ADM's strategy focuses on identifying investment opportunities that are near-term producing assets in proven oil and gas jurisdictions to enhance our investment portfolio.

Acquisition of Blade V

In May 2023, ADM invested in a portfolio of interests via the acquisition of Blade V from OFX Holdings LLC (Formerly TN Black Gold, LLC ("OFX"), a total maximum consideration of US$1,614,000.

Blade V owns a portfolio of interests in oil and gas projects, the primary focus of which is a 70.0% working interest participation in an initial three well drilling programme to target shallow oil production on the Altoona Lease located in the Midway-Sunset Oilfield, Kern County, California.

The Midway Sunset Oil Field has produced in excess of 3 billion barrels of oil since production began in 1889. It is the largest known oilfield in California and the third largest in the United States. Chevron Corporation has been operating in the San Joaquin Valley for over 100 years and its interests in the area represent its core, onshore USA assets. The Altoona Lease is a highly unique opportunity for a small company to benefit from substantial investment and de-risking of the target opportunities by a major company. Surrounded by Chevron on three sides, the project is a direct beneficiary of the infrastructure and pipelines built to service Chevron's production in the area.

In addition, the interests held by Blade V comprise:

·    100.0% working interest in the Schweitzer Lease in Graham County, Kansas where a work-over programme to restore production from two wells is currently in process.

·    50.0% fully funded working interest in a three well workover programme in Texas targeting initiation of production from three wells.

·    50.0% working interest in the Pearson, Oberlin and Moon Leases, a three well workover programme. 

·    Total gross and net leasehold acreage associated with the acquisition is 423 acres and 295.5 acres, respectively. 

·    ADM will be a non-operating financial investor in the interests.

Further information regarding the Blade V portfolio can be found in the acquisition announcement of 25 May 2023. Details of ADM's interests are as follows:

Notes:

1.    Altoona: a California licensed and bonded contract operator to be determined by OFX and ADM.

2.    Guardian Energy Operating Co., LLC is a registered Texas operator 75.0% owned by OFX. 

3.    Tex Oil, LLC is a registered Kansas operator. 

The acquisition of Blade V ties into my vision for ADM to expand our investment portfolio by bringing in quality, near term production assets with low risk and high upside that can add significant value to the Company. 

Aje Field

In July 2022, the Joint Venture development of Aje took an important step forwards when PetroNor E&P Limited ("PetroNor") announced that it had completed the purchase of 100% of Aje Interests of Panoro Energy ASA ("Panoro"). PetroNor agreed to acquire Panoro's interest in OML 113 for an upfront consideration of USD 10 million, with a contingent consideration of up to USD 16.67 million based on future gas production volumes. The completion of a purchase of interests in Aje from an established, heavyweight partner such as PetroNor demonstrates the strong value proposition posed by the asset. With the transaction completed, the next stage will be for the JV Partners to agree on the long-term field development plans for the Aje Field.

Discussions are continuing with the JV partners regarding plans to replace the current Floating Production Storage and Offloading ("FPSO") to increase gas handling capacity and support development plans to monetise the field's significant wet gas potential, which is estimated at potentially 1.2 trillion cubic feet of wet gas resources.

In August 2022, the 17th lifting at the Aje Field was carried out for a total of 94,187 barrels with a net share of 8,683 to ADM. This lifting was drawn from oil previously stored on the FPSO as there was no oil production from the Aje Field (Aje-4 and Aje-5) in 2022. As previously announced, the JV partners implemented a suspension of production at Aje to upgrade the FPSO and increase the capacity and production capability in line with the development plans.

Barracuda

ADM is currently following legal proceedings in respect of its interest in the Barracuda oil field. As announced on 13 December 2021, the Company and K.O.N.H. (UK) Ltd ("KONH") obtained an interim injunction at the Federal High Court of Nigeria, Lagos ("Court") restraining Noble Hill-Network Limited ("NHNL"), its officers, agents, privies, or person howsoever connected from selling, disposing, divesting, or tampering with the 70% shareholding interest of KONH in NHNL to third-party investors or in any other manner whatsoever. The interim injunction continues to stand.

During the period, the Company announced the result of the CPR on the Barracuda Field with a 2U (P50) case, the NPV10 is +$99mm with an IRR of 45%, assuming at least 70mmbbls STOIIP is discovered.

Following the appointment of a new CEO (and subsequent investment and focus on developing the Blade V assets) and the protracted legal proceedings and settlement discussions, the management team and Board have made the decision to write-down the investment in Barracuda for prudence.

New leadership and board changes

The Board was pleased to appoint Stefan Olivier as CEO in April 2023, replacing former CEO, Osa Okhomina. Stefan has extensive corporate broking and oil and gas experience, including as the co-founder of MX Oil plc, now ADM Energy. He played a pivotal role in securing and financing the participation of ADM in the Aje field and in securing the support of OFX prior to its initial investment in the Company.

Stefan has been on the Boards of several other public and private companies and brings years of experience of working in natural resources. He will drive forward our strategy of building a multi-asset portfolio, as evidenced in his short time here by the acquisition of Blade V.

