less any
associated
costs to sell.
The cash
generating
unit applied
for impairment
test purposes
is generally
the field and
the Group’s
interest in
its underlying
assets, except
that a number
of field
interests may
be grouped
together where
there are
common
facilities.
FINANCIAL
ASSETS
Financial
assets are
recognised in
the Group’s
statement of
financial
position when
the Group
becomes a
party to the
contractual
provisions of
the
instrument.
The Group’s
financial
assets are
classified
into the
following
specific
categories:
`Investments
measured at
fair value
through profit
and loss,
`investments
held for
trading’, and
`loans and
receivables’.
The
classification
depends on the
nature and
purpose of the
financial
assets and is
determined at
the time of
initial
recognition.
All Trade
receivables,
loans, and
other
receivables
that have
fixed or
determinable
payments that
are not quoted
in an active
market are
classified as
`loans and
receivables’.
Loans and
receivables
are measured
at amortised
cost using the
effective
interest
method, less
any
impairment.
Interest
income is
recognised by
applying the
effective
interest rate,
except for
short-term
receivables
when the
recognition of
interest would
be immaterial.
INVESTEMENTS IN
ASSOCIATES
The Group accounts
for investments in
associates in
accordance withIAS
28. An associate is
an entity over which
the Group has
significant influence
but does not have
control or joint
control, typically
evidenced by holding
between 20% and 50%
of the voting power
of the investee.
Investments in
associates are
initially recognised
at cost.
Subsequently, the
carrying amount is
adjusted to recognise
the Group’s share of
the associate’s post
-acquisition profits
or losses, and other
comprehensive income.
The carrying amount
of investments in
associates is tested
for impairment
whenever there is an
indication that the
investment may be
impaired. Impairment
losses are recognised
in the statement of
profit and loss.
INVENTORY
Inventory comprises
stock of unsold oil
in storage and is
valued at the lower
of cost and net
realisable value.
BASIS OF
CONSOLIDATION
The consolidated
financial statements
present the results
of ADM Energy plc and
its subsidiaries
(«the Group») as if
they formed a single
entity. Intercompany
transactions and
balances between
Group companies are
therefore eliminated
in full.
The consolidated
financial statements
incorporate the
results of business
combinations using
the purchase method.
In the Statement of
Financial Position,
the acquiree’s
identifiable assets,
liabilities and
contingent
liabilities are
initially recognised
at their fair values
at the acquisition
date. The results of
acquired operations
are included in the
Consolidated Income
Statement.
The company has the
following
subsidiaries which
were effectively
dormant in the
current and prior
period and are
considered to be
highly immaterial to
the Group’s financial
statements. As such
these subsidiaries
have not been
included in the
consolidated
financial statements:
· Geo Estratos MXOil,
SAPI de CV
· ADM Asset Holdings
Limited
· ADM Energy Services
Limited
· ADM 113 Limited BVI
· K.O.N.H. (UK)
Limited
· ADM 113 One Limited
JOINT OPERATIONS (OML
113 OPERATING
AGREEMENT)
The Group has a 9.2%
profit share and
12.3% cost share in
the OML 113 operating
licence. The
operating agreement
for OML 113 is a
joint arrangement,
with the fundamental
decisions requiring
unanimity between the
partners. Other
decisions require a
qualified majority
decision. As no
corporate entity
exists the agreement
cannot be considered
to meet the
definition of a joint
venture.
In relation to its
interests in the OML
113 operations, the
Group recognises:
· The fair value of
the Group’s share of
the underlying assets
of the joint
operation (classified
as intangible
assets), measured at
historical cost less
amortisation and
impairment.
· Amounts owed in
respect of the joint
operating agreement
· Revenue from the
sale of its share of
the output arising
from the joint
operation
· Expenses,
including its share
of any expenses
incurred jointly
ASSET ACQUISITIONS
(NOTE 25)
Vega Oil and Gas, LLC
On 1 June 2024, ADM
USA acquired 100% of
the equity interest
of Vega Oil and Gas,
LLC. In accordance
with IFRS 3Business
Combinations, the
Group applied the
optionalconcentration
testto assess whether
the acquired set of
activities and assets
from Vega Oil and
Gas, LLC constitutes
a business.
On acquisition, Vega
owned three wells
which had been
recognised on the
balance sheet as
‘proved properties’.
The acquisition
balance sheet
contains one
identifiable asset,
being the three
wells. Only one well
is producing, but the
other two are proved
wells and given the
assets are similar in
nature, valued
together and no other
assets exist, the
concentration test is
satisfied. As such,
the acquisition meets
the definition of an
asset acquisition and
the gross assets
acquired will be
valued equal to the
consideration of the
transaction. Gross
assets acquired
exclude cash and cash
equivalents, deferred
tax assets, and
goodwill resulting
from the effects of
deferred tax
liabilities.
SW Oklahoma
Reclamation, LLC
(«SWOK»)
On 5 April 2027, ADM
USA acquired 100.0%
of the Class A
membership of SW
Oklahoma Reclamation,
LLC. The Company owns
66.6% of the voting
rights of SWOK and
has control over SWOK
by virtue of its
shareholding. SWOK
owns 60% of JKT
Reclamation, LLC,
thus the group
indirectly owns 40%.
Whilst the underlying
business of SWOK, JKT
Reclamation, LLC,
clearly meets the
definition of a
business given that
this is revenue
generating and fully
operational, SWOK
does not. SWOK is a
holding company that
has been purchased by
ADM USA to benefit
from the
distributions of JKT
Reclamation, LLC.
Thus, the acquisition
is deemed to be an
asset acquisition, by
virtue of ADM USA
essentially
purchasing the
investment SWOK holds
in JKT Reclamation,
LLC.
The investment will
be accounted for as
an associate, in line
with ADM USA’s
indirect holding
percentage of JKT
Reclamation, LLC,
being 40%.
EQUITY INVESTMENTS
Under the equity
method, the
investment in an
associate is
initially recognised
at cost. The carrying
amount of the
investment is
adjusted to recognise
changes in the Groups
share of net assets
of the associate.
Goodwill relating to
the associate is
included in the
carrying amount of
the investments and
is not tested for
impairment
separately. The
statement of profit
or loss reflects the
Group’s share of the
results of operations
of the associate. The
aggregate of the
Group’s share of
profit or loss of an
associate is shown on
the face of the
statement of profit
or loss outside the
operating profit and
represents profit or
loss after tax.
CASH AND CASH
EQUIVALENTS
Cash and cash
equivalents comprise
cash on hand and
demand deposits,
together with other
short-term, highly
liquid investments
that are readily
convertible into
known amounts of cash
and which are subject
to an insignificant
risk of changes in
value.
EQUITY
An equity instrument
is any contract that
evidences a residual
interest in the
assets of the Company
after deducting all
of its liabilities.
Equity instruments
issued by the Company
are recorded at the
proceeds received net
of direct issue
costs.
Equity comprises the
following:
· Share capital
represents the
nominal value of
equity shares issued.
· The share premium
account represents
premiums received on
the initial issuing
of the share capital.
Any transaction costs
associated with the
issuing of shares are
deducted from share
premium, net of any
related income tax
benefits.
· Option reserve
represents the
cumulative cost of
share based payments
in respect of options
granted.
· Warrant reserve
represents the
cumulative cost of
share based payments
in respect of
warrants issued.
· Convertible loan
note reserve
represents the equity
portion of
convertible loan
notes issued.
· Currency
translation reserve
is used to recognise
foreign currency
exchange differences
arising on
translation of
functional currency
to presentation
currency.
Retained earnings
include all current
and prior period
results as disclosed
in the statement of
comprehensive income.
FINANCIAL LIABILITIES
Financial liabilities
are recognised in the
Group’s statement of
financial position
when the Group
becomes a party to
the contractual
provisions of the
instrument. All
interest related
charges are
recognised as an
expense in finance
cost in the income
statement using the
effective interest
rate method.
The Group’s financial
liabilities comprise
trade and other
payables.
Trade payables are
recognised initially
at their fair value
and subsequently
measured at amortised
cost less settlement
payments.
