REG - Tower Resources PLC - Interim Results to 30 June 2023
29/09/2023 07:00
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RNS Number : 0669O Tower Resources PLC 29 September 2023
29 September 2023
Tower Resources plc
Interim Results to 30 June 2023
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM-listed
oil and gas company with a focus on Africa, announces its Interim Results for
the six months ended 30 June 2023.
HIGHLIGHTS
§ January 2023 - Institutional placing for up to $6 million via a Facility
Agreement with Energy Exploration Capital Partners LLC ("EECP") to initially
raise $1.25 million. The facility provides for further convertible advances of
up to $4.75 million subject to certain conditions;
§ March 2023 - Share issuance in accordance with the terms of the investment
deed with EEPC, of 102,543,067 new ordinary shares of 0.001 pence each. The
purchase price of 0.12 pence (0.15¢) per Ordinary Share for the settlement
amount of $150,000 had been prepaid by EEPC as part of the January 2023
advance;
§ April 2023 - Cameroon operational update covering:
o An application to Minister of Mines, Industry and Technological
Development ("MINMIDT") for a one-year extension of the initial exploration
period of the Thali PSC;
o Discussions with rig owners and operators to secure rig availability to
drill at NJOM-3;
o Potential financing via a term loan of approximately $7 million with BGFI
Bank Group ("BGFI") and asset-level financing with other parties;
o Revised resource estimates and risks for the reservoirs connected to the
NJOM-1 and the NJOM2 discovery wells, increasing total risked pMean
prospective resources to 35.4 million barrels ("bbls");
o The deployment of Paradise® software to conduct detailed attribute
analysis of the reprocessed 3D seismic data, identifying and adding further
confidence to the oil and gas fluid content of target reservoirs in the
Njonji-1 and Njonji-2 fault blocks.
§ May 2023 - Placing and subscription of 4,600,000,000 new ordinary shares at
0.05p to raise £2.3 million (gross) with the Company's Chairman and CEO,
Jeremy Asher, subscribing for 100,000,000 new Ordinary Shares in the Placing
for £50,000;
§ June 2023 - Namibia technical update on basin modelling work undertaken
across offshore blocks 1910A, 1911 and 1912B of the PEL96 License. The results
highlighted the potential oil-prone sources and migration pathways for oil
charge across multiple prospects as well as the potential for stratigraphic
traps in the Dolphin Graben.
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
Kasia Brzozowska
Novum Securities Ltd +44 20 7399 9400
Joint Broker
Jon Bellis
Colin Rowbury
Axis Capital Markets Limited +44 0203 026 2689
Joint Broker
Richard Hutchison
Panmure Gordon (UK) Limited +44 20 7886 2500
Joint Broker
John Prior
Hugh Rich
+44 20 7138 3204
BlytheRay
Financial PR
Tim Blythe
Megan Ray
CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT FOR THE SIX MONTHS ENDED 30
JUNE 2023
Dear Shareholder,
We have made considerable progress towards drilling the NJOM-3 well in
Cameroon, and also with our preparations for acquisition of 3D seismic data in
Namibia. I had hoped we would already be able to announce the rig contract for
NJOM-3 by the end of this quarter, however, we are currently at a very
advanced stage of negotiations on the rig contract and so we hope this will be
concluded soon.
Cameroon
In Cameroon, the rig contract is the critical next step in finalising the
timing of the well, and so everything else depends on it and naturally follows
it. The rig contract will still leave a wide operational tolerance for the
well spud date, based on the timing of the current operations which the rig is
undertaking, but it will be a firm commitment between the rig owner and the
Company, providing parameters for the timing and setting periods of notice
required for narrowing the operational tolerance, which in turn allows us time
to call for the other services required for the well and to ensure our other
contracts are aligned with the agreed schedule and notice periods.
We are working with the Ministry of Mines, Industry and Technological
Development ("MINMIDT") on documenting the promised license extension to
reflect the rig contract and especially the operational tolerances that it
will contain. We expect the rig contract to be conditional on the formal
documentation of the license extension, and although it is no longer feasible
to spud the well in 2023, we are still hoping to be able to spud the well in
the first half of 2024.
On the well financing side, our main priority is farm-out (or equivalent)
financing at the asset level. Our objective is still to farm out a minority
share of the license interest, which should provide most or all of the
remaining funding required for the well. The funding requirement was most
recently estimated at $13.4 million, though this estimate is always subject to
change. We are discussing this with multiple parties, and one discussion is
now at a very advanced stage. Any funding agreement will likely depend on the
rig contract and the license extension documentation being completed. We are
also still discussing credit facilities with the local Cameroon banks,
although the difficulties of reconciling their requirements with a farm-out
type of funding agreement have led us to prioritise the farm-out discussions
over the bank discussions for the time being.
