ADM Energy Plc – Half-year Report

9 February 2026

ADM Energy plc

(«ADM» or the «Company»)

Half-yearly Results

ADM Energy plc (AIM: ADME; BER and FSE: P4JC), a natural resources investing
company, announces its half-yearly results for the six months ended 30 June 2025

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

Operating Review

Capital Reorganisation, Subscription, Investment and Intended Name Change

21 March 2025.  A Capital Reorganisation and proposed name change of the
Company, previously announced on 3 March 2025 is approved at an annual general
meeting of the shareholders (the «Annual General Meeting»).  Approval of the
Capital Reorganisation allowed completion of a conditional subscription and
further investment by the Company in JKT Reclamation.

Capital Reorganisation

A Capital Reorganisation was undertaken because the share price of the Company
was trading below its nominal value, preventing the Company from raising further
capital. The Capital Reorganisation reduced the nominal value by a factor of
1000, from £0.01 (1.0 pence) to £0.00001 (0.001 pence), via a subdivision of
each of the ordinary shares in issue into one (1) New Ordinary Share of £0.00001
(0.001 pence) each and nine hundred and ninety-nine (999) Deferred Shares of
£0.00001 (0.001 pence).

Conditional Subscription

Coincident with the Capital Reorganisation, the Company raised £313,000 via a
subscription for 313,000,000 ordinary shares at a subscription price of £0.001
(0.1 pence) conversion of approximately £355,000 of creditors into 191,980,000
New Ordinary Shares at the Issue Price.

Broker Option

Conditional on the Resolutions passed at the Annual General Meeting and further
to the Conditional Subscription, the Company andNovum Securities Limited
completed a Broker Option representing in aggregate £274,000 and resulting in
the issuance of 274,000,000 ordinary shares at 0.1 pence per ordinary share.

Debt Settlements

In 1H2025, the Company settled approximately £112,498 via the issue of
111,541,833 new ordinary shares of 0.001 pence.  Additionally, the Company
settled an Arrangement Fee owed to Catalyse Capital Ltd via the issue of
30,000,000 ordinary shares at the Issue Price of 0.1 pence per ordinary share.

Proposed Name Change

A proposed name change of the Company to «Vega Energy PLC» was approved at the
Annual General Meeting.  The Company has not yet effected the proposed name
change but intends to do so in the first half of 2026.

Board Changes

21 February 2025.  Mr. Stefan Olivier stepped down as Executive Director of the
Company with immediate effect and Mr. Claudio Coltellini, who had previously
resigned as a non-executive director of the Company in December 2024 was
reappointed to the Board.

25 March 2025.  Mr Randall J. Connally was appointed to the Board of Directors
as Chief Executive Officer subject to the completion of all due diligence and
regulatory checks.

Investment Updates

Altoona Lease

15 April 2025,Atlantic Bridge Energy, Inc, which holds the remaining 30% working
interest in the Altoona Lease and which owns Altoona JV, transferred to the
Company’s wholly-owned subsidiary VOG, 100% of the equity interest of Altoona
JVfor nil consideration. VOG will assume administrative responsibility for the
development and operation of the Altoona Lease investment,effective from 1 April
2025.

On 17 April 2025, the Company announced that (i) the Board had decided to
transfer the ownership of the Lease to its 100% owned investee company Vega Oil
and Gas LLC («VOG»), as a part of an investment restructuring to better manage
the Company’s onshore U.S. oil and gas investments; and, (ii) the Company has
invested US$100,000 to buy out the underlying oil and gas lease from the
previous lease holder (the participation of the Company was previously via farm
-in). The purchase of the lease includes in-place equipment and infrastructure
including five new pump jacks and a new 150-barrel storage tank.

Further, VOG subsequently entered into an agreement with a consortium of private
investors, pursuant to which VOG was to farm-out 45% of its 70% working interest
for a US$750,000 cash investment toward the work program on the Altoona Lease
(«Farm-Out»).  The Farm-Out was subsequently terminated by mutual agreement as
the Company believed that it could secure financing and/or a partner to allow it
to retain its full working interest for benefit of the Company.

The SPI-1 well was put into production on 18 April 2025. As of 16 May 2025, the
SPI-1 well has now produced approximately 90 barrels of oil or an average of
approximately 3 barrels per day.

OFX Technologies, LLC / Efficient Oilfield Solutions, LLC

10 April 2025.  OFX Technologies LLC («OFXT») in which the Company owns a 42.2%
economic interest, and its subsidiary, Efficient Oilfield Solutions LLC («EOS»),
announced thatEOS signed a service agreement with the subsidiary of a major
independent oil and gas company, Comstock Resources, Inc. (NYSE: CRK) focused on
Haynesville Shale, as a new corporate client to its technology platform.