DECOMMISSIONING
LIABILITY
A decommissioning
liability is
recognised when the
Group has a present
legal or constructive
obligation as a
result of past
events, and it is
probable that an
outflow of resources
will be required to
settle the
obligation, and a
reliable estimate of
the amount of
obligation can be
made. A corresponding
amount equivalent to
the obligation is
also recognised as
part of the cost of
the related
production plant and
equipment. The amount
recognised is the
estimated cost of
decommissioning,
discounted to its
present value, using
a discount rate of
2.67% (2023: 2%).
Changes in the
estimated timing of
decommissioning cost
estimates are dealt
with prospectively by
recording an
adjustment to the
provision, and a
corresponding
adjustment to
production plant and
equipment. The
unwinding of the
discount on the
decommissioning
provision will be
included in the
income statement.
CONTINGENT
LIABILITIES
Contingent
liabilities are
possible obligations
arising from past
events whose
existence will be
confirmed by
uncertain future
events that are not
wholly within the
control of the Group.
Contingent
liabilities also
include obligations
that are not
recognised because
their amount cannot
be measured reliably
or because settlement
is not probable.
Unless the
possibility of an
outflow of economic
resources is remote a
contingent liability
is disclosed in the
notes.
SHARE BASED PAYMENTS
Where share options are awarded, or warrants issued to employees, the fair
value of the options/warrants at the date of grant is charged to the
statement of comprehensive income over the vesting period. Non-market
vesting conditions are taken into account by adjusting the number of equity
instruments expected to vest at each reporting date so that, ultimately, the
cumulative amount recognized over the vesting period is based on the number
of options/warrants that eventually vest. As long as all other vesting
conditions are satisfied, a charge is made irrespective of whether the
market vesting conditions are satisfied. The cumulative expense is not
adjusted for failure to achieve a market vesting condition.
Where warrants or options are issued for services provided to the Group,
including financing, the fair value of the service is charged to the
statement of comprehensive income or against share premium where the
warrants or options were issued in exchange for services in connection with
share issues. Where the fair value of the services cannot be reliably
measured, the service is valued using Black Scholes valuation methodology
taking into consideration the market and non-market conditions described
above.
Where the share options are cancelled before they vest, the remaining
unvested fair value is immediately charged to the statement of comprehensive
income.
FOREIGN CURRENCIES
The Directors consider Sterling to be the currency that most faithfully
represents the economic effects of the underlying transactions, events and
conditions. The financial statements are presented in Sterling, which is
the Group’s functional and presentation currency.
Foreign currency transactions are translated into Sterling using the
exchange rates prevailing at the date of the transactions. Foreign currency
exchange gains and losses resulting from the settlement of such transactions
and from the translation of monetary assets and liabilities denominated in
foreign currencies at year end exchange rates are recognised in the income
statement. Non-monetary items that are measured at historical costs in a
foreign currency are translated at the exchange rate at the date of the
transaction. Non-monetary items that are measured at fair value in a
foreign currency are translated into the functional currency using the
exchange rates at the date when the fair value was determined.
SEGMENTAL REPORTING
A segment is a distinguishable component of the Group’s activities from
which it may earn revenues and incur expenses, whose operating results are
regularly reviewed by the Group’s chief operating decision maker to make
decisions about the allocation of resources and assessment of performance
and about which discrete financial information is available.
The chief operating decision maker reviews financial information for and
makes decisions about the Group’s investment based on geographical location.
The operations of the Group as a whole are the exploration for, development
and production of oil and gas reserves.
The two geographic reporting segments are made up as follows:
UKhead office and ADM 113 Ltd (Nigeria) and the dormant companies
USADM USA, Vega, Blade V and SWOK Oil and gas leases
Segment revenue, segment expense and segment results include transfers
between segments. Those transfers are eliminated on consolidation.
Information regarding the current year’s results for each reportable segment
is included below.
2024 UK US Elims Total
£,000s £’000s £’000s £’000s
Total revenue – 95 – 95
Cost of sales – (38) – (38)
Other operating losses (5) – – (5)
Administrative expenses (791) (45) – (836)
Decrease in 2,506 – – 2,506
decommissioning
provision
Other gains 638 6 – 644
Impairment (1,124) (238) – (1,362)
Share of loss of (114) (295) – (409)
associate
Finance costs (485) (57) – (542)
Reportable segment 625 (572) – 53
profit/(loss) before
taxation
Taxation – – – –
Reportable segment 625 (572) – 53
profit/(loss) after
taxation
Reportable segment
assets
Intangibles – 519 – 519
Property, plant and – 754 – 754
equipment
Investment in 467 – (467) –
subsidiaries
Investment in associates 232 300 – 532
Other assets 520 (157) (72) 291
Consolidated total 1,219 1,416 (539) 2,096
assets
Reportable segment
liabilities
Non-current liabilities (355) (5,360) – (5,715)
Current liabilities (3,013) (703) 72 (3,644)
Consolidated total (3,368) (6,063) 72 (9,359)
liabilities
2023 (restated) UK US Elims Total
£,000s £’000s £’000s £’000s
Total revenue – – – –
Other operating losses (210) – – (210)
Administrative expenses (1,082) (513) – (1,595)
Decrease in 188 – – 188
decommissioning
provision
Other gains 1,145 – – 1,145
Impairment (16,843) – – (16,843)
Finance costs (263) – – (263)
Reportable segment (17,065) (513) – (17,578)
profit/(loss) before
taxation
Taxation – – – –
Reportable segment (17,065) (513) – (17,578)
profit/(loss) after
taxation
Reportable segment
assets
Intangibles 841 – – 841
Investment in associates 1,085 – – 1,085
Other assets 18 – – 18
Consolidated total 1,944 – – 1,944
assets
Reportable segment
liabilities
Non-current liabilities 7,905 – – 7,905
Current liabilities 2,953 10 – 2,963
Consolidated total 10,858 10 – 10,868
liabilities
3 REVENUE
The Group has a
share in oil and
gas licences in
the USA and also
receives Oil
reclamation
distributions.
2024 2023
£’000 £’000
Revenue from 95 –
share in oil
licenses
95 –
4 OPERATING LOSS
2024 Restated 2023
£’000 £’000
Loss from continuing operations is arrived at
after charging/(crediting):
Directors’ remuneration (see note 6) 227 243
Amortisation – 57
Decrease to decommissioning provision (2,506) (188)
Impairment of intangible assets 438 16,843
Impairment of associates 924 –
Auditors’ remuneration: –
fees payable to the principal auditor for the 100 47
audit of the Group’s financial statements
5 FINANCE COSTS
2024 Restated 2023
£’000 £’000
Short term loan finance costs 378 166
Bank interest and charges 48 7
Unwinding of decommissioning provision 26 20
Interest receivable on loans given (12) –
Interest on convertible loan note 102 70
542 263
6 EMPLOYEE REMUNERATION
The expense recognised for
employee benefits for
continuing operations is
analysed below:
2024 2023
£’000 £’000
Wages and salaries (including 227 253
directors and employee
benefits)
Pensions – 19
Amounts written off as due to – (100)
directors
Social security costs – 71
227 243
Directors’ remuneration:
Wages and salaries (including 227 253
benefits)
Pensions – 19
Social security costs – 71
227 343
Further details of Directors’ remuneration are included in the Report on
Directors’ Remuneration on page 18.
Only the directors are deemed to be key management, there are no employees and
no employee remuneration. The average number of employees (including directors)
in the Group was nil (2023:6).
7 INCOME TAX EXPENSE
2024 2023
£’000 £’000
Current tax – ordinary activities – –
2024 Restated
2023
£’000 £’000
Profit / (Loss) before tax from ordinary 53 (17,578)
activities
Profit/ (Loss) before tax multiplied by rate 13 (3,340)
of corporation tax in the UK of 25% (2023:
19%)
Effect of tax rates in foreign jurisdictions 89 1,347
Expenses not deductible for tax purposes 68 2,537
Unrelieved tax losses carried forward (170) (544)
Total tax charge for the year – –
The Groups loss for (2024: profit) 2023 is
£17,578,000, and the unrecognised deferred tax
asset is £714,000 (2023: £544,000). No
deferred tax asset has been recognised in
respect of the Group’s losses as the timing of
their recoverability is uncertain.
