REG - Tower Resources PLC - Preliminary Results to 31 December 2024
02/06/2025 07:00
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RNS Number : 9031K Tower Resources PLC 02 June 2025
2 June 2025
Tower Resources plc
("Tower" or the "Company")
Preliminary Results to 31 December 2024
Tower Resources plc (AIM: TRP), the Africa-focused energy company, announces
its preliminary results for the 12 months ended 31 December 2024.
Highlights
· Cameroon
o The extension of the First Exploration Period of the Thali
production-sharing contract to 4th February 2025, in accordance with the
Company's PSC and the Cameroon Petroleum Code, and with the approval of the
President of the Republic of Cameroon, was formally notified to the Company in
February 2024.
o Further to the Rig contract announced on 18 December 2023, Borr Drilling
Limited advised that extensions to the prior drilling programme for the Norve
jack-up rig to BW Energy would make it impossible for the Norve to drill the
NJOM-3 well during 2024, and a further extension of the First Exploration
Period was therefore requested.
o The Company's farm-out process made substantial progress and an offer was
received and announced for $15 million of financing for the Thali PSC work
programme in October 2024.
o Discussions also continued with African banks regarding a short-term
facility to enable earlier production from the NJOM-3 well.
· Namibia
o The Namibian Ministry of Mines and Energy agreed the extension of the
Initial Exploration Period of PEL 96 to 31 October 2024 and 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 was
substantially complete and the Ministry of Mines and Energy had also agreed to
defer the Company's commitment to acquire 1,000 square kilometres of new 3D
seismic data to the First Renewal Period.
An update on the evaluation of large stratigraphic and structural leads and
prospects was provided together with plans to reprocess the previously
acquired 2D seismic data over areas of the license both in the remainder of
the Initial Exploration Period and in the First Renewal Period.
· Corporate
o Pursuant to the investment deed to Energy Exploration Capital Partners,
LLC ("EEPC"), announced in January 2023, additional tranches of share issues
were made during 2024, raising an additional $230k at an issue price of
between 0.021p and 0.0225p per share.
o The Company reached an agreement for the repayment of the outstanding
balance owed to EECP in February 2024, in accordance with the terms of 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 0.018p per
share.
o A Subscription arranged with the Company's Chairman and CEO, Jeremy Asher,
for 1,195,652,174 ordinary shares at a share price of 0.0115p per share to
raise £137,500, was announced in June 2024.
o The appointment of Ms Stacey Kivel as independent Non-Executive Director
was announced in August 2024. Ms Kivel joined the Remuneration and Audit
Committees and agreed to chair the Remuneration Committee.
o A Placing of 4,401,851,851 shares, via a two-tranche subscription
agreement, to raise £1,188,500 at a price of 0.027p per share, was announced
in October 2024.
o A Subscription for 1,018,518,519 ordinary shares at a share price of
0.027p per share to raise £275,000 was announced in November 2024.
o Cash balance at year-end of $284.1k (2023: $20.6k).
o 2023 full-year net administrative costs, excluding share-based payment
charges, of $608k (2023: $702k).
Post-Reporting Period Events
10 January 2025: Transformational farm-out agreements executed with Prime
Global Energies Limited ("Prime") for minority, non-operated interests in the
Company's Thali license, offshore Cameroon, and PEL96 offshore Namibia.
Tower agreed to farm-out a 42.5% non-operated interest in the Thali license to
Prime in exchange for a US$15,000,000 cash contribution towards the Thali
work programme and drilling of the NJOM-3 well in 2025, and further terms as
set out in the announcement. In addition, Prime has also agreed to farm-in to
PEL96, offshore Namibia, for a 25% non-operated interest. The Company's
shareholder Pegasus Petroleum Limited ("Pegasus", a company owned by the Asher
Family Trust, of which the Company's Chairman Jeremy Asher is the lifetime
beneficiary) agreed to modify certain agreements between Pegasus and Tower and
also to subscribe to further shares in Tower, as set out in the announcement.
As a result of these arrangements, the Company received cash proceeds
of $937,500 in cash immediately and will receive a further $3,437,500 cash
following completion of the two farm-out agreements.
22 January 2025: A broker to the Company exercised rights over 271,018,518
Ordinary shares comprised of 271,018,518 Warrants at an exercise price of
0.027p per share and at an exercise cost of £73,175.
7 March 2025: 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 for a cash consideration on
completion of $375k.
At the same time, the Company noted that Tower Resources Cameroon SA has
submitted the TRCSA-Prime farm-out agreement documentation and the request for
a year's further extension of the First Exploration Period of the Thali
license to the Cameroon Minister of Mines, Industry and Technological
Development for approvals.
26 March 2025: The Company announced that it had agreed 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 if not prepaid
earlier. Prime Resources Limited is a Gibraltar-registered private investment
company and is not related to the Company's prospective farm-in partner Prime
Global Energies Limited.
9 April 2025: The Company announced that it had made an annual award of
1,540,000,000 Restricted Shares to directors, employees and consultants under
its Long-Term Incentive Plan (LTIP).
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 & CEO
Andrew Matharu
VP - Corporate Affairs
BlytheRay +44 20 7138 3204
Financial PR
Tim Blythe
Megan Ray
SP Angel Corporate Finance LLP +44 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Jen Clarke
Axis Capital Markets Limited +44 203 026 2689
Joint Broker
Lewis Jones
Novum Securities Ltd +44 20 7399 9400
Joint Broker
Jon Bellis
Colin Rowbury
About Tower Resources
Tower Resources plc is an AIM listed energy company building a balanced
portfolio of energy opportunities in Africa across the exploration and
production cycle in oil and gas and beyond. The Company's current focus is on
advancing its operations in Cameroon to deliver cash flow through short-cycle
development and rapid production with long term upside, and de-risking
attractive exploration licenses through acquiring 3D seismic data in the
emerging oil and gas provinces of Namibia and South Africa, where world-class
discoveries have recently been made.
Tower's strategy is centred around stable jurisdictions that the Company knows
well and that offer excellent fiscal terms. Through its Directors and staff,
Tower has access to decades of expertise and experience in Cameroon and
Namibia, and its joint venture with New Age builds on years of experience in
South Africa.
OVERVIEW
Tower Resources plc (the "Company", the "Group" or "Tower") is an upstream oil
and gas company listed on the London Stock Exchange AIM market. Tower is an
experienced international operator of oil and gas licenses with high potential
projects in Cameroon, Namibia and South Africa.
CHAIRMAN AND CHIEF EXECUTIVE'S STATEMENT
2024 has seen a great deal of work carried out on our Company's licenses,
which is already bearing fruit in 2025. It has also been a year of increased
market volatility, which has continued after the year-end, and while some of
this volatility has been favourable for us, none has presented unsurmountable
challenges. The price of Brent crude oil, after beginning 2024 just under $80
per barrel, peaked at close to $90 per barrel, before falling to around $74
per barrel by the end of the year, and has since fluctuated between almost $80
per barrel and around $60 per barrel. Naturally, in the long term a higher oil
price improves the economics of all of our projects, and a more stable oil
price reassures banks and investors, making financing easier. However, the
recent volatility remains in ranges that still provide excellent economic
outcomes for all of our projects; and the recent reduction in oil prices has
coincided with an easier market for jack-up rigs and services, which is
favourable for us,
During this period, we had hoped to use Borr's Norve rig to drill the NJOM-3
well in Cameroon, but delays to the rig's original schedule made that
impossible to schedule, and to tie together with financing discussions which
we were undertaking throughout the summer and autumn. Eventually, we completed
a farm-out agreement with Prime Global Energies Limited ("Prime"), as
announced on 10 January 2025, which provided for $15 million of additional
investment in the license (and earned a 42.5% license interest for Prime); at
the same time we also agreed a $2.5 million farm-out of our Namibian license
to Prime, earning them a 25% interest in that license also. As we explained at
the time, this transformed our prospective financing position and we are also
delighted to have Prime as a partner - and while these agreements remain
subject to government approvals and completion, we are confident these will be
forthcoming.
The easing of the market for jack-up rigs, in particular, has also been
helpful for us, and mitigates any regret we might otherwise have felt about
being unable to proceed with the Norve as originally planned in 2024.
Day-rates for jack-up rigs in the region are now substantially lower than they
were in early 2024 when we contracted for the Norve. In addition, we have been
helped by the fact that a couple of our neighbours also require rigs for
drilling campaigns to begin around the end of 2025. If we can use the same rig
and some of the same services, we should be able to reduce the mobilisation
and demobilisation costs associated with the well. We cannot discuss the
details of the commercial discussions around the rig and services until they
are finalised, but we can say that we are now very confident of their
successful conclusion.
In the meantime, we have submitted applications to the Government of Cameroon
for the further extension of the current exploration period of the Thali
license, and for the approval of the farm-out. These approvals usually take a
while, and we also understand that the Government would like to see the final
rig selection completed so that they can see more clearly what extension may
be required. However, we know that the Government is working on other aspects
of the approvals and remains supportive of our project.
We may also need to be patient in waiting for our approvals in Namibia, where
we have agreed a modest re-alignment of our local partner interest at the same
time as the Prime farm-out agreement. Since the Presidential election, a new
Minister of Mines and Energy has been appointed, and although the Petroleum
Commissioner and other key staff remain in place, they are extremely busy with
contractual, and regulatory issues associated with the ramping up of
development operations following the recent Orange Basin discoveries. We are
in regular touch with both Namcor and the Ministry and we know they are
working as fast as they can.
