REG - Tower Resources PLC - Interim Results to 30 June 2022
30/09/2022 07:00
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RNS Number : 2590B Tower Resources PLC 30 September 2022
30 September 2022
Tower Resources plc
Interim Results to 30 June 2022
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM-listed
oil and gas company with its focus on Africa, announces its Interim Results
for the six months ended 30 June 2022.
HIGHLIGHTS
§ January 2022 - Placing of 576,923,077 new ordinary shares at 0.26p to raise
£1.5 million (gross), with the Company's Chairman and CEO, Jeremy Asher,
subscribing for 9,615,384 new Ordinary Shares in the Placing for £25,000;
§ February 2022 - Announcements by the National Petroleum Corporation of
Namibia, Shell Namibia Upstream B.V. and QatarEnergy, regarding the drilling
success of the Graff-1 well on PEL 39 with discoveries in both its primary and
secondary targets, proving a working petroleum system for light oil in the
Orange Basin, offshore Namibia, and analysis by the Company of the
implications for its own Namibian blocks;
§ May 2022 - The Cameroon Minister of Mines, Industry and Technological
Development (MINMIDT) granted a further extension of the First Exploration
Period of the Thali PSC to 11 May 2023.
§ June 2022 - Tower Resources Cameroon SA executed a term sheet with BGFI
Bank Group, the largest bank group in Central Africa, for a medium term loan
of CAF 4.42 billion (equivalent to approximately US$7.1 million) as partial
financing of the NJOM-3 well on the Thali block in Cameroon. The loan would
cover around 40% of the US$18 million well cost, with a further amount in
excess of 25% already having been paid for by TRCSA, and the balance of 35% of
the cost of the well also to be funded by TRCSA.
POST REPORTING PERIOD EVENTS
§ August 2022 - Placing of 857,142,286 new ordinary shares at 0.175p to raise
£1.5 million (gross) with the Company's Chairman and CEO, Jeremy Asher,
subscribing for 142,857,143 new Ordinary Shares in the Placing for £250,000;
§ August 2022 - Issue of 11,200,000 Ordinary shares in the Company to Bedrock
Drilling Ltd in lieu of fees to the value of £25,200.
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
SP Angel Corporate Finance LLP +44 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe
Novum Securities Ltd +44 20 7399 9400
Joint Broker
Jon Bellis
Colin Rowbury
Panmure Gordon (UK) Limited +44 20 7886 2500
Joint Broker
John Prior
Hugh Rich
CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT FOR THE SIX MONTHS ENDED 30
JUNE 2022
Dear Shareholder,
The first six months of 2022 have seen our Company making significant progress
in a volatile environment, and against a backdrop of encouraging drilling
results in Namibia. The more active market for rigs and services has presented
both benefits and challenges: a number of stacked rigs have been put back into
service, but several of these have been pulled into other markets and others
are still finalising work sequences, while lead times for services have
increased. This means that we have yet to finalise our rig selection and
timing for the NJOM-3 well, as we need to fit our single-well requirement in
with other companies' multi-well plans. This may still result in a spud before
year-end, but is more likely to be in the New Year; however there are a number
of options available to us, and therefore we still expect to get the well
underway in good time.
We have also made progress with the financing of the NJOM-3 well. We received
and agreed a non-binding term sheet for around US$7 million of debt financing
from BGFI, the largest bank in Cameroon, in June, and BGFI tell us that they
are still expecting to have their board's binding approval and draft
documentation in September (today) or shortly after. In the meantime, we also
received a non-binding term sheet for around US$10 million of debt financing
from another bank, the Cameroon branch of one of the largest and oldest banks
on the African continent, which we are presently reviewing. However we
proceed, the final agreement will of course be subject to, inter alia, the
execution of definitive documents.
