Interim Results to 30 June 2026

Tower Resources

28/09/2026 07:00

RNS Number : 4543W
  
Tower Resources PLC
  
28 September 2026
  
 







 


28 September 2026


 


Tower Resources plc


(“Tower” or the “Company”)


Interim Results to 30 June 2026


 


Tower Resources plc (AIM: TRP), the Africa-focused energy company, announces its Interim Results for the six months ended 30 June 2026. 


Key financial metrics



Cash and cash equivalents on hand of $66,583 (2024: $394,025).


Operating loss of $844,141 (2024: $1,177,149) 



 


Key Highlights and Post-Reporting Period events


28 September 2026: Cameroon and Namibia license updates



Namibian PEL96 farm-out deed of assignment now with Minister of Industries, Mines and Energy (“MIME”) for signature


Cameroon Presidential letter of authorisation and instruction now transmitted via Prime Minister’s office to the Minister of Mines, Industry and Technological Development (“MINMIDT”) and the Societé Nationale des Hydrocarbures (“SNH”)



24 August 2026 – Namibia and Cameroon Updates and Subscription to raise £325,000



Namibia — All parties except the MIME have executed the PEL96 assignment deeds, which are currently being checked by the Upstream Petroleum Unit (UPU) before returning to MIME for signature and stamping. 


Cameroon — The Thali license extension and farm‑out file, already understood to have Presidential approval while abroad, is now at the Office of the Presidency awaiting execution following the President’s return to Yaounde.


A subscription for 2,363,636,363 new ordinary shares at 0.01375p per share to raise £325,000 for additional working capital.



29 June 2026: Grant of Restricted Shares under Long Term Incentive Plan



Annual LTIP award — The Company granted 1,540,000,000 Restricted Shares to directors, employees and consultants under its LTIP, with all shares vesting on 26 June 2029.



25 June 2026: Namibia Update - Letter of Approval for PEL96 Farm-out



Namibia farm‑out update — MIME issued the formal approval letter for the PEL96 farm‑out to Prime, satisfying the final condition precedent.



24 June 2026: License and Farmout Approval Update and Subscription to raise £400,000



Namibia — MIME is in receipt of all requested documents and has committed to respond no later than 1 July 2026. This Ministerial letter is the final condition precedent, after which the Company will issue a completion notice and close the farm‑out.


Cameroon — Following the Prime Minister’s intervention, the Thali license extension and farm‑out moved to the Office of the Presidency for required assent.


A subscription for 2,500,000,000 new ordinary shares at 0.016p per share to raise £400,000 for additional working capital.



16 March 2026: Cameroon and Namibia Update and Subscription to raise £1,499,999



Cameroon — SNH informed the Company of plans to recommend extending the Thali license for a year and approving the 42.5% farm-out to Prime, with the Prime Minister’s office coordinating a final meeting to conclude documentation.


Namibia — Government units have agreed to expedite approval of the 25% PEL96 farm-out to Prime, with NAMCOR completing due diligence and awaiting final partner documentation.


Subscription - A subscription for 6,315,785,262 new ordinary shares at 0.02375p per share to raise £1,499,999 to repay the £1m convertible Bridge Loan (plus interest), due 25 March 2026 unless converted at 0.056p per share.



28 January 2026: Equity subscription to raise £375,000



A subscription for 1,704,545,454 new ordinary shares at 0.022p per share to raise £375,000 for working capital purposes.



 


A copy of the Company’s interim results will be made available shortly on the Company’s website at https://www.towerresources.co.uk


 


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.