The board was also strengthened by the addition of Claudio Coltellini as Non-executive Director. Claudio has invested in the U.S. oil and gas sector for approximately 15 years and is CEO of four private US oil and gas companies focused on investment in the states of Texas, California, Kansas and Louisiana, and well placed to share his expertise to help capitalise on the Company's acquisition of Blade V.

Financial Review

For the year ended 31 December 2022, the Group's revenue decreased by 62.2% to £0.7 million (2021 £1.8 million), reflecting the suspension of production at Aje.

Operating costs decreased by 80.5% to £0.4 million (2021 £1.9 million).

Decommissioning provision amounted to £1.6 million (2021 £1.3 million). Depreciation & amortisation expense increased by 38.3% to £0.07 million (2021: £0.05 million).

Administrative expenses decreased by 26.3% to £1.7 million (2021: £2.3 million). Finance costs increased to £0.12 million (2021 £0.06 million).

Loss after taxation decreased 16.5% to £2.1 million (2021: £2.5 million loss). The Directors do not propose a dividend (2021 £nil).

As of 31 December 2022, the Group had cash and cash equivalents of £0.025 million 31 December (2021 £0.3 million).

Funding

The Company raised a total of £1.29 million through two fundraises in 2022. In January 2022, the Company raised a total of £561,000 through a subscription with Optima Resources Limited, with funds used for general working capital expenditures. In October 2022, the Company then raised approximately £725,000 through a subscription and a loan from OFX Holdings, LLC (formerly TN Black Gold, LLC) ("OFX"). The subscription raised a total of £500,000, combined with a $250,000 loan facility.

In May 2023 the Company announced, alongside the acquisition of Blade V, that it has entered into subscription agreements to issue secured convertible loan notes ("SCLN") with an aggregate face value of up to US$1.5 million, of which US$900,000 has been subscribed for and US$600,000 remaining available for subscription. The SCLNs subscriptions have been received and no SCLNs will be issued until cash has been received. The SCLN has a three-year term, an interest rate payable-in-kind (which maybe settle with cash or non-cash payments) of 8.0% per annum and the principal together with any interest due may be converted at any time at a share price of 1.2p per share.

In addition to the subscriptions, the Company agreed with certain directors and creditors to convert outstanding contractual liabilities of £683,117 into 56,926,417 new ordinary shares in the Company at the price of 1.2p per new ordinary share.

Going Concern

At 31 December 2022, the Group recorded a loss for the year of £2.12m and had net current liabilities of £2.13m, after allowing for cash balances of £25k. In 2022 the company raised £1.29m through two fund raises.  In May 2023 the Company announced, alongside the acquisition of Blade V, that it has entered into subscription agreements to issue secured convertible loan notes ("SCLN") with an aggregate face value of up to US$1.5 million, of which US$900,000 has been subscribed for and US$600,000 remaining available for subscription. The SCLN has a three-year term, an interest rate payable-in-kind (which may be settled with cash or non-cash payments) of 8.0% per annum and the principal together with any interest due may be converted at any time at a share price of 1.2p per share. In addition to the subscriptions, the Company agreed with certain directors and creditors to convert outstanding contractual liabilities of £683,117 into 56,926,417 new ordinary shares in the Company at the price of 1.2p per new ordinary share, helping the company reduce the liabilities on the balance sheet.  Also with the change of management the focus of the company is now on finding near term producing assets so the company can start earning revenue.   In May 2023 the company announced the investment in Blade V which holds an interest across 5 different wells in USA, all with near term revenue potential.  As part of this deal, the company also has circa $251k available under its debt facility with OFX.  

The Directors have prepared cashflow forecasts for the period to June 2024 to assess whether the use of the going concern basis for the preparation of the financial statements is appropriate. In the short term, between the loan facility, potential revenue and CLN proceeds the Group does not expect to need short term funding to meet its liabilities as they fall due however the group does expect in the period that more funding might be needed.  The Directors have a reasonable expectation based on past performance and current discussions of support from stakeholders that additional finance would be available should it be needed.  Accordingly, the directors consider it reasonable to prepare the financial statements on the going concern basis.

Outlook

ADM has undergone a period of change, reflected in the recent additions to our management team and the acquisition of Blade V, that has solidified the Company's foundations.

Blade V provides ADM with an exciting portfolio of oil and gas assets including acreage in one of the largest oil fields in North America, a tier-one jurisdiction. The acquisition, and its significant potential upside, can be a gamechanger for ADM and we are excited by the opportunity ahead of us. The coming year will be an important period as we progress the well drilling programmes at Blade V and the JV partners progress with plans for Aje.

In addition to our current portfolio, we think the strength and experience of our Board and technical team places us in an ideal position to capitalise on new opportunities as they arise, particularly as recent global events this past year have underscored the vital importance of stable global oil and gas supply. The Company and the Board is confident that it can effectively leverage its knowledge and expertise across its portfolio to generate value for the Company.

Group Income Statement and Statement of Comprehensive Income

For the year ended 31 December 2022

Group and Company Statements of Financial Position

As at 31 December 2022