In South Africa, we have watched closely the litigation in respect of Shell's
proposed seismic survey. Our understanding is that the South African court
found what appear to be deficiencies in the process by which Shell and their
partners had conducted Environmental Impact Assessments ("EIA") prior to the
survey. Our current view is that this should not prevent conducting of the
intended survey over the deepwater lead in our Algoa-Gamtoos block, that we
and operator NewAge have identified on trend with TotalEnergies' Brulpadda and
Luiperd discoveries in the Outeniqua basin. However, it does emphasise how
critical the correct EIA process is. We believe that our deepwater area is
less environmentally sensitive than the area that was subject to the recent
controversy, and shareholders will recall that we have already conducted
seismic data acquisition in this block closer to shore. Nevertheless, it is
now even clearer than before that the EIA and planning process cannot be
rushed, which we believe the Petroleum Authority of South Africa also
understands.
Given the scale of the potential prize in the Shallow and Deep sections of the
Deepwater Slope and the Deepwater Basin Floor fan in our Algoa-Gamtoos block,
comprising some 1.4 billion boe of pMean unrisked recoverable resources, we
certainly plan to push ahead with the acquisition and processing of 3D seismic
data over these leads, to firm up a drillable prospect, before entering the
final exploration period of the Algoa-Gamtoos license.
In Namibia, we are in the process of completing the initial phase of basin
modelling work on our PEL96 license, and will be sharing publicly what we can
of that work in the coming weeks. The focus of this preliminary phase has been
on analysing the spatial distribution of the source rocks, hydrocarbon
generative kitchens and migration pathways in the southern and central area of
the license, serving the numerous leads we had already identified in the
Dolphin Graben. We turned to this area first because in the past less work had
been done there, due to the interest that we and our previous partners
understandably showed in the giant geological structures in the more western
portion of the license area. However, we now feel that the Dolphin Graben
warrants more detailed charge modelling work to understand the hydrocarbon
generation and migration history in this area, because of the recent drilling
success in the southern Namibian offshore, and also the Wingat-1 and Murombe-1
wells having encountered well-developed source rocks in the Walvis Basin as
well.
Shareholders may recall that the source rocks encountered in the Wingat-1 and
Murombe-1 wells were rich in organic carbon, and in the oil window, and both
wells recovered 38º- 42º oil to surface; and that the well 1911/15-1 on our
own block also encountered source rocks and oil shows. It now appears that the
Lower Cretaceous source rocks extend all the way from the Orange Basin, where
TotalEnergies and Shell have had their recent successes, up to the Walvis
Basin, as we discussed in our announcement in February. Therefore, the current
phase of work identifies the potential of these source rocks to provide oil to
the various structural closures and potential stratigraphic traps, of similar
geometry to those encountered in the recent Orange basin discoveries,
identified in the Dolphin Graben area. Our previous analysis identified
several structural closures with individual examples ranging up to 686 million
boe in potential recoverable resources, and this is the analysis that we are
updating now.
However, we still need to continue basin modelling work on the other potential
source rocks and potential generative kitchens where significant volumes of
oil could have potentially been generated and expelled in the license area.
These have the potential to feed the giant structural closures on the license
area, to the West and North. Therefore the basin modelling over the rest of
the license area will remain a work in progress for a few more months.
We are working on a multi-client program to acquire the 3D seismic data
required for our final prospect evaluation and prioritisation on PEL96, which
is tentatively scheduled to begin in Q4 2023. To this end, we have authorised
initial expenditure on an EIA in respect of this proposed program.
In summary, we are continuing to make progress in Cameroon and Namibia; and
despite the legal issues Shell has faced in South Africa we are confident that
we can still move forward there, albeit with caution. We want to drill as soon
as we can in Cameroon in particular, and this continues to be our immediate
priority.
