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REG - Tower Resources PLC - Interim Results to 30 June 2025

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RNS Number : 3082B  Tower Resources PLC  30 September 2025

 

30 September 2025

 

Tower Resources plc

("Tower" or the "Company")

Interim Results to 30 June 2025

 

Tower Resources plc (AIM: TRP), the Africa-focused energy company, announces
its Interim Results for the six months ended 30 June 2025.

 

Key Highlights

10 January 2025: Transformational Farm-out Agreements for Cameroon and Namibia
Licenses

§ Execution of two farm-out agreements with Prime Global Energies Limited
("Prime") for minority, non-operated interests in its Thali license, offshore
Cameroon, and PEL96 offshore Namibia.

§ Prime will acquire a 42.5% non-operated interest in the Thali license in
exchange for a US$15,000,000 cash contribution towards the Thali work
programme, including drilling of the NJOM-3 well, plus additional payments.

§ Prime will also acquire a 25% non-operated interest in PEL96, offshore
Namibia, for approximately US$2,500,000.

7 March 2025: Namibia and Cameroon Update

§ Tower Resources (Namibia) Limited agreed to purchase an additional 5%
interest in the PEL96 license, offshore Namibia, from its local partner, ZM
Fourteen Investment (Pty) Ltd.

§ Tower Resources Cameroon SA had previously submitted farm-out agreement
documentation and the request for a year's further extension of the First
Exploration Period of the Thali license for approval from the Cameroon
Minister of Mines, Industry and Technological Development ("MINMIDT").

26 March 2025: Bridge Loan

§ Agreement for an unsecured fixed-price convertible bridge loan of £500,000
with Prime Resources Limited with a term of up to 12 months and convertible
into ordinary shares at a fixed conversion price of 0.05588 pence per share.

9 April 2025: Grant of Restricted Shares under Long Term Incentive Plan
("LTIP")

§ The award of 1,540,000,000 Restricted Shares to directors, employees and
consultants vesting at the end of three years under the annual LTIP scheme.

10 June 2025: Letter of Award for Rig Contract in Cameroon

§ Tower Resources Cameroon SA issued a Letter of Award to Advanced Energy
Systems S.A.E ("ADES") for the provision of a jack-up rig to drill the NJOM-3
well on Tower's Thali license in Cameroon.

30 June 2025: Key financial metrics

§ Cash and cash equivalents on hand of $394,025 (2024: $337,489).

§ Operating loss of $1,177,149 (2024: $447,757) reflecting increased staffing
in preparation for drilling in Cameroon, and increase in UK pound/US dollar
exchange rate.

 

Other Highlights and Post-Reporting Period Events

§ 22 January 2025 - Exercise of 271,018,518 Broker Warrants at an exercise
price of 0.027p per share with an exercise cost of £73,175.00.

§ 1 July 2025 - An extension of the Bridge Loan with Prime Resources Limited
by £250,000 to £750,000 under the original loan terms was agreed.

§ 1 September 2025 - A further extension of the Bridge Loan with Prime
Resources Limited by £250,000 to £1,000,000 under the original terms was
agreed.

 

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

 SP Angel Corporate Finance LLP       +44 20 3470 0470

Nominated Adviser and Joint Broker

 Stuart Gledhill

 Jen Clarke

 Novum Securities Ltd                 +44 20 7399 9400

Joint Broker

 Jon Bellis

 Colin Rowbury

 Axis Capital Markets Limited         +44 0203 026 2689

Joint Broker

 Lewis Jones

 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 2025

Dear Shareholder,

I'm pleased to share our interim results for 2025, marking a positive period
for the Company during which we've progressed a number of important
workstreams and advanced our preparation efforts for the potentially
transformational months ahead.