In South Africa, discussions continue, albeit slowly, with a party who is
interested in farming into the Algoa-Gamtoos license (operated by our 50/50
joint venture partner NewAge), which we first announced some time ago. This is
not the only party that has shown interest in the license, but they have now
put a significant amount of effort into the process, so we continue to take
their interest seriously. We are also continuing to look at different 3D
seismic data acquisition options, whether with partners or without.
Finally, in August 2024 we welcomed Stacey Kivel to the board of directors as
a non-executive director, at around the same time that Mark Enfield moved from
a non-executive director to an executive director role. Stacey has brought a
wealth of experience and a strong personal network to the company, in addition
to her commercial and legal expertise, and it is also worth mentioning that
Stacey was one of the lawyers involved in negotiation of Tower's original
production-sharing agreement in Cameroon, between 2013 and 2015.
In summary, 2024 has been a very productive year, and we have already seen
some of the results in 2025. We hope that the rest of 2025 will be even
better, and in particular we hope to see the NJOM-3 well spudded before the
current year-end, rig availability permitting.
Jeremy Asher
Chairman and Chief Executive
30 May 2025
STRATEGIC REPORT
Our strategy over the past several years has been to focus in the near term on
lower risk appraisal and development within proven basins where there is still
low-risk exploration upside, such as our Thali PSC in Cameroon, while still
maintaining selective exposure to longer term and high risk/reward exploration
in areas where we have existing relationships, such as Namibia and South
Africa.
Even before the current conflict in Ukraine, markets were becoming aware by
the end of 2021 that the global underinvestment in exploration and production
since 2015 was already having a profound effect on both oil and gas supply,
and on prices. This has reinforced the benefits, both short and long term, of
a strategy based on achieving short-term production as quickly as we can,
while also continuing to develop potential resources for the future. This
general outlook has not changed, despite recent volatility in oil prices over
the past year, which still reflect good fundamental economics despite quite
dramatic shifts in economic policies in the United States and elsewhere.
The numerous oil and gas discoveries in both South Africa and Namibia since
2020 support our view that these are promising countries for our exposure to
high risk, high reward exploration. These successes have also resulted in a
renaissance of investor interest in exploration, and especially in these
countries, as both the scale of these opportunities and the need for the
resulting oil and gas over the next decade have become apparent.
In the near term, our strategy still requires reaching first oil in Cameroon
as soon as possible. Our Cameroon license also has substantial exploration
upside, but this can only be unlocked once we have the existing discovery
appraised and in production.
This activity requires financing, and while there is still non-dilutive
financing available (within limits) for producing assets, we have for several
years been seeking farm-in partners at the asset level to provide additional
equity financing (and risk management) in our various licenses. During 2024 we
continued to pursue this strategy, which culminated in our announcing two
farm-out transactions in January 2025: a farm-out of a 42.5% interest in our
Cameroon license and a farm-out of a 25% interest in our Namibia license, with
both transactions expected to complete in 2025. Both transactions will reduce
the economic burden on our shareholders of the early-stage equity investment
in these licenses. Our South African license is already a 50-50 joint venture
with another industry partner.
Although we have both operated and non-operated interests, our preference is
to operate assets, in order to control costs and timing more directly, and to
build up our local relationships and internal knowledge of reservoirs and
petroleum systems, and this remains the case today.
Over the past few years, keeping costs low and flexible without losing access
to our people and their skills has also been critical to survival, and we
believe will continue to be critical to success in future - not merely in
being able to keep costs to a minimum in periods where activity is necessarily
low, as we have recently seen, but also in being able to ramp up the resources
and technology we are able to bring to our projects in the future when needed.
This is why strategic relationships such as our previous technical-subsurface
relationship with EPI, which has served us well since 2015, and our more
recent relationship with Bedrock Drilling on well design and management, have
formed a key part of our strategy. However, as we anticipated last year, we
now need to increase our in-house subsurface capability, to support our
increased operating activity. Therefore, as our relationship with EPI reached
a natural end in 2024, we have replaced it with a larger, highly experienced
and directly managed subsurface team.
Finally, as noted in previous annual reports, our strategy remains to enable
and to support the wider strategic and environmental plans of each of the
countries in which we operate, to increase power generation from cleaner
sources, including both renewables and natural gas, both to aid economic
development and to displace less efficient diesel and fuel-oil based power
generation, and to reduce imports of liquid fuels by increasing local
production where possible. These countries' strategic plans depend critically
on the continued development of local oil and gas production in the near term,
to meet their national goals and COP26 and other climate commitments which
they have set for the next decade.
OPERATIONAL REVIEW
In 2024 our main operational focus has been on well planning, and reviewing
the forward development options in Cameroon. We have also continued to work on
our initial prioritisation of leads in Namibia and shared that work with our
partners and with the Ministry of Mines and Energy.
Cameroon
The first issue we have been reviewing in Cameroon has been the optimization
of the well location and design to take full advantage of the substantial
amount of seismic attribute analysis that we conducted on the reprocessed 3D
seismic data in 2023 and before, and which we have advanced further since the
year-end. Our aim is to position NJOM-3 so that it is most likely to encounter
the thicker sections of the largest number of target reservoirs, while also
minimizing the exposure to potential gas caps in the reservoirs. There is no
perfect choice, perhaps not even with hindsight, but during the year we
identified alternative locations and designs, and following the year-end we
have reached a provisional conclusion on the optimal location to enter the
reservoirs, which is a short distance away from where we had originally
intended.
We have also been considering alternative testing options for the well, which
is something we began discussing with our prospective partners Prime as early
as the summer of 2023. While our base case plan for the NJOM-3 well remains to
drill it, test it, and then suspend it, we have also been looking at options
to place the well onto longer term test and production while preparing to
drill further production wells as originally envisaged. These options all
depend on what we actually find in the well, of course, and also on the
economic environment at the time, as well as the availability of equipment and
our financing position. But it is something we are seriously considering.
While we tried to minimize the call on our colleagues at Bedrock Drilling
during 2024, in order to manage expenses while waiting to be in a position to
drill, we nevertheless did a fair bit of work on drilling preparedness in
2024, which has ramped up considerably in 2025. Apart from the contract
negotiations (which will minimize lead times once we receive our approvals),
we have also agreed with Bedrock to add a senior drilling engineer to their
team, and we have added a senior operations geologist, a part-time
geophysicist and other specialist associates to our own subsurface team, all
of whom have worked on the project in the past.
At this point, we believe we can be ready to spud the NJOM-3 well in the
fourth quarter of 2025, provided the necessary government approvals and the
rig are in place in good time.
Namibia
In Namibia, we began the year following on from 2023's basin modelling work to
prioritise leads and to select the best areas for 3D seismic acquisition. By
the middle of the year, we had taken this work to a point where we have
identified the areas of the license that we wish to relinquish in moving into
the next exploration period, to begin in November 2024, and we also identified
three promising areas with new stratigraphic leads that resemble large
discoveries made further south in the Namibian offshore, as well as large
structural leads, that provide focus areas for potential new 3D seismic
acquisition. However, we could not, with the data available, sufficiently
quantify the seismic attributes for these leads in order to make detailed
comparative risked volumetric assessments and to make a final decision
regarding the optimal 3D acquisition area.
We therefore established a work programme to acquire and reprocess additional
data to enable this analysis, and we shared this with both our partners and
with the Ministry of Mines and Energy in the autumn of 2024. Based on this, we
were invited to apply to enter the next exploration period with a modified
work programme as presented, and that application has been submitted, prior to
the end of the current period. We supplemented this, after the year-end, with
notification of the proposed farm-out to Prime. Since that time, we have
maintained a dialogue with both our partners and with the Ministry of Mines
and Energy, but we have not yet received formal notification of approval.
Nevertheless, we have continued to develop alternative data options for the
next phase of work.
South Africa
In South Africa, during 2024 the operator NewAge delivered updated economic
analysis of the main leads identified in the deepwater section of the Algoa
Gamtoos license, and we are continuing to review these and to share them with
interested potential license partners.
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
31 December 2024 31 December 2023
(audited)
(audited)
Note $ $
Revenue - -
Cost of sales - -
Gross profit - -
Other administrative expenses (606,156) (749,540)
Share-based payment charges 20 (374,305) (337,358)
VAT provision release 14 - 1,178,228
Total administrative expenses (980,461) 91,330
Group operating (loss) /profit 4 (980,461) 91,330
Finance expense 6 (3,160) (545,526)
Loss for the year before taxation (983,621) (454,196)
Taxation 7 - -
Loss for the year after taxation (983,621) (454,196)
Other comprehensive income - -
Total comprehensive (expense) / income for the year (983,621) (454,196)
Basic loss per share (USc) 10 (0.01c) (0.01c)
Diluted loss per share (USc) 10 (0.01c) (0.01c)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2024 31 December 2023
(audited)
(audited)
Note $ $
Non-current assets
Property, plant and equipment 11 - -
Exploration and evaluation assets 12 36,610,360 34,770,924
36,610,360 34,770,924
Current assets
Trade and other receivables 14 15,599 1,420,325
Cash and cash equivalents 284,118 20,633
299,717 1,440,958
Total assets 36,910,077 36,211,882
Current liabilities
Trade and other payables 15 1,196,996 2,832,127
Borrowings 16 12,604 12,867
1,209,600 2,844,994
Non-current liabilities
Borrowings 16 5,229 18,098
Total liabilities 1,214,829 2,863,092
Net assets 35,695,248 33,348,790
Equity
Share capital 17 18,534,081 18,394,680
Share premium 17 158,795,411 156,166,470
Retained losses 18 (141,634,244) (141,212,360)
Total shareholders' equity 35,695,248 33,348,790
The financial statements of Tower Resources plc, registered number 05305345
were approved by the Board of Directors and authorised for issue on 30 May
2025.