Contacts


 



Tower Resources plc




+44 20 7157 9625




Jeremy Asher
Chairman and CEO 




 




 


Andrew Matharu
VP - Corporate Affairs




 




 




 




BlytheRay


Financial PR 


Tim Blythe


Megan Ray




+44 20 7138 3208




 




 




SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker


Stuart Gledhill


Caroline Rowe


 




+44 20 3470 0470




 


Axis Capital Markets Limited
Joint Broker


Richard Hutchison


 




 


+44 0203 026 2689



 


 


 


 


CHAIRMAN AND CHIEF EXECUTIVE OFFICER’S STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2026


Dear Shareholder,


I’m pleased to share our interim results for the period to 30 June, 2026, and also to share an update regarding our farm-out approvals and our operating plans over the months ahead.


In summary, as previously announced, in Namibia we already received the letter from the Minister of Industries, Mines and Energy (“MIME”) approving the farm-out of a 25% interest in PEL 96 to Prime Global Energies Limited (“Prime”) at the end of June 2026, and although it took a while to get the wet signatures of all parties on the deed of assignment, this is now only awaiting the Minister’s signature which is expected any day.


In Cameroon, the President’s authorisation for the further extension of the initial exploration period of our Thali license, and for the farm-out to Prime, has been granted and has been making its way down through the usual channels from the Office of the President and the Prime Minister’s Office to the Minister of Mines, Industry and Technological Development (“MINMIDT”) and to the Societé Nationale des Hydrocarbures (“SNH”). We have now seen a copy of the letter from the President’s office to the Prime Minister’s office and to MINMIDT and SNH confirming the President’s authorisation and instructions. MINMIDT has advised us that they are now preparing the formal “arrêté” confirming the extension and the formal letter of approval for the farm-out to Prime, which we expect to receive shortly.


Cameroon


We have continued to maintain drilling readiness, and since the beginning of the year we took delivery of the mud-line suspension system which allows us to suspend the NJOM-3 well after testing so that we are able to re-enter it as a production well in due course. This equipment is now at our storage facility in Douala along with the other long lead items for the NJOM-3 well.


We also continue to monitor the rigs available for drilling the NJOM-3 well, and we currently expect to be spudding the well early in the second quarter of 2027. While it may still be possible to spud in the first quarter, we think it is best to set expectations for second quarter at this stage. We do not intend to discuss rig selection or timing any further until we have made a final rig selection that is contractually confirmed, in order to preserve the confidentiality of those commercial discussions.


Draft service agreements are already in place for all services, but we will review and finalise these (and will have time to do so) when the rig selection and timing are known.


We have also continued discussions on the financing of the next phase of work on the Njonji structure, conditional on the NJOM-3 well results, in order to minimise the elapsed time between the NJOM-3 well and the drilling of the subsequent production wells.


 


Namibia


In Namibia, we have already scheduled the next PEL96 Operating Committee meeting together with Prime as well as NAMCOR and our local partners for early October, to discuss the next stage of our work programme.


As shareholders may recall, we completed an extensive basin modelling exercise as part of our initial work programme on PEL96. We have subsequently reviewed all of our existing 2D seismic data over our acreage, which has led us to identify a number of interesting stratigraphic leads of similar architecture to the major discoveries which have made to the South in the Orange Basin. Significantly, these are located along the expected oil migration paths we have also identified. These stratigraphic leads are in addition to the four-way dip closures that we had already identified in the license area, and these are also consistent with the oil seep data that we have studied. Our next step is therefore to acquire additional seismic data in order to narrow down further the most interesting leads and the area within the license where we would like to acquire new 3D seismic data.


There is a possibility to acquire additional seismic data directly in the first half of 2027, when the weather window is suitable, but the economics of doing this will depend critically, among other things, on whether our neighbours are also ready to acquire data. However, we are also exploring other alternative sources of data in case this is not a viable option. 


South Africa


In South Africa, as we disclosed in our annual report in June 2026, we made the decision to impair the carrying value of our 50% interest in the Algoa-Gamtoos license due to the continuing uncertainty in the legislative environment which is still limiting seismic data acquisition and other activity in the offshore basins. At the same time, the discussions that the Operator of the license had been conducting with a potential farm-in partner appear to have stalled. As we explained in June, we intend to continue working in South Africa, albeit at a modest pace, while we wait to see if things begin to move forward again.