8 EARNINGS AND NET ASSET VALUE PER SHARE
Earnings
The basic and diluted earnings per
share is calculated by dividing the
loss attributable to owners of the
Group by the weighted average number
of ordinary shares in issue during the
year.
2024 Restated 2023
£’000 £’000
Profit/(loss) attributable to owners
of the Group
– Continuing operations 53 (17,578)
Continuing and discontinued operations 53 (17,578)
2024 2023
Weighted average number of shares for 575,936,460 352,852,268
calculating basic earnings per share
2024 2023
Pence pence
Basic Earnings per share:
Loss per share from continuing and 0.01 (5.0)
total operations
Weighted average number of shares for 584,012,642 352,852,268
calculating diluted earnings per share
Effects of dilution from share options 8,076,182 –
2024 2023
Pence pence
Diluted Earnings per share:
Loss per share from continuing and 0.01 (5.0)
total operations
9 OTHER OPERATING GAINS
2024 Restated
2023
£’000 £’000
Loss on disposal of leases in Blade Oil V,LLC – (501)
Gain on the revaluation of the contingent liability from 495 –
the consideration of the Blade Oil V, LLC acquisition
Gain on reduction of OML 113 JV creditor – 1,456
Gain on settlement of OFX Holdings, LLC loan 138 65
(Increase)/ decrease to creditors (13) 125
Other gains 24 –
Total 644 1,145
10 Intangibles
GROUP
2024 Restated
2023
£’000 £’000
Altoona exploration asset 519 644
OML 113 licence – 197
At 31 December 2024 519 841
The brought
forward
assets relates
to the
Group’s 9.2%
revenue
interest (12.3%
cost
share) in the
OML 113
licence, which
includes
the Aje Field
(«Aje»)
and the further
costs of
bringing the
Aje 4 and
Aje 5 wells
into
production.
In 2023, 32.08%
share of
OML 113 was
purchased by
a third party
for a
consideration
of
$6,000,000.
This was
compared to the
carrying
value of the
Company’s
share of OML
113 of
£17,899,000 and
was
impaired down
to the
corresponding
value of
the Company’s
share of
OML133,
£4,803,000. A
further
impairment
assessment was
carried
out and Aje was
impaired
by £4,606,013.
In 2023, the
Company
purchased 100%
of the
membership
interest of
Blade Oil V,
LLC. The
lease and
goodwill from
the acquisition
has been
recognised as
an
exploration and
evaluation
asset.
Further details
around
this balance
can be
found in note
25.
Exploration and Decommissioning Development Total
evaluation asset – asset – Altoona asset – OML
Altoona
£’000 £’000 £’000 £’000
Cost
At 1 January – – 23,719 23,719
2023
Additions 160 484 – 644
Foreign – – (1,122) (1,122)
currency
exchange
translation
difference
At 31 December 160 484 22,597 23,241
2023
At 1 January 160 484 22,597 23,241
2024
Additions – – –
Altoona (44) – (44)
decommissioning
asset
Foreign – – 230 230
currency
exchange
translation
difference
At 31 December 160 440 22,827 23,427
2024
Amortisation
At 1 January – – 5,820 5,820
2023
Charge for year – – 57 57
Impairment – – 16,843 16,843
Foreign – – (320) (320)
currency
exchange
translation
difference
At 31 December – – 22,400 22,400
2023
At 1 January – – 22,400 22,400
2024
Charge for year – – – –
Impairment 81 – 202 283
Foreign – – 225 225
currency
exchange
translation
difference
At 31 December 81 – 22,827 22,908
2024
Net book value 79 440 – 519
at 31
December 2024
Net book value 160 484 197 841
at 31
December 2023
11 PROPERTY, PLANT AND EQUIPEMENT
GROUP
Acquisitions
On 1 June 2024, ADM USA acquired
100% of the equity interest of
Vega Oil and Gas, LLC. The lease
from the acquisition has been
recognised as a property, plant
and equipment asset. Further
details around this balance can be
found in note 25. The remaining
economic life of the assets is 15
years.
Developed oil Decommissioning Total
& gas assets asset
£’000 £’000 £’000
Cost
At 1 January 2023 – – –
At 1 January 2024 – – –
Additions through asset 660 132 792
acquisition of Vega Oil and Gas
LLC (note 25)
At 31 December 2024 660 132 792
Amortisation
At 1 January 2023 – – –
At 1 January 2024 – – –
Charge for year 38 – 38
At 31 December 2024 38 – 38
Net book value at 31 December 2024 622 132 754
Net book value at 31 December 2023 – – –
Property, plant and equipment
assets are depleted by applying
the units of production method.
12 INVESTMENT
IN
SUBSIDIARIES
ADM Energy
PLC
(the
Company)
together
with
its below
mentioned
subsidiaries
are the
Group.
Direct
investments
On 10 August
2016, the
Group
completed
the
agreement
for
the
acquisition
of
Jacka
Resources
Nigeria
Holdings
Limited, now
renamed ADM
113 Limited
(«ADM 113»),
a
BVI
registered
company, in
which Jacka
Resources
Limited
(«JRL») held
the single
issued
share.
ADM 113’s
sole
asset is its
wholly owned
subsidiary,
P
R Oil & Gas
Nigeria
Limited
(«PROG»), a
Nigerian
registered
company
which
holds a 9.2%
revenue
interest in
the OML 113
licence,
offshore
Nigeria,
which
includes the
Aje Field
(«Aje»),
where
oil
production
commenced in
May 2016. In
2023, the
investment
was
impaired to
nil.
In April
2021
the Group
acquired 51%
of the
equity
in K.O.N.H.
(UK) Limited
for a
nominal
fee.
On 1 May
2023,
the Group
acquired
100%
of the
equity
of Blade Oil
V, LLC for
£668,416.
Further
details can
be
found in
note
24. In 2024,
Blade V was
assessed for
impairment,
and the
carrying
value
was written
down by
£201,000.
2024 2023
£’000 £’000
Balance at 668 12,343
beginning of
period
Acquisition – 668
of
Blade V
Impairment (201) –
of
Blade V
Impairment – (12,343)
of
PROG
Balance at 467 668
end
of period
The Group’s
subsidiary
companies
are
as follows:
Name Principal Country of Proportion
activity incorporation of
ownership
and principal interest
and voting
place of rights
business
held by
the Group
ADM 113 Holding British 100% of ordinary
Limited company Virgin shares
Islands
Maples
Corporate
Services
(BVI)
Ltd
Kingston
Chambers
P.O. Box
173,
Road
Town,
Tortola
PR Oil & Oil Nigeria 100% of ordinary
Gas exploration shares
Nigeria &
Limited production
1,
Murtala
Muhammed
Drive
Ikoyi,
Lagos
K.O.N.H. Dormant 60 51% of ordinary
(UK) Gracechurch shares
Limited Street,
London,
United
Kingdom,
EC3V
0HR
Geo Dormant Mexico 100% of ordinary
Estratos shares
MXOil,
SAPI de
CV
Lago
Alberto
319, Piso
6 IZA
Punto
Col.
Granada,
Del.