During the first half of 2025 we announced the execution of farm-out
agreements in respect of both our Cameroon and Namibian licenses, and since
that announcement we have been ramping up staff and contractors and
negotiating contracts in anticipation of drilling in Cameroon and further
seismic data acquisition in Namibia. The process of getting government
approvals has taken longer than we would have hoped, and this has somewhat
delayed our operational plans. However, the approval time frames so far are
not unusual and we believe these processes are still on track in both cases.

Cameroon

We have received a copy of the Prime Minister's instruction to the Minister of
Mines, Industry and Technological Development ("MINMIDT") to approve both a
one-year extension to the initial exploration period of our Thali license and
also the farm-out of a 42.5% interest in the license to Prime Global Energies
Limited ("Prime") as we announced in January. Our understanding is that the
President has also approved this and the instruction is now being relayed back
to MINMIDT, but since we are not a party to the internal processes of
government we can say no more than this. Shareholders should understand that
the Cameroon government has quite formal approval processes, and as with many
governments the elapsed time for them can be lengthy even when the process is
positive.

In order to minimise the time between approval and drilling, we have already
commenced well planning and contract negotiations for both rig and services,
which culminated in an award to ADES for the provision of a rig, originally
intended to be the Admarine 510, for mobilisation in October 2025. We now
expect to use a different ADES rig, and ADES has a number of alternatives
available, having recently completed the take-over of Shelf Drilling's West
African fleet. Therefore we do not expect the approval timing to create a
problem with the availability of a rig, but obviously the timing and choice of
the rig will reflect both the approval timing and also the call-off times for
services under the various service contracts. The major service contracts are
now almost entirely agreed, and we will announce when each is signed, but
obligations under those contracts only begin when we call for the services,
with lead times of up to three months for most of those services, so this will
also reflect the minimum time between approvals and being able to commence
drilling operations.

For this reason, we now expect drilling to commence in the first quarter of
2026 rather than the last quarter of 2025. While we will let shareholders know
when the major service contracts are finalised, we do not intend to keep
updating our timing estimates as this will depend on the timing of approvals
and also the optimal rig availability. As soon as we have finalised the rig
timing we will make a further announcement. We remain completely confident
about drilling the NJOM-3 well, and we are fully committed to doing so as soon
as possible.

As previously explained, 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 shorter
term development, if this should prove economic.

Namibia

In Namibia, we received the confirmation from the Ministry of Industry, Mines
and Energy ("MIME") of our entry into the first renewal period of the PEL96
license. Getting the consent of our partners to our farm-out to Prime, and
also the acquisition of an extra 5% interest from our local partner, has taken
a bit of time due to the changes of management at the national oil company
NAMCOR, but this process is now almost complete. We understand that a draft
deed of assignment covering both transactions is now ready for NAMCOR's new
top management and, once approved, this will be passed on to MIME. We are
liaising regularly with both NAMCOR and MIME, and note that other farm-outs
have taken a similar length of time to get completed, even before the recent
changes at both MIME and NAMCOR.

In the meantime, we are continuing our work identifying additional data that
we can use to narrow down further the area within the license where we would
like to acquire new 3D seismic data. Whilst realistically we don't envision it
being possible to acquire this new 3D seismic data before the winter of
2026/2027, we are pleased to see that some of our neighbours are also
interested in new data acquisition in the area, which should reduce costs for
all.

South Africa

In South Africa, the operator of our Algoa-Gamtoos joint venture license, New
Age Energy Algoa (Pty) Ltd ("NewAge"), is still in discussions with a
potential partner but these discussions do not presently seem to be very
productive, despite draft documents having been prepared. This has been part
of a larger farm-out process, which has been underway for some time, 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. We are now seeing new interest from other parties,
which is very much influenced by the gradual resolution of legal issues in
South Africa regarding the implementation of the new petroleum law and in
particular the environmental regulations. Nevertheless, we expect this to
continue to be a slow process until the legal issues have been fully resolved.