ADM has resolved to work with the management of OFXT to review the strategic
options available to EOS which may include a full or partial sale of the
business, in order to maximise its value for ADM shareholders.

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2025

Unaudited Unaudited Audited

6 months 6 months Year ended

ended ended 31 December

30 June 30 June 2024

2025 2024
Notes £’000 £’000 £’000

Continuing operations

Revenue – 138 95
Cost of sales (19) (16) (38)
Operating costs – (142) (5)
Administrative (609) (566) (836)
expenses
Other gains 9 – 644
Unwinding of (8) – 2,506
decommissioning
provision
Impairment – – (1,362)

Operating loss (627) (585) 1,004

Finance costs (382) (15) (542)
Share of loss of (189) – (409)
associate

Loss on ordinary (1,198) (600) 53
activities before
taxation

Taxation – – –

Loss for the period (1,198) (600) 53
Other Comprehensive
income:
Exchange translation 83 11 152
movement
Total comprehensive (1,115) (589) 205
loss for the period

Basic and diluted 3
loss per share
From continuing and (0.1)p (0.1)p 0.01p
total operations
Diluted profit/(loss)
per share:
From continuing and (0.1)p (0.1)p 0.01p
total operations

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2024

Share Share Exchange Other Retained Total
translation reserves deficit
capital premium reserve equity
£’000 £’000 £’000 £’000 £’000 £’000
At 31 13,072 38,236 79 1,005 (61,316) (8,924)
December 2023
–
Restated
Loss for the – – – – 53 53
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
Loss for the – – – – (1,198) (1,198)
year
Exchange – – 83 – – 83
translation
movement
Total – – 83 – (1,198 (1,115)
comprehensive
income /
(expense) for
the year
Issue of new 1,099 (39) – – – 1,060
shares
Issue of – – – 9 – 9
options &
warrants
At 30 June 15,600 38,197 314 1,025 (62,445) (7,309)
2025

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

Notes Unaudited Unaudited Audited

30 June 30 June 31 December

2025 2024 2024
£’000 £’000 £’000

NON-CURRENT ASSETS
Intangible assets 519 357 519
Property, plant and equipment 659 – 754
Investment in associates 4 397 2,292 532
1,575 2,649 1,805

CURRENT ASSETS
Trade and other receivables 334 34 291
Cash and cash equivalents 1 66 –
335 100 291

CURRENT LIABILITIES
Trade and other payables 2,216 2,885 2,497
Convertible loans 906 586 803
Other borrowings 373 – 344
3,495 3,471 3,644
NET CURRENT LIABILITIES (3,160) (3,371) (3,353)

NON-CURRENT LIABILITIES
Other borrowings – 478 –
Other payables 2,321 1,639 2,321
Decommissioning provision 3,403 1,640 3,394
(5,722) 3,757 5,715

NET ASSETS (7,309) (4,479) (7,263)

EQUITY
Ordinary share capital  5 15,600 14,257 14,501
Share premium 5 38,197 38,236 38,236
Other reserves 1,025 1,064 1,016
Currency translation reserve 314 19 231
Retained deficit (62,445) (58,054) (61,247)
Equity attributable to owners (7,309) (4,479) (7,263)
of the Company and total
equity

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2025

Unaudited Unaudited Audited

6 months 6 months Year
ended
ended ended
31
30 June 30 June December

2025 2024 2024
£’000 £’000 £’000

OPERATING ACTIVITIES
Loss for the period (1,198) (589) (1,793)
Adjustments for:
Finance costs 168 13 246
FX on developments (intangibles) 171  (5)
Share based payment expense 343  22
Impairment of subsidiaries/ associate –  1,281
Dilution of OFXT investment – – 50
Gains on settlement –  (141)
Depreciation and amortisation 19 41 39
Impairment of intangibles – – 202
Share of loss of associate 189  360
Unwinding of decommissioning provision 8  (2,506)
FX on decommissioning provision – 18 (204)
Operating cashflow before working capital (300) (517) (603)
changes
(Increase) in inventories 
(Increase)/decrease in receivables (37) (16) (36)
Increase/(decrease) in trade and other 235 665 (187)
payables
Net cash outflow from operating activities (102) 132 (826)
INVESTMENT ACTIVITIES
Loans to associate – – (265)
Acquisition of subsidiary – (1,702) –
Net cash outflow from investment activities – (1,702) (265)
FINANCING ACTIVITIES
Issue of ordinary share capital 225 1,180 61
Share issue costs – – –
Proceeds from convertible loan note – 159 196
Proceeds from borrowings – 487 890
Repayment of borrowings (122) (265) (56)
Net cash inflow from financing activities 103 1,561 1,091