Miguel
Hidalgo
CP 11520,
Ciudad de
Mexico
ADM Asset Dormant 60 100% of
Holdings Gracechurch ordinary
Limited Street, shares
London,
United
Kingdom, EC3V
0HR
ADM 113 One Dormant 60
Limited Gracechurch 100% of
Street, ordinary
London, shares
United
Kingdom, EC3V
0HR
ADM Energy Dormant 60
Services Gracechurch 100% of
Limited Street, ordinary
London, shares
United
Kingdom, EC3V
0HR
ADM Energy Dormant 4001 Shady 100% of
USA Valley Court, ordinary
Inc Arlington, shares
Texas 76013
Blade Oil V, Oil 4001 Shady 100% of
LLC exploration Valley Court, ordinary
& Arlington, shares
production Texas 76013
Vega Oil and Oil 5944 Luther 100% of
Gas LLC exploration Lane, Suite ordinary
& 400 Dallas, shares
production Texas 75255
(acquired
18 June
2024)
SW Oklahoma Oil 10300 66% of the
Reclamation, exploration Greenbriar voting
LLC & Place, rights
production Oklahoma
City, OK (acquired
73159 1 January
2024)
13 INVESTMENT IN ASSOCIATES
OFX SW Oklahoma Reclamation, LLC Total
Technologies,
LLC
£’000 £’000 £’000
Cost
At 1 January 2023 – – –
Additions 1,085 – 1,085
At 31 January 1,085 – 1,085
2023
At 1 January 2024 1,085 – 1,085
Additions 6 365 371
At 31 December 1,091 365 1,456
2024
Amortisation
At 1 January 2023 – – –
At 1 January 2024 – – –
Charge for year (924) – (924)
At 31 December (924) – (924)
2024
Net book value at 167 365 532
31 December 2024
Net book value at 1,085 – 1,085
31 December 2023
On 1 November
2023, the
Group
acquired 53%
of the equity
of OFX
Technologies,
LLC for
£1,085,000.
Of this
amount,
£860,355 was
recognised as
share
consideration
for
86,035,489
ordinary
shares of 1p
each. The
shareholding
subsequently
diluted to
46.8% and
then reduced
further
during the
year to 42.2%
and a
dilution of
£50,000 was
recognised. A
further
capital
contribution
of £120,000
was
subsequently
made.
Management
considered if
any
impairment
was required
and the
carrying
value of the
investment
was written
down by
£924,000.
By virtue of
its
shareholding,
ADM owned
42.2% of the
voting rights
of OXFT,
which reduced
from 46%
during the
year due to a
dilution in
the
investment
and 40% of
the non
-voting
right.
Therefore,
the
investment in
OFX
Technologies,
LLC has been
recognised as
an associate
using the
equity method
of
accounting.
2024 Restated 2023
£’000 £’000
Balance at beginning of 1,085 –
period
Investment in OFX 120 1,085
Technologies, LLC
Share of loss of OFX (64) –
Technologies, LLC
Dilution of investment (50) –
in OFX Technologies,
LLC
Impairment of OFX (924) –
Technologies, LLC
Balance at end of 167 1,085
period
The following
table illustrates
the summarised
financial
information OFX
Technologies, LLC
share in EOS:
2024 2023
£’000 £’000
Non current 59 59
assets
Non current (264) (264)
liabilities
Equity (205) (54)
– (89) (25)
Goodwill 1,110 1,110
Investment 120 –
Dilution of (50) –
investment in OFX
Technologies, LLC
Impairment of OFX (924)
Technologies, LLC
Carrying value of 167 1,085
investment
2024 2023
£’000 £’000
Share of loss of (151) –
associate
Total (151) –
comprehensive
income for the
year (continuing
operations)
Group’s share of (64) –
loss for the year
The Director’s
considered if the
investment
required an
impairment
assessment. OFX
Technologies, LLC
acts as a holding
company for
Efficient Oil
Solutions, LLC
which is a
revenue
generating
software-as-a
-service company.
The directors
completed a
valuation
exercise and
determined that
Efficient Oil
Solutions, LLC
has a minimum
valuation which
is less than the
carrying value of
the investment
recognised by the
Group. As such,
management has
impaired the
investment in OFX
Technologies, LLC
by £924,000
(2023:nil).
The Group’s
associate
companies are as
follows:
OFX Technologies, Holding 4001 Shady 42.2% of
LLC company Valley ordinary
Court, shares
Arlington,
Texas
76013
* Efficient Oil 4001 Shady 100% of
Oilfield exploration & Valley ordinary
Solutions, LLC production Court, shares
Arlington,
Texas
76013
* JKT Oil 2505 40% of
Reclamation, LLC exploration & Meadow ordinary
production Hills shares
Lane,
Plano, (acquired
Texas 1 January
75093 2024)
*Indirectly held
Indirect investments
On 5 April 2024, ADM USA acquired 100.0% of
the Class A membership of SW Oklahoma
Reclamation, LLC, a company established as a
joint venture with Bargo Capital, LLC to
reinitiate operations at the JKT Reclamation
facility in Wilson, Oklahoma. The acquisition
has been accounted for as an asset
acquisition. SW Oklahoma Reclamation, LLC’s
sole asset is a 60% investment in JKT
Reclamation, LLC and in turn, the Group owns
40% of this investment, therefore the Group
has recognised the investment in JKT
Reclamation, LLC as an associate in the
Consolidated Statement of Financial Position.
The Group’s share of JKT Reclamation, LLC’s
loss for the year of £295,352 has been
recognised in the loss for the year. Further
details can be found in note 26.
2024 2023
£’000 £’000
Balance at beginning of period – –
Acquisition of SW Oklahoma Reclamation, LLC 660 –
Share of loss of JKT Reclamation, LLC (295) –
(indirectly held through SW Oklahoma
Reclamation, LLC)
Balance at end of period 365 –
The following table illustrates the summarised
financial information of the Group’s
investment in in JKT Reclamation, LLC:
2024 2023
£’000 £’000
Non current assets 919 –
Non current liabilities (1,373) –
Equity (454) –
Groups share in equity (40%) (182) –
Goodwill 547 –
Carrying value 365 –
2024 2023
£’000 £’000
Revenue 224 –
Cost of sales (228) –
Administrative expenses (735) –
Total comprehensive income for the year (738) –
(continuing operations)
Group’s share of loss for the year (295) –
14 TRADE AND
OTHER
RECEIVABLES
GROUP COMPANY
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Other 13 13 13 13
receivables
Amounts due 278 – 171 –
from
associates
Intercompany – – 336 –
loan
Prepayments – 5 – 5
and accrued
income
291 18 520 18
The fair value of other receivables is considered by the Directors not to be
materially different to carrying amounts. At the date of the Statement of
Financial Position in 2024 and 2023 there were no trade receivables.
15 CASH AND CASH EQUIVALENTS
GROUP COMPANY
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Cash at bank – – – –
Cash and cash equivalents – – – –
16 TRADE AND OTHER PAYABLES
GROUP COMPANY
2024 Restated 2023 2024 Restated 2023
CURRENT PAYABLES £’000 £’000 £’000 £’000
Trade payables 968 668 968 660
Tax and social security 200 227 200 227
Other payables 21 29 30 30
Short term loan finance 858 155 250 155
Accruals 450 594 418 563
Contingent consideration – 495 – 495
2,497 2,168 1,866 2,130
NON-CURRENT PAYABLES
Amount owed in respect of 1,482 1,303 – –
OML 113 operating
agreement
Long term loan finance 839 283 355 282
2,321 1,586 355 282
Total current and non 4,818 3,754 2,221 2,412
current payables
It is expected that the amount owed in relation to the Group’s proportionate
share of costs incurred as part of the OML 113 joint operating agreement will be
offset against net revenues of the project.
The long term loan finance from Hessia Group Limited, is accruing interest at
£200 per day. The principal loan amount was £120,000 and was originally due to
be repaid by 29 August 2022. A default payment of £10,000 has been charged as
the repayment date was missed, and an additional £60,000 has been charged as a
finance fee.
The long term loan also includes a secured loan between Vega Oil and Gas LLC and
a third party. The principal loan amount is $800,000 and is charging interest at
15%. The total interest charged will be a minimum of $200,000. The loan is
secured against theVega oil and gasassets.
Various new short term loans have been entered into during the year. Only
£101,000 of these loans are accruing interest.
The remaining loans are unsecured.
The fair value of trade and other payables is considered by the Directors not to
be materially different to carrying amounts.
17 BORROWINGS
Convertible
loans
(«CLNs»)
On 25 May
2023, the
Company
issued
secured
convertible
loan notes
for up to
$1,500,000.
The loan
notes carry
an interest
rate of 15%
per annum.
