TIDMADME
RNS Number : 5821A
ADM Energy PLC
25 May 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
25 May 2023
ADM Energy PLC
("ADM" or the "Company")
Investment in Onshore US Oil Leases and Work Programme
Issue of and Subscription for Secured Convertible Loan Notes
Directors' dealings, Grant of Options and Related Party
Transactions
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural
resources investing company, is pleased to announce that, through a
recently formed, wholly owned U.S. subsidiary company, ADM Energy
USA, Inc., it has invested in five on-shore US oil leases by way of
a Membership Interest Purchase Agreement ("the Investment") with
OFX Holdings, LLC (formerly Tennessee Black Gold, LLC), a
substantial shareholder of the Company. The Investment has been
made by the acquisition of Blade Oil V, LLC ("Blade V"), a Texas
limited liability company established as a vehicle for the purpose
of facilitating the Investment, for a total maximum consideration
of US$1,614,000 further details of which are provided below.
The Company further announces a subscription for secured
convertible loan notes, the proceeds of which will be used to
advance the Investment and the implementation of an unapproved
share option scheme, together with a grant of options.
Investment Highlights
Blade V owns a portfolio of interests in oil and gas projects
("the Assets"), 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 interests
held by Blade V also 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.
-- Total gross and net leasehold acreage associated with the
acquisition is 423 acres and 295.5 acres, respectively.
-- An Area of Mutual Interest allowing ADM to participate, at
cost, in any additional drilling, recompletion or workover
opportunities within two miles of any boundary of the leases
included in the Investment.
-- In conjunction with the Transaction, ADM Energy USA, Inc. and
OFX have entered into a loan facility (the "USA Loan Facility")
providing for loans of up to US$750,000 to be made available to the
Company. The Consideration Loan Notes (defined below) of US$235,720
will be issued as an advance under the USA Loan Facility.
-- ADM will be a non-operating financial investor in the interests.
Further details of the portfolio of interests comprising the
Investment are as follows:
Lease/Well County, Working Interest Net Revenue Interest Operator (1)
State
------------ ------------ ----------------- --------------------- -----------------
To Be Determined
Altoona Kern, CA 70.0% 52.5% (1)
Pearson Grimes, TX 50.0% 37.5% Guardian (2)
Oberlin Upshur, TX 50.0% 37.5% Guardian (2)
Moon Upshur, TX 50.0% 37.5% Guardian (2)
Schweitzer Graham, KS 100.0% 75.0% Tex Oil, LLC(3)
(1) Notes: 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.
Midway-Sunset Oilfield, Kern County, California
The Midway-Sunset Oil Field is a large oil field in Kern County
, San Joaquin Valley , California in the United States. It is the
largest known oilfield in California and the third largest in the
United States. The field was discovered in 1894 and it is estimated
that the field has produced close to 3 billion barrels (480,000,000
m(3) ) of oil. At the end of 2008, the California Department of
Conservation estimated reserves amounted to approximately 532
million barrels (84,600,000 m(3) ), 18% of California's estimated
total.
The Altoona Lease
The Altoona Lease is a circa 20-acre lease located in a crestal
position within the Spellacy Anticline Region of the Midway-Sunset
Oilfield. Discovered in 1915, the Altoona Lease has produced less
than 1 million barrels of oil from multiple intervals primarily
between 1,000 and 1,600 feet. Chevron (USA), Inc. is actively
developing leases contiguous with and surrounding the Altoona
Lease. In March/April of 2020 Chevron (USA), Inc. drilled and
started producing the 3-8R and 3-8AR wells located approximately
250 meters from the Altoona Lease. These wells were drilled to
approximately 1,935 feet and, combined, have produced in excess of
150,000 barrels of oil from spud through the end of December 2022.
A work programme, considered exploratory by the Company, is being
planned to drill or deepen up to three wells to approximately 2,000
feet to test deeper potential, previously untested on the Altoona
Lease which may be contributing to the high level of production
realised by Chevron in the 3-8R and 3-8AR wells. ADM expects that
the operator of the Altoona work programme will commence before the
end of 2023. ADM will have a non-operated 70% working interest and
52.5% net revenue interest in the Altoona lease.
The Altoona work programme commitments are expected to be costed
at approximately US$1,500,000.