Net increase/(decrease) in cash and cash 1 (9) –
equivalents from continuing and total
operations
Exchange translation difference – (11) –
Cash and cash equivalents at beginning of – 86 –
period
–
Cash and cash equivalents at end of period 1 66 –

NOTES TO THE HALF-YEARLY REPORT

FOR THE SIX MONTHS ENDED 30 JUNE 2025

1. BASIS OF PREPARATION

The financial information set out in this report is based on the consolidated
financial information of ADM Energy Plc and its subsidiary companies. The
financial information of the Group for the 6 months ended 30 June 2025 was
approved and authorised for issue by the Board on 5 February 2026.  The interim
results have not been audited.

The financial information set out in this half-yearly report does not constitute
statutory accounts as defined in section 434 of the Companies Act 2006.  The
group’s statutory financial statements for the period ended 31 December 2024,
prepared under International Financial Reporting Standards (IFRS), have been
filed with the Registrar of Companies.  The auditor’s report on those financial
statements was unqualified and did not contain a statement under section 498 (2)
or (3) of the Companies Act 2006.

The half-yearly financial information has been prepared in accordance with the
recognition and measurement principles of International Financial Reporting
Standards (IFRS) and on the same basis and using the same accounting policies as
used in the financial statements for the year ended 31 December 2024. The half
-yearly financial statements have not been audited or reviewed in accordance
with the International Standard on Review Engagement 2410 issued by the Auditing
Practices Board.

The Group financial information is presented in GBP and values are rounded to
the nearest thousand Pounds.

New standards and interpretations effective for the first time for periods
beginning on (or after) 1 January 2025 have been determined by management to
have no impact on these interim financial statements.

2. GOING CONCERN

The Directors have prepared the half-yearly report on a going concern basis,
which contemplates the continuity of normal business activities and the
realisation of assets and extinguishment of liabilities in the ordinary course
of business.

In assessing the appropriateness of this basis, the Directors have prepared a
cash flow forecast for the period ending 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 a 12.3% 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.

3. LOSS PER SHARE

The basic loss per share is calculated by dividing the loss attributable to
equity shareholders by the weighted average number of shares in issue.

Six months ended Six months ended Year ended

30 June 30 June 31 December

2025 2024 2024

(unaudited) (unaudited) (audited)
£’000 £’000 £’000
Weighted average number 1,242,485,888 516,517,600 575,936,460
of shares in the period
Profit/(Loss) from (1,198) (600) 53
continuing and total
operations
Basic loss per share:
From continuing and total (0.1)p (0.1)p 0.1p
operations

Weighted average number 1,242,485,888 516,517,600 584,012,642
of shares in the period
Profit/(Loss) from (1,198) (600) 53
continuing and total
operations
Diluted loss per share:
From continuing and total (1,198) (589) 0.1p
operations

4. Acquisitions

SW Oklahoma Reclamation, LLC («SWOK»)

On 5 April 2024, ADM USA acquired 100.0% of the Class A membership of SW
Oklahoma Reclamation, LLC. The Company owned 66.6% of the voting rights of SWOK
and has control over SWOK by virtue of its shareholding. Consideration for the
investment comprised 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. As at 31 December
2024, SWOK owned 60% of JKT Reclamation, LLC, thus the group indirectly owned
40%.

As at 31 December 2024, 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 was accounted for as an associate, in line with
ADM USA’s indirect holding percentage of JKT Reclamation, LLC, being 40%.

Further investment

On 18 March 2025, 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. The Group’s interest in JKT Reclamation, LLC was diluted by
2.4% during the period, as the Group indirectly owned 49.2% of JKT Reclamation,
LLC on 30 June 2025.

By virtue of the Group’s holding in JKT Reclamation, LLC of 49.2%, the Gorup
continues to account for the investment as an associate.

5. called up share capital

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 2024 627,863,811 6,279 8,222,439,370 8,222 14,501 38,236
(ordinary shares of
1p)
Shares issued (see 1,099,010,833 1,099 – – – –
notes below)
Cost of capital (39)
At 30 June 2025 1,726,874 7,378 8,222,439,370 8,222 15,600 38,197

On 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 to
Ventura Energy Advisors, LLC (a related party of the Company) for an additional
20% Class B interest in SW Oklahoma Reclamation, LLC.

–          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 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.

–          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 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.

On 20 May 2025, via the issue of 37,697,500 new ordinary shares of 0.001 pence
in settlement of a creditor.

6. EVENTS AFTER THE REPORTING DATE

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.

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