Other key
terms of the
secured
convertible
loan notes
are as
follows:
· Date of
maturity of 3
years
· Repayment
in cash on
the maturity
date
·
Conversion
can take
place at any
time at 1p
per share
· 12 months
after
completion,
the loan will
convert up to
29.9% of the
Company’s
total shares
· The loan
is unsecured
During the
year £196,000
(2023:
£450,000)
proceeds were
recognised
from the
issue of the
CLN’s under
the same
terms. The
net proceeds
received from
the issue of
the CLNs have
been split
between the
liability
element and
an equity
component,
representing
the fair
value of the
embedded
option to
convert the
liability
into equity
of the Group,
as follows:
GROUP
AND
COMPANY
2024 2023
£’000 £’000
Liability 510 –
component at
1 January
Net proceeds 196 481
received from
issue of CLN
Equity (4) (41)
component
Interest 101 70
charged
Repayments – –
Liability 803 510
component at
31 December
Current 803 510
portion of
loans
Non-current – –
portion of
loans
803 510
The interest
charged for
the year is
calculated by
applying an
effective
average
interest rate
of 16% to the
liability
component for
the period
since the
loan notes
were issued.
Other
borrowings
2024 Restated 2023
£’000 £’000
Other loans 344 285
(current)
Other loans – 376
(non-current)
£344,153 (2023: £285,000) of other borrowings is non-interest bearing and its
repayment date was 15 May 2023. As this date has lapsed, interest is now
accruing at 2% per month. The loan agreement gives the Group the right to
convert the balance owed into shares at the ruling market rate at any time
during the remaining term of the loan at the discretion of the Group. The loan
is treated as a liability because while the value of equity to be issued on
conversion is fixed, the number of shares is variable, meaning it meets the
definition of a financial liability as set out by IFRS 9. The balance of other
borrowings, in 2023 of £285,000 was a loan that carried interest at 15% p.a and
is repayable in full on 31 December 2025. The balance of the loan was waived in
June 2025.
18 DECOMMISSIONING PROVISION
In accordance with the
agreements and
legislation, the
wellheads, production
assets, pipelines and
other installations may
have to be dismantled and
removed from oil and
natural gas fields when
the production has
ceased. The exact timing
of the obligations is
uncertain and depends on
the rate the reserves of
the field are depleted.
However, based on the
existing production
profile of the OML 113
licence area and the size
of the reserves, it is
expected that expenditure
on retirement is likely
to be after more than ten
years. The current basis
for the provision is a
discount rate of 2.67%
(2023: 2%), which is the
risk free rate adjusted
to remove inflation to be
a real rate.
The following table
presents a reconciliation
of the beginning and
ending aggregate amounts
of the obligations
associated with the
decommissioning of oil
and natural gas
properties
Group
2024 Restated
2023
£’000 £’000
Balance brought forward 5,943 5,627
Decrease due to changes (2,506) (188)
to cost estimates (OML
113)
Arising during the year 138 –
(Vega)
Arising during the year – 484
(Altoona)
Effect of unwinding and 23 20
changes to discount rate
Foreign currency exchange (204) –
translation difference
As at 31 December 3,394 5,943
19 CALLED UP
SHARE
CAPITAL
(GROUP AND
COMPANY)
Number of Value Number of Value Total Share
Premium
Ordinary £’000 deferred £’000 value
shares £’000
shares £’000
Issued and
fully
paid
At 1 January 297,147,530 2,972 8,222,439,370 8,222 11,194 38,090
2023
(ordinary
shares of
1p)
Shares issued 187,791,081 1,878 – – 1,878 146
At 31 484,938,611 4,850 8,222,439,370 8,222 13,072 38,236
December 2023
Shares issued 142,925,200 1,429 – – 1,429 –
(see
notes below)
At 31 627,863,811 6,279 8,222,439,370 8,222 14,501 38,236
December 2024
The deferred
shares
have
restricted
rights such
that
they have no
economic
value.
Share issues
in the
year ended 31
December 2024
On 8 April
2024,
43,200,000
ordinary
shares of 1p
each
were issued
as
consideration
for
the
investment in
SW
Oklahoma
Reclamation,
LLC for
a total of
£432,000.
On 8 April
2024,
36,450,000
ordinary
shares of 1p
each
were issued
as
settlement of
certain
outstanding
trade and
other
creditors,
for a
total of
£364,500.
On 26 June
2024,
63,275,200
ordinary
shares of 1p
each
were issued
in
exchange for
the
conversion of
outstanding
contractual
liabilities,
for a
total
conversion of
£632,752 debt
to
equity.
Share issues
in the
year ended 31
December 2023
On 25 May
2023,
15,714,667
ordinary
shares of 1p
each
were issued
at 1.2p
as
consideration
for
the
investment in
Blade Oil V,
LLC,
for a total
of
£188,576.
On 25 May
2023,
56,926,417
ordinary
shares of 1p
each
were issued
at 1.2p
in exchange
for the
conversion of
outstanding
contractual
liabilities,
for a
total
conversion of
£683,117 debt
to
equity.
On 14
November
2023,
29,114,508
ordinary
shares of 1p
each
were issued
as
settlement of
certain
outstanding
trade and
other
creditors,
for a
total of
£291,145.
On 29
November
2023,
86,035,489
ordinary
shares of 1p
each
were issued
as
consideration
for
the
investment in
OFX
Technologies,
LLC, for a
total of
£860,355.
20 OTHER RESERVES (GROUP
AND COMPANY)
Reserve for Convertible Other reserves
options/ warrants loan note
issued reserve
£’000 £’000 £’000
Balance at 31 December 943 19 962
2022
Issue of options 18 – 18
Issue of warrants 15 – 15
Convertible loan note – 10 10
equity reserve
restated
Balance at 31 December 976 29 1,005
2023 restated
Options lapsed during (14) – (14)
the year
Options vesting during 5 – 5
the year
Warrants vesting 16 – 16
during the year
Convertible loan note – 4 4
equity reserve
Balance at 31 December 983 33 1,016
2024
21 SHARE OPTIONS &
WARRANTS (GROUP
AND COMPANY)
Options and
Warrants issued
during the year
ended 31
December 2024
No new options
or warrants
were issued
during the year
ended 31
December 2024
Options issued
during the year
ended 31
December 2023
On 25 May 2023,
the Company
issued
44,374,630
share options
to Directors
and employees.
The options are
exercisable at
1.2p per share
for a period of
5 years from
the date of
issue.
Warrants issued
during the year
ended 31
December 2023
On 1 November
2023, the
Company issued
39,959,017
investor
warrants and
16,000,000
incentive
warrants. The
warrants are
exercisable at
1p per share
for a period of
3 years from
the date of
issue.
On 9 November
2023, the
Company issued
34,410,000
warrants in
respect of the
debt
restructure.
The warrants
are exercisable
at 1.5p per
share for a
period of 3
years from the
date of issue.
The fair value
of the share
options and
warrants at the
date of issue
was calculated
by reference to
the Black
-Scholes model.
The significant
inputs to the
model in
respect of the
warrants issued
in the year
were as
follows:
Issue date 25 May 1 November 9 November 26 January
2023 2023 2023 2022
Issue date 0.68p 0.5p 0.5p 1.11p
share price
Exercise price 1.2p 1p 1.5p 4.5p
per share
No. of options/ 44,374,630 55,959,017 34,410,000 15,300,000
warrants
Risk free rate 2% 2% 2% 1%
Expected 50% 50% 50% 50%
volatility
Expected life 5 years 3 years 3 years 2 years
of
option/warrant
Calculated fair 0.1968p 0.076p 0.038p 0.0144p
value per share
The share
warrants
outstanding at
31 December
2024 and their
weighted
average
exercise price
are as follows:
2024 2023
Weighted
Weighted
average average
exercise
exercise
price price
Number (pence) Number (pence)
Outstanding at 128,445,389 2.99 38,076,372 2.27
1 January
Issued – – 97,369,017 0.72
Lapsed or – – (7,000,000) –
cancelled
Outstanding at 128,445,389 2.99 128,445,389 2.99
31 December
The fair value of the share warrants recognised as part of the premium paid in
respect of the share subscriptions in 2023 was £15,586. This amount was
credited to the share warrant reserve and of this £10,175 was recognised in the
profit and loss account as these warrants were issued in exchange for credit
facility fees.