The Schweitzer Lease
The Schweitzer Lease is a 160-acre lease located in Graham
County, Kansas. Blade V owns a 100% working interest and 75% net
revenue interest in the Schweitzer Lease. The lease includes two
wells capable of being returned to production (the Schweitzer #3
and the Schweitzer #6), a salt-water disposal well and associated
production equipment.
The initial work programme will consist of:
-- Schweitzer #3: Already in progress. Pump a chemical scale
squeeze into Lansing-KC "J" and "K" intervals to inhibit the
precipitation of Barite/Celestite scale on downhole production
equipment. Return well to production via rod-beam pump.
-- Schweitzer #6: Equip well to produce via rod-beam pump in
replacement of electrical submersible pump.
The total cost of the work programme, which will be conducted by
Tex Oil LLC, is estimated at US$65,000 and will be funded by an
advance from the USA Loan Facility.
Pearson, Oberlin and Moon Leases: Three Well Workover
Programme
The Company will participate with a 50.0% working interest and
37.5% net revenue interest in a three well workover program with
Guardian Energy Operating Co., LLC ("Guardian"), a majority owned
subsidiary of OFXH. The programme will target the initiation of
production from the following wells:
Well County, State API# Operator Work Timing
Pearson 1RE Grimes, Texas 42-185-30529 Guardian May 2023
Oberlin 2 Upshur, Texas 42-459-31141 Guardian May 2023
Moon Well 1 Upshur, Texas 42-459-31438 Guardian To be determined
The three well work programme is fully funded by OFXH, the
Company's share of costs associated with its participation are
included as part of the Investment consideration and will not
require any cash investment or borrowings by the Company under the
USA Loan Facility.
Investment Consideration
The total maximum consideration for the Investment of
US$1,614,000 comprises US$478,280 to be financed via the issuance
of (1) 15,714,667 new ordinary shares at a price of 1.2p per share
("Consideration Shares"); (2) a US$235,720 loan note issued by ADM
Energy USA, Inc. (non-recourse to ADM Energy PLC) ("Consideration
Loan Notes"); (3) the issue of warrants over 7 million ordinary
shares in the Company ("the Warrants") exercisable at 2.5p per
warrant with a term of two years from Admission (defined below);
and (4) contingent deferred consideration of up to $900,000.
The contingent deferred consideration will be received on the
first 180,000 barrels of oil produced net to the interests of the
Company from the Assets. The production payment will be US$5.00 per
barrel if the realised price is greater than US$70.00 per barrel
and US$3.50 if the realised price is greater than US$50.00 per
barrel and less than US$70.00 per barrel. There will be no payment
in periods when the realised oil price is less than US$50.00 per
barrel. The production payment will be paid in arrears on a monthly
basis.
Secured Convertible Loan Note Subscription and Creditor
Conversions
Concurrent with the Investment, the Company 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 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. The purchasers of the SCLN will also be assigned
a proportionate economic interest in a 1.25% undivided over-riding
royalty interest in the Altoona Lease (further described below).
The SCLN will be secured by a pledge of and first-lien on the
shares of ADM Energy USA, Inc. held by the Company. A condition of
the subscription agreement associated with the SCLN is that the
funds raised must fully fund, and be first applied against, the
Company's net share of the costs of the Altoona work programme. Any
amount in excess of the
funds required to fund the Altoona work programme may be used by
the Company for general working capital purposes.
The following shareholders and directors of the Company have
subscribed for the SCLNs as indicated:
Hessia Group Limited, a substantial shareholder of the Company US$500,000
OFX Holdings, LLC, a substantial shareholder of the Company US$250,000
Mr. Oliver Andrews, a director of the Company US$100,000
Mr. Stefan Olivier, a director of the Company US$50,000
Total US$900,000
Signed subscription letters have been received and, upon receipt
of the cleared funds which are expected shortly, the SCLNs will be
issued.
In addition to the subscriptions noted above, the Company has
agreed with certain directors and creditors to convert outstanding
contractual liabilities of GBP683,117 into 56,926,417 new ordinary
shares in the Company ("Conversion Shares") at the same price as
the Consideration Shares being 1.2p per new ordinary share.