Signed on behalf of the Board of Directors
Jeremy Asher - Chairman and Chief Executive
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 97,460 3,859,030 3,956,490
Shares issued on settlement of third-party fees 13,903 298,593 - - 312,496
Share issue costs - (327,456) (327,456)
Share-based payment charge for the year - - 498,137 - 498,137
Transfer to retained losses - - - - -
Total comprehensive expense for the year - - - (454,196) (454,196)
At 31 December 2023 18,394,680 156,166,470 3,006,367 (144,218,727) 33,348,790
Shares issued for cash 128,805 2,719,132 2,847,937
Shares issued on settlement of third-party fees 10,596 220,311 - - 230,907
Share issue costs - (310,502) (310,502)
Share-based payment charge for the year - - 561,737 - 561,737
Exercise of share warrants (25,291) 25,291
Total comprehensive income for the year - - - (983,621) (983,621)
At 31 December 2024 18,534,081 158,795,411 3,542,813 (145,177,057) 35,695,248
(1) The share-based payment reserve has been included within the retained loss
reserve on the consolidated statement of financial position and is a
non-distributable reserve.
CONSOLIDATED STATEMENT OF CASH FLOWS
31 December 2024 31 December 2023
(audited)
(audited)
Note $ $
Reconciliation to net cash outflow from operating activities
Group operating (loss) / profit for the year (980,461) 91,330
Share-based payments 20 561,737 498,137
Shares issued on settlement of third-party fees 230,907 312,496
Operating cash flow before changes in working capital (187,817) 901,963
(Increase) / decrease in receivables and prepayments 14 1,404,726 (945,576)
Increase in provision for liabilities and charges - (502,972)
Decrease in trade and other payables 15 (1,150,131) (1,045,773)
Cash used in operations 66,778 (1,592,358)
Interest paid (net) (2,881) (542,705)
Cash used in operating activities 63,898 (2,135,063)
Investing activities
Exploration and evaluation costs 12 (1,839,436) (2,937,253)
Net cash used in investing activities (1,839,436) (2,937,253)
Financing activities
(Repayment) / drawdown of loan facilities 15/16 (497,786) 1,233,620
Cash proceeds from issue of ordinary share capital net of issue costs 17 2,537,435 3,629,034
Interest paid 16 (625) (921)
Net cash from financing activities 2,039,024 4,861,732
Increase / (decrease) in cash and cash equivalents 263,485 (210,583)
Cash and cash equivalents at beginning of year 20,633 231,216
Cash and cash equivalents at end of year 284,118 20,633
COMPANY STATEMENT OF FINANCIAL POSITION
31 December 2024 31 December 2023
(audited)
(audited)
Note $ $
Non-current assets
Loans to subsidiary undertakings 13 30,664,515 26,242,971
Investments in subsidiary undertakings 13 12,307,766 12,307,766
42,972,281 38,550,737
Current assets
Trade and other receivables 14 15,597 1,420,323
Cash and cash equivalents 224,814 11,663
240,411 1,431,986
Total assets 43,212,692 39,982,723
Current liabilities
Trade and other payables 15 69,309 1,013,290
Borrowings 16 12,604 12,867
81,913 1,026,157
Non-current liabilities
Borrowings 16 5,229 18,098
Total liabilities 87,142 1,044,255
Net assets 43,125,550 38,938,468
Equity
Share capital 17 18,534,081 18,394,680
Share premium 17 158,795,411 156,166,470
Retained losses 18 (134,203,942) (135,622,682)
Total shareholders' equity 43,125,550 38,938,468
In accordance with the provisions of Section 408 of the Companies Act 2006,
the Company has not presented a statement of comprehensive income and for the
year-ended 31 December 2024 the Company made a profit of $857k (2023: $1.3
million)
The financial statements of Tower Resources plc, registered number 05305345
were approved by the Board of Directors and authorised for issue on 30 May
2025.
Signed on behalf of the Board of Directors
Jeremy Asher - Chairman and Chief Executive
COMPANY 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 (139,958,064) 33,169,786
Shares issued for cash 97,460 3,859,030 - - 3,956,490
Shares issued on settlement of third-party fees 13,903 298,593 - - 312,496
Share issue costs - (327,456) - - (327,456)
Share option charge for the year - - 498,137 - 498,137
Transfer to retained losses - - - - -
Total comprehensive expense for the year - - - 1,329,015 1,329,015
At 31 December 2023 18,394,680 156,166,470 3,006,367 (138,629,049) 38,938,468
Shares issued for cash 128,805 2,719,132 - - 2,847,937
Shares issued on settlement of third-party fees 10,596 220,311 - - 230,907
Share issue costs - (310,502) - - (310,502)
Share option charge for the year - - 561,737 - 561,737
Exercise of share warrants - - (25,291) 25,291
Total comprehensive expense for the year - - - 857,003 857,003
At 31 December 2024 18,534,081 158,795,411 3,542,813 (137,746,755) 43,125,550
( )
(1) The share-based payment reserve has been included within the retained loss
reserve on the Company statement of financial position and is a
non-distributable reserve.
COMPANY STATEMENT OF CASH FLOWS
31 December 2024 31 December 2023
(audited)
(audited)
(restated)
Note $ $
Reconciliation to net cash outflow from operating activities
Operating (loss) / profit for the year (917,416) 386,442
Share-based payments 20 561,737 498,137
Shares issued on settlement of third-party fees 230,907 312,496
Operating cash flow before changes in working capital (124,772) 1,197,075
Decrease / (increase) in receivables and prepayments 14 1,404,726 (945,576)
Decrease in provision for liabilities and charges - (502,972)
Decrease in trade and other payables 15 (458,981) (319,864)
Cash from / (used in) operating activities 820,973 (571,337)
Investing activities
Loans granted to subsidiary undertakings 13 (2,646,846) (3,896,080)
Net cash used in investing activities (2,646,846) (3,896,080)
Financing activities
(Repayment) / drawdown of loan facilities 15/16 (497,786) 1,233,620
Cash proceeds from issue of ordinary share capital net of issue costs 17 2,537,435 3,629,034
Interest paid 16 (625) (543,030)
Net cash from financing activities 2,039,024 4,319,624
Increase / (decrease) in cash and cash equivalents 213,151 (147,793)
Cash and cash equivalents at beginning of year 11,663 159,456
Cash and cash equivalents at end of year 224,814 11,663
COMPANY STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies
a) General information
Tower Resources plc is a public company incorporated in the United Kingdom
under the UK Companies Act. The address of the registered office is 134
Buckingham Palace Road, London, SW1W 9SA. The Company and the Group are
engaged in the exploration for oil and gas.
These financial statements are presented in US dollars as this is the currency
in which the majority of the Group's expenditures are transacted and the
functional currency of the Company and have been prepared in accordance with
UK-adopted International Accounting Standards, and in compliance with the
requirements of the Companies Act 2006. The statements of cash flows for the
year ended 31 December 2023 have been restated to correct two classifications.
b) Basis of accounting and adoption of new and revised standards
Changes in accounting policies
The following standards and amendments became effective in the year ended 31
December 2024:
Standard Description UKEB Effective Date
IAS 7 (amendments) Statement of Cash Flows 1 January 2024
IFRS 7 (amendments) Financial Instruments (Disclosures) 1 January 2024
IAS 1 (amendments) Presentation of Financial Statements 1 January 2024
IFRS 16 (amendments) Leases 1 January 2024
None of these standards are considered to have a material effect on the
Group's financial statements.
New and amended standards
The following amended standards and interpretation are effective for financial
years commencing on or after 1 January 2025. The Group does not intend to
adopt the standards below, before their mandatory application date.
Standard Description Adoption Date UKEB Effective Date Secretary of State Adoption Date
IAS 21 (amendments) The Effects of Changes in Foreign Exchange Rates 15 July 2024 1 January 2025 Endorsed
IFRS 9 (amendments) Financial Instruments 15 April 2025 1 January 2026 Endorsed
IFRS 7 (amendments) Financial Instruments (Disclosures) 15 April 2025 1 January 2026 Endorsed
Future accounting pronouncements
The Company intends to adopt the above listed standards and interpretations in
its financial statements for the annual period beginning 1 January 2025. The
Company does not expect the implementation to have a material impact on the
financial statements.
c) 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 2024, 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.
d) Basis of consolidation
The consolidated financial statements incorporate the accounts of the Company
and its subsidiaries and have been prepared by using the principles of
acquisition accounting ("the purchase method") which includes the results of
the subsidiaries from their date of acquisition. Intra-group sales, profits
and balances are eliminated fully on consolidation.
The results of subsidiaries acquired or disposed of are included in the
consolidated statement of comprehensive income from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used
by the Group. All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
As a Consolidated Statement of Comprehensive Income is published, a separate
Statement of Comprehensive Income for the Parent Company has not been
published in accordance with section 408 of the Companies Act 2006.
e) Audit exemptions for subsidiaries companies
For the year ended 31 December 2024, the UK subsidiaries of the Company
incorporated in England and Wales (see note 13) were entitled to exemption
from audit under section 479 of the Companies Act 2006 relating to subsidiary
companies.
