ADM Energy Plc - Investment Reorganisation, Issue of Equity and Admission

Investment Reorganisation

Increased Economic Interest in Reclamation Operations

Issue of Equity and Admission

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resource investing company, provides an update on a  reorganisation  of its interests in the JKT group of companies (“JKT Group”) resulting in an increase in its economic interest and operational control over the reclamation business located in Wilson, Oklahoma, following the announcement in respect of the financing agreement released on 30 January 2026 (“Financing Agreement”).

Background and Strategic Rationale

In January 2024, the Company made an investment in SW Oklahoma Reclamation, LLC (“SWOK”), a company which at the time owned 60 per cent. of JKT Reclamation, LLC (“JKT Reclamation”), an oil reclamation business with a 20-acre processing facility in Wilson, Oklahoma. The site has a track record of processing approximately 1,750 barrels of oil a month in recent months. On 2 October 2025, the Company announced that JKT Reclamation had entered into a future funded swap agreement with a large privately held US corporation for the forward sale of 1,200 barrels of oil a month.

The Board of the Company has been evaluating its economic interest in the reclamation facility and since its first investment in January 2024 has increased this interest from 30.6 per cent. to 41.4 per cent.

Prior to the transaction described below, the Company held its investment in the JKT Group through ADM Energy USA, Inc. (“ADM USA”), a wholly owned subsidiary of ADM, which in turn held an indirect interest in JKT Reclamation, LLC through its interest in SW Oklahoma Reclamation, LLC. Through this structure, ADM held an indirect economic interest of approximately 41.4 per cent. in the JKT operations.

Following review of the existing ownership structure, liabilities and governance arrangements, the Company has completed an investment reorganisation designed to:

• simplify the ownership structure;
• remove legacy liabilities from the Group balance sheet;
• materially increase ADM’s economic exposure to the underlying operations; and
• provide enhanced operational control and alignment with management.

New Ownership Structure

On 20 December 2025, the Company announced that its wholly owned subsidiary Vega Energy USA, Inc. (“VEUSA”) had incorporated Eco Oil Disposal, LLC (“Eco Oil”), an Oklahoma limited liability company, VEUSA holds a 60 per cent. voting and ownership interest in Eco Oil, with the remaining 40 per cent. held by management shareholders.

Eco Oil has acquired 100 per cent. of the equity membership interest in JKT Technologies, LLC (“JKT Technologies”), which in turn holds 100 per cent. of the membership interest in JKT Wilson, LLC (“JKT Wilson”), the operating entity. JKT Technologies was previously owned 100 per cent. by JKT Reclamation.

Henceforth, the trade name of the business will be referred to by the Company as Eco Oil. 

Consideration and Investment

The consideration for the acquisition of JKT Technologies is US$808,000, comprising:

• US$400,000 consideration satisfied through the issue of 296,296,296 ordinary shares of 0.001 pence each (“Ordinary Shares”) at an issue price of 0.1 pence (“Issue Price”) per Ordinary Share (the “Consideration Shares”);
• US$180,000 to be funded by VEUSA from proceeds of the Financing Agreement (announced on 30 January 2026); and
• US$228,000 by way of the assumption of certain liabilities agreed between parties.

As part of the investment reorganisation, ADM USA has released and transferred its ownership interest in SW Oklahoma Reclamation, LLC, and, by extension, its indirect interest in JKT Reclamation, LLC. The directors of the Company estimate that this results in the removal of in excess of US$1 million of legacy liabilities associated with SWOK and JKT Reclamation for which the Company may have become liable in future to meet its share of these costs. ADM USA remains a wholly owned subsidiary of the Company and continues to hold other assets and investments but will no longer hold any interest in SWOK or JKT Reclamation.

Under the Eco Oil operating agreement following the acquisition, VEUSA will be entitled to 80 per cent. of distributable profits from Eco Oil until the Company’s capital investment has been repaid and a 12 per cent. per annum preferred return on capital provided to Eco Oil including cash and the nominal value of shares issued to effect the transaction. Once fully repaid, VEUSA will be entitled to 60 per cent. of distributable profits from Eco Oil, a significant increase from the previous position. As a result of the transaction, ADM’s effective economic exposure to the JKT operations increases from approximately 41.4 per cent. to 80 per cent. during the initial payout period, before reverting to 60 per cent. economic interest.

The Board believes this materially improves the Company’s ability to oversee the performance of its investee company’s strategy and operations.

All USD values have been converted to GBP at a nominal exchange rate of US$1.35:£1.00. Terms used but not defined in this announcement have the same meaning ascribed to them as those in the Company’s announcement released on 30 January 2026.

Earn-out arrangements

In addition to the acquisition consideration, an earn-out has been agreed pursuant to which JKT Reclamation, LLC may receive future payments tied to production volumes and realised oil prices at JKT Wilson for a period of 72 months commencing 1 July 2026. The earn-out comprises both fixed and variable components linked to operational performance and commodity pricing.

Further Share Issuances

In addition to the Consideration Shares, a number of creditors, which includes Directors of the Company, intend to convert their debt into shares. Further announcements related to these issuances of these shares will be made in due course.

The Consideration Shares issued in connection with the transaction will be subject to a 12 month lock-in arrangement from the date of Admission.

Admission to AIM and Total Voting Rights

Conditional on the restoration of the Company’s shares to trading on the AIM Market (“AIM”) of the London Stock Exchange (“LSE”), application will be made for the Consideration Shares, to be admitted to trading on AIM, which is expected to occur on or around 8:00 a.m. on 12 February 2026 (“Admission”). The Consideration 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 2,085,473,440 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 ('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:

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, 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.   

About JKT Reclamation LLC

JKT Reclamation is the owner of a 20-acre facility in Wilson, Oklahoma with fixed assets including a workshop and office structure, ten 410-barrel storage tanks and other related separation and material handling equipment. In addition to the property, plant and equipment, other assets include two proprietary chemical formulae with additional potential commercial applications.

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.