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REG - Tower Resources PLC - Interim Results to 30 June 2024

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RNS Number : 1627G  Tower Resources PLC  30 September 2024

30 September 2024

Tower Resources plc

("Tower" or the "Company")

Interim Results to 30 June 2024

 

Tower Resources plc (AIM: TRP), the Africa-focused energy company, announces
its Interim Results for the six months ended 30 June 2024.

 

Key Highlights including Post-Reporting Period Events

30 September 2024: Cameroon - farm-out proposal received

§ Receipt of a proposal to finance the NJOM-3 well via farm-out of a minority
interest in the PSC to a substantial upstream company with existing
production, which the Company is in the process of reviewing.

2 August 2024: Namibia - technical update in respect of the Company's PEL 96
license

§ Extension of the Initial Exploration Period of PEL 96 to 31 October 2024
and invitation to apply to enter the First Renewal Period of PEL 96, for a
period of 2-3 further years.

§ Agreement to defer the Company's commitment to acquire 1,000 square
kilometres ("km(2)") of new 3D seismic data to the First Renewal Period.

§ Continuing work on the evaluation of large stratigraphic and structural
leads and prospects.

§ Plan to reprocess the previously acquired 2D seismic data over large areas
of the license.

8 February 2024: Cameroon - Extension of the First Exploration Period of the
Thali PSC to 4 February 2025

 

Other Highlights and Post-Reporting period Events

§ 13 August 2024 - Issue of 71.4 million 5-year warrants at a strike price of
0.018p per share in lieu of Directors fees to Ms Stacey Kivel in respect of
the period July-September 2024;

§ 1 July 2024 - Issue of 357.1 million 5-year warrants at a strike price of
0.018p per share in lieu of £30,000 (in aggregate) of Directors fees in
respect of the period July-September 2024;

§ June 2024 - A subscription for 1,195,652,174 new ordinary shares at 0.0115p
per share to raise £137,500 (gross) by the Company's Chairman and CEO, Jeremy
Asher and another investor;

§ May 2024 - Borr Drilling Limited ("Borr") advised it had extended the
commitment of the Norve jack-up rig to BW Energy to October 2024. Tower
advised it was continuing to work with Borr on timing;

§ February 2024 - Annual award of 5-year share options over 1,182,000,000 new
ordinary shares under the Long Term Incentive Plan ("LTIP"), at an exercise
price of 0.018p per share, vesting in three equal tranches over 12, 24 and 36
months;

§ February 2024 - The Company received notice that the third of its appeals
to the First-Tier Tax Tribunal had been successful, resulting in a release of
the remaining VAT provision and the receipt of remaining receivables;

§ February 2024 - The Company reached an agreement for the repayment of the
outstanding balance owed to EECP, in accordance with the terms of the
Investment Deed announced on 16 January 2023 (the "Investment Deed"). In
addition, the Company also announced a Subscription to raise £600,000 via the
issue of 3,333,333,333 shares at a price of 0.018 pence per share;

§ February 2024 - Share issuance in accordance with the terms of the
Investment Deed with EECP, of 396,825,397 shares at a price of 0.021p per
share for a settlement amount of US$105,000 which had been prepaid by EECP;

§ January 2024 - Issue of 350.9 million 5-year warrants at a strike price of
0.03p per share in lieu of £60,000 (in aggregate) of Directors fees in
respect of the period January-June 2024, to conserve the Company's working
capital;

§ January 2024 - Share issuance in accordance with the terms of the
Investment Deed with EECP of 440,567,445 shares at a price of 0.0225p per
share for a settlement amount of US$125,000 which had been prepaid by EECP.

 

A copy of the Company's interim results will be made available shortly on the
Company's website.