Corporate


We have been forced to raise a significant amount of equity financing during the first eight months of this year, part of which was to repay loans taken in lieu of equity financing in 2025, and this has been an unfortunate consequence of the delay in receiving government approvals, which I discussed at length in our annual report a few months ago. However, we do believe that with our approvals in hand, we will not be needing further equity financing this year for existing commitments.


One can never say never: we are a public company precisely so that we can raise funds, not merely to meet immediate cash needs but also to finance further opportunities, and this is a good environment for opportunities. We are looking at a range of open licenses in West Africa and Southern Africa, and we are struck by the enthusiasm and realism governments are now showing in seeking to bring new independent oil company investment into both exploration and also the development of existing discoveries. But we are also very aware that shareholders have had to fund the delays of the last eighteen months, and I can only say that I believe this investment will be rewarded in the months and years ahead.


Jeremy Asher      


Chairman and Chief Executive Officer


28 September 2026






INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME



 




Note




Six months ended 
30 June 2026
(unaudited)
$




Six months ended 
30 June 2025
(unaudited)
$







 




Revenue




 




-




-




 




Cost of sales




 




-




-




 




Gross profit




 




-




-




 




Administrative expenses




 




(844,141)




(1,177,149)




 




Group operating loss




4




(844,141)




(1,177,149)




 




Finance costs




5




(81,751)




(39,232)




 




Loss for the period before taxation




 




(925,892)




(1,216,381)




 




Taxation




 




-




-




 




Loss for the period after taxation




 




(925,892)




(1,216,381)




 




Other comprehensive income




 




-




-




 




Total comprehensive income / (expense) for the period




 




(925,892)




(1,216,381)




 




Basic loss per share (USc)




3




(0.00c)




(0.00c)




 




Diluted loss per share (USc)




3




(0.00c)




(0.00c)




 


















 


 


 


 


 


 


 






INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION


 



 




Note




As at 
30 June 2026
(unaudited)
$




As at 
31 December 2025
(unaudited)
$




 




Non-current assets




 




 




 




Exploration and evaluation assets




6




25,356,087 




24,707,897 




Total non-current assets




 




25,356,087 




24,707,897 




Current assets




 




 




 




Trade and other receivables




7




51,316 




20,633 




Cash and cash equivalents




 




66,583 




35,779 




Total current assets




 




117,899 




56,412 




Total assets




 




25,473,986 




24,764,309 




Current liabilities




 




 




 




Trade and other payables




8




2,909,281 




2,806,364 




Borrowings




9




-




1,449,871 




Total current liabilities




 




2,909,281 




4,256,235 




Total liabilities




 




2,909,281 




4,256,235 




Net assets




 




22,564,705 




20,508,074 




Equity




 




 




 




Share capital




10




18,786,638 




18,646,446 




Share premium




10




164,303,639 




161,660,417 




Retained losses




 




(160,525,572)




(159,798,789)




Total shareholders' equity




 




22,564,705 




20,508,074 



 


Signed on behalf of the Board of Directors


 


Jeremy Asher


Chairman and Chief Executive


28 September 2026




INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY



 




Share 
capital

$




Share
premium

$




1 Share-based
payments
reserve 
$




Retained
losses

$




Total

$







 




At 1 January 2025




18,534,081




158,795,411




3,542,813




(145,177,057)




35,695,248




 




Shares issued on settlement of third-party fees




69,444




1,805,556




-




-




1,875,000




 




Share-based payment charge for the year




-




-




141,278




-




141,278




 




Exercise of share warrants




3,351




87,120




(90,836)




90,836




90,471




 




Total comprehensive income for the period




-




-




-




(1,216,381)




(1,216,381)




 




At 30 June 2025




18,606,876




160,688,087




3,593,255




(146,302,602)




36,585,616




 




Shares issued for cash




39,570




1,068,387




-




-




1,107,957




 