Conversion Shares issued to Directors of the Company, and their
respective shareholdings on Admission, are as follows:
Director Conversion value Number of Resulting Shares as percentage
(GBP) Conversion Shares to shareholding on of Enlarged Issued
be issued admission Share Capital on
Admission
Oliver Andrews 100,000 8,333,333 15,000,000 4.06%
Stefan Olivier 50,000 4,166,667 4,166,667 1.13%
Richard Carter 50,000 4,166,667 6,598,163 1.79%
Dr Stefan Liebing 19,617 1,634,750 2,290,722 0.62%
Lord Henry Bellingham 16,500 1,375,000 1,728,031 0.47%
Manuel Lamboley
(former director) 15,000 1,250,000 1,250,000 0.34%
---------------------- ---------------------- ---------------------- ---------------------
Total 251,117 20,926,417 31,033,583 8.67%
====================== ====================== ====================== =====================
Variation of Loan Facilities Agreement with OFX
Further to the announcement of 17 October 2022, OFX has provided
US$262,500 in loans to the Company (the "Equity Subscription
Loan"). In conjunction with the Investment, OFX and ADM have
formalised the "USA Loan Facility" with a total of US$235,720
advanced as part of the purchase price pursuant to the terms of the
Investment. By agreement between ADM and OFX, the Equity
Subscription Loan will be refinanced by the USA Loan Facility
resulting in a total of US$498,220 outstanding under the USA Loan
Facility with US$251,780 remaining available for use. Following
this variation, ADM Energy plc will not directly have any
outstanding loans due to OFX.
Key terms of the USA Loan Facility include:
1. Loans of up to US$750,000 with additional advances subject to
mutual agreement between the Company and OFX.
2. The USA Loan Facility is not secured nor is the Company a
guarantor of borrowings by ADM Energy USA, Inc.
3. Maturity date of 30 June 2025 ("Maturity Date").
4. Interest rate of 9.0% per annum with quarterly payments of
interest to commence in April 2024.
5. OFX may offset amounts due to it pursuant to the USA Loan
Facility against any amounts that would be due to the Company
should OFX exercise warrants held by it over ordinary shares in the
Company prior to the Maturity Date.
Grant of Options
The Company also announces that it has adopted an unapproved
share option scheme ("Scheme") and made a grant of options to
certain directors and employees. The purpose of the Scheme is to
incentivise management performance for the benefit of all
shareholders by way of options which are subject to vesting
conditions.
The terms of the Scheme provide that the Company can award
options over a maximum of 12 per cent. of the Company's issued
share capital, from time to time.
Vesting criteria for options granted under the Scheme are as
follows:
Amount Vesting Price Vesting Conditions
50 per cent. ("Tranche One") 1.2p On the business day following the second anniversary of the date of grant
50 per cent. ("Tranche Two") 2.4p On the business day following the third anniversary of the date of grant
Vesting conditions may be varied or waived provided that any
varied vesting condition shall be a fairer measure of performance,
as judged at the time, and no more difficult to satisfy than the
original vesting condition. The Scheme provides good leaver
provisions and other standard terms normally associated with such a
scheme.
The Company has granted the following options under the
Scheme:
Director Number of Options granted as Shareholding on Shareholding on
Options granted percentage of Enlarged Admission Admission as a
Issued Share Capital percentage of Enlarged
on Admission issued share capital
on Admission
Stefan Olivier 21,299,823 5.76% 4,166,667 1.13%
Richard Carter 10,649,911 2.88% 6,598,163 1.78%
Oliver Andrews 4,348,714 1.18%2.88% 15,000,000 4.06%
Lord Henry Bellingham 4,348,714 1.18% 1,728,031 0.47%
Dr Stefan Liebing 3,194,973 0.86% 2,290,722 0.62%
Total 43,842,135 11.86% 29,783,583 8.05%
----------------- ----------------------- ------------------------ -----------------------
In addition to the awards to directors of the Company above, the
Company has also issued 532,495 options over ordinary shares,
representing 0.14% of the enlarged issued share capital on
Admission to an employee. The total award of options represents
12.0% of the enlarged issued share capital on Admission.
Admission to AIM and Total Voting Rights
Application has been made for the Consideration Shares and the
Conversion Shares (together, "New Ordinary Shares"), which total
72,641,084 new ordinary shares and which will rank pari passu with
the Company's existing ordinary shares, to be admitted to trading
on AIM ("Admission"). It is expected that Admission of the New
Ordinary Shares will become effective and that dealings will
commence at 08.00 am on or around 1 June 2023.