 

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

 Axis Capital Markets Limited         +44 0203 026 2689

Joint Broker

 Ben Tadd

 BlytheRay                            +44 20 7138 3204

 Financial PR

 Tim Blythe

 Megan Ray

 

 

 

 

CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT FOR THE SIX MONTHS ENDED 30
JUNE 2024

Dear Shareholder,

The first half of 2024 has seen positive developments across all of our
licenses, and we believe we are now close to finalising the financing for the
NJOM-3 well in Cameroon.

Cameroon

In February we announced the Government's decision to extend the initial
exploration period of our Thali license to February 2025 - which was to allow
for the uncertainty over the timing of availability of the Borr rig we had
contracted. In fact, that rig was delayed for operational reasons, but there
are now more rig alternatives available to us. We are now targeting to spud
the well early in 2025, and our focus has been concluding asset-level
financing for the well.

We have now received a proposal for financing of NJOM-3 via a farm-out of a
minority position, from a substantial upstream company with existing
production. We are in discussions with this party about the details of their
proposal, however we can say that, provided discussions conclude positively,
this proposal should provide sufficient funds to drill the NJOM-3 well - we
had received a draft proposal from another party last year, but only for a
portion of the funds required. While there are multiple other parties who have
expressed interest in partnering with us, there are two other parties in
particular who have undertaken substantial due diligence on the project over
the past few months, and we are also expecting a proposal from at least one of
these companies. Our intention is to conclude a transaction as soon as
possible.

We also have two parallel sets of bank discussions underway with multiple
banks, one for longer term development financing of the next three wells we
have planned for the Njonji structure; and one for short term development,
which would supplement a farm-out to finance putting NJOM-3 into production
earlier, while still working on the next three wells. We are keeping an open
mind on these options, and discussing them in detail with both our banks and
prospective farm-out partners. We expect to reach a conclusion on this
short-term production option and bank financing in the coming months, before
drilling the well.

We will update investors as soon as we have concluded definitive agreements,
but until then we will not be discussing the details of the proposals that we
have received, or may receive, as these are confidential to the parties. While
we are now very confident of achieving a positive funding result, there can be
no guarantees until we have signed definitive agreements.

Namibia

In Namibia, we spent the first six months of 2024 analysing more than 20,000
kms of 2D seismic data that we hold over the PEL96 license area, to identify
the most promising structures along the likely oil migration paths identified
by our basin modelling and the oil seep analysis. We reviewed both the simple
anticlines which had been the focus of much previous work, and also the types
of stratigraphic traps which have been so rewarding in the Orange Basin. As we
explained to our partners and the Ministry of Mines and Energy, we identified
a number of very promising and very large potential structures which we would
like to investigate further. However, there are interesting structures in
several areas of what is a very large license area, covering nearly 24,000 kms
at present, and therefore we cannot acquire new 3D seismic data over all of
them. We therefore agreed with our partners and the Ministry that we should
reprocess some of the existing 2D data in order to support our decision over
which structures to focus on going forward. We expect the reprocessing work to
be completed probably in the middle of 2025, with interpretation to follow,
which could allow 3D seismic data acquisition in 2026. This fits well with
what we understand other parties are considering to do in the area, and
therefore seems consistent with the possibility of acquiring this data on a
multi-client basis to reduce its cost.

The MME supports this approach, and as a result we were able to announce on 2
August 2024 the Ministry's agreement to defer the 3D seismic acquisition to
the First Renewal Period of the PEL96 license, which is due to begin at the
end of October 2024 and will last for 2-3 years. By the end of October 2024,
we will also provide to the Ministry the details of the acreage (covering 50%
of the current license area) which we propose to relinquish as we move into
the First Renewal Period. We have identified this area and are awaiting our
partners' formal approval before submitting this. We have also received
initial indications of the cost and timetable for the reprocessing, which are
within the budgets we have discussed with both our partners and the Ministry.

We are not formally seeking to farm out our license interest in Namibia, as we
consider it somewhat premature given the current stage of work. However, we
have received unsolicited interest in the license and are sharing data with
parties who wish to discuss it with us even at this early stage.