Shares issue costs




-




(96,057)




-




-




(96,057)




 




Share-based payment charge for the year




-




-




185,862




-




185,862




 




Total comprehensive expense for the period




-




-




-




(17,275,304)




(17,275,304)




 




At 31 December 2025




18,646,446




161,660,417




3,779,117




(163,577,906)




20,508,074




 




Shares issued for cash




140,192




2,893,240




-




-




3,033,432




 




Shares issue costs




-




(250,018)




-




-




(250,018)




 




Share-based payment charge for the year




-




-




199,109




-




199,109




 




Total comprehensive income for the period




-




-




-




(925,892)




(925,892)




 




At 30 June 2025




18,786,638




164,303,639




3,978,226




(164,503,798)




22,564,705




 
























 


 


1 The share-based payment reserve has been included within the retained loss reserve and is a non-distributable reserve.






INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS



 




Note




Six months ended 
30 June 2026
(unaudited)
$




Six months ended 
30 June 2025
(unaudited)
$







 




Cash outflow from operating activities




 




 




 




 




Group operating loss for the period




4




(844,141)




(1,177,149)




 




Share-based payments




11




199,109




141,278




 




Finance costs




5




(2,586)




(39,232)




 




Impairments




6




23,272




-




 




Operating cash flow before changes in working capital




 




(624,346)




(1,075,103)




 




Increase in receivables and prepayments




 




(30,683)




(1,875,000)




 




Decrease in trade and other payables




 




102,917




1,086,012




 




Cash used in operating activities




 




(552,112)




(1,864,091)




 




Investing activities




 




 




 




 




Exploration and evaluation costs




6




(671,462)




(981,862)




 




Net cash used in investing activities




 




(671,462)




(981,862)




 




Financing activities




 




 




 




 




Cash proceeds from issue of ordinary share capital net of issue costs




10




2,783,414




1,965,470




 




Drawdown of borrowing facilities




9




-




921,501




 




Repayment of borrowing facilities




9




(1,244,493)




(6,463)




 




Repayment of interest on borrowing facilities




9




(258,971)




38,574




 




Effects of foreign currency movements on borrowing facilities




9




(25,572)




36,778




 




Net cash from financing activities




 




1,254,378




2,955,860




 




Increase in cash and cash equivalents




 




30,804




109,907




 




Cash and cash equivalents at beginning of period




 




35,779




284,118




 




Cash and cash equivalents at end of period




 




66,583




394,025




 






















NOTES TO THE INTERIM FINANCIAL INFORMATION 



Accounting policies




               Basis of preparation



This interim financial report, which includes a condensed set of financial statements of the Company and its subsidiary undertakings (“the Group”), has been prepared using the historical cost convention and based on International Financial Reporting Standards (“IFRS”) including IAS 34 ‘Interim Financial Reporting’ and IFRS 6 ‘Exploration for and Evaluation of Mineral Reserves’, as adopted by the United Kingdom (“UK”).


The condensed set of financial statements for the six months ended 30 June 2026 is unaudited and does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. They have been prepared using accounting bases and policies consistent with those used in the preparation of the audited financial statements of the Company and the Group for the year ended 31 December 2025 and those to be used for the year ending 31 December 2026. The comparative figures for the half year ended 30 June 2025 are unaudited. The comparative figures for the year ended 31 December 2025 are not the Company’s full statutory accounts but have been extracted from the audited financial which have been delivered to the Registrar of Companies. The auditors’ report thereon was unqualified and did not contain a statement under sections 498(2) and 498(3) of the Companies Act 2006.


This half-yearly financial report was approved by the Board of Directors on 28 September 2026.



              Going concern



The Group will need to complete the agreed Cameroon farm-out with Prime Global Energies Limited and/or another asset-level transaction, or raise additional funds beyond those raised in 2026, to meet its liabilities as they fall due, including the costs associated with the forthcoming drilling programme in Cameroon. While the Directors are confident that the agreed farm-out will be completed, there can be no certainty that this will occur within the required timeframe.