The members have not required the subsidiary companies to obtain an audit of
its accounts for the year in question in accordance with section 476 and the
Directors acknowledge their responsibilities for complying with the
requirements of the Act with respect to accounting records and the preparation
of accounts. The accounts have been prepared in accordance with the provisions
applicable to companies subject to the small companies' regime.
f) Jointly controlled operations
Jointly controlled operations are arrangements in which the Group holds an
interest on a long-term basis which are jointly controlled by the Group and
one or more ventures under a contractual arrangement. The Group's exploration,
development and production activities are sometimes conducted jointly with
other companies in this way. Since these arrangements do not constitute
entities in their own right, the consolidated financial statements reflect the
relevant proportion of costs, revenues, assets and liabilities applicable to
the Group's interests.
g) Oil and Gas Exploration and Evaluation Expenditure
Costs incurred before the acquisition of a license or permit to explore an
area are expensed to the income statement.
All exploration and evaluation costs incurred following a license or permit to
explore being obtained or acquired on the acquisition of a subsidiary are
capitalised in respect of each identifiable project area. These costs are
classified as intangible assets and are only carried forward to the extent
that they are expected to be recouped through the successful development of
the area or where activities in the area have not yet reached a stage which
permits reasonable assessment of the existence of economically recoverable
reserves (successful efforts).
Exploration and evaluation assets are not amortised but are assessed for
impairment, with an impairment test being required when facts and
circumstances suggest that the carrying amount of an asset may exceed its
recoverable amount.
Costs incurred by Directors' and employees of the parent Company on the
exploration activities are recharged to the subsidiaries and capitalised as
exploration assets accordingly.
Other costs are expensed unless commercial reserves have been established or
the determination process has not been completed. Accumulated costs in
relation to an abandoned area are written off in full against profit in the
year in which the decision to abandon the area is made.
When production commences the accumulated costs for the relevant area of
interest are transferred from intangible assets to tangible assets as
'Developed Oil and Gas Assets' and amortised over the life of the area
according to the rate of depletion of the economically recoverable costs.
h) Impairment of Oil and Gas Exploration and Evaluation assets
In accordance with IFRS 6, E&E assets are reviewed for impairment when
circumstances arise which indicate that the carrying value of an E&E asset
exceeds the recoverable amount. The recoverable amount of the individual asset
is determined as the higher of its fair value less costs to sell and its value
in use. Impairment losses resulting from an impairment review are recognised
within the Statement of Comprehensive Income.
The impairment of unevaluated prospects is assessed based on the Directors'
intention with regard to future exploration and development of individual
significant areas and the ability to obtain funds to finance such exploration
and development.
Exploration projects are at an early stage of development and the Directors
have assessed the impairment of the projects based on future exploration plans
and estimates of geological and economic data. The Board does not believe that
the key assumptions will change so as to cause the carrying values to exceed
the recoverable amounts.
To date impairment losses recognised have followed the decision of the Board
not to continue exploration and evaluation activity on a particular project
licence area where it is no longer considered an economically viable project
or where the underlying exploration licence has been relinquished.
i) Decommissioning costs
Where a material liability for the removal of production facilities and site
restoration at the end of the field life exists, a provision for
decommissioning is made. The amount recognised is the present value of
estimated future expenditure determined in accordance with local conditions
and requirements. An asset of an amount equivalent to the provision is also
created and depreciated on a unit of production basis. Changes in estimates
are recognised prospectively, with corresponding adjustments to the provision
and the associated asset.
j) Property, plant and equipment
Property, plant and equipment is stated at cost less depreciation.
Depreciation is provided at rates calculated to write off the cost less
estimated residual value of each asset over its expected useful life as
follows:
Computers and equipment, fixtures, fittings and equipment: straight line over
4 years
Leasehold and office refurbishment costs: over duration of lease
The assets' residual values and useful lives are reviewed and adjusted if
necessary at each year-end. Profits or losses on disposals of plant and
equipment are determined by comparing the sale proceeds with the carrying
amount and are included in the statement of comprehensive income. Items are
reviewed for impairment if and when events indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by
which the carrying amount of the asset exceeds its recoverable amount which is
the higher of an asset's net selling price and value in use.
k) Investments in subsidiaries
Investments in subsidiaries are carried at cost less accumulated impairment
losses. Investments in subsidiaries are assessed for impairment in line with
the requirements of IAS36 and, where evidence of non-recoverability is
identified, an appropriate impairment loss is recorded.
The Parent Company's investments in subsidiary companies are stated at cost
less any expected credit loss for impairment and are shown in the Company's
Statement of Financial Position.
Amounts due from subsidiaries are recognised and measured at nominal value
less any provision for Expected Credit Losses.
l) Share-based payments
The Company makes share-based payments to certain Directors, employees and
consultants by the issue of share options or warrants. The fair value of these
payments is calculated either using the Black Scholes option pricing model or
by reference to the fair value of the remuneration settled by way of the grant
of such options or warrants. The expense is recognised on a straight-line
basis over the period from the date of award to the date of vesting, based on
the Company's best estimate of shares that will eventually vest.
m) Foreign currency translation
i Functional and presentational currency
Items included in the financial statements are shown in the currency of the
primary economic environment in which the Company operates ("the functional
currency") which is considered by the Directors to be the U.S Dollar. The
exchange rate at 31 December 2024 was £1 / $1.2529 (2023: £1 / $1.2715).
ii Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the statement
of comprehensive income.
Transactions in the accounts of individual Group companies are recorded at the
rate of exchange ruling on the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated at the rates
ruling at the year-end. All differences are taken to the statement of
comprehensive income.
n) Taxation
i Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the statement of comprehensive
income because it excludes items of income or expense that are taxable or
deductible on other years and it further excludes items that are never taxable
or deductible. The Group's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the reporting date.
ii Deferred taxation
Deferred income taxes are provided in full, using the liability method, for
all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Deferred
income taxes are determined using tax rates that have been enacted or
substantially enacted and are expected to apply when the related deferred
income tax asset is realised or the related deferred income tax liability is
settled.
The principal temporary differences arise from depreciation or amortisation
charged on assets and tax losses carried forward. Deferred tax assets relating
to the carry forward of unused tax losses are recognised to the extent that it
is probable that future taxable profit will be available against which the
unused tax losses can be utilised.
o) Financial instruments
The Group's Financial Instruments comprise of cash and cash equivalents, loans
and receivables. There are no other categories of financial instrument.
i Cash and cash equivalents
Cash and cash equivalents are carried at cost and comprise cash in hand, cash
at bank, deposits held at call with banks, and other short-term highly liquid
investments with original maturities of three months or less.
ii Receivables
Receivables are measured at amortised cost unless the time value of money is
immaterial. A provision for expected credit losses of receivables is
established when there is objective evidence that the Group will not be able
to collect all amounts due according to the original terms of the receivables.
The amount of the expected credit losses is the difference between the assets'
carrying amount and the recoverable amount. Expected credit losses for
impairment of receivables are included in the statement of comprehensive
income.
iii Payables
Payables are recognised initially at fair values and subsequently measured at
amortised cost using the effective interest method.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the asset of the Group
after deducting all of its liabilities. Equity instruments issued by the
Company are recorded at the proceeds received net of direct issue costs.
p) Share capital
Ordinary shares are classified as equity. Proceeds received from the issue of
ordinary shares above the nominal value are classified as Share Premium. Costs
directly attributable to the issue of new shares are shown in equity as a
deduction from the Share Premium account.
q) Provisions
Provisions are recognised when the Group has a present obligation as a result
of a past event and it is probable that the Group would be required to settle
that obligation. Provisions are measured at the managements' best estimate of
the expenditure required to settle the obligation at the reporting date and
are discounted to present value where the effect is material.
r) Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision makers. The chief operating
decision makers have been identified as the executive Board members.
s) Leases
The Group do not have any leases with a term of 12-months or more that contain
an option to purchase or where the underlying asset has anything other than a
low value and has elected for exemption to the reporting requirements of IFRS
16 (Leases).
2. Critical accounting judgements and key sources of
estimation uncertainty
The preparation of financial statements in conformity with International
Financial Reporting Standards requires the use of accounting estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses during the reporting period. Although these estimates are based on
managements' best knowledge of current events and actions, actual results
ultimately may differ from those estimates. IFRS also require management to
exercise its judgement in the process of applying the Group's accounting
policies.
The prime areas involving a higher degree of judgement or complexity, where
assumptions and estimates are significant to the financial statements, are as
follows:
Recoverability of investment balances in the Parent Company balance sheet
Determining whether subsidiary companies' investments and intercompany
balances are impaired requires an estimation of whether there are any
indications of expected credit losses that result in their carrying values not
being recoverable, details of which are included in note 13. The Board
believes that the carrying values at the year end are recoverable based
primarily on the expected realisation value of the exploration assets even
though they are unlikely to be repaid until the projects are successful and
the subsidiaries start to generate revenues.
Impairment of capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation
expenditure is dependent on a number of factors, including whether it
successfully recovers the related exploration and evaluation asset through
sale. Factors which could impact the future recoverability include the level
of proved, probable and inferred resources, future technological changes which
could impact the cost of drilling and extraction, future legal changes
(including changes to environmental restoration obligations), changes to
commodity prices and licence renewal dates and commitments.