South Africa

In South Africa, as we noted in our Annual Report dated 31 May 2024, the
Company and the operator, New Age Energy Algoa (Pty) Ltd ("NewAge"), have been
in discussions for some time now with a potential partner for our Algoa
Gamtoos license. The farm-out process, which has been underway for some time,
has been seeking financing at least for the current phase of 3D seismic data
acquisition over our 1.4 billion barrel deep-water slope and floor fan leads,
and some repayment of back costs. This has now reached the stage where draft
documents are being prepared. When, as in this case, a large part of the
proposals being discussed relate to the funding of forward commitments that
are still some way in the future - in this case, probably in 2026 - the
details became central to the agreement. For this reason, the drafting of
documents is a critical step forward in the process, as it allows these
details to be addressed by all parties, but for the same reason there is also
no certainty yet that a final agreement will be reached.

Corporate

In addition to our operational progress, we were also very pleased to see the
final resolution of the outstanding VAT appeals in our favour, which has
removed an uncertainty from our accounts and also removed a significant drain
on management time. We also made the decision to prepay the balance of the
EECP facility, which has simplified our balance sheet. We have continued to
keep costs under tight control, as our interim accounts show.

We are also delighted to welcome Ms Stacey Kivel to the board of directors,
and to see Mr Mark Enfield increase his time commitment to the Company, as an
executive director, as announced on 2 August 2024.

In summary, we believe that we are now close to completing the financing for
the NJOM-3 well in Cameroon, and remain on track to spud the well in early
2025. We are also excited by the work we are undertaking on PEL96 in Namibia,
and gratified by the external interest in this license despite its early
stage. Additionally, we are also hoping that the discussions we and the
operator NewAge are having regarding the Algoa-Gamtoos license in South Africa
will enable us to move forward in acquiring 3D seismic data over our Outeniqua
basin leads in 2026.

 

 

Jeremy
Asher

Chairman and Chief Executive

29 September 2024

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

                                                   Six months ended      Six months ended

30 June 2024
30 June 2023

(unaudited)
(unaudited)
                                             Note  $                     $
 Revenue                                           -                     -
 Cost of sales                                     -                     -
 Gross profit                                      -                     -
 Administrative expenses                           (447,757)             (330,787)
 Group operating loss                        4     (447,757)             (330,787)
 Finance income                                    41,812                3,432
 Finance expense                             5     (1,344)               (203,425)
 Loss for the period before taxation               (407,289)             (530,780)
 Taxation                                          -                     -
 Loss for the period after taxation                (407,289)             (530,780)
 Other comprehensive income                        -                     -
 Total comprehensive expense for the period        (407,289)             (530,780)

 Basic loss per share (USc)                  3     (0.00c)               (0.01c)
 Diluted loss per share (USc)                3     (0.00c)               (0.01c)

 
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

                                              30 June 2024   31 December 2023

(unaudited)
(audited)
                                        Note                 $
 Non-current assets
 Exploration and evaluation assets      6     35,792,753     34,770,924
                                              35,792,753     34,770,924
 Current assets
 Trade and other receivables            7     55,647         1,420,325
 Cash and cash equivalents                    337,489        20,633
                                              393,136        1,440,958
 Total assets                                 36,185,889     36,211,882
 Current liabilities
 Trade and other payables               8     1,869,079      2,832,127
 Provision for liabilities and charges
 Borrowings                             9     12,761         12,867
                                              1,881,840      2,844,994
 Non-current liabilities
 Borrowings                             9     11,630         18,098
                                              11,630         18,098
 Total liabilities                            1,893,470      2,863,092
 Net assets                                   34,292,419     33,348,790
 Equity
 Share capital                          10    18,462,361     18,394,680
 Share premium                          10    157,174,296    156,166,470
 Retained losses                              (141,344,238)  (141,212,360)
 Total shareholders' equity                   34,292,419     33,348,790

 

Signed on behalf of the Board of Directors

 