The Cameroon farm-out with Prime Global Energies Limited should cover the balance of the financing required for the company’s upcoming appraisal well in Cameroon, but testing and further development to production will require significant additional investment and funding in due course. 


Similarly, the Group’s assets in Namibia and South Africa are also pre-revenue and will require further funding to support their development.


The Directors believe that there are a number of options available to fund these investments through any, or a combination, of production pre-financing, reserve-based lending, capital markets, further farm-outs or asset disposals. There can, however, be no guarantee that the required funds may be raised or transactions completed within the necessary timeframes, which results in an inherent material uncertainty as to the application of going concern in these accounts. Having assessed the risks attached to these uncertainties on a probabilistic basis, the Directors are confident that they can raise sufficient finance in a timely manner and therefore believe that the application of going concern is both appropriate and correct.







Operating segments



The Group has two reportable operating segments: Africa and Head Office. Non-current assets and operating liabilities are located in Africa, whilst the majority of current assets are carried at Head Office. The Group has not yet commenced production and therefore has no revenue. Each reportable segment adopts the same accounting policies. In compliance with IAS 34 ‘Interim Financial Reporting’ the following table reconciles the operational loss and the assets and liabilities of each reportable segment with the consolidated figures presented in these Financial Statements, together with comparative figures for the period-ended 30 June 2025.


 



 




Africa




Head Office




Total




Six months
ended
30 June 2026
$




Six months
ended
30 June 2025
$




Six months
ended
30 June 2026
$




Six months
ended
30 June 2025
$




Six months
ended
30 June 2026
$




Six months
ended
30 June 2025
$




(Loss) / profit by reportable segment




(87,127)




(330,848)




(838,765)




(885,533)




(925,892)




(1,216,381)




Total assets by reportable segment 1




25,418,531




37,601,084




55,455




2,275,762




25,473,986




39,876,846




Total liabilities by reportable segment 2




(1,406,614)




(1,036,286)




(1,502,667)




(2,254,945)




(2,909,281)




(3,291,231)




 




 




 




 




 




 




 




1 Carrying amounts of segment assets exclude investments in subsidiaries.




 




 




 




 




2 Carrying amounts of segment liabilities exclude intra-group financing.




 




 




 




 



 



Loss per ordinary share




 




 




Basic & Diluted




 




 




30 June 2026
(unaudited)
$




30 June 2025
(unaudited)
$




31 December 2025
(audited)
$




Profit / (loss) for the period




 




(925,892)




(1,216,381)




(18,491,685)




Weighted average number of ordinary shares in issue during the period




 




29,652,841,824 




28,970,587,097 




29,668,735,156 




Dilutive effect of share options outstanding




 




-




-




-




Fully diluted average number of ordinary shares during the period




 




29,652,841,824 




28,970,587,097 




29,668,735,156 




(Loss) / profit per share (USc)




 




0.00c




(0.00c)




(0.06c)



 



Group operating profit / (loss)




Loss from operations is stated after charging:




 




 




 




 




30 June 2026
(unaudited)
$




30 June 2025
(unaudited)
$




Directors’ remuneration




 




 




201,420




182,555




Legal & professional fees




 




 




217,194




513,594




Share-based payment charges




 




 




118,416




29,751



  Note: directors’ remuneration does not include consultancy fees payable for executive services under separate service agreements



Finance costs




 




30 June 2026
(unaudited)
$




30 June 2025
(unaudited)
$




Loan interest paid and accrued




79,165




38,769




Other finance costs




2,586




463




 




81,751




39,232



 



Intangible Exploration and Evaluation (E&E) assets




Period-ended 30 June 2026




Exploration and evaluation 
assets
$




Goodwill

$




Total

$




Cost




 




 




 