Jeremy
Asher
Chairman and Chief Executive
30 September 2022
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Six months ended
30 June 2022
30 June 2021
(unaudited)
(unaudited)
Note $ $
Revenue - -
Cost of sales - -
Gross profit - -
Other administrative expenses (520,416) (429,463)
VAT provision - 519,912
Total administrative expenses (520,416) 90,449
Group operating loss (520,416) 90,449
Finance expense (1,711) (129,907)
Loss for the period before taxation (522,127) (39,458)
Taxation - -
Loss for the period after taxation (522,127) (39,458)
Other comprehensive income - -
Total comprehensive expense for the period (522,127) (39,458)
Basic loss per share (USc) 3 (0.03c) (0.11c)
Diluted loss per share (USc) 3 (0.03c) (0.11c)
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June 2021 31 December 2021
(unaudited)
(audited)
Note $ $
Non-current assets
Exploration and evaluation assets 4 29,566,534 28,780,391
29,566,534 28,780,391
Current assets
Trade and other receivables 5 10,966 8,239
Cash and cash equivalents 95,082 10,227
106,048 18,466
Total assets 29,672,582 28,798,857
Current liabilities
Trade and other payables 6 1,629,751 2,336,336
Borrowings 7 12,357 13,801
1,642,108 2,350,137
Non-current liabilities
Borrowings 7 35,625 46,548
35,625 46,548
Total liabilities 1,677,733 2,396,685
Net assets 27,994,849 26,402,172
Equity
Share capital 8 18,272,712 18,264,803
Share premium 8 150,616,116 148,747,595
Retained losses (140,893,979) (140,610,226)
Total shareholders' equity 27,994,849 26,402,172
Signed on behalf of the Board of Directors
Jeremy Asher
Chairman and Chief Executive
30 September 2022
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share (1) Share-based Retained Total
capital
premium
payments
losses
reserve
$ $ $ $ $
At 1 January 2021 18,254,040 145,343,446 8,187,337 (149,813,573) 21,971,250
Shares issued for cash 5,521 1,767,869 - - 1,773,390
Shares issued on settlement of third-party fees 273 88,330 - - 88,603
Share issue costs - (92,046) - - (92,046)
Share based payment charges - - 206,221 - 206,221
Total comprehensive income for the period - - - (39,458) (39,458)
At 30 June 2021 18,259,834 147,107,599 8,393,558 (149,853,031) 23,907,960
Shares issued for cash 4,882 2,070,374 - - 2,075,256
Shares issued on settlement of third-party fees 87 21,738 - - 21,825
Share issue costs - (452,116) - - (452,116)
Share based payment charges - - 762,490 - 762,490
Transfer to retained losses - - (6,272,250) 6,272,250 -
Total comprehensive expense for the period - - - 86,757 86,757
At 31 December 2021 18,264,803 148,747,595 2,883,798 (143,494,024) 26,402,172
Shares issued for cash 7,909 2,048,242 - - 2,056,151
Shares issued on settlement of third-party fees - - - - -
Shares issue costs - (179,721) - - (179,721)
Total comprehensive income for the period - - 238,374 (522,127) (283,753)
At 30 June 2022 18,272,712 150,616,116 3,122,172 (144,016,151) 27,994,849
(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
Six months ended Six months ended
30 June 2022
30 June 2021
(unaudited)
(unaudited)
Note $ $
Cash outflow from operating activities
Group operating (loss) / profit for the period (520,416) 90,449
Share-based payments 9 238,374 206,221
Finance costs (1,201) (769)
Operating cash flow before changes in working capital (283,243) 295,901
Increase in receivables and prepayments (2,727) (14,470)
Decrease in trade and other payables (706,585) (539,234)
Cash used in operating activities (992,555) (257,803)
Investing activities
Exploration and evaluation costs 4 (786,143) (861,881)
Net cash used in investing activities (786,143) (861,881)
Financing activities
Cash proceeds from issue of ordinary share capital net of issue costs 8 1,876,430 1,769,947
Repayment of borrowing facilities (6,433) (501,154)
Repayment of interest on borrowing facilities (676) (35,142)
Effects of foreign currency movements on borrowing facilities (5,769) 1,010
Net cash from financing activities 1,863,553 1,234,660
Increase in cash and cash equivalents 84,855 114,976
Cash and cash equivalents at beginning of period 10,227 10,054
Cash and cash equivalents at end of period 95,082 125,030
NOTES TO THE INTERIM FINANCIAL INFORMATION
1. Accounting policies
a) 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
2022 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 2021 and those to be used for the year ending 31 December
2022. The comparative figures for the half year ended 30 June 2021 are
unaudited. The comparative figures for the year ended 31 December 2021 are not
the Company's full statutory accounts but have been extracted from the
financial statements for the year ended 31 December 2021 which have been
delivered to the Registrar of Companies and 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 30
September 2022.
b) Going concern
The Group will need to complete its farm-out and/or another asset-level
transaction within the coming months, or otherwise raise further funds, in
order to meet its liabilities as they fall due, particularly with respect to
the forthcoming drilling programme in Cameroon. The Directors believe that
there are a number of options available to them through either, or a
combination of, capital markets, farm-outs or asset disposals with respect to
raising these funds. There can, however, be no guarantee that the required
funds may be raised, or transactions completed within the necessary
timeframes, which raises 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.