Jeremy Asher

Chairman and Chief Executive

29 September 2024

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

                                                  Share       Share        (1) Share-based  Retained       Total

capital
premium
payments
losses

reserve
                                                  $           $            $                $              $
 At 1 January 2023                                18,283,317  152,336,303  2,508,230        (143,764,531)  29,363,319
 Shares issued for cash                           59,491      3,137,600    -                -              3,197,091
 Shares issued on settlement of third-party fees  1,279       196,917      -                -              198,196
 Share issue costs                                -           (612,838)    -                -              (612,838)
 Total comprehensive income for the period        -           -            310,850          (530,780)      (219,930)
 At 30 June 2023                                  18,344,087  155,057,982  2,819,080        (144,295,311)  31,925,838
 Shares issued for cash                           37,969      721,430      -                -              759,399
 Shares issued on settlement of third-party fees  12,624      101,676      -                -              114,300
 Share issue costs                                -           285,382      -                -              285,382
 Total comprehensive expense for the period       -           -            187,287          76,584         263,871
 At 31 December 2023                              18,394,680  156,166,470  3,006,367        (144,218,727)  33,348,790
 Shares issued for cash                           57,085      871,198      -                -              928,284
 Shares issued on settlement of third-party fees  10,596      220,311      -                -              230,907
 Shares issue costs                               -           (83,683)     -                -              (83,683)
 Total comprehensive income for the period        -           -            275,409          (407,289)      (131,880)
 At 30 June 2024                                  18,462,361  157,174,296  3,281,776        (144,626,016)  34,292,419

(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 2024
30 June 2023

(unaudited)
(unaudited)
                                                                        Note  $                 $
 Cash outflow from operating activities
 Group operating loss for the period                                          (447,755)         (520,416)
 Share-based payments                                                   11    275,409           238,374
 Finance costs                                                                40,468            (1,201)
 Operating cash flow before changes in working capital                        (131,878)         (283,243)
 Increase in receivables and prepayments                                      1,364,678         (2,727)
 Decrease in trade and other payables                                         (963,048)         (706,585)
 Decrease in provisions                                                       -                 -
 Cash used in operating activities                                            269,752           (992,555)
 Investing activities
 Exploration and evaluation costs                                       6     (1,021,829)       (786,143)
 Net cash used in investing activities                                        (1,021,829)       (786,143)
 Financing activities
 Cash proceeds from issue of ordinary share capital net of issue costs  10    1,075,507         1,876,430
 Repayment of borrowing facilities                                            (6,317)           (6,431)
 Repayment of interest on borrowing facilities                                (87)              (676)
 Effects of foreign currency movements on borrowing facilities                (171)             (5,769)
 Net cash from financing activities                                           1,068,933         1,863,553
 Increase in cash and cash equivalents                                        316,856           84,855
 Cash and cash equivalents at beginning of period                             20,633            10,227
 Cash and cash equivalents at end of period                                   337,489           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
2024 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 2023 and those to be used for the year ending 31 December
2024. The comparative figures for the half year ended 30 June 2023 are
unaudited. The comparative figures for the year ended 31 December 2023 are not
the Company's full statutory accounts but have been extracted from the
financial statements for the year ended 31 December 2023 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 2024.

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 2023.

 

                                                                             Africa                                                 Head Office                   Total
                                                                             Six months                              Six months     Six months     Six months     Six months     Six months

ended
ended
ended
ended
ended
ended

30 June 2024
30 June 2023
30 June 2024
30 June 2023
30 June 2024
30 June 2023
                                                                             $                                       $              $              $              $              $
 Profit / (loss) by reportable segment                                       542,095                                 11,767         (134,806)      519,013        407,289        530,780
 Total assets by reportable segment (1)                                      35,253,064                              33,068,508     932,825        880,969        36,185,889     33,949,477
 Total liabilities by reportable segment (2)                                 (1,753,871)                             (244,749)      (139,599)      (1,778,890)    (1,893,470)    (2,023,639)