The share
options
outstanding
at 31
December 2024
and their
weighted
average
exercise
price are as
follows:
2024 2023
Weighted Weighted
average average
exercise price exercise price
Number (pence) Number (pence)
Outstanding 44,374,630 1.2 – –
at 1 January
Issued – – 44,374,630 1.2
Lapsed or (36,298,448) – – –
cancelled
Outstanding 8,076,182 1.2 44,374,630 1.2
at 31
December
22 RISK MANAGEMENT
OBJECTIVES AND
POLICIES
CAPITAL RISK
MANAGEMENT
The Group’s
objectives when
managing
capital are:
· to
safeguard the
Group’s ability
to continue as
a going
concern, so
that it
continues to
provide returns
and benefits
for
shareholders;
· to support
the Group’s
growth; and
· to provide
capital for the
purpose of
strengthening
the Group’s
risk management
capability.
The Group
actively and
regularly
reviews and
manages its
capital
structure to
ensure an
optimal capital
structure and
equity holder
returns, taking
into
consideration
the future
capital
requirements of
the Group and
capital
efficiency,
prevailing and
projected
profitability,
projected
operating cash
flows,
projected
capital
expenditures
and projected
strategic
investment
opportunities.
Management
regards total
equity as
capital and
reserves, for
capital
management
purposes.
The Group is
exposed to a
variety of
financial risks
which result
from both its
operating and
investing
activities.
The Group’s
risk management
is coordinated
by the board of
directors, and
focuses on
actively
securing the
Group’s short
to medium term
cash flows by
minimising the
exposure to
financial
markets.
Management
review the
Group’s
exposure to
currency risk,
interest rate
risk, liquidity
risk on a
regular basis
and consider
that through
this review
they manage the
exposure of the
Group on a near
term needs
basis
There is no
material
difference
between the
book value and
fair value of
the Group’s
cash.
MARKET PRICE
RISK
The Group’s
exposure to
market price
risk mainly
arises from
potential
movements in
the fair value
of its
investments.
The Group
manages this
price risk
within its long
-term
investment
strategy to
manage a
diversified
exposure to the
market. If
each of the
Group’s equity
investments
were to
experience a
rise or fall of
10% in their
fair value,
this would
result in the
Group’s net
asset value and
statement of
comprehensive
income
increasing or
decreasing by
£99,800 (2023:
£185,000).
INTEREST
RATE RISK
The Group
and Company
manage the
interest
rate risk
associated
with the
Group’s
cash assets
by ensuring
that
interest
rates are
as
favourable
as
possible,
whilst
managing
the access
the Group
requires to
the funds
for working
capital
purposes.
The Group’s
cash and
cash
equivalents
are subject
to interest
rate
exposure
due to
changes in
interest
rates.
Short-term
receivables
and
payables
are not
exposed to
interest
rate risk.
CREDIT RISK
The Group’s
financial
instruments,
which are
exposed to
credit risk,
are considered
to be mainly
loans and
receivables,
and cash and
cash
equivalents.
The credit
risk for cash
and cash
equivalents is
not considered
material since
the
counterparties
are reputable
banks. The
maximum
exposure to
credit risk
for loans and
receivables is
as set out in
the table
below, and
relates to the
financing of
the Group’s
joint venture
interests.
The Group’s
exposure to
credit risk is
limited to the
carrying
amount of the
financial
assets
recognised at
the balance
sheet date, as
summarised
below:
2024 2023
£’000 £’000
Cash and cash – –
equivalents
Loans and 13 13
receivables
13 13
LIQUIDITY RISK
Liquidity risk
is managed by
means of
ensuring
sufficient
cash and cash
equivalents
are held to
meet the
Group’s
payment
obligations
arising from
administrative
expenses. The
cash and cash
equivalents
are invested
such that the
maximum
available
interest rate
is achieved
with minimal
risk.
Liquidity risk
is managed by
means of
ensuring
sufficient
cash and cash
equivalents
are held to
meet the
Group’s
payment
obligations
arising from
administrative
expenses. The
cash and cash
equivalents
are invested
such that the
maximum
available
interest rate
is achieved
with minimal
risk. In the
current
financial year
and subsequent
to the year
end the Group
has been
carefully
managing
limited cash
flows to
ensure that
working
capital
commitments
can be met.
Crucial to
this is
additional
funding
secured to
ensure the
continued
going concern
of the Group.
Further
details of
this are
included in
the going
concern
accounting
policy on page
35.
23 FINANCIAL INSTRUMENTS
The Group uses financial
instruments, other than
derivatives, comprising
cash to provide funding
for the Group’s
operations.
FINANCIAL ASSETS AND
LIABILITIES AT AMORTISED
COST:
The IFRS 9 categories of
financial liabilities
included in the statement
of financial position and
the headings in which
they are included are as
follows:
Group Group Company Company
2024 Restated 2023 2024 Restated 2023
Financial £’000 £’000 £’000 £’000
Liabilities at
amortised cost
Trade and other 4,368 3,284 1,803 2,042
payables
Borrowings 839 793 355 793
Group Group Company Company
2024 2023 2024 2023
Financial assets at amortised cost £’000 £’000 £’000 £’000
Trade and other receivables 13 18 13 18
Amounts due from associates 278 – 171 –
Intercompany loan – – 336 –
Cash & Cash equivalents – – – –
The
following
table
details the
Group’s
remaining
contractual
maturity for
its non
-derivative
financial
liabilities
with agreed
repayment
periods.
The table
has been
drawn up
based on the
undiscounted
cash flows
of financial
liabilities
based on the
earliest
repayment
date on
which the
Group can be
required to
pay. The
table
includes
both
interest and
principal
cash flows.
To the
extent that
interest
flows are
floating
rate, the
undiscounted
amount is
derived from
the interest
rate curves
at the
balance
sheet date.
The
contractual
maturity is
based on the
earliest
date on
which the
Group may be
required to
pay.
Less 1-3 3 month 1-5 Over 5
than s
months years years
1 mont to 1
h year
£’000 £’000 £’000 £’000 £’000
2024
Interest
bearing:
Trade and – – 101 838 –
other
payables
Borrowings – – 803 344 –
Non-interest
bearing:
Borrowings – – – – –
Trade and – – 2,394 1,482 –
other
payables
2023
Interest
bearing:
Trade and – – 115 282
other
payables
Borrowings – – 510 284 –
Non-interest
bearing:
Borrowings – 376
Trade and – – 2,052 1,303 –
other
payables
As at 31 December 2024 the Group had net debt (defined as cash less borrowings)
of £2,067,000 (2023: net debt of £795,000). The movement arose from cash flows.
24 Contingent LIABILITIES (GROUP)
OML 113 joint agreement
The Group recognises a liability in respect of its participation in the
OML 113 Joint Operating Agreement. The liability disclosed in these
accounts is based on a reconciliation of the amounts owed under the
operating agreemententered into by the Group and other participators in
the OML 113 operation. The reconciliation is based on returns and
reconciliations provided by the project’s operator, which references the
Group’s share of revenue received and costs incurred.
25 ACQUISITION (GROUP)
Acquisitions in 2023
Blade Oil V, LLC
On 25 May 2023, the Company purchased 100% of the membership interest of
Blade Oil V, LLC from OFX Holdings, LLC. Blade Oil V,LLC has five on-shore
US oil leases.
The total consideration payable was £999,208. This comprised of US$235,720
(£188,576) financed via the issuance of 15,714,667 new ordinary shares at
a price of 1.2p per share, US$235,720 (£190,557) loan note issued by ADM
Energy USA, the issue of warrants over 7 million ordinary shares in the
Company and contingent deferred consideration of £618,432.
On 9 November, 2023, the Company returned all of the leases with the
exception of the Altoona lease to OFX Holdings, LLC. The total
consideration was reduced by the cancellation of US$250,000 of debt
obligations owed to OFX Holdings, LLC., the reduction of the contingent
deferred consideration of US$150,000 and the 7 million warrants were
terminated. After returning the leases, the investment in Blade Oil V, LLC
reduced by £836,047.