Corporate

Given our expectation that both of the farm-out transactions will be completed
reasonably quickly, which as previously disclosed will generate significant
funds for the company and especially for the NJOM-3 work programme, we have
wished to avoid raising additional equity funds despite the obvious need to
maintain and increase expenditure in order to be ready for drilling as soon as
government approvals are obtained. Our solution has been a convertible loan
facility, which may be converted to equity at a premium or simply repaid in
future. In general, we continue to seek to raise financing at the asset level
where possible, as we did with the Prime transactions, and to minimise equity
dilution at the corporate level.

We are very excited about the months ahead and the opportunities that 2026
will bring.

 

Jeremy
Asher

Chairman and Chief Executive Officer

30 September 2025

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                        Note  Six months ended  Six months ended

30 June 2025
30 June 2024

(unaudited)
(unaudited)

$
$

 Revenue                                                      -                 -
 Cost of sales                                                -                 -
 Gross profit                                                 -                 -
 Administrative expenses                                      (1,177,149)       (447,757)
 Group operating loss                                   4     (1,177,149)       (447,757)
 Finance income                                               -                 41,812
 Finance expense                                        5     (39,232)          (1,344)
 Loss for the period before taxation                          (1,216,381)       (407,289)
 Taxation                                                     -                 -
 Loss for the period after taxation                           (1,216,381)       (407,289)
 Other comprehensive income                                   -                 -
 Total comprehensive income / (expense) for the period        (1,216,381)       (407,289)
 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  Six months ended  Six months ended

30 June 2025
30 June 2024

(unaudited)
(unaudited)

$
$

 Non-current assets
 Exploration and evaluation assets      6     37,592,222        36,610,360
 Total non-current assets                     37,592,222        36,610,360
 Current assets
 Trade and other receivables            7     1,890,599         15,599
 Cash and cash equivalents                    394,025           284,118
 Total current assets                         2,284,624         299,717
 Total assets                                 39,876,846        36,910,077
 Current liabilities
 Trade and other payables               8     2,283,008         1,196,996
 Provision for liabilities and charges
 Borrowings                             9     997,046           12,604
 Total current liabilities                    3,280,054         1,209,600
 Non-current liabilities
 Borrowings                             9     11,177            5,229
 Total non-current liabilities                11,177            5,229
 Total liabilities                            3,291,231         1,214,829
 Net assets                                   36,585,615        35,695,248
 Equity
 Share capital                          10    18,606,876        18,534,081
 Share premium                          10    160,688,086       158,795,411
 Retained losses                              (142,709,347)     (141,634,244)
 Total shareholders' equity                   36,585,615        35,695,248

 

Signed on behalf of the Board of Directors

 

Jeremy Asher

Chairman and Chief Executive

29 September 2025

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                  Share       Share        (1) Share-based  Retained       Total

capital
premium
payments
losses

reserve

$

$
$
$
$

 At 1 January 2024                                18,394,680  156,166,470  3,006,367        (144,218,727)  33,348,790
 Shares issued for cash                           57,085      871,198      -                -              928,283
 Shares issued on settlement of third-party fees  10,596      220,311      -                -              230,907
 Share issue costs                                -           (83,683)     -                -              (83,683)
 Share-based payment charge for the year          -           -            275,409          -              275,409
 Total comprehensive income for the period        -           -            -                (407,289)      (407,289)
 At 30 June 2024                                  18,462,361  157,174,296  3,281,776        (144,626,016)  34,292,417
 Shares issued for cash                           69,854      1,816,219    -                -              1,886,073
 Share issue costs                                -           (226,819)    -                -              (226,819)
 Share-based payment charge for the year          -           -            286,328          -              286,328
 Exercise of share warrants                       1,866       31,715       (25,291)         25,291         33,581
 Total comprehensive expense for the period       -           -            -                (576,332)      (576,332)
 At 31 December 2024                              18,534,081  158,795,411  3,542,813        (145,177,057)  35,695,248
 Shares issued for cash                           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         90,470
 Total comprehensive income for the period        -           -            -                (1,216,381)    (1,216,381)
 At 30 June 2025                                  18,606,876  160,688,086  3,593,255        (146,302,602)  36,585,615