 (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 2024    30 June 2023   31 December 2023

(unaudited)
(unaudited)
(audited)
                                                                          $               $              $
 Loss for the period                                                      (407,289)       (530,780)      (454,196)
 Weighted average number of ordinary shares in issue during the period    15,856,465,652  4,542,559,293  6,405,097,403
 Dilutive effect of share options outstanding                             -               -              -
 Fully diluted average number of ordinary shares during the period        15,856,465,652  4,542,559,293  6,405,097,403
 (Loss) / profit per share (USc)                                          0.00c           (0.01c)        (0.01c)

 

 

 

4.   Group operating loss

 Loss from operations is stated after charging:
                                                     30 June 2024  30 June 2023

(unaudited)
(unaudited)
                                                     $             $
 Share-based payment charges                         (212,306)     (294,125)

 

5.   Finance costs

                30 June 2024  30 June 2023

(unaudited)
(unaudited)
                $             $
 Finance costs  (1,344)       (203,425)

Finance costs include $nil (2023: $201k) with respect to fees incurred on the
Energy Exploration Capital Partners LLC prepaid placement facility (see note
8).

 

6.   Intangible Exploration and Evaluation (E&E) assets

                                Exploration and evaluation assets  Goodwill     Total
 Period-ended 30 June 2024      $                                  $            $
 Cost
 At 1 January 2023              106,779,386                        8,023,292    114,802,678
 Additions during the period    1,021,829                          -            1,021,829
 At 30 June 2024                107,801,215                        8,023,292    115,824,507
 Amortisation and impairment
 At 1 January 2023              (72,008,462)                       (8,023,292)  (80,031,754)
 At 1 January and 30 June 2024  (72,008,462)                       (8,023,292)  (80,031,754)
 Net book value
 At 30 June 2024                35,792,753                         -            35,792,753
 At 31 December 2023            34,770,924                         -            34,770,924

 

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, and have concluded that no further impairment provisions are
required at this time.

The additions to E&E assets during the period comprise $743k in Cameroon
(2023: $955), $63k in South Africa (2023: $69k) and $215k in Namibia (2023:
$80k). The focus of the Group's activities during this period has been on
preparing for and acquiring and maintaining inventory and services with
respect to the anticipated drilling of the Njonji-3 appraisal well, alongside
ongoing subsurface evaluation in Namibia. The Directors anticipate a
significant step-up in E&E asset additions during the second half of 2024.

7.   Trade and other receivables

                              30 June 2024  31 December 2023

(unaudited)
(audited)
                              $             2
 Trade and other receivables  55,647        1,420,325

 

Trade and other receivables comprise prepaid expenditures.

 

8.   Trade and other payables

                                  30 June 2024  31 December 2023

(unaudited)
(audited)
                                  $             $
 Trade and other payables         227,524       1,049,366
 Work programme-related accruals  1,553,132     1,499,529
 Other accruals                   88,423        283,232
                                  1,869,079     2,832,127

 

The future ability of the Group to recover UK VAT had 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 $nil million (2023: $1.0) payable to Energy
Exploration Capital Partners LLC ("EECP") with respect to amounts received
against future share placements.

On 15 February 2024, the Company reached an agreement for the repayment of the
outstanding balance owed to Energy EECP, in accordance with the terms of the
investment deed announced to the market on 16 January 2023. At the date of
repayment, $485k was owed to EECP (including charges of $35k), all of which
was settled in cash.