2. 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 2021.
Africa Head Office Total
Six months Six months Six months Six months Six months Six months
ended
ended
ended
ended
ended
ended
30 June 2022
30 June 2021
30 June 2022
30 June
30 June 2022
30 June 2021
2021
$ $ $ $ $ $
Loss by reportable segment 22,076 (65,611) 500,051 105,069 522,127 39,458
Total assets by reportable segment (1) 29,592,742 27,954,857 79,840 135,531 29,672,582 28,090,388
Total liabilities by reportable segment (2) (1,359,118) (2,384,500) (318,615) (1,797,928) (1,677,733) (4,182,428)
(1) Carrying amounts of segment assets exclude investments in subsidiaries.
(2) Carrying amounts of segment liabilities exclude intra-group financing.
3. Loss per ordinary share
Basic & Diluted
30 June 2022 31 December 2021
(unaudited)
(audited)
$ $
(Loss) / profit for the period (522,127) 47,299
Weighted average number of ordinary shares in issue during the period 1,857,595,225 1,865,280,160
Dilutive effect of share options outstanding - 35,416,521
Fully diluted average number of ordinary shares during the period 1,857,595,225 1,900,696,681
(Loss) / profit per share (USc) (0.03c) 0.00c
4. Intangible Exploration and Evaluation (E&E) assets
Exploration and evaluation assets Goodwill Total
Period-ended 30 June 2022 $ $ $
Cost
At 1 January 2022 100,788,853 8,023,292 108,812,145
Additions during the period 786,143 - 786,143
At 30 June 2022 101,574,996 8,023,292 109,598,288
Amortisation and impairment
At 1 January 2022 (72,008,462) (8,023,292) (80,031,754)
At 1 January and 30 June 2022 (72,008,462) (8,023,292) (80,031,754)
Net book value
At 30 June 2022 29,566,534 - 29,566,534
At 31 December 2021 28,780,391 - 28,780,391
In accordance with the Group's accounting policies and IFRS 6 the Directors'
have reviewed each of the exploration license areas for indications of
impairment. Having done so, based on the financial constraints on the Group,
and specific issues associated with each license it was concluded that a full
ongoing impairment was only necessary in the case of the Zambian licenses 40
and 41, the circumstances of which have not changed since previous reporting
period.
The additions during the period represent Cameroon $618k (2021: $587k), $54k
in South Africa (2021: $197k) and $115k in Namibia (2021: $77k). The focus of
the Group's activities during this period has been on preparing for and
acquiring inventory and services with respect to the anticipated drilling of
the Njonji-3 appraisal well alongside ongoing subsurface evaluation in
Namibia.
5. Trade and other receivables
30 June 2022 31 December 2021
(unaudited)
(audited)
$ $
Trade and other receivables 10,966 8,239
Trade and other receivables comprise prepaid expenditures.
6. Trade and other payables
30 June 2022 31 December 2021
(unaudited)
(audited)
$ $
Trade and other payables 289,950 272,627
Work programme-related accruals 1,191,825 1,847,575
Other accruals 128,583 144,160
VAT payable 19,393 71,974
1,629,751 2,336,336
The future ability of the Group to recover UK VAT has been confirmed by the
Upper Tier Tribunal in its judgement in favour of the Company on 20 May 2021
and is no longer the subject of a dispute with HMRC.
Work programme-related accruals of $1.2 million (2021: $1.8 million) comprise
$422k with respect to Cameroon (2021: $1.1 million) and $769k with respect to
South Africa (2021: $723k).