While we understand shareholder interest in the progress of all of these
discussions, we would remind shareholders that these discussions are
confidential and sensitive, and therefore we cannot provide further details
until binding agreements are executed - at which point we will update the
market.
Namibia
In Namibia, we completed our basin modelling work and shared it with the
Ministry of Mines and Energy ("MME") and with investors in our technical
update announced on 16 June. We are very pleased with the outcome of that
work, and have already begun the next phases of work - integration of the oil
seep analysis which we commissioned and received over the summer; detailed
analysis of the potential structures and stratigraphic traps along the key oil
migration paths which we have identified; and based on those steps, an updated
prospect and lead inventory leading to the specification of the optimal area
for 3D seismic data acquisition and contractor selection for that work. We
expect to share with investors the integration of the oil seep analysis with
our basin modelling work over the coming weeks, and we also intend to discuss
it with the industry at the Africa Oil Week and Africa Energy Week conferences
in October.
We anticipate the analysis of structures and stratigraphic traps to take at
least six months, as a number of stratigraphic traps (of the type which have
been so successfully drilled in the Orange Basin) need to be reviewed and
mapped in detail to generate updated prospective resource volumes.
In the meantime, we are continuing to discuss both proprietary and
multi-client 3D seismic data acquisition options with various contractors. We
have also applied to the MME for an extension of the initial exploration
period of our license PEL 96, which currently runs to 31 October 2023.
South Africa
In South Africa, the Company and the operator, New Age Energy Algoa (Pty) Ltd
("NewAge"), have continued to discuss the possible schedule for 3D seismic
acquisition over our deep-water Outeniqua basin lead, though we do not
currently believe that it will be feasible to undertake this work before the
first half of 2025. NewAge has also informed us of some continuing interest in
their farm-out process, however, to date there have not been any developments
warranting announcement.
In summary, we believe that we are now close to an agreement on a rig contract
for Thali, which we expect will unlock a number of subsequent steps over the
balance of this year and enable us to drill the NJOM-3 appraisal well in the
first half of 2024; and, in Namibia, we are also building on the very exciting
basin modelling work that we completed during the first half of this year,
which we hope will also yield an updated list of prioritised leads and
volumetrics in the first half of 2024. We will announce the conclusion of
agreements and related documents as they occur.
Jeremy
Asher
Chairman and Chief Executive
29 September 2023
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Six months ended
30 June 2023
30 June 2022
(unaudited)
(unaudited)
Note $ $
Revenue - -
Cost of sales - -
Gross profit - -
Other administrative expenses (330,787) (520,416)
VAT provision - -
Total administrative expenses (330,787) (520,416)
Group operating loss (330,787) (520,416)
Finance income 3,432
Finance expense 4 (203,425) (1,711)
Loss for the period before taxation (530,780) (522,127)
Taxation - -
Loss for the period after taxation (530,780) (522,127)
Other comprehensive income - -
Total comprehensive expense for the period (530,780) (522,127)
Basic loss per share (USc) 3 (0.01c) (0.03c)
Diluted loss per share (USc) 3 (0.01c) (0.03c)
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June 2023 31 December 2022
(unaudited)
(audited)
Note $
Non-current assets
Exploration and evaluation assets 5 32,938,502 31,833,671
32,938,502 31,833,671
Current assets
Trade and other receivables 6 58,807 474,749
Cash and cash equivalents 952,168 231,216
1,010,975 705,965
Total assets 33,949,477 32,539,636
Current liabilities
Trade and other payables 7 1,456,867 2,631,815
Provision for liabilities and charges 529,508 502,972
Borrowings 8 12,848 12,244
1,999,223 3,147,031
Non-current liabilities
Borrowings 8 24,416 29,286
24,416 29,286
Total liabilities 2,023,639 3,176,317
Net assets 31,925,838 29,363,319
Equity
Share capital 9 18,344,086 18,283,317
Share premium 9 155,057,983 152,336,303
Retained losses (141,476,231) (141,256,301)
Total shareholders' equity 31,925,838 29,363,319
Signed on behalf of the Board of Directors
Jeremy Asher
Chairman and Chief Executive
29 September 2023
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share (1) Share-based Retained Total
capital
premium
payments
losses
reserve
$ $ $ $ $
At 1 January 2022 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 - - - - -
Share 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
Shares issued for cash 10,474 1,822,547 - - 1,833,021
Shares issued on settlement of third-party fees 131 29,393 - - 29,524