Following Admission, the Company's enlarged issued share capital
("Enlarged Issued Share Capital") will comprise 369,788,614
ordinary shares of GBP0.01 each with voting rights in the Company.
This figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in the
interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.
Following issuance of the Consideration Shares, OFX will hold
57,381,334 ordinary shares of ADM Energy plc representing 15.58% of
the Enlarged Issued Share Capital of Company on Admission.
Related Party Transactions
Entering into the agreements for the Investment and the
variation of the existing loan arrangements with OFX, a substantial
shareholder of the Company, constitute related party transactions
for the purposes of AIM Rule 13. It was noted that Stefan Olivier
and Claudio Coltellini, whilst nominee directors for OFX, are not
related parties for the purpose of these transactions. The
Company's Directors consider, having consulted with the Company's
nominated adviser, Cairn Financial Advisers LLP, that the terms of
the transactions are fair and reasonable insofar as the Company's
shareholders are concerned.
Further, the subscriptions for the SCLN by Hessia and OFX, as
substantial shareholders, and Oliver Andrews and Stefan Olivier, as
Directors, constitute related party transactions for the purposes
of AIM Rule 13. With the exception of Oliver Andrews and Stefan
Olivier, the Company's Directors consider, having consulted with
the Company's nominated adviser, Cairn Financial Advisers LLP, that
the terms of the transactions are fair and reasonable insofar as
the Company's shareholders are concerned.
In addition, the agreement between the Company and certain
directors (including a former director) to convert outstanding
liabilities into Conversion Shares constitutes a related party
transaction pursuant to AIM Rule 13. With the exception of Oliver
Andrews and Stefan Olivier, the Company's Directors consider,
having consulted with the Company's nominated adviser, Cairn
Financial Advisers LLP, that the terms of the transaction are fair
and reasonable insofar as the Company's shareholders are
concerned.
Commenting on the Acquisition and SCLN Issuance
Stefan Olivier said, "I am excited about the Altoona acquisition
and support for ADM shown by our large shareholders and Board in
subscribing for the SCLN on agreed terms. I look forward to
updating the market in due course regarding our development plans
and timing for initiation of the drill programme on the Altoona
lease."
Enquiries:
ADM Energy plc +44 20 7459 4718
Oliver Andrews, Chairman
www.admenergyplc.com
Cairn Financial Advisers LLP +44 20 7213 0880
(Nominated Adviser)
Jo Turner, James Caithie
Hybridan LLP +44 20 3764 2341
(Broker)
Claire Louise Noyce
ODDO BHF Corporates & Markets AG +49 69 920540
(Designated Sponsor)
Michael B. Thiriot
Gracechurch Group +44 20 4582 3500
(Financial PR)
Harry Chathli, Alexis Gore, Henry Gamble
About ADM Energy PLC
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) is a natural
resources investing company with an existing asset base in Nigeria.
ADM Energy holds a 9.2% profit interest in the oil producing Aje
Field, part of OML 113, which covers an area of 835km(2) offshore
Nigeria. Aje has multiple oil, gas, and gas condensate reservoirs
in the Turonian, Cenomanian and Albian sandstones with five wells
drilled to date.
ADM Energy is committed to maximizing long-term value from its
existing asset base in Nigeria while targeting other investment
opportunities in the oil and gas sector with attractive risk reward
profiles such as proven nature of reserves, level of historic
investment, established infrastructure and route to early cash
flow.
About OFX HOLDINGS LLC
OFX Holdings, LLC was founded as TN Black Gold LLC, a Florida
corporation. It is registered to do business in the U.S. state of
Texas as OFX Holdings, LLC and is completing a name change in
Florida to OFX Holdings, LLC.
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.
Market Abuse Regulation (MAR) Disclosure
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities / person closely associated
with them.
Details of the person discharging managerial responsibilities/person
1. closely associated
a) Name Stefan Olivier
Richard Carter
Oliver Andrews
Lord Henry Bellingham
Dr Stefan Liebing
------------------------------- -----------------------------------------------------------------------------
Reason for the notification
2.