To the extent that capitalised exploration and evaluation expenditure is
determined to be irrecoverable in the future, this will reduce profits and net
assets in the period in which this determination is made. In addition,
exploration and evaluation expenditure is capitalised if activities in the
area of interest have not yet reached a stage which permits reasonable
assessment of the existence or otherwise of economically recoverable reserves.
To the extent that it is determined in the future that this capitalised
expenditure should be written off, this will reduce profits and net assets in
the period in which this determination is made. Details of impairments of
capitalised exploration and evaluation expenditure during the year are
included in note 12.
Capital markets / going concern
The Group relies on the UK equities market and the market for equity
participations in oil and gas exploration assets in order to raise the funds
required to operate as a listed entity and complete the respective work
programmes for its oil and gas exploration assets. From time to time, and
especially in light of the repercussions of events in the Ukraine, general
economic and market conditions may deteriorate to a point where it is not
possible to raise equity finance to fund exploration projects, nor debt to
develop projects.
Additional financing may therefore not be available to the Group restricting
the scope of operations, risking both its long-term expansion programme, its
obligations under contracts which may be withdrawn or terminated for
non-compliance and ultimately the financial stability of the Group to continue
as a going concern.
Please see note 1 (c) for a more detailed discussion of going concern matters.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using the Black Scholes
model and by reference to the value of the fees or remuneration settled by way
of granting of warrants. The determination of fair value using the Black
Scholes methodology is based on the input parameters chosen and will therefore
contain an element of judgement and uncertainty. Details of share-based
payment transactions are included in note 20.
3. 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 IFRS 8 'Operating
Segments' 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 year-ended 31 December 2023.
Africa Head Office Total
2024 2023 2024 2023 2024 2023
$ $ $ $ $ $
Administrative expenses (1) 62,784 (122,982) (668,940) 551,670 (606,156) 428,688
Share-based payment charges - - (374,305) (337,358) (374,305) (337,358)
Financing costs (1,343) (596) (1,817) (544,930) (3,160) (545,526)
Loss by reportable segment 61,441 (123,578) (1,045,062) (330,618) (983,621) (454,196)
Total assets by reportable segment (2 / 3) 36,669,666 34,779,896 240,411 1,431,986 36,910,077 36,211,882
Total liabilities by reportable segment (4) (1,127,689) (1,818,839) (87,140) (1,044,253) (1,214,829) (2,863,092)
(1) Administrative expenses include $nil (2023: $1.2 million) of VAT provision
write-backs
(2) Included within total assets of $36.9 million (2023: $36.2 million) are
$21.5 million Cameroon (2023: $20.0 million) , $1.3 million Namibia (2023:
$908k) and $13.9 million South Africa (2023: $13.8 million).
(3) Carrying amounts of segment assets exclude investments in subsidiaries.
(4) Carrying amounts of segment liabilities exclude intra-group financing.
4. Group operating (loss) / profit
2024 2023
$ $
Share-based payment charges included within staff costs 323,286 278,255
Share-based payment charges included within professional costs 51,018 59,103
Gain on foreign currencies (1,813) 48,022
An analysis of auditor's remuneration is as follows:
Fees payable to the Group's auditors for the audit of the Group and subsidiary 59,586 65,856
annual accounts
5. Employee information
The average monthly number of employees of the Group (including Directors)
was:
2024 2023
Head office 3 3
Africa 3 3
6 6
Group employee costs during the year (including executive Directors) amounted
to:
2024 2023
$ $
Wages and salaries 48,587 -
Social security costs 1,244 -
Share-based payment charges 323,286 278,255
373,117 278,255
Key management personnel include the executive and non-executive Directors
whose remuneration comprised both cash and non-cash share-based payment
charges of $174k (2023: $148k); see Directors' Report for additional detail.
During the year $395k (2023: $332k) of the full-year share-based payment
charge of $536k (2023: $498k) related to employees and their remuneration as
employees.
The highest paid Director was Jeremy Asher $78k (2023: $74k), and Pegasus
Petroleum Limited, a company of which Jeremy Asher is the ultimate beneficial
owner, also received fees for management services provided by Jeremy Asher as
set out in the Directors' Report and in Note 21,
6. Finance costs
During the year covered by these financial statements the Group incurred
finance costs of $3k (2023: $545k) in connection with its equity fundraisings
(see note 18). The Company incurred finance costs of $2k (2023: $545k).
7. Taxation
2024 2023
$ $
Current tax
UK Corporation tax - -
Total current tax charge - -
The tax charge for the period can be reconciled to the loss for the year as
follows:
Group loss before tax 983,621 454,196
Tax at the UK Corporation tax rate of 25.0% (2023: 23.5%) (245,905) (106,738)
Tax effects of:
Expenses not deductible for tax purposes 80,822 71,721
Tax losses carried forward not recognised as a deferred tax asset 165,083 35,017
Current tax charge - -
As at 1 April 2023, the main rate of UK corporation tax increased from 19% to
25%. As the company's financial year straddles this date, a blended
corporation tax rate of 23.5% has been applied which is calculated by
apportioning the two tax rates on a weighted basis for the proportion of the
financial year for which each main tax rate was applicable. For the year ended
31 December 2024, the rate was 25%.
8. Deferred tax
At the reporting date the Group had an unrecognised deferred tax asset of $4.5
million (2023: $4.6 million) relating to unused tax losses. No deferred tax
asset has been recognised due to the uncertainty of future profit streams
against which these losses could be utilised.
9. Parent company income statement
For the year-ended 31 December 2024 the Parent Company made a profit of $857k
(2023: $1.3 million) including financing costs of $2k (2023: $545k) and VAT
provision movements of $nil million (2023: $1.2 million). The Company charged
finance interest on intercompany loan accounts of $1.8 million (2023: $1.5
million) and fees with respect to the provision of strategic advice and
support of $126k (2023: $172k). In accordance with the provisions of Section
408 of the Companies Act 2006, the Parent Company has not presented a
statement of comprehensive income.
10. Loss per share
The fully diluted weighted average number of shares in issue and to be issued
as at 31 December 2024 is 17,721,463,514 (2023: 6,405,097,403). At 31 December
2024 the dilutive effect of share options outstanding was nil (2023: nil). At
31 December 2024 and 31 December 2023, the fully diluted loss per share has
been kept the same as the basic loss per share because the conversion of share
options and share warrants would decrease the basic loss per share and is thus
anti-dilutive. The number of anti-dilutive shares that were excluded from this
computation of profit per share was 548,279,409 (2023: 9,382,490).
Basic & Diluted
2024 2023
$ $
Loss for the year (983,621) (454,196)
Weighted average number of ordinary shares in issue during the year 17,721,463,514 6,405,097,403
Dilutive effect of share options outstanding - -
Fully diluted average number of ordinary shares during the year 17,721,463,514 6,405,097,403
Loss per share (USc) (0.01c) (0.01c)
11. Property, plant and equipment
Group Company
Year-ended 31 December 2024 $ $
Cost
At 1 January 2024 1,046 1,046
At 31 December 2024 1,046 1,046
Depreciation
At 1 January 2024 1,046 1,046
At 31 December 2024 1,046 1,046
Net book value
At 31 December 2024 - -
At 31 December 2023 - -
Group Company
Year-ended 31 December 2023 $ $
Cost
At 1 January 2023 1,046 1,046
At 31 December 2023 1,046 1,046
Depreciation
At 1 January 2023 1,046 1,046
At 31 December 2023 1,046 1,046
Net book value
At 31 December 2023 - -
At 31 December 2022 - -
12. Intangible Exploration and Evaluation (E&E) assets
Exploration and evaluation assets Goodwill Total
Year-ended 31 December 2024 $ $ $
Cost
At 1 January 2023 106,779,386 8,023,292 114,802,678
Additions during the year 1,839,436 - 1,839,436
At 31 December 2024 108,618,822 8,023,292 116,642,114
Amortisation and impairment
At 1 January 2023 (72,008,462) (8,023,292) (80,031,754)
Impairment during the year - - -
At 31 December 2024 (72,008,462) (8,023,292) (80,031,754)
Net book value
At 31 December 2024 36,610,360 - 36,610,360
At 31 December 2023 34,770,924 - 34,770,924
Exploration and evaluation assets Goodwill Total
Year-ended 31 December 2023 $ $ $
Cost
At 1 January 2023 103,842,133 8,023,292 111,865,425
Additions during the year 2,937,253 - 2,937,253
At 31 December 2023 106,779,386 8,023,292 114,802,678
Amortisation and impairment
At 1 January 2023 (72,008,462) (8,023,292) (80,031,754)
Impairment during the year - - -
At 31 December 2023 (72,008,462) (8,023,292) (80,031,754)
Net book value
At 31 December 2023 34,770,924 - 34,770,924
At 31 December 2022 31,833,671 - 31,833,671
During the year the Group capitalised amounts totalling $1.8 million (2023:
$2.9 million) with respect to the following assets:
2024 2023
$ $
Cameroon 1,381,042 2,651,002
Namibia 350,279 156,851
South Africa 108,115 129,400
Total 1,839,436 2,937,253
The carrying values of E&E assets at the year end were:
2024 2023
$ $
Cameroon 21,454,648 20,073,606
South Africa 13,897,512 13,789,397
Namibia 1,258,200 907,921
Total 36,610,360 34,770,924
Prime Global Energies Limited
The Group signed a farmout agreement with Prime Global Energies Limited on 10
January 2025 for minority, non-operated interests in its Thali license,
offshore Cameroon, and PEL96 offshore Namibia. Through Tower Resources
Cameroon S.A., an agreement to farm-out a 42.5% non-operated interest in the
Thali license to Prime in exchange for a $15.0 million cash contribution
towards the Thali work programme including the drilling of the NJOM-3 well in
2025 has been agreed. In addition, through Tower Resources (Namibia) Limited,
Prime Global Energies Limited has also agreed to farm-in to PEL96, offshore
Namibia, for a 25% non-operated interest. In connection with these farm-outs
and related transactions including modifications to existing arrangements and
an issue of new shares with Pegasus Petroleum Limited (a significant
shareholder of the Company), Tower received $938k in cash and will receive a
further $3.4 million in cash on completion of the two farm-out agreements and
the related transactions, for a total of $4.4 million in cash. Completion of
the farmouts remains subject to granting of certain governmental consents in
both Cameroon and Namibia, however, the Directors do not believe that these
will be unreasonably withheld and they believe that Completion of both
farmouts will occur in due course.