 

 

(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  Six months ended

30 June 2025
30 June 2024

(unaudited)
(unaudited)

$
$

 Cash outflow from operating activities
 Group operating (loss) / profit for the period                          4    (1,177,149)       (447,755)
 Share-based payments                                                   11    141,278           275,409
 Finance costs                                                                (39,232)          40,468
 Operating cash flow before changes in working capital                        (1,075,103)       (131,878)
 Increase in receivables and prepayments                                      (1,875,000)       1,364,678
 Decrease in trade and other payables                                         1,086,012         (963,048)
 Cash used in operating activities                                            (1,864,091)       269,752
 Investing activities
 Exploration and evaluation costs                                       6     (981,862)         (1,021,829)
 Net cash used in investing activities                                        (981,862)         (1,021,829)
 Financing activities
 Cash proceeds from issue of ordinary share capital net of issue costs  10    1,965,470         1,075,507
 Drawdown of borrowing facilities                                       9     921,501           -
 Repayment of borrowing facilities                                       9    (6,463)           (6,317)
 Repayment of interest on borrowing facilities                           9    38,574            (87)
 Effects of foreign currency movements on borrowing facilities           9    36,778            (171)
 Net cash from financing activities                                           2,955,860         1,068,933
 Increase in cash and cash equivalents                                        109,907           316,856
 Cash and cash equivalents at beginning of period                             284,118           20,633
 Cash and cash equivalents at end of period                                   394,025           337,489

 

 

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
2025 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 2024 and those to be used for the year ending 31 December
2025. The comparative figures for the half year ended 30 June 2024 are
unaudited. The comparative figures for the year ended 31 December 2024 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 29
September 2025.

b)       Going concern

The Group will need to receive the requisite government approvals and to
complete its agreed Cameroon farm-out with Prime Global Energies Limited
and/or another asset-level transaction within the coming months, or otherwise
raise further funds in addition to funds already raised in 2025, in order to
meet its liabilities as they fall due, particularly with respect to the
forthcoming drilling programme in Cameroon. The Directors are confident that
the government approvals will be provided and that the agreed farm-out will be
completed, but this is not yet certain.

The Group's assets in Namibia and South Africa are also pre-revenue, and
therefore also depend on funds for further investment being available to the
Group, whether from cash flow in Cameroon or other sources. To bring the
Cameroon assets to the point of sustainable cash flow generation will also
require significant further investment.

The directors believe that there are a number of options available to fund
these investments through any, or a combination, of production pre-financing
or 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.

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 2024.

 

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

ended
ended
ended
ended
ended
ended

30 June 2025
30 June 2024
30 June 2025
30 June 2024
30 June 2025
30 June 2024

$
$
$
$
$
$
 (Loss) / profit by reportable segment                                       (330,848)                               542,095        (885,533)      (134,806)      (1,216,381)    407,289
 Total assets by reportable segment (1)                                      37,601,084                              35,253,064     2,275,762      932,825        39,876,846     36,185,889
 Total liabilities by reportable segment (2)                                 (1,036,286)                             (1,753,871)    (2,254,945)    (139,599)      (3,291,231)    (1,893,470)

 (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 2025    30 June 2024    31 December 2024

(unaudited)
(unaudited)
(audited)

$
$
$
 Profit / (loss) for the period                                           (1,216,381)     (407,289)       (983,621)
 Weighted average number of ordinary shares in issue during the period    28,970,587,097  15,856,465,652  17,721,463,514
 Dilutive effect of share options outstanding                             -               -               -
 Fully diluted average number of ordinary shares during the period        28,970,587,097  15,856,465,652  17,721,463,514
 (Loss) / profit per share (USc)                                          0.00c           (0.00c)         (0.01c)

 

4.  Group operating profit / (loss)

 Profit / (loss) from operations is stated after charging/(crediting):
                                                                              30 June 2025  30 June 2024

(unaudited)
(unaudited)

$
$
 Directors' remuneration                                                      194,903       182,555
 Farmout success fees (first instalment)                                      150,000       -
 Share-based payment charges                                                  110,384       29,751

 

During 2025, Directors took the decision to recommence paying their
remuneration in cash, rather than in warrants as had been the case in 2024 and
prior years. These payments totalled $195k (2024: $nil). For the same period
in 2024, warrant charges totalling $183k were recognised within share-based
payments.