--------------------------------------------------------------------------------------------------------------
a) Position/status Stefan Olivier CEO
Richard Carter COO
--------------
Oliver Andrews Chairman
--------------
Lord Henry Bellingham Non-executive
Director
--------------
Dr Stefan Liebing Non-executive
Director
--------------
------------------------------- -----------------------------------------------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- -----------------------------------------------------------------------------
Details of the issuer, emission allowance market participant,
3. auction platform, auctioneer, or auction monitor
--------------------------------------------------------------------------------------------------------------
a) Name ADM Energy plc
------------------------------- -----------------------------------------------------------------------------
b) LEI 213800DY7G8EEJCCOL47
------------------------------- -----------------------------------------------------------------------------
Details of the transaction(s): section to be repeated for (i)
4. each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been
conducted
--------------------------------------------------------------------------------------------------------------
a) Description of the financial Ordinary Shares of 1 pence each
instrument
GB00BJFDXW97
Identification code
------------------------------- -----------------------------------------------------------------------------
b) Nature of the transactions Grant of options over ordinary shares
------------------------------- -----------------------------------------------------------------------------
c) Price(s) and volume(s) Name Price Volume
1.2p
Stefan Olivier 2.4p 21,299,824
------- -----------
1.2p
Richard Carter 2.4p 10,649,912
------- -----------
1.2p
Oliver Andrews 2.4p 4,348,714
------- -----------
1.2p
Lord Henry Bellingham 2.4p 4,348,714
------- -----------
1.2p
Dr Stefan Liebing 2.4p 3,194,974
------- -----------
------------------------------- -----------------------------------------------------------------------------
d) Aggregated information Single transaction as in 4 c) above Name Price Volume
- Aggregated volume Stefan Olivier 21,299,824
- Price -----------
Richard Carter 10,649,912
-----------
Oliver Andrews 4,348,714
-----------
Lord Henry Bellingham 4,348,714
-----------
Dr Stefan Liebing 3,194,974
-----------
------------------------------- -----------------------------------------------------------------------------
e) Date of the transaction 25 May 2023
------------------------------- -----------------------------------------------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
------------------------------- -----------------------------------------------------------------------------
Details of the person discharging managerial responsibilities/person
1. closely associated
a) Name Stefan Olivier
Richard Carter
Oliver Andrews
Lord Henry Bellingham
Dr Stefan Liebing
------------------------------- ----------------------------------------------------------------------------
Reason for the notification
2.
-------------------------------------------------------------------------------------------------------------
a) Position/status Stefan Olivier CEO
Richard Carter COO
--------------
Oliver Andrews Chairman
--------------
Lord Henry Bellingham Non-executive
Director
--------------
Dr Stefan Liebing Non-executive
Director
--------------
------------------------------- ----------------------------------------------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ----------------------------------------------------------------------------
Details of the issuer, emission allowance market participant,
3. auction platform, auctioneer, or auction monitor
-------------------------------------------------------------------------------------------------------------
a) Name ADM Energy plc
------------------------------- ----------------------------------------------------------------------------
b) LEI 213800DY7G8EEJCCOL47
------------------------------- ----------------------------------------------------------------------------
Details of the transaction(s): section to be repeated for (i)
4. each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been
conducted
-------------------------------------------------------------------------------------------------------------
a) Description of the financial Ordinary Shares of 1 pence each
instrument
GB00BJFDXW97
Identification code
------------------------------- ----------------------------------------------------------------------------
b) Nature of the transactions Conversion of liabilities into ordinary
shares
------------------------------- ----------------------------------------------------------------------------
c) Price(s) and volume(s) Name Price Volume
Stefan Olivier 1.2p 4,166,667
------ ----------
Richard Carter 1.2p 4,166,667
------ ----------
Oliver Andrews 1.2p 8,333,333
------ ----------
Lord Henry Bellingham 1.2p 1,375,000
------ ----------
Dr Stefan Liebing 1.2p 1,634,750
------ ----------
------------------------------- ----------------------------------------------------------------------------
d) Aggregated information Single transaction as in 4 c) above Name Price Volume
- Aggregated volume Stefan Olivier 1.2p 4,166,667
- Price ------ ----------
Richard Carter 1.2p 4,166,667
------ ----------
Oliver Andrews 1.2p 8,333,333
------ ----------
Lord Henry Bellingham 1.2p 1,375,000
------ ----------
Dr Stefan Liebing 1.2p 1,634,750
------ ----------
------------------------------- ----------------------------------------------------------------------------
e) Date of the transaction 25 May 2023
------------------------------- ----------------------------------------------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
------------------------------- ----------------------------------------------------------------------------
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