Cameroon
The $1.4 million of capitalised expenditure comprised ongoing NJOM-3 appraisal
drilling preparation costs (geotechnical platform site survey plus the
capitalised cost of operating the local office in Douala).
The Directors have not provided for any impairment of the Group's investment
in the Thali license, principally because it has signed a farmout agreement
with Prime Global Energies Limited (as noted above), and both this and the
Company's internal internal cash flow projections support the Directors' view
that the current carrying value is recoverable in full. The operating company,
Tower Resources Cameroon SA, has applied for and is expected to receive an
extension of the First Exploration Period of the license at the same time as
the farmout to Prime Global Energies Limited is approved by the Government of
Cameroon.
Namibia
The Group continued to make various licence commitment and training payments
to the Government of the Republic of Namibia in addition to completing basin
modelling work and other work in line with the work programme commitments.
The Company's investment in the current license is currently $1.3 million
(2023: $908k), which appears well supported by the valuations implied by
recent transactions in the region, allowing for the early stage of the
evaluation and appraisal process in addition to the implied value of the
farmout to Prime Global Energies Limited (as noted above). Furthermore, the
Directors continue to believe firmly that the relatively modest amounts of
expenditure incurred on acquiring and securing tenure to the licence is fully
supported by their initial view of its prospectivity based on the information
that is currently available.
Application to move to the next phase of the licence was made in October 2024
and is pending formal approval by the Government of Namibia.
South Africa
In South Africa, Rift Petroleum Limited, Tower's wholly owned subsidiary, and
its JV partner and operator New African Global Energy SA (Pty) Ltd, continued
to work on planning the 3D seismic acquisition, the tendering and evaluation
process for which is ongoing. The Petroleum Authority of South Africa ("PASA")
formally approved the application to enter the second renewal period,
submitted by the Operator NewAge Energy Algoa (Pty) Ltd, on 17 November 2020,
having confirmed that the first renewal period work programme had been
completed to its satisfaction. The second renewal period commits the JV to the
acquisition of 700km of 2D seismic acquisition or the acquisition of 300km of
3D seismic. The minimum spend is $5.0 million in total to the JV and this
period will conclude upon the completion of the work programme, representing a
commitment to acquire a minimum of 700km 2D or 300km of 3D seismic over the
block. Acquiring the additional seismic data in 2025 is now unlikely to be
possible, and as a result, the JV partners do not expect to acquire the new 3D
seismic data over the block until 2026 at the earliest. The operator has told
the Company that PASA accepts this position and merely requires that the
seismic acquisition obligation is completed before the JV enters the next
renewal period.
The Directors have not provided for any impairment of the Group's investment
in the Algoa Gamtoos JV principally because the economic evaluation of the
main leads in the license area remain very attractive, and also because the
current farmout discussions and the valuation of similar early-stage licenses
in Namibia indicate that there is still significant value in this license.
Impairment
In accordance with the Group's accounting policies and IFRS 6 'Exploration for
and Evaluation of Mineral Resources' the Directors have reviewed each of the
exploration license areas for indications of impairment. Having done so, it
was concluded that a full impairment review was not required on the Cameroon,
South African or Namibian CGUs.
13. Investment in subsidiaries
Loans to subsidiary undertakings Shares in subsidiary undertakings Total
Company $ $ $
Cost
At 1 January 2023 91,105,097 32,216,739 123,321,836
Net advances during the year 4,421,544 - 4,421,544
At 31 December 2024 95,526,641 32,216,739 127,743,380
Provision for impairment -
At 1 January 2023 (64,862,126) (19,908,973) (84,771,099)
Provision for impairment - - -
At 31 December 2024 (64,862,126) (19,908,973) (84,771,099)
Net book value -
At 31 December 2024 30,664,515 12,307,766 42,972,281
At 31 December 2023 26,242,971 12,307,766 38,550,737
Included within loans to subsidiary undertakings during the year of $4.4
million (2023: $5.3 million) are amounts of $3.1 million Cameroon (2023: $4.3
million), $258k South Africa (2023: $402k), $959k Rift Petroleum Holdings
(2023: $610k) and $81k (2023: $110k) Namibia.
Loans made by the parent company to subsidiary undertakings are
interest-bearing in accordance with loan agreements made in 2015, and are
repayable to the parent company on demand. Although they are repayable on
demand, they are unlikely to be repaid until the projects become successful
and the subsidiaries start to generate revenues
Credit loss allowances for amounts due from subsidiary undertakings amount to
$64.8 million (2023: $64.8 million) and are based on the expected outcomes of
the E&E projects and whether the expected value of the projects will be
less than the carrying values of the loans. Material adverse changes in the
underlying value of the E&E assets could result in further credit losses
on our intercompany receivables in the future. There is no impact to the Group
Consolidated Statement of Comprehensive Income or the Consolidated Statement
of Financial Position from credit losses on intercompany receivables, or the
subsequent reversal thereof.
The subsidiary undertakings at the year-end are as follows (these undertakings
are included in the Group accounts):
Country of Class of Proportion of voting rights held Nature of business
incorporation shares held
2024 2024 2024 2023 2024
Tower Resources Cameroon Limited (1) England & Wales Ordinary 100% 100% Holding company
Tower Resources Cameroon SA (2) Cameroon Ordinary 100% 100% Oil and gas exploration
Rift Petroleum Holdings Limited (1) Isle of Man Ordinary 100% 100% Holding company
Rift Petroleum Limited (3) Zambia Ordinary 100% 100% Oil and gas exploration
Rift Petroleum Limited (3) Isle of Man Ordinary 100% 100% Oil and gas exploration
Tower Resources (Namibia) Holdings Limited (1) England & Wales Ordinary 100% 100% Holding company
Tower Resources (Namibia) Limited (4) England & Wales Ordinary 100% 100% Oil and gas exploration
(1) Held directly by the Company, Tower Resources plc
(2) Held directly or indirectly through Tower Resources Cameroon Limited
(3) Held directly or indirectly through Rift Petroleum Holdings Limited
(4) Held directly or indirectly through Tower Resources (Namibia) Holdings
Limited
14. Trade and other receivables
Group Company
2024 2023 2024 2023
$ $ $ $
Trade and other receivables 15,599 1,420,325 15,597 1,420,323
Trade and other receivables include VAT recoverable from HMRC on late appeals
owed to the Company, which at the end of 2024 were $nil (2023: $632k), all
amounts for which were repaid by HMRC in May 2024.
At 31 December 2023 there was an amount due on the settlement of shares placed
on 18 December 2023 of $759k, which was received in January 2024.
15. Trade and other payables
Group Company
2024 2023 2024 2023
$ $ $ $
Trade payables 339,005 291,647 3,979 188,626
Other payables - 757,719 - 757,719
Accruals 857,991 1,782,761 65,330 66,945
1,196,996 2,832,127 69,309 1,013,290
Other payables comprise amounts prepaid by EECP against shares not yet drawn
down against the Share Placement Deed, which was fully repaid during 2024
(see note 17)
Accruals include UK $65k (2023: $67k); Cameroon $590k (2023: $1.4 million);
Namibia $203k (2023: $221k) and South Africa $nil (2023: $128k) and comprise
operational and other asset related costs due plus amounts payable to
Ministerial bodies with respect to licence tenure, most of which have been
settled subsequent to the year-end.
Group creditor payment days are approximately 30 days (2023: 30 days).
16. Borrowings
Total borrowings for the Group and Company are noted below:
Group Company
2024 2023 2024 2023
$ $ $ $
Principal balance at beginning of year 30,728 41,088 30,728 41,088
Amounts drawn down during the year - - - -
Principal repaid during the year (12,786) (12,465) (12,786) (12,465)
Currency revaluations at year end (193) 2,105 (193) 2,105
Principal balance at end of year 17,749 30,728 17,749 30,728
Financing costs at beginning of year 237 442 237 442
Changes to financing costs during the year - - - -
Interest expense 473 696 473 696
Interest paid during the year (625) (921) (625) (921)
Currency revaluations at year end (1) 20 (1) 20
Financing costs at the end of the year 84 237 84 237
Carrying amount at end of period 17,833 30,965 17,833 30,965
Current 12,604 12,867 12,604 12,867
Non-current 5,229 18,098 5,229 18,098
PRINCIPAL REPAYMENT DATES Group Company
2024 2023 2024 2023
$ $ $ $
Due within 1 year 12,604 12,867 12,604 12,867
Due within years 2-5 5,229 18,098 5,229 18,098
Due in more than 5 years - - - -
17,833 30,965 17,833 30,965
Borrowings represent a 5-year Barclays Bounceback loan taken out in June 2021
and repayable in June 2026. During the year, the Group and Company entered
into no new facilities (2023: $nil).