Farmout fees due to the broker on the signature of the farmout agreements
totalled $150k (2024: $nil). Further payments totalling $450k will become
payable on completion of the farmouts and payment of certain carry obligations
by Prime.

The Company announced the award of 1,540,000,000 restricted shares under its
LTIP scheme, on 9 April 2025. Total vesting charges for the period recognised
under IFRS 2 totalled $110,384k (2024: $212,306).

5.  Finance costs

                30 June 2025  30 June 2024

(unaudited)
(unaudited)

$
$
 Finance costs  (39,232)      (1,344)

 

Finance costs include $39k (2023: $nil) with respect to fees incurred on the
Prime Resources Limited loan facility (see note 9). Prime Resources Limited is
not in any way affiliated with Prime Global Energies Limited.

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

 Period-ended 30 June 2025      Exploration and evaluation  Goodwill     Total

assets

$
$
$
 Cost
 At 1 January 2025              108,618,822                 8,023,292    116,642,114
 Additions during the period    981,862                     -            981,862
 At 30 June 2025                109,600,684                 8,023,292    117,623,976
 Amortisation and impairment
 At 1 January and 30 June 2025  (72,008,462)                (8,023,292)  (80,031,754)
 Net book value
 At 30 June 2025                37,592,222                  -            37,592,222
 At 31 December 2024            36,610,360                  -            36,610,360

 

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.

The additions during the period represent Cameroon $858k (2024: $743k), $38k
in South Africa (2024: $63k) and $86k in Namibia (2024: $215k). The focus of
the Group's activities during this period has been on well planning and
liaison with the Government of Cameroon regarding the issuance of formal
consent for the Prime farmout.

7.  Trade and other receivables

                              30 June 2025  31 December 2024

(unaudited)
(audited)

$
$
 Trade and other receivables  1,890,599     15,599

 

Included within trade and other receivables is $1.9 million (2024: $nil) with
respect to the final Prime farmout completion payment. This is based on the
directors' expectation, at 30 June 2025, that all conditions of the farmout
would be met, and that the Government of Cameroon would issue its consent to
the transaction, although the procedural ratification of the farmout was yet
to be concluded. After careful consideration, it was assessed that given that
this delay appears to be administrative in nature, a financial asset under
IFRS 9 existed at the balance sheet date and the receivable recognised.

 

8.  Trade and other payables

                             30 June 2025  31 December 2024

(unaudited)
(audited)

$
$
 Trade & other payables      1,402,834     339,005
 Accruals                    880,174       857,991
                             2,283,008     1,196,996

 

Trade and other payables include $938k payable to Pegasus with respect to the
production-based payment agreements amendment as outlined in note 1b.

Included within accruals are amounts of $246k due in Namibia (2024: $203k) and
$568k due in Cameroon (2024: $590k).