Share issue costs - (131,753) - - (131,753)
Transfer to retained losses - - (738,615) 738,615 -
Total comprehensive expense for the period - - 124,673 (486,995) (362,322)
At 31 December 2022 18,283,317 152,336,303 2,508,230 (143,764,531) 29,363,319
Shares issued for cash 59,491 3,137,601 - - 3,197,091
Shares issued on settlement of third-party fees 1,279 196,917 - - 198,196
Shares issue costs - (612,838) - - (612,838)
Total comprehensive income for the period - - 310,850 (530,780) (219,930)
At 30 June 2023 18,344,086 155,057,983 2,819,080 (144,295,311) 31,925,838
(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 2023
30 June 2022
(unaudited)
(unaudited)
Note $ $
Cash outflow from operating activities
Group operating (loss) / profit for the period (330,787) (520,416)
Share-based payments 10 310,850 238,374
Finance costs (199,622) (1,201)
Operating cash flow before changes in working capital (219,559) (283,243)
Increase in receivables and prepayments 415,942 (2,727)
Decrease in trade and other payables (1,174,948) (706,585)
Decrease in provisions 26,536 -
Cash used in operating activities (952,029) (992,555)
Investing activities
Exploration and evaluation costs 5 (1,104,831) (786,143)
Net cash used in investing activities (1,104,831) (786,143)
Financing activities
Cash proceeds from issue of ordinary share capital net of issue costs 9 2,782,449 1,876,430
Repayment of borrowing facilities (6,189) (6,431)
Repayment of interest on borrowing facilities (495) (676)
Effects of foreign currency movements on borrowing facilities 2,047 (5,769)
Net cash from financing activities 2,777,812 1,863,553
Increase in cash and cash equivalents 720,952 84,855
Cash and cash equivalents at beginning of period 231,216 10,227
Cash and cash equivalents at end of period 952,168 95,082
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
2023 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 2022 and those to be used for the year ending 31 December
2023. The comparative figures for the half year ended 30 June 2022 are
unaudited. The comparative figures for the year ended 31 December 2022 are not
the Company's full statutory accounts but have been extracted from the
financial statements for the year ended 31 December 2022 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 29
September 2023.
b) Going concern
The Group will need to complete a 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 2022.
Africa Head Office Total
Six months Six months Six months Six months Six months Six months
ended
ended
ended
ended
ended
ended
30 June 2023
30 June 2022
30 June 2023
30 June 2022
30 June 2023
30 June 2022
$ $ $ $ $ $
Loss by reportable segment 11,767 22,076 519,013 500,051 530,780 522,127
Total assets by reportable segment (1) 33,068,508 29,592,742 880,969 79,840 33,949,477 29,672,582
Total liabilities by reportable segment (2) (244,749) (1,359,118) (1,778,890) (318,615) (2,023,639) (1,677,733)
3. Loss per ordinary share
Basic & Diluted
30 June 2023 31 December 2022
(unaudited)
(audited)
$ $
(Loss) / profit for the period (530,780) (1,009,122)
Weighted average number of ordinary shares in issue during the period 4,542,559,293 2,165,197,663
Dilutive effect of share options outstanding - -
Fully diluted average number of ordinary shares during the period 4,542,559,293 2,165,197,663
(Loss) / profit per share (USc) (0.01c) (0.05c)
4. Finance costs
30 June 2023 31 December 202
(unaudited)
(audited)
$ $
Finance costs 203,425 1,711
Finance costs include $201k (2022: $nil) with respect to fees incurred on the
Energy Exploration Capital Partners LLC prepaid placement facility (see note
7).
5. Intangible Exploration and Evaluation (E&E) assets
Exploration and evaluation assets Goodwill Total
Period-ended 30 June 2023 $ $ $
Cost
At 1 January 2023 103,842,133 8,023,292 111,865,425
Additions during the period 1,104,831 - 1,104,831
At 30 June 2023 104,946,964 8,023,292 112,970,256
Amortisation and impairment
At 1 January 2023 (72,008,462) (8,023,292) (80,031,754)
At 1 January and 30 June 2023 (72,008,462) (8,023,292) (80,031,754)
Net book value
At 30 June 2023 32,938,502 - 32,938,502
At 31 December 2022 31,833,671 - 31,833,671
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 $955k (2022: $618k), $69k
in South Africa (2022: $54k) and $80k in Namibia (2022: $115k). 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.
6. Trade and other receivables
30 June 2023 31 December 202
(unaudited)
(audited)
$ 2
Trade and other receivables 58,807 474,749
Trade and other receivables comprise prepaid expenditures.
7. Trade and other payables
30 June 2023 31 December 2022
(unaudited)
(audited)
$ $
Trade and other payables 1,190,046 147,185
Other accruals 266,821 2,484,630
1,456,867 2,631,815
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.
Trade and other payables include $1.1 million (2022: $nil) payable to Energy
Exploration Capital Partners LLC ("EECP") with respect to amounts received
against future share placements.