17. Share capital
2024 2023
$ $
Authorised, called up, allotted and fully paid
23,394,207,794 (2023: 12,467,459,075) ordinary shares of 0.001p 18,534,081 18,394,680
The share capital issues during 2024 are summarised as follows:
Number of shares Share capital at nominal value Share premium
$ $
At 1 January 2024 12,467,459,075 18,394,680 156,166,470
Shares issued for cash 10,089,355,877 128,805 2,719,132
Shares issued on settlement of third party fees 837,392,842 10,596 220,311
Share issue costs - - (310,502)
At 31 December 2024 23,394,207,794 18,534,081 158,795,412
In December 2022, the Company entered into a Share Placement Deed ("SPD") with
Energy Exploration Capital Partners LLC ("EECP") under which EECP advanced
$1.3 million in January 2023 against subsequent share placements as outlined
under the SPD. On 4 January and 9 February 2024 the final placements were made
under the deed of 440,567,445 and 396,825,397 respectively.
On 15 February 2024 the Company raised $674k net of fees by placing
3,333,333,333 shares for cash at 0.018 pence per share.
On 6 June 2024 the Company raised $170k net of fees by placing 1,195,652,174
shares for cash at 0.018 pence per share.
On 1 October 2024 140,000,000 shares were issued following the exercise of
broker warrants to Axis Capital at 0.018 pence per share raising $32k.
Between 22 October and 6 November 2024 the Company raised $1.4 million net of
fees by placing 4,401,851,851 shares for cash at 0.027 pence per share.
On 11 November 2024 the Company raised $225k net of fees by placing
1,108,518,519 shares for cash at 0.027 pence per share.
18. Reserves
Reserves within equity are as follows:
Share capital
Amounts subscribed for share capital at nominal value.
Share premium account
The share premium account represents the amounts received by the Company on
the issue of its shares which were in excess of the nominal value of the
shares.
Retained losses
Cumulative net gains and losses recognised in the Statement of Comprehensive
Income less any amounts reflected directly in other reserves.
19. Financial instruments
Capital risk management and liquidity risk
Capital structure of the Group and Company consists of cash and cash
equivalents held for working capital purposes and equity attributable to the
equity holders of the Parent, comprising issued capital, reserves and retained
losses as disclosed in the Statement of Changes in Equity. The Group and
Company uses cash flow models and budgets, which are regularly updated, to
monitor liquidity risk.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including
the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each material class of
financial asset, financial liability and equity instrument are disclosed in
note 1 to the financial statements.
Due to the short-term nature of these assets and liabilities such values
approximate their fair values at 31 December 2024 and 31 December 2023.
Carrying amount / fair value
2024 2023
Group $ $
Financial assets (classified as loans and receivables)
Cash and cash equivalents 284,118 20,633
Trade and other receivables 2 1,390,978
Total financial assets 284,120 1,411,611
Financial liabilities at amortised cost
Trade and other payables 339,005 1,049,366
Borrowings 17,833 30,965
Total financial liabilities 356,838 1,080,331
Carrying amount / fair value
2024 2023
Company $ $
Financial assets (classified as loans and receivables)
Cash and cash equivalents 224,814 11,663
Trade and other receivables - 1,390,976
Loans to subsidiary undertakings 30,664,515 26,242,971
Total financial assets 30,889,329 27,645,610
Financial liabilities at amortised cost
Trade and other payables 3,979 946,345
Borrowings 17,833 30,965
Total financial liabilities 21,812 977,310
Group Carrying amount Amortised cost Carrying amount Amortised cost
2024 2024 2023 2023
Loans and receivables £ £ £ £
Cash and cash equivalent 284,118 284,118 20,633 20,633
Trade and other receivables 2 2 1,390,978 1,390,978
Total financial assets 284,120 284,120 1,411,611 1,411,611
Financial liabilities measured at amortised cost
Trade and other payables 339,005 339,005 1,049,366 1,049,366
Borrowings 17,833 17,833 30,965 30,965
Total financial liabilities 356,838 356,838 1,080,331 1,080,331
Total financial instruments (72,718) (72,718) 331,280 331,280
Company Carrying amount Amortised cost Carrying amount Amortised cost
2024 2024 2023 2023
Loans and receivables £ £ £ £
Cash and cash equivalent 224,814 224,814 11,663 11,663
Trade and other receivables - - 1,390,976 1,390,976
Loans to subsidiary undertakings 30,664,515 30,664,515 26,242,971 26,242,971
Total financial assets 30,889,329 30,889,329 27,645,610 27,645,610
Financial liabilities measured at amortised cost
Trade and other payables 3,979 3,979 946,345 946,345
Borrowings 17,833 17,833 30,965 30,965
Total financial liabilities 21,812 21,812 977,310 977,310
Total financial instruments 30,867,517 30,867,517 26,668,300 26,668,300
Financial risk management objectives
The Group's and Company's objective and policy is to use financial instruments
to manage the risk profile of its underlying operations. The Group continually
monitors financial risk including oil and gas price risk, interest rate risk,
equity price risk, currency translation risk and liquidity risk and takes
appropriate measures to ensure such risks are managed in a controlled manner
including, where appropriate, through the use of financial derivatives. The
Group and Company does not enter into or trade financial instruments,
including derivative financial instruments, for speculative purposes.
Interest rate risk management
The Group and Company borrowings carry a fixed interest rate of 1% per month
and are therefore not exposed to any sensitivity risk.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to
interest rates at the reporting date and assuming the amount of the balances
at the reporting date were outstanding for the whole year.
A 100-basis point change represents management's estimate of a possible change
in interest rates at the reporting date. If interest rates had been 100 basis
points higher and all other variables were held constant the Group's profits
and equity would be impacted as follows:
Group Company
Increase Increase
2024 2023 2024 2023
$ $ $ $
Cash and cash equivalents 2,141 4,013 1,607 3,311
Borrowings 244 366 244 366
2,385 4,379 1,851 3,677
The Group's exposure to interest rate risk, which is the risk that a financial
instrument's value will fluctuate as a result of changes in market interest
rates on classes of financial assets and financial liabilities, was as
follows:
2024 2024 2023 2023
Floating interest rate Non-interest bearing Floating interest rate Non-interest bearing
$ $ $ $
Cash and cash equivalents 256,669 27,449 14,123 6,510
Foreign currency risk
The Group's and Company's reporting currency is the US dollar, being the
currency in which the majority of the Group's revenue and expenditure is
transacted. The US dollar is the functional currency of the Company and the
majority of its subsidiaries. Less material elements of its management,
services and treasury functions are transacted in pounds sterling. The
majority of balances are held in US dollars with transfers to pounds sterling
and other local currencies, as required to meet local needs. The Group does
not enter into derivative transactions to manage its foreign currency
translation or transaction risk as it does not believe such risks are
material.
At the year-end the Group and Company maintained the following cash reserves:
Group Company
2024 2023 2024 2023
Cash and cash equivalents $ $ $ $
Cash and cash equivalents held in US$ 144 2,167 144 2,167
Cash and cash equivalents held in GBP 247,447 11,149 224,670 9,496
Cash and cash equivalents held in XAF 31,855 2,460 - -
Cash and cash equivalents held in other currencies 4,672 4,857 - -
284,118 20,633 224,814 11,663
Credit risk management
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group or Company.
The Group and Company reviews the credit risk of the entities that it sells
its products to or that it enters into contractual arrangements with and will
obtain guarantees and commercial letters of credit as may be considered
necessary where risks are significant to the Group or Company.
The Group has cash and cash equivalents of $284k as at 31 December 2024 (2023:
$21k). The cash and cash equivalents are held with financial institutions
which are rated below. Wherever possible ratings are provided by Fitch
Ratings, however, where no rating was available from either Fitch Ratings or
either of the other major international credit rating agencies such as
Standard & Poor's or Moody's, the bank's local credit rating was used:
Group Company
2024 2023 2024 2023
Cash and cash equivalents Rating $ $ $ $
Barclays Bank plc A+ 224,814 11,663 224,814 11,663
Royal Bank of Scotland A+ 27,449 6,510 - -
First Afriland Bank B 31,476 2,081 - -
BGFI Bank A+ 379 379 - -
284,118 20,633 224,814 11,663
20. Share-based payments
2024 2023
$ $
Share-based payment charges included within the statement of comprehensive 374,305 337,358
income
Share-based payment charges included within the share premium account 116,129 106,789
Share-based payment charges capitalised and included within intangible 71,303 53,990
exploration assets
561,737 498,137
The share-based payments include the cost of warrants issued in respect of the
company's equity financings and bridging loan, and also share-based payments
for a number of services to the Group's various contractors and brokers and
payments in lieu of Director fees.