9.  Borrowings

                                             Group
                                             30 June 2025  31 December 2024

(unaudited)
(audited)

$
$
 Principal balance at beginning of period    17,750        30,728
 Amounts drawn down during the period        921,501       -
 Amounts repaid during the period            (6,463)       (12,786)
 Currency revaluations at year end           36,139        (193)
 Principal balance at end of period          968,926       17,750
 Financing costs at beginning of year        84            237
 Changes to financing costs during the year  -             -
 Interest expense                            38,769        473
 Interest paid                               (194)         (625)
 Currency revaluations at year end           639           (1)
 Financing costs at the end of the year      39,298        84

 Carrying amount at end of period            1,008,223     17,834
 Current                                     997,046       12,604
 Non-current                                 11,177        5,229

 Repayment dates                             Group
                                             30 June 2025  31 December 2024

(unaudited)
(audited)

$
$
 Due within 1 year                           997,046       12,604
 Due within years 2-5                        11,177        5,229
                                             1,008,223     17,833

 

Borrowings include a £50k Barclays Bounceback Loan drawn down in May 2020 and
repayable in installments over a 6-year period to May 2026.

On 25 March 2025, the Company entered into a fixed-price convertible loan of
£500k with Prime Resources, with a duration of up to 12-months. The material
terms of the loan comprise a 5% cash implementation fee and interest of 15%
per annum or pro rata until repaid, accrued daily and paid on the maturity
date. The loan agreement states that as long as the Company's share price (as
defined by the average of the 5 latest daily VWAPs) is below the fixed
conversion price, then the Company has the right to prepay the loan with
accrued interest to the date of repayment and no further fees, with 10
business-days' notice, in which case the conversion right immediately lapses
on repayment. However, if the Company's share price is higher than the fixed
conversion price, then it will be at the lender's discretion to accept an
early cash redemption.

On 30 June 2025, the Company agreed to extend the fixed-price convertible loan
of £500k by £250k to £750k with Prime Resources, with a duration of up to
12 months from the original drawdown. The material terms of the loan remained
unchanged.

10.   Share capital

 Authorised, called up, allotted and fully paid                   30 June 2025  31 December 2024

(unaudited)
(audited)

$
$
 29,315,709,993 (2024: 23,394,207,794) ordinary shares of 0.001p  18,606,876    18,534,081

 

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 2025                                   23,394,207,794    18,534,081                      158,795,411
  Shares issued for cash                              5,650,483,681     69,444                          1,805,556
  Shares issued on settlement of warrants exercised   271,018,518       3,351                           87,120
  Shares issued on settlement of staff remuneration   -                 -                               -
  Share issue costs                                   -                 -                               -
  At 30 June 2025                                     29,315,709,993    18,606,876                      160,688,086

 

 

11.   Share-based payments

LTIP Options

Details of share options outstanding at 30 June 2025 are as follows:

                                Number in issue
 At 1 January and 30 June 2025  1,800,000,000

 

 Date of grant  Number in issue  Option      Latest exercise date

price (p)
 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 the grant.

 

LTIP Restricted Share Awards

Details of Restricted Share Awards outstanding at 30 June 2025 are as follows:

                            Number in issue
 At 1 January 2025          -
 Awarded during the period  1,540,000,000
 At 30 June 2025            1,540,000,000

 

 Date of grant  Number in issue  Vesting date
 08 Apr 25      1,540,000,000    08 Apr 28
                1,540,000,000

 

 

Warrants

Details of warrants outstanding at 30 June 2025 are as follows:

                              Number in issue
 At 1 January 2025            1,919,350,881
 Exercised during the period  (271,018,518)
 Lapsed during the period     (69,536,188)
 At 30 June 2025              1,578,796,175

 

 Date of grant  Number in issue  Warrant price (p)  Latest           exercise date
 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
 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
 01 Jul 24      357,142,855      0.018              01 Jul 27
 13 Aug 24      71,428,571       0.018              13 Aug 27
                1,578,796,175

 

12.   Subsequent events

 

July 2025:  Expansion of Bridge Loan announced on 26 March 2025, by
£250,000, from £500,000 to £750,000. The other terms of the Bridge Loan
remain unchanged.

 

September 2025: Expansion of Bridge Loan announced on 26 March 2025 and
expanded on 1 July 2025, by £250,000, from £750,000 to £1,000,000, with
effect from 29 August 2025. The other terms of the Bridge Loan remain
unchanged.

 

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