9.   Borrowings

                                             Group
                                             30 June 2024  31 December 2023

(unaudited)
(audited)
                                             $             $
 Principal balance at beginning of period    30,728        41,088
 Amounts drawn down during the period        -             -
 Amounts repaid during the period            (6,317)       (12,465)
 Currency revaluations at year end           (169)         2,105
 Principal balance at end of period          24,242        30,728

 Financing costs at beginning of year        237           442
 Changes to financing costs during the year  -             -
 Interest expense                            262           696
 Interest paid                               (349)         (921)
 Currency revaluations at year end           (1)           20
 Financing costs at the end of the year      150           237

 Carrying amount at end of period            24,390        30,965
 Current                                     12,761        12,867
 Non-current                                 11,630        18,098

 Repayment dates                             Group
                                             30 June 2024  31 December 2023

(unaudited)
(audited)
                                             $             $
 Due within 1 year                           12,761        12,867
 Due within years 2-5                        11,630        18,098
 Due in more than 5 years                    -             -
                                             24,390        30,965

 

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 (2023: $nil).

 

10.  Share capital

                                                                     30 June 2024  31 December 2023

(unaudited)
(audited)
                                                                     $             $
 Authorised, called up, allotted and fully paid
 17,833,837,424 (2023: 8,443,981,022) ordinary shares of 0.001p      18,462,361    18,394,680

 

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 2024                                   12,467,459,075    18,394,680                      156,166,470
  Shares issued for cash                              4,528,985,507     57,085                          871,198
  Shares issued on settlement of third party fees     837,392,842       10,596                          220,311
  Shares issued on settlement of staff remuneration   -                 -                               -
  Share issue costs                                   -                 -                               (83,683)
  At 30 June 2024                                     17,833,837,424    18,462,361                      157,174,296

 

 

11.  Share-based payments

Options

Details of share options outstanding at 30 June 2024 are as follows:

                                    Number in issue
 At 1 January 2024                  688,000,000
 Awarded during the period          1,182,000,000
 Lapsed during the period           (70,000,000)
 At 30 June 2024                    1,800,000,000

 

 Date of grant  Number in issue  Option price (p)  Latest exercise date
 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      296,000,000      0.100             15 May 28
 15 Feb 24      1,182,000,000    0.018             14 Feb 29
                1,800,000,000

 

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 2024 are as follows:

                                    Number in issue
 At 1 January 2022                  983,333,174
 Awarded during the period          935,739,345
 Lapsed during the period           (177,589,566)
 At 30 June 2022                    1,741,482,953

 

 Date of grant  Number in issue  Warrant price (p)  Latest           exercise date
 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
 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
 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
 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
 15 Feb 24      140,000,000      0.018              15 Feb 27
 01 Jul 24      357,142,855      0.018              01 Jul 27
                1,741,482,953

 

 

 

12.  Subsequent events

 

July 2024:

Issue of 357.1 million warrants in lieu of £30,000 (in aggregate) of
Directors fees in respect of the period July-September 2024, to conserve the
Company's working capital. The warrants are exercisable at a strike price of
0.018 pence per share. The warrants are exercisable for a period of five years
from the date of issue.

 

August 2024:

Namibia technical update in respect of the Company's PEL 96 license, offshore
Nambia:

 

·      Tower has been notified by the Namibian Ministry of Mines and
Energy ("MME") of its agreement to the extension of the Initial Exploration
Period of PEL 96 to October 31, 2024 and has invited the Company to apply to
enter the First Renewal Period of PEL 96, for a period of 2-3 further years.

 

·      The remaining work commitment for the Initial Exploration Period
is already substantially complete, and the MME has also agreed to defer the
Company's commitment to acquire 1,000 square kilometres of new 3D seismic data
to the First Renewal Period.

 

·      The Company is continuing to work on the evaluation of large
stratigraphic and structural leads and prospects and plans to reprocess the
previously acquired 2D seismic data over large areas of the license both in
the remainder of the Initial Exploration Period and in the First Renewal
Period.

 

13 August 2024:

Issue of 71.4 million warrants in lieu of Directors fees to Ms Stacey Kivel in
respect of the period July-September 2024, to conserve the Company's working
capital. The warrants are exercisable at a strike price of 0.018 pence per
share. The warrants are exercisable for a period of five years from the date
of issue.

 

 

 

 

 

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