The placement price of any placing requested by EECP is the average of five
daily volume-weighted average prices selected by EECP during a specified
period immediately prior to the date of any notice to issue Placing Shares,
less an 8% discount, rounded down to the nearest five hundredth of a penny,
and subject to the floor price of 0.1p per share as discussed below.
EECP will be entitled to a long-term hold benefit of a 10% (rather than 8%)
discount to the above-mentioned formula for placing shares if the placing
shares are issued after the first anniversary of the initial investment (13
January 2024). In addition, the Company may benefit from share price
appreciation following issuance of placing shares: if an issuance of shares to
EECP would result in the effective discount to the prevailing market price of
the Company's shares being in excess of 25%, the Placement Price will be
increased by half of such excess.
Further, the Placement Price will be subject to a floor price of 0.1p per
share. If the placement price formula results in a price that is less than the
floor price, the Company may elect not to issue shares and instead opt to
repay the applicable placement amount in cash, with a 9% premium, subject to
EECP's right to receive placing shares at the floor price in lieu of such cash
repayment if it wishes.
The Company may also at any time repay one half of the outstanding balance of
any placing in relation to which placing shares have not yet been issued, with
a 5% premium.
8. Borrowings
Group
30 June 2023 31 December 2022
(unaudited)
(audited)
$ $
Principal balance at beginning of period 41,088 59,532
Amounts drawn down during the period - -
Amounts repaid during the period (6,189) (12,294)
Currency revaluations at year end 2,027 (6,149)
Principal balance at end of period 36,926 41,088
Financing costs at beginning of year 442 818
Changes to financing costs during the year - -
Interest expense 372 925
Interest paid (495) (1,220)
Currency revaluations at year end 20 (81)
Financing costs at the end of the year 339 442
Carrying amount at end of period 37,265 41,530
Current 12,849 12,243
Non-current 24,416 29,286
Repayment dates Group
30 June 2021 31 December 2020
(unaudited)
(audited)
$ $
Due within 1 year 12,849 12,243
Due within years 2-5 24,416 29,285
Due in more than 5 years - -
37,265 41,530
Borrowings represent a £50k Barclays Bounceback Loan drawn in May 2020 and
repayable in installments over a 5-year period. During the period, the Group
and Company entered into no new facilities (2022: $nil).
9. Share capital
30 June 2023 31 December 2022
(unaudited)
(audited)
$ $
Authorised, called up, allotted and fully paid
8,443,981,022 (2022: 3,554,137,955) ordinary shares of 0.001p 18,344,086 18,283,317
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 2023 3,554,437,955 18,283,317 152,336,303
Shares issued for cash 4,784,543,067 59,491 3,137,601
Shares issued on settlement of third-party fees 105,000,000 1,279 196,917
Shares issued on settlement of staff remuneration - - -
Share issue costs - - (612,838)
At 30 June 2023 8,443,981,022 18,344,086 155,057,983
10. Share-based payments
Options
Details of share options outstanding at 30 June 2023 are as follows:
Number in issue
At 1 January 2023 392,000,000
Awarded during the period 268,000,000
Lapsed during the period -
At 30 June 2023 660,000,000
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
16 Aug 22 148,000,000 0.300 16 Aug 27
16 May 23 268,000,000 0.100 15 May 28
660,000,000
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 2023 are as follows:
Number in issue
At 1 January 2023 599,969,023
Awarded during the period 313,240,292
Lapsed during the period (135,103,559)
At 30 June 2023 778,105,756
Date of grant Number in issue Warrant price (p) Latest exercise date
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 10,990,933 0.500 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
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
01 Jul 22 16,831,240 0.295 01 Jul 27
03 Oct 22 26,114,205 0.250 03 Oct 27
01 Aug 22 10,588,228 0.425 31 Jul 24
15 Feb 23 29,114,906 0.175 15 Feb 28
02 May 23 43,053,960 0.143 01 May 28
16 May 23 112,500,000 0.100 16 May 26
30 Jun 23 128,571,426 0.050 30 Jun 28
778,105,756
11. Subsequent events
3 July 2023: Issue of warrants in lieu of £30,000 (in aggregate) of Directors
fees to Paula Brancato (21,428,371 warrants), Mark Enfield (21,428,571
warrants), and Jeremy Asher (42,857,142 warrants) in settlement of fees due
for the period from 1 July 2023 to 30 September 2023. The warrants are
exercisable at a strike price of 0.05 pence, which was the same as the placing
price of the Placing and Subscription that had been announced on 16 May 2023.
The warrants are exercisable for a period of 5 years from the date of issue.
17 July 2023: The Company held its Annual General Meeting, All resolutions
proposed in the notice of meeting were duly passed.
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