At 1 January 2026




110,700,877




8,023,292




118,724,169




Additions during the period




671,462




-




671,462




At 30 June 2026




111,372,339




8,023,292




119,395,631




Amortisation and impairment




 




 




 




At 1 January 2026




(85,992,980)




(8,023,292)




(94,016,272)




Impairment during the period




(23,272)




-




(23,272)




At 30 June 2026




(86,016,252)




(8,023,292)




(94,039,544)




Net book value




 




 




 




At 30 June 2026




25,356,087




-




25,356,087




At 31 December 2025




24,707,897




-




24,707,897



Prime Global Energies Limited


On 10 January 2025, the Group entered into a farm-out agreement with Prime Global Energies Limited (“Prime”) in relation to minority, non-operated interests in the Thali licence offshore Cameroon and PEL96 offshore Namibia.


Through Tower Resources Cameroon S.A., the Group agreed to farm out a 42.5% non-operated interest in the Thali licence to Prime, as part of which Prime agreed to make a $15.0 million cash investment in the Thali work programme, including the drilling of the NJOM-3 well. In addition, through Tower Resources (Namibia) Limited, Prime has agreed to farm into PEL96 offshore Namibia for a 25% non-operated interest.


In connection with these farm-outs and related transactions, including amendments to existing arrangements and the issue of new shares to Pegasus Petroleum Limited, a significant shareholder of the Company, Tower has received $938k in cash and is due to receive a further $3.4 million upon completion of the two farm-outs and related transactions, representing total cash consideration of approximately $4.4 million.


Completion of the farm-outs remains subject to the receipt of fully executed documents in both Cameroon and Namibia. The Directors expect that completion of both farm-outs will occur in due course, although the timing of completion remains uncertain.


Cameroon


Capitalised expenditure of $453k was incurred during the period to 30 June 2026 (2025: $982k). This expenditure primarily comprised ongoing costs associated with preparation for the NJOM-3 appraisal well, including engineering and drilling planning activities, together with the capitalised costs of operating the Group’s local office in Douala.


The Directors have not recognised any impairment in respect of the Group’s investment in the Thali licence. This assessment principally reflects the farm-out agreement with Prime, as described above, together with the Group’s internal cash flow projections, both of which support the Directors’ conclusion that the current carrying value of the licence is recoverable in full.


Tower Resources Cameroon S.A., the Group’s operating subsidiary, has applied for, and is expected to receive, a further extension to the First Exploration Period of the licence. This extension is expected to be granted concurrently with Government of Cameroon approval of the farm-out to Prime.


Namibia


The Group continued to make licence commitment and training payments under PEL96 to the Government of the Republic of Namibia in accordance with its work programme commitments. The Group has also now received all partner consents required for Prime’s farm-in. A number of Government departments have similarly provided their consent, with the transaction now awaiting final ministerial execution.


The Company’s investment in the licence currently stands at $1.6 million (2025: $1.4 million). This carrying value is supported by valuations implied by recent transactions in the region, taking into account the early stage of the licence’s evaluation and appraisal programme and the implied value of the farm-out to Prime, as described above.


The Directors also continue to consider that the relatively modest expenditure incurred to acquire and maintain the licence is supported by their initial assessment of its prospectivity, based on the information currently available.


The Minister of Mines, Industries and Energy approved the entry into the First Renewal Period of the PEL96 in June 2025.


South Africa


In South Africa, Rift Petroleum Limited, Tower’s wholly owned subsidiary, and its JV partner and operator New African Global Energy SA (Pty) Ltd, have yet to conclude upon a timeline to tender for, acquire and evaluate the 3D seismic data and no firm budget to do so has been agreed.  The second renewal period commits the JV to the acquisition of 700km of 2D seismic acquisition or the acquisition of 300km of 3D seismic. The minimum spend is $5.0 million in total to the JV and this period will conclude upon the completion of the work programme, representing a commitment to acquire a minimum of 700km 2D or 300km of 3D seismic over the block. Acquiring the additional seismic data before 2028 is now unlikely, given the recent uncertainty and litigation over environmental regulations. The operator has told the Company that PASA accepts this position and merely requires that the seismic acquisition obligation is completed before the JV enters the next renewal period.


