December 20, 2021 | Posted by

Dear shareholder

We have requisitioned a GM to remove Osamede Okhomina, Oliver Andrews and Richard Carter as directors of ADM Energy Plc for multitude reasons. As the 2nd largest shareholder and a debt provider to the company we have not taken this step lightly. Through long experience in the AIM small cap arena we believe ADM Energy is destined to go the way of the other companies where we have been sadly forced to take action. These companies were Widecells, Mayan Energy, Anglo African Oil & Gas, Iconic Labs & 8Peaks – a quick glance at ALL of these tells the woeful story of what happened next – wipeout and/or de-listing for shareholders when our resolutions and plans were defeated.

During the last 18 months we estimate that ADM Energy has spent circa £3m of shareholders money whilst the BoD has presided over a near 90% share price fall in the last 12 months – this during a period when the oil price has been resurgent. We believe ADM to be amongst the worst performing small/microcap oil stocks in the UK and on a global basis. By any stretch the execution of their corporate mandate to create value for shareholders has been a bust.

It gets worse however – during the last 2 years, Mr Okhomina and Mr Carter have taken, we believe, approaching £800,000 out of the company. Yes, that is right, almost 50% of the present derisory market cap – see here on page (31) – We would add that this estimate does not account for peripheral “expenses” costing too and that we suspect runs to six figures. It sadly gets even worse – not only has this entirely inappropriate scale of corporate costs been approved by the Remuneration Committee but Mr Okhomina personally promised us over 12 months ago he was to cut his salary dramatically. It is our understanding that this did not happen when promised.

Aside from this mismatch with shareholders, the delivery of the fabled “3 deals a year” by the BoD has failed to be produced. Further, many will recall the infamous interview with Mr Okhomina in autumn 2020 when he, quite incredibly, led shareholders to believe the stock price would be “15 pence by year end” – that looks laughable in extremis now aswell as being entirely misplaced from a corporate governance perspective to make such a statement.

We also believe that Oliver Andrews is not “independent” as a Chairman (as is the standard practice for a Plc). It is our understanding that there are deep connections between him and Mr Okhomina and Hessia/EER. To have him sat on the BoD is wholly inappropriate and he is, we believe, failing to hold Mr Okhomina’s abject failure as a CEO in delivering his promises and creating value to account.

As for the AJE field, we are now firmly of the opinion that this is just a value trap and that the net cost, as evidenced by the absence of any cash flow payment to ADM for multitude years is a black hole and red herring for shareholders to pump more money in as opposed to receiving cash flows. The first thing I would do if elected to the BoD at the GM is push for the sale of ADM’s interest in OML 113. We estimate value here to be upwards of $15m.

During the last 12 months, behind the scenes, we have actively tried to work with Mr Okhomina to ensure corporate cost cutting, aiding in rescuing a debacle of a placing in summer 2020, the appointment of Henry Bellingham to the board to provide some independent oversight and generally being a supportive shareholder. What we have learnt during the last 6 months, from the non publication of the Barracuda acquisition CPR (and that still remains under wraps), the absence of material salary cuts, leaked placing exercises that have undermined all our shareholdings aswell as other confidential matters we have taken to appropriate parties, leaves us in no doubt that the company cannot carry on in the manner that it has.

We can also reveal that on a conference call with the Mr Okhomina, Oliver Andrews and 2 other stakeholders in August this year that he – Mr Okhomina personally confirmed that there was no requirement for a placing by the year end and that further, if he did not deliver a closed corporate transaction by end 2021 that he would voluntarily resign accepting his failure in the capacity as CEO. There were multiple witnesses to this statement on the call. It is our understanding that this is another statement/promise he is to renege on and speaks to the character of the man.

For all the above reasons that are absolutely clear, it is our position that Mr Okhomina and his primary acolytes – Richard Carter and Oliver Andrews must go.

Should I be elected to the BoD I make clear that my role is intended to be on an interim basis as a Director. I will take just 1 single solitary pound as remuneration, ask for no further personal or related benefits with Align, and will bring in a capable and seasoned O&G Executive who wishes to see a stable corporate structure before attaching himself to the current mess. This is quite understandable. We also believe the company sadly requires more funding looking at its present cash burn and also some of the speculation in quarters of the media that the company is already looking for fresh cash, literally just weeks after the last discounted raise. We have personally funded a number of companies to the tune of early seven figures in recent years and are very confident that we could put together the requisite funding to stabilize the company aswell as bring in potential new O&G deal that is value accretive. This funding would not be on a discounted basis.

Finally, if appointed, I can assure all shareholders that I will carry out a root and branch investigation into the entire expenditure of the company, any related deals with EER/Hessia and quite what the background is ref promises to Karra Oil.

I make no bones about this – based on prior experience, I am 100% confident that should shareholders allow the status quo of the present BoD structure and vote against our proposed resolutions that this will result in even more destruction of the remaining scraps of shareholder value.

R Jennings