7. Borrowings
Group
30 June 2022 31 December 2021
(unaudited)
(audited)
$ $
Principal balance at beginning of period 59,532 1,338,726
Amounts drawn down during the period - -
Amounts repaid during the period (6,433) (1,278,451)
Currency revaluations at year end (5,695) (743)
Principal balance at end of period 47,404 59,532
Financing costs at beginning of year 818 (7,026)
Changes to financing costs during the year - 47,383
Interest expense 510 99,997
Interest paid (676) (139,516)
Currency revaluations at year end (74) (20)
Financing costs at the end of the year 577 818
Carrying amount at end of period 47,982 60,349
Current 12,357 13,801
Non-current 35,625 46,548
Repayment dates Group
30 June 2021 31 December 2020
(unaudited)
(audited)
$ $
Due within 1 year 12,357 13,801
Due within years 2-5 35,625 46,548
Due in more than 5 years - -
47,982 60,349
During the period, the Group and Company entered into no new facilities (2021:
$nil).
On 21 January 2021, the Company repaid in full the $500k loan facility with
Shard Merchant Capital Ltd. The terms of the Shard Facility included the issue
of 31,446,541 attached three-year warrants at a strike price of 0.6 pence and
5,761,198 shares to pre-pay interest charged at 12% per annum. The loan was
secured by a fixed and floating charge over the Company's assets in favour of
Shard Merchant Capital Ltd. The repayment of the loan included facility
transaction costs of $35k.
On 4 March 2021, the Pegasus Petroleum Limited loan facility, to which Jeremy
Asher is a controlling party, was extended to the end of November 2021.
Consideration for the extension comprised an increase in the production-based
payments, the amount depending on whether the loan would be repaid by 15 July
or only in November 2021. Additionally, simple interest would accrue at 12%
per annum pro rata, commencing on 4 March 2021, and would only be paid at the
end of the facility period. The 15 July date was subsequently extended to 20
August 2021, with the production-based payments effectively limited to 3.75%
of the Contractor share of revenues from the production sharing contract, net
of the Government share and net of all Petroleum Taxes, and the facility was
fully repaid on 20 August 2021.
8. Share capital
30 June 2022 31 December 2021
(unaudited)
(audited)
$ $
Authorised, called up, allotted and fully paid
2,686,095,669 (2021: 2,109,172,592) ordinary shares of 0.001p 18,272,712 18,264,803
The share capital issues during the period are summarised below:
Number of shares Share capital at nominal value Share premium
Ordinary shares $ $
At 1 January 2022 2,109,172,592 18,264,803 148,747,595
Shares issued for cash 576,923,077 7,909 2,048,242
Share issue costs - - (179,721)
At 30 June 2022 2,686,095,669 18,272,712 150,616,116
9. Share-based payments
In the Statement of Comprehensive Income the Group recognised the following 30 June 2022 31 December 2021
charge in respect of its share-based payment plan:
(unaudited)
(audited)
$ $
Share-based payment charges incurred on incentivisation of staff included (158,101) (153,039)
within administrative expenses
Share-based payment charges incurred on incentivisation of consultants (34,417) (11,066)
included within administrative expenses
Share-based payment charges recharged to subsidiary undertakings on (14,861) (42,116)
incentivisation of staff and consultants
Share-based payment charges incurred on shares issued for cash (30,995) -
(238,374) (206,221)
Share-based payment charges incurred on issue of options and warrants as part - (28,183)
of loan financing facilities included within finance expense
Total share-based payment plan charges for the period (238,374) (234,404)
Options
Details of share options outstanding at 30 June 2022 are as follows:
Number in issue
At 1 January 2022 244,000,000
Awarded during the period -
Lapsed during the period -
At 30 June 2022 244,000,000
Date of grant Number in issue Option price (p) Latest exercise date
24 Jan 19 70,000,000 1.250 24 Jan 24
18 Dec 20 86,000,000 0.450 18 Dec 25
01 Apr 21 88,000,000 0.450 01 Apr 26
244,000,000
These options vest in the beneficiaries in equal tranches on the first, second
and third anniversaries of grant.