Impairment


In accordance with the Group’s accounting policies and IFRS 6, Exploration for and Evaluation of Mineral Resources, the Directors have reviewed each of the Group’s Cash Generating Units (“CGUs”) represented by its licence areas for indicators of impairment.


Following this review, the Directors concluded that a full impairment assessment was not required in respect of either the Cameroon or Namibian CGUs.


In South Africa, during its review of the 2025 full year accounts in May 2026, the Directors concluded that, given that substantive expenditure on further exploration and evaluation of mineral resources on the Algoa-Gamtoos licence is neither budgeted nor planned in the short term as a result of the prevailing regulatory uncertainty, a full impairment provision in respect of all capitalised amounts was appropriate under IAS 36. Accordingly, the capitalised amounts relating to the licence have been fully impaired.




Trade and other receivables




 




30 June 2026
(unaudited)
$




31 December 2025
(audited)
$




Trade and other receivables




51,316




20,633



 


Trade and other receivables comprise amounts due from other parties and prepayments arising in the ordinary course of business.



Trade and other payables




 




30 June 2026
(unaudited)
$




31 December 2025
(audited)
$




Trade & other payables




1,410,335




1,417,240




Accruals




1,498,946




1,389,124




 




2,909,281




2,806,364



 


Other payables include amounts payable to Pegasus Petroleum in respect of existing production-based payment arrangements relating to the Thali licence, which Pegasus has agreed to amend in favour of Prime and Tower.


Accruals include amounts of $569k in the UK (2025: $606k), $532k in Cameroon (2025: $532k) and $398k in Namibia (2025: $252k). These amounts include bonuses of $638k (2025: $638k) contingent upon completion of the Prime transaction, together with $813k (2025: $751k) relating to operational and other asset-related costs payable, as well as amounts due to ministerial bodies in respect of licence tenure.


Trade payables comprise short-term, unsecured obligations incurred in the ordinary course of business. The Group's creditor payment period is approximately 30 days (2025: 30 days).



Borrowings




 




Group




30 June 2026
(unaudited)
$




31 December 2025
(audited)
$




Principal balance at beginning of period




1,265,444




17,750




Amounts drawn down during the period




-




1,240,769




Amounts repaid during the period




(1,244,493)




(13,123)




Currency revaluations at year end




(20,951)




20,048




Principal balance at end of period




-




1,265,444




Financing costs at beginning of year




184,427




84




Changes to financing costs during the year




-




-




Interest expense




79,165




183,076




Interest paid




(258,971)




(312)




Currency revaluations at year end




(4,620)




1,580




Financing costs at the end of the year




-




184,427




 




 




 




Carrying amount at end of period




-




1,449,871




Current




-




1,449,871




Non-current




-




-




Repayment dates




Group




30 June 2026
(unaudited)
$




31 December 2025
(audited)
$




Due within 1 year




-




1,449,871




Due within years 2-5




-




-




 




-




1,449,871



 


Borrowings at the year-end included a £50k Barclays Bounce Back Loan, which was drawn down in May 2020 and the final repayment was made in May 2026.


On 25 March 2025, the Company entered into a fixed-price convertible loan of £500k with Prime Resources for a period of 12 months. The principal terms of the loan included a 5% cash implementation fee and interest at a rate of 15% per annum, or pro-rata for any shorter period, accruing daily and payable on maturity. The loan was subsequently expanded to a total of £1 million.


The loan was repaid in full, with accrued interest, at the end of March 2026.




