ADM Energy Plc - Debt Settlements and Issue of Equity

12 February 2026

ADM Energy PLC

("ADM" or the "Company")

Debt Settlements

Issue of Equity

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

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

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

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

Related Party Transactions

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

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

Admission and Total Voting Rights

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

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

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

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About ADM Energy PLC

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) is a natural resources investing company with investments including: a 100% interest in Vega Oil and Gas, LLC (“Vega”) and through Vega holds a 25% carried working interest in the Altoona Lease, California (“Altoona”); an approximate 60% economic interest in Eco Oil Disposal, LLC (“Eco Oil”) and through Eco Oil an economic interest in JKT Technologies, LLC (“JKT Technologies”) and JKT Wilson, LLC (“JKT Wilson”); a 42.2% economic interest in OFX Technologies, LLC (www.ofxtechnologies.com) and through OFXT holds 100% of Efficient Oilfield Solutions, LLC (“EOS”); and a 9.2% profit interest in the Aje Field (“Aje”), part of OML 113, which covers an area of 835km² offshore Nigeria. Aje has multiple oil, gas, and gas condensate reservoirs in the Turonian, Cenomanian and Albian sandstones with five wells drilled to date.  

Forward Looking Statements

Certain statements in this announcement are, or may be deemed to be, forward-looking statements. Forward looking statements are identified by their use of terms and phrases such as "believe", "could", "should", "envisage'', "estimate", "intend", "may", "plan", "potentially", "expect", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.