In accordance with IFRS 3, the Group conducted a Purchase Price Allocation
(PPA) analysis to split out separately identifiable assets from acquired
goodwill. Upon completing this analysis, the Group acknowledged a £161,926
decrease to goodwill and a corresponding uplift in exploration assets.
On 8 April 2024, the remaining contingent payment was waived, and
therefore the value of the investment reduced.
The following table summarises the consideration paid for Blade Oil V,LLC
and the fair values of the assets and equity assumed at the acquisition
date and then after the remaining leases were returned and after the
contingent consideration was waived:
£
Total proceeds from share issue 188,576
Total proceeds from loan facility 190,557
Total proceeds from warrants issue 1,643
Total proceeds from contingent liability 618,432
Less proceeds from warrants terminated (1,643)
Less reduction on loan facility (156,326)
Less reduction in total consideration due (49,366)
Less reduction in contingent liability (123,416)
Total consideration payable as at 31 December 2023 668,457
Recognised assets and liabilities acquired:
Intangible assets – Exploration asset 41,900
Altoona lease 121,261
Other leases 505,296
Decommissioning asset 484,000
Decommissioning provision (484,000)
Total identifiable net assets 668,457
Goodwill as at 31 December 2023 –
Acquisitions in 2024
Vega Oil and Gas, LLC («Vega»)
On 1 June 2024, ADM USA acquired 100% of the equity interest of Vega Oil
and Gas, LLC. No consideration was transferred to the seller in respect of
the acquisition, rather ADM USA committed an investment into Vega of
$150,000.
The acquisition has been accounted for as an asset acquisition, using the
concentration test method. The gross assets acquired have been valued
equal to the consideration of the transaction, as follows:
Gross value
£
Property, plant and equipment 660,464
Cash and cash equivalents 621
Trade & other receivables 77,803
Trade & other payables (621,085)
Decommissioning asset 132,000
Decommissioning provision (132,000)
Net assets 117,803
Consideration transferred 117,803
SW Oklahoma Reclamation, LLC («SWOK»)
On 5 April 2027, ADM USA acquired 100.0% of the Class A membership of SW
Oklahoma Reclamation, LLC. The Company owns 66.6% of the voting rights of
SWOK and has control over SWOK by virtue of its shareholding.
Consideration for the investment comprises the issue of 43,200,000 new
ordinary shares at a nominal price of 1.0p per share and a cash investment
of US$287,500. SWOK owns 60% of JKT Reclamation, LLC, thus the group
indirectly owns 40%. The investment in SWOK is recognised at the fair
value of the consideration payable:
The carrying value of the investment is determined as the percentage share
of the net assets acquired including goodwill and the subsequent loss for
the year which has been detailed in note 13.
£
43,200,000 ordinary shares at 1p each 432,000
Initial cash consideration 228,157
Total consideration 660,157
Whilst the underlying business of SWOK, JKT Reclamation, LLC, clearly
meets the definition of a business given that this is revenue generating
and fully operational, SWOK does not. SWOK is a holding company that has
been purchased by ADM USA to benefit from the distributions of JKT
Reclamation, LLC. Thus, the acquisition is deemed to be an asset
acquisition, by virtue of ADM USA essentially purchasing the investment
SWOK holds in JKT Reclamation, LLC.
The investment will be accounted for as an associate, in line with ADM
USA’s indirect holding percentage of JKT Reclamation, LLC, being 40%.
Details of the acquisition are as follows:
£
Investment recognised on acquisition 660,157
JKT Reclamation, LLC loss for the period (295,352)
Investment in associate as at 31 December 2024 364,805
The Director’s considered if the investment suffered any impairment at the
year end. SW Oklahoma Reclamation, LLC acts as a holding company for JKT
Reclamation, LLC which is a revenue generating waste oil recycling company
that receives sellable oil. Since the investment, JKT Reclamation LLC has
been sharing a portion of its excess cash with the group. Management have
forecast positive cashflows through to 2030 and have prepared a value in
use prediction which exceeds the carrying value of the investment
recognised at the year end. The calculations have been based on a cost of
capital of 15% and terminal growth rate of 0%. Management have satisfied
themselves that the investment balance should not be impaired.
26 RELATED PARTY TRANSACTIONS (GROUP)
The remuneration of the Directors, who are key management personnel of the
Group, is set out in the report on Directors’ Remuneration.
OFX Holdings, LLC
OFX Holdings, LLC is a substantial shareholder of the Company. Stefan
Olivier (resigned 21 February 2025) and Claudio Coltellini are nominee
directors for OFX Holdings, LLC.
2024
On 25 January 2024, OFX Holdings, LLC loaned $75,000 (£59,015) to the
Company.
On 8 April 2024 the contingent consideration payment of £494,975 due from
Blade Oil V, LLC to OFX Holdings, LLC was waived.
On 26 June 2024, OFX Holdings, LLC discounted and converted £270,752 of
the outstanding loan with the company to 27,075,200 ordinary shares. On
the same date, the remaining balance of £141,254 with OFX Holdings, LLC
was agreed to be waived.
2023
On 25 May 2023, the Company purchased Blade Oil V, LLC from OFX Holdings,
LLC. The details of this transaction are in note 25. On the same date, the
Company entered into a `USA loan facility’ agreement with OFX Holdings,
LLC, for $235,720 (£190,557) at 9% interest per annum. A secured
convertible loan note was issued to OFX Holdings, LLC for a total of
$250,000 (£209,410). On 9 November 2023, OFX Holdings, LLC discounted and
converted $275,000 (£226,000) of the outstanding loan with the company to
15,820,000 ordinary shares for a total of £158,200 and 7,910,000 3 year
warrants, resulting in a gain to the company of £65,024 (note 9). A
further 26,500,000 warrants of 1.5p each with an expiry date of 3 years
were issued to OFX Holdings, LLC. On 14 November 2023, the remaining loan
amounts of £352,990 outstanding with OFX Holdings, LLC was consolidated
onto one loan agreement with a 15% interest rate per annum and a maturity
date of 31 December 2025.
On 29 November 2023, the company acquired 53.1% of the economic interest
in OFX Technologies, LLC from OFX Holdings, LLC for a total consideration
of £801,553, made up 79,918,033 shares are 1p each, 39,959,017 restricted
warrants at 1p each with a 3 year term, and a further 16 million incentive
warrants at the same price and terms.
Efficient Oilfield Solutions, LLC
2024
Efficient Oilfield Solutions, LLC is a 100% owned subsidiary of OFX
Technologies, LLC. During the year, the Company loaned Efficient Oilfield
Solutions, LLC £158,366. ADM Energy USA, Inc loaned Efficient Oilfield
Solutions, LLC $25,620 (£20,439). Both of these loans are payable on
demand and do not accrue any interest.
There were no transactions with Efficient Oilfield Solutions, LLC in 2023.
Directors
2024
Lord Henry Bellingham loaned the Company £5,580 to settle the Company’s
trade payables. The balance due to Lord Henry at the year end is £66,250.
Claudio Coltellini is a director of both US Oil Consulting LLC and
Atlantic Bridge Energy. During the year US Oil Consulting LLC loaned the
Company $207,503 (£158,093) to cover the Company’s trade payables and
Atlantic Bridge Energy loaned the Company $26,213 (£20,867) to cover the
Companies trade payables. Claudio is also a Director Concepta, which the
Company owes £191,941 to at the year end. Another Company, Cantera, that
Claudio is also a Director of is due £8,564 at the year end by the
Company.
Dr Stefan Liebing is a director of Conjucta GmbH. Conjucta GmbH made a
loan of £10,000 to the Company. The loan is accruing 15% interest per
annum. The loan will be repaid at the earlier of 31 December 2025 or at
the closing and funding of a significant capital transaction. Dr Stefan’s
director fees are paid through Conjucta Gmbh. The balance due to Conjucta
Gmbh at the year end is £38,716.