Options
Details of share options outstanding at 31 December 2024 are as follows:
Number in issue
At 1 January 2024 688,000,000
Lapsed during the year (70,000,000)
Awarded during the year 1,182,000,000
At 31 December 2024 1,800,000,000
( )
Date of grant Number in issue (1) Option price (pence) Latest exercise date
18 Dec 2020 86,000,000 0.450 18 Dec 2025
01 Apr 2021 88,000,000 0.450 01 Apr 2026
16 Aug 2022 148,000,000 0.300 16 Aug 2027
16 May 2023 296,000,000 0.100 15 May 2028
15 Feb 2024 1,182,000,000 0.018 14 Feb 2029
1,800,000,000
(1) These options vest in the beneficiaries in equal tranches on the first,
second and third anniversaries of grant.
The following Directors held interests, directly or indirectly, in share
options at the year-end:
2024 2023
No. No.
Jeremy Asher 1,220,000,000 480,000,000
Total 1,220,000,000 480,000,000
Warrants
Details of warrants outstanding at 31 December 2024 are as follows:
Number in issue
At 1 January 2024 983,333,174
Awarded during the year 1,278,186,434
Exercised during the year (140,000,000)
Lapsed during the year (202,168,727)
At 31 December 2024 1,919,350,881
Date of grant Number in issue Warrant price (pence) Latest exercise date
31 Mar 2020 49,816,850 0.200 30 Mar 2025
29 Jun 2020 19,719,338 0.350 28 Jun 2025
01 Oct 2020 10,960,907 0.390 30 Sep 2025
01 Dec 2020 4,930,083 0.375 30 Nov 2025
31 Dec 2020 12,116,316 0.450 30 Dec 2025
01 Apr 2021 16,998,267 0.450 31 Mar 2026
01 Jul 2021 24,736,149 0.250 30 Jun 2026
01 Oct 2021 16,233,765 0.425 30 Sep 2026
01 Jan 2022 17,329,020 0.425 01 Jan 2027
01 Apr 2022 19,851,774 0.263 01 Apr 2027
01 Jul 2022 16,831,240 0.295 01 Jul 2027
03 Oct 2022 26,114,205 0.250 03 Oct 2027
15 Feb 2023 29,114,906 0.175 15 Feb 2028
02 May 2023 43,053,960 0.143 01 May 2028
16 May 2023 112,500,000 0.100 16 May 2026
03 Jul 2023 128,571,426 0.050 02 Jul 2028
18 Dec 2023 65,000,000 0.040 18 Dec 2026
02 Oct 2023 167,286,241 0.050 01 Oct 2028
04 Jan 2024 438,596,490 0.030 03 Jan 2027
01 Jul 2024 357,142,855 0.018 01 Jul 2027
13 Aug 2024 71,428,571 0.018 13 Aug 2027
16 Oct 2024 220,092,592 0.027 16 Oct 2027
11 Nov 2024 50,925,926 0.027 11 Nov 2027
1,919,350,881
The following Directors held interests, directly or indirectly, in share
warrants at the year-end:
2024 2023
No. No.
Jeremy Asher 545,451,148 333,341,403
Paula Brancato 256,129,357 96,981,488
Mark Enfield 254,285,509 95,137,640
Stacey Kivel 71,428,571 -
Total 1,127,294,585 525,460,531
The weighted average exercise price of share warrants was 0.07p (2023: 0.28p)
with a weighted average contractual life of 2.4years (2023: 2.8 years). At 31
December 2024 and 2023 all warrants had fully vested.
In compliance with the requirements of IFRS 2 on share-based payments, the
fair value of options or warrants granted during the year is calculated using
the Black Scholes option pricing model. For this purpose, the volatility
applied in calculating the above charge varied between 73% and 151% (2023: 20%
and 100%), depending upon the date of grant, and the risk-free interest rate
was 3.7%-4.1% (2023: 3.5%) and the Dividend Yield was nil% for 2024 and 2023.
The Company's share price ranged between 0.04p and 0.02.p (2023: 0.02p and
0.2p) during the year. The closing price on 31 December 2024 was 0.04p per
share (2023: 0.03p). The weighted average exercise price of the share options
was 0.1p (2023: 0.4p) with a weighted average contractual life of 3.6 years
(2023: 3.1 years). The total number of options vested at the end of the year
was 263.3 million (2023: 214.7 million).
21. Related party transactions
Related party transactions include both transactions between group companies
and the Directors of the Company, and also intercompany transactions within
the Group.
The key management of the Group comprises the Directors of the Company. Except
as disclosed, there are no transactions with the Directors other than their
remuneration and interests in shares, share options and warrants. As noted in
the Directors' Report, Pegasus Petroleum Ltd ("Pegasus"), a company owned and
controlled by Jeremy Asher, received $587k (2023: $567k) in fees for
management services provided by both Jeremy Asher and third parties. Further
information on Directors' remuneration is detailed in the Directors' Report
and their total remuneration in each of the categories specified in IAS 24
'Related Party Disclosures' is shown below:
Group Company
2024 2023 2024 2023
$ $ $ $
Fees charged by companies associated with Jeremy Asher for services provided 531,161 521,862 - -
by Jeremy Asher (1)
Fees charged by companies associated with Jeremy Asher for other financial and 56,097 45,787 - -
administrative support services (1)
Share-based payments paid to Directors 123,781 148,423 123,781 148,423
Share-based payments paid to companies associated with Jeremy Asher (1) 199,506 129,831 199,506 129,831
Finance interest on intercompany loan accounts - - 1,776,236 1,487,503
Fees charged with respect to the provision of strategic advice and support - - 125,831 172,135
by the parent
910,545 845,903 2,225,354 1,937,892
(1) Charged by Pegasus Petroleum Limited ("Pegasus"), a company registered in
the Channel Islands, to Rift Petroleum Holdings Limited, a wholly owned
subsidiary of Tower Resources plc and registered in the Isle of Man. Pegasus
Petroleum Limited ("Pegasus") is owned and controlled by a family trust of
which Jeremy Asher is the settlor and lifetime beneficiary.
The following amounts were owed by subsidiary undertakings at the balance
sheet date:
Rift Rift Tower Resources (Namibia) Holdings Limited Tower Resources Namibia Tower Resources Cameroon Limited Tower Resources Cameroon SA TOTAL
Petroleum Holdings Limited
Petroleum Limited
($000)
Limited
($000)
($000)
($000)
($000)
($000)
($000)
2024 4,184 2,545 20 549 6 23,360 30,664
2023 3,225 2,287 16 472 4 20,239 26,243
22. Control
The Company is under the control of its shareholders and not any one party.
23. Leases and capital commitments
The Group is committed to funding the following exploration expenditure
commitments as at 31 December 2024
Country Interest 2025 2026 onwards
Cameroon Thali (1) Cameroon 100% $15.00 million -
South Africa Algoa-Gamtoos (2) South Africa 50% $0.14 million $3.62 million
Namibia Blocks 1910A, 1911 and 1912B (3) Namibia 80% $4.50 million -
$19.64 million $3.62 million
(1) Extension and farmout award pending Government consent
(2) Period ends on completion of work programme commitments
(3) Current period expiry October 2024. Application submitted for formal
approval of second period. All commitments fulfilled for first period.
24. Subsequent events
10 January 2025: Transformational farm-out agreements executed with Prime
Global Energies Limited ("Prime") for minority, non-operated interests in the
Company's Thali license, offshore Cameroon, and PEL96 offshore Namibia.
Tower agreed to farm-out a 42.5% non-operated interest in the Thali license to
Prime in exchange for a US$15,000,000 cash contribution towards the Thali work
programme and drilling of the NJOM-3 well in 2025, and further terms as set
out in the announcement. In addition, Prime has also agreed to farm-in to
PEL96, offshore Namibia, for a 25% non-operated interest. The Company's
shareholder Pegasus Petroleum Limited ("Pegasus", a company owned by the Asher
Family Trust, of which the Company's Chairman Jeremy Asher is the lifetime
beneficiary) agreed to modify certain agreements between Pegasus and Tower and
also to subscribe to further shares in Tower, as set out in the announcement.
As a result of these arrangements, the Company received cash proceeds of
$937,500 in cash immediately and will receive a further $3,437,500 cash
following completion of the two farm-out agreements.
22 January 2025: A broker to the Company exercised rights over 271,018,518
Ordinary shares comprised of 271,018,518 Warrants at an exercise price of
0.027p per share and at an exercise cost of £73,175.
7 March 2025: 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 for a cash consideration on
completion of $375k.
At the same time, the Company noted that Tower Resources Cameroon SA has
submitted the TRCSA-Prime farm-out agreement documentation and the request for
a year's further extension of the First Exploration Period of the Thali
license to the Cameroon Minister of Mines, Industry and Technological
Development for approvals.
26 March 2025: The Company announced that it had agreed 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 if not prepaid earlier.
Prime Resources Limited is a Gibraltar-registered private investment company
and is not related to the Company's prospective farm-in partner Prime Global
Energies Limited.
9 April 2025: The Company announced that it had made an annual award of
1,540,000,000 Restricted Shares to directors, employees and consultants under
its Long Term Incentive Plan (LTIP).
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. END FR UPUGWQUPAGMGRecent news on Tower Resources
See all newsREG - Tower Resources PLC - Letter of Award for Rig Contract in Cameroon
AnnouncementREG - Tower Resources PLC - Posting of the Annual Report and Notice of Meeting
AnnouncementREG - Tower Resources PLC - Preliminary Results to 31 December 2024
AnnouncementREG - Tower Resources PLC - Grant of Restricted Shares under LTIP
AnnouncementREG - Tower Resources PLC - Bridge Loan
Announcement