Warrants
Details of warrants outstanding at 30 June 2022 are as follows:
Number in issue
At 1 January 2022 806,635,644
Awarded during the period 44,239,618
Lapsed during the period (92,212,000)
At 30 June 2022 758,663,262
Date of grant Number in issue Warrant price (p) Latest exercise date
09 Nov 17 31,853,761 1.000 09 Nov 22
01 Jan 18 2,542,372 1.000 01 Jan 23
01 Apr 18 2,083,333 1.500 01 Apr 23
01 Jul 18 2,272,726 1.780 30 Jun 23
01 Oct 18 4,687,500 1.575 30 Sep 23
24 Jan 19 19,999,999 1.200 23 Jan 24
16 Apr 19 90,000,000 1.000 14 Apr 24
30 Jun 19 4,285,714 1.000 28 Jun 24
30 Jul 19 3,000,000 1.000 28 Jul 24
15 Oct 19 191,365,084 1.000 13 Oct 24
31 Mar 20 49,816,850 0.200 30 Mar 25
29 Jun 20 19,719,338 0.350 28 Jun 25
28 Aug 20 78,616,352 0.600 28 Aug 23
01 Oct 20 10,960,907 0.390 30 Sep 25
01 Dec 20 4,930,083 0.375 30 Nov 25
31 Dec 20 12,116,316 0.450 30 Dec 25
01 Apr 21 16,998,267 0.450 31 Mar 26
01 Jul 21 24,736,149 0.250 30 Jun 26
14 Jan 21 128,205,128 0.650 14 Jan 23
01 Oct 21 16,233,765 0.425 30 Sep 26
01 Jan 22 17,329,020 0.425 01 Jan 27
13 Jan 22 7,058,824 0.425 12 Jan 27
01 Apr 22 19,851,774 0.263 01 Apr 27
758,663,262
10. Subsequent events
1 July 2022: Issue of warrants in lieu of £30,000 (in aggregate) of Directors
fees to Paula Brancato (3,366,248 warrants), Mark Enfield (3,366,248
warrants), and Jeremy Asher (6,732,496 warrants) in settlement of fees due for
the period from 1 July 2022 to 30 September 2022. The warrants are exercisable
at a strike price of 0.295 pence, which is the same as the closing share price
of 0.295 pence per share on 30 June 2022. The warrants are exercisable for a
period of 5 years from the date of issue.
2 August 2022: Placing and subscription for approximately 857,142,286 new
ordinary shares of 0.001 pence each raising gross proceeds of £1,499,999 at a
price of 0.175 pence per Placing Share. The Company also issued a broker
warrant in favour of Novum granting it the right to acquire 10,588,228
ordinary shares for a period of two years at a price of 0.425p per share.
While the financing discussions in respect of the NJOM-3 well are concluded,
the funds have been raised in preparation for the drilling of the NJOM-3 well,
including payments on account of services associated with the well, and for
working capital purposes via the Placing and subscription. A small portion of
the funds raised will also be used to advance the Company's other 2022 work
programs in Namibia and South Africa, including the basin modelling work
currently underway on the Company's Namibian license PEL 96.
16 August 2022: Grant of Options under Annual Long Term Incentive Plan over a
total of 148 million new ordinary shares in the capital of the Company were
awarded at an exercise price of 0.30 pence per ordinary share, being a premium
of 48% over the closing price of the Shares on that day. The Options will vest
in three equal tranches being 12, 24 and 36 months respectively after issue
and will expire, if not previously exercised, on the fifth anniversary of
their issue, and will be governed by the terms of the Company's existing share
option scheme. The award of options under the Long-Term Incentive plan is an
annual event, which normally takes place in the first quarter of each year,
but was delayed in 2022 due to a closed period and other factors.
30 August 2022: Issue of 11,200,000 Ordinary shares in the Company to Bedrock
Drilling Ltd on 27 August 2022 in lieu of fees to the value of £25,200. The
Company has issued shares in lieu of fees on previous occasions to Bedrock
Drilling, which provides well project management, well engineering services
and drilling consultancy services to Tower's operations on the Thali block,
offshore Cameroon, both to reduce cash costs and above all to align long term
incentives with our well management team.
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