Share capital




Authorised, called up, allotted and fully paid




30 June 2026
(unaudited)
$




31 December 2025
(audited)
$




42,800,326,423 (2025: 32,279,995,707) ordinary shares of 0.001p




18,786,638 




18,646,446 



 


The share capital issues during the period are summarised below:



Ordinary shares 




Number of shares
$




Share capital at nominal value
$




Share premium
$




 At 1 January 2026 




32,279,995,707




18,646,446




161,660,417




 Shares issued for cash 




10,520,330,716




140,192




2,893,240




 Share issue costs 




-




-




(250,018)




 At 30 June 2026 




42,800,326,423




18,786,638




164,303,639




Share-based payments



LTIP Options


Details of share options outstanding at 30 June 2026 are as follows:



 




Number in issue




At 1 January 2026




1,714,000,000




Lapsed during the period




(88,000,000)




At 30 June 2026




1,626,000,000



 



Date of grant




Number in issue




Option 
price (p)




Latest exercise date




16 Aug 22




148,000,000




0.300




16 Aug 27




16 May 23




296,000,000




0.100




15 May 28




15 Feb 24




1,182,000,000




0.018




14 Feb 29




 




1,626,000,000




 




 



These options vest in the beneficiaries in equal tranches on the first, second and third anniversaries of the grant.


 


 


LTIP Restricted Share Awards


Details of Restricted Share Awards outstanding at 30 June 2026 are as follows:



 




Number in issue




At 1 January 2026




1,540,000,000




Awarded during the period




1,540,000,000




At 30 June 2026




3,080,000,000



 



Date of grant




Number in issue




LTIP 
price (p)




Latest exercise date




08 Apr 25




1,540,000,000




0.000




08 Apr 28




26 Jun 26




1,540,000,000




0.000




26 Jun 29




 




3,080,000,000




 




 





Warrants


Details of warrants outstanding at 30 June 2026 are as follows:



 




Number in issue




At 1 January 2026




1,624,896,012




Awarded during the period




246,166,162




Lapsed during the period




(154,234,416)




At 30 June 2026




1,716,827,758



 



Date of grant




Number in issue




Warrant price (p)




Latest           exercise date




01 Oct 21




16,233,765




0.425




30 Sep 26




01 Jan 22




17,329,020




0.425




01 Jan 27




01 Apr 22




19,851,774




0.263




01 Apr 27




01 Jul 22




16,831,240




0.295




01 Jul 27




03 Oct 22




26,114,205




0.250




03 Oct 27




15 Feb 23




29,114,906




0.175




15 Feb 28




02 May 23




43,053,960




0.143




01 May 28




03 Jul 23




128,571,426




0.050




02 Jul 28




18 Dec 23




65,000,000




0.040




18 Dec 26




02 Oct 23




167,286,241




0.050




01 Oct 28




04 Jan 24




438,596,490




0.030




03 Jan 27




01 Jul 24




357,142,855




0.018




01 Jul 27




13 Aug 24




71,428,571




0.018




13 Aug 27




17 Oct 25




49,107,143




0.056




16 Oct 28




17 Nov 25




25,000,000




0.056




16 Nov 28




28 Jan 26




42,613,636




0.044




27 Jan 29




16 Mar 26




141,052,526




0.048




15 Mar 29




24 Jun 26




62,500,000




0.032




23 Jun 29




 




1,716,827,758




 




 



 


 



Subsequent events 



28 September 2026:  Cameroon and Namibia license updates



Namibian PEL96 farm-out deed of assignment now with Minister of Mines and Energy (“MIME”) for signature


Cameroon Presidential letter of authorisation and instruction now transmitted via Prime Minister's office to the Minister of Mines, Industry and Technological Development ("MINMIDT") and the Societe Nationale des Hydrocarbures ("SNH")



18 September 2026: Change of Registered Address from 134 Buckingham Palace Road, London SW1W 9SA to Quadrant House, 4 Thomas More Square, Floor 6, London, E1W 1YW.


24 August 2026:  Placing and subscription for 2,363,636,363 ordinary shares of 0.001p each to raise £325,000 at a price of 0.01375p per subscription share.


 



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