Randall Connally became a director of the Company post year end. At the
year end there is an amount of £158,158 due to Ventura Energy Advisors
LLC, a company that Randall is a Director of.
2023
On 25 May 2023, the Company issued a secured convertible loan note to
Oliver Andrews, who was a director of the Company during the year, for a
total of $100,000 (£78,905). On the same date, £100,000 of ordinary shares
were issued to Oliver Andrews in exchange for his services to the Company
during the year.
On 25 May 2023, ordinary shares of 1p each were issued to Stefan Olivier
and Richard Carter as an incentive, for £50,000 to each of them.
27 ULTIMATE CONTROLLING PARTY
· The Directors do not consider there
to be a single ultimate controlling
party.
28 POST PERIOD END EVENTS
On 21st February 2025, Stefan Olivier resigned as CEO and Claudio
Coltellini was reappointed as non executive director (he resigned in
December 2024).
On 18 March 25, 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 0.1pence each. A total of 109,995,000
consideration shares were then issued toVentura Energy Advisors, LLC (a
related party of the Company) for an additional 20% Class B interest in SW
Oklahoma Reclamation, LLC. The additional 20% interest in SWOK represents
an additional 5.9% economic interest in JKT Reclamation, LLC. ADM USA
additionally acquired a further 7.8% share in JKT Reclamation, LLC.On the
same day, 240,474,000 new ordinary shares of 0.1 pence each were issued to
various of the Company’s creditors in order to settle £240,474 of its
outstanding debts.
On 25 March 2025, Randall Connally was appointed as CEO of the Company.
On 27 March 2025, the Company settled outstanding amounts of £78,000 owed
to two employees via the issue of 73,844,333 new ordinary shares of 0.001
pence. On the same day, the Company settled the arrangement fee owed to
Catalyse Capital Ltd via the issue of 30,000,000 new Ordinary Shares at
the Issue Price of 0.1 pence per new Ordinary Share.
On 1 April 2025, Altoona JV, LLC(«AJV»)became a whole owned subsidiary of
Vega Oil and Gas, LLCby assignment of the membership interest in AJV from
Atlantic Bridge Energy, Inc. («ABE»), a related party of the Company
(Company non-executive director, Claudio Coltellini is also a director of
ABE). The assignment was completed to allow VOG to better manage the
operations of the Altoona Lease in Kern County, California.
On 29 April 2025, the Company settled an outstanding debt of £20,000 owed
to a creditor via the issue of 20,000,000 new ordinary shares of 0.001
pence each. Another creditor amount of £37,697.50 was settled by the
Company on 20 May 2025, via the issue of 37,697,500 new ordinary shares of
0.001 pence.
Prior to 31December 2025, the Company formed a new wholly owned
subsidiary, Vega Energy USA, Inc, a Texas corporation («VEUSA») in
anticipation of completing a financing transaction. Prior to giving effect
to the terms of the financing (described below), the Company held
1,319,931 shares of common stock (no par value) in VEUSA.
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 Eco Oil Disposal, LLC. Pursuant to the Formation
Agreement of Eco Oil Disposal, LLC («EOD»), the Company holds a 60% voting
and equity interest in EOD. Until EOD has made distributions to VEUSA
equal to (i) 100% of VEUSA’s capital contributions; and (ii) a 12%
preferred return thereon, VEUSA will receive 80% of the profit
distributions of EOD. Mr. Freddy Nixon, the CEO of EOD, and Mr. Kenny
Bounds each hold a 20% voting and equity interest in EOD. EOD further
acquired 100% of the membership interest of JKT Wilson, LLC from JKT
Reclamation, LLC in a transaction valued at US$868,000 (the «Purchase
Price»). Consideration for the Purchase Price comprised:
A. US$180,000 in cash funded by VEUSA from the VEUSA Financing (see
below).
B. US$400,000 via issuance (at the earliest date permissible) of
296,296,296 ordinary shares of ADM Energy PLC at a nominal share price of
0.1p per share (with an effective exchange rate of US$1.35 per GBP1.00).
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.
C. The assumption by EOD of US$228,000 of indebtedness of JKT
Reclamation, LLC.
VEUSA will be credited with a total capital contribution to EOD of
US$580,000 and will therefore be entitled to receive 80% of distributable
profits until this amount – and a 12% preferred return on investment – are
paid to VEUSA by EOD.
VEUSA will also be paid a one-time US$50,000.00 Funding Fee by EOD and
will earn a US$15,000 per month Administrative Fee to be paid by EOD prior
to determination of distributable profits of EOD.
In January 2026 VEUSA completed a senior secured financing (the «VEUSA
Financing») with Shoreline Energies, LLC (the «Lender»). The VEUSA
Financing is structured as a 5-year, US$1 million loan with an interest
rate of 12.0% per annum. During the first year the loan is interest only
with interest payments made quarterly in arrears. Starting in the second
year the loan has even, monthly amortisation payments until maturity. The
Company is a guarantor of the VEUSA Financing and has entered into a share
pledge of the share capital of VEUSA and ADM 113 Limited (BVI), the entity
which holds the equity capital of PR Oil & Gas (Nigeria) Limited, the
owner of a12.3% cost share and 9.2% profit share in OML-113, Aje Field.
The terms of the loan include a restricted payment provision whereby VEUSA
is not permitted to make any dividend or other payments to the Company
without the express permission (at the sole discretion) of the lender.
As part of the transaction, the Lender will be paid a Funding Fee of
GBP100,000 that will be settled via the issuance of 100,000,000 ordinary
shares of the Company at a nominal share price of 0.1p and was also issued
five year warrants to purchase 1,373,806 shares of common stock of VEUSA
at an exercise price of US$0.72791 per share. If fully exercised the
Lender would own 51.0% of the outstanding shares of common stock of VEUSA.
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 Concepta
Consulting AG (the «Concepta Financing»). Pursuant to the terms of the
Concepta Financing, Concepta has funded approximately US$345,000 in
expenses, investment commitments and other payments on behalf of the
Group. Concepta will be repaid 120% of the amount funded in cash and will
receive a one-time restructuring and funding fee of GBP100,000 to be
settled in ordinary shares via issuance of 100,000,000 ordinary shares of
the Company at a nominal share price of 0.1p per share.
The Board of the Company has agreed to a Consultancy Fee of GBP100,000 to
be paid to former Executive Director, Stefan Olivier, associated with his
service in completing certain debt reprofile agreements and other services
associated with the VEUSA Financing.
The Board of the Company has further agreed to a bonus of GBP100,000 to be
paid to US Oil Consulting, LLC (owned by director, Claudio Coltellini) in
consideration for his extraordinary service to the Company. The bonus will
be paid by issuance of 100,000,000 ordinary shares at a nominal share
price of 0.1p per share.
Henry Bellingham, non-executive director of the Company has agreed to
settle GBP50,000 in accrued and unpaid fees due at year end for 50,000,000
ordinary shares and certain employees of ADM Energy USA, Inc. have agreed
to accept 30,000,000 ordinary shares in lieu of accrued and unpaid salary
obligations.
Finally, the Board has awarded executive director, Randall J. Connally,
152,769,124 ordinary shares in lieu of cash compensation for the year
-ending 31 December 2025.
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.
This information was brought to you by Cision http://news.cision.com

Comparto con muchos la visión de que la universidad, salgo contadas excepciones va muy por detrás del mundo real, con una actitud muy reactiva.
Hace años que salà de ella, aunque continúo ligado, intentando terminar otros estudios que hace tiempo comence (soy un ferviente entusiasta de estar continuamente formándome… aunque solamente sea como intención, y el estar matriculado en alguna asignatura de una 2ª carrera me ayuda en ocasiones a autoexigirme un plus adicional).
Lo penoso es que solamente mantengo relación, muy de vez en cuando, con 2 profesores. Los únicos de los que guardo un buen recuerdo. Y casualidad esta que no son profesionales de la docencia, sino profesionales de la industria privada que están en la docencia por convicción e ilusión personal. Cuánto tiene que aprender la universidad de muchas escuelas de negocios…