ADM Energy Plc - Further re: Joint Venture Agreement to Acquire Oil and Gas Assets and Issue of Warrants

ADM Energy Plc - Further re: Joint Venture Agreement to Acquire Oil and Gas Assets and Issue of Warrants

PR Newswire

LONDON, United Kingdom, June 05

5 June 2026

ADM Energy PLC

("ADM" or the "Company")

Further re: Joint Venture Agreement to Acquire Oil and Gas Assets

and Issue of Warrants

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) a natural resource investing company provides the following updates with respect to Vega Upstream JV, LLC ("Vega Upstream JV"), a joint venture company formed by Covenant Oil Group Corporation ("COG") and the Company, and the Midcon Acquisition announced on 29 April 2026.

Following the completion of the Placing announced on 1 May 2026, the Company made an additional investment of US$200,000 in Vega Upstream JV (a cumulative investment to date of US$300,000) resulting in an increase in its economic interest from 10.0% to 25%. The increased economic increase is expected to result in an increase in average monthly revenue to the Company from US$72,400 to US$96,000 per month over the next 12 months, based on the Haas' Report.

• Vega Upstream JV has entered into an amendment to the original Stock and Membership Interest Purchase Agreement dated 22 April 2026, pursuant to which the closing date has been extended to 26 June 2026. On execution of the amendment, Vega Upstream JV has made an additional deposit of US$250,000.
• Vega Upstream JV has entered into a term sheet with an institutional lender for debt finance and made a deposit of US$200,000 associated therewith to fund lender legal and due diligence costs associated therewith.
• Combined with the original deposit of US$500,000 previously announced, Vega Upstream JV has now funded a total of US$950,000 in deposits associated with the Midcon Acquisition.

Related Party Transaction

The participation of Covenant Oil and Gas, LLC a company owned and controlled by Claudio Coltellini in the joint venture Vega Upstream JV, LLC, constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules, by virtue of Claudio Coltellini being a Director of the Company. With the exception of Claudio Coltellini, the Directors of the Company, Randall Connally, Lord Henry Bellingham and Dr. Stefan Liebing consider, having consulted with its nominated adviser, Cairn Financial Advisers LLP, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Regarding the Midcon Acquisition, Executive Director, Randall J. Connally, stated:

"We continue working to complete this transformational acquisition while planning a work program we plan to implement immediately. I am increasingly excited about opportunities to increase production, lower costs and leverage the assets to create new streams of revenue and cash flow."

The Midcon Assets

1. Operated Upstream Assets

Working interest of an average of 49.4% in 28 operated natural gas, NGL and oil wells located in Custer County, Oklahoma, together with a defined portfolio of 58 horizontal drilling locations, of which approximately 72.0% are attributable to the operated assets. Comprising recent net production of c. 3.2 mmcfe/d (533 BOE/d) and approximately 58% of revenue from crude oil and liquids.

2. Non-Operated Upstream Assets

Working and/or overriding royalty interest of an average of 3.9% in approximately 250 non-operated natural gas, NGL and oil wells located across multiple counties in Oklahoma.

3. Midstream Assets

A natural gas gathering system transporting c. 4.4 mmcf/d of natural gas produced by the Midcon Assets and eight other area producers to the sales point covering approximately four-square miles. A toll of $0.74 per Mcf together with approximately 160 acres of associated surface land supporting current and future operations.

Investment and Participation of the Company in Vega Upstream JV

ADM has funded approximately US$300,000 as a capital contribution to and will have the following asset, membership (equity) and voting interest in Vega Upstream JV:

	Capital	Asset	Membership	Voting
Member	Contribution	Interest	Interest	Interest
ADM	US$300,000	25.0%	50.0%	50.0%
Covenant Oil Group Corporation	US$900,000	75.0%	50.0%	50.0%
Total	US$1,200,000	100.0%	100.0%	100.0%

The asset interest reflects the interest of each party in the underlying Midcon Assets. The membership and voting interest reflect the interest of each party in the economics and governance of Vega Upstream JV.

Pursuant to the agreement with Vega Upstream JV, the Company has the right to increase its asset interest in Vega Upstream JV up to 35%.

Summary of Budgeted Revenue Impact to the Company

Based on the Haas report made available to the Company, ADM's increased 25.0% asset interest in the Midcon Assets ⁽¹⁾ , the ASA and ownership of Vega Upstream JV, the directors of the Company are budgeting approximately US$96,000 per month in revenue from its interest in the Midcon Assets and Vega Upstream JV over the next twelve months (based on prevailing commodity prices ⁽²⁾ ):

	As Structured
Source of Revenue:	Interest	Revenue
Midcon Assets	25%	$49,740
Vega Upstream JV (3)	50%	$36,000
Acquisition Fee Payments	100%	$10,000
Total (4)	---	$95,740

1. Assuming exercise by Electric Guitar PLC ("ELEG") of the ELEG Option described in more detail in the RNS of 29 April 2026.
2. Based on (i) WTI Crude Oil Prices of $78.14 per barrel and (ii) natural gas prices of $3.42 per mcf.
3. Includes terms of Administrative Services Agreement and proportionate share of profits expected from ownership of regulatory operator.
4. The above does not include any revenue that Eco Oil may earn from the provision of services to Vega Upstream JV associated with the operation of the Midcon Assets.

Issue of Warrants

Further to the fundraise announced on 1 May 2026, and pursuant to the terms of a warrant instrument dated June 2021 (the "Instrument"), the Company has cancelled 150,000,000 warrants over ordinary shares in the Company, each with an exercise price of 0.1 pence per ordinary share ("Old Warrants"), and has subsequently issued 375,000,000 new warrants over ordinary shares in the Company, each with an exercise price of 0.02 pence per ordinary share ("New Warrants"), to a certain existing shareholder of the Company.

The New Warrants have been issued in replacement for, and conditional upon the cancellation of, the Old Warrants. Accordingly, the Old Warrants can no longer be exercised.

The New Warrants have the same exercise period as the Old Warrants and will expire on 31 August 2031. Save for the number of warrants and exercise price, the New Warrants are issued on substantially the same terms as the Old Warrants.

If exercised in full, the New Warrants would result in the issue of 375,000,000 new ordinary shares, representing approximately 7.80 per cent. of the Company's existing issued ordinary share capital and approximately 7.24 per cent. of the Company's enlarged issued ordinary share capital, and would provide the Company with gross proceeds of £75,000.

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	[phone]
Randall Connally, Executive Director
www.admenergyplc.com
Cairn Financial Advisers LLP	[phone]
(Nominated Adviser)
Jo Turner, Liam Murray
Capital Plus Partners Limited (Broker) Jonathan Critchley	[phone]

About ADM Energy PLC

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) is a natural resources investing company with investments including a 100.0% ownership interest in Vega Oil and Gas, LLC; a 60% economic interest in Eco Oil; a 42% economic interest in OFX Technologies, LLC ( www.ofxtechnologies.com ); a 10% asset interest in Vega Upstream JV, a business established to identify and coordinate investment opportunities in US onshore oil and gas assets; 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.