Interim Results to 30 June 2022

RNS Number : 2590B
Tower Resources PLC
30 September 2022
 

30 September 2022

 

Tower Resources plc

Interim Results to 30 June 2022

 

Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM-listed oil and gas company with its focus on Africa, announces its Interim Results for the six months ended 30 June 2022.

 

HIGHLIGHTS

 

§ January 2022 - Placing of 576,923,077 new ordinary shares at 0.26p to raise £1.5 million (gross), with the Company's Chairman and CEO, Jeremy Asher, subscribing for 9,615,384 new Ordinary Shares in the Placing for £25,000 ;

§ February 2022 - Announcements by the National Petroleum Corporation of Namibia, Shell Namibia Upstream B.V. and QatarEnergy, regarding the drilling success of the Graff-1 well on PEL 39 with discoveries in both its primary and secondary targets, proving a working petroleum system for light oil in the Orange Basin, offshore Namibia, and analysis by the Company of the implications for its own Namibian blocks;

§ May 2022 - The Cameroon Minister of Mines, Industry and Technological Development (MINMIDT) granted a further extension of the First Exploration Period of the Thali PSC to 11 May 2023.

§ June 2022 - Tower Resources Cameroon SA executed a term sheet with BGFI Bank Group, the largest bank group in Central Africa, for a medium term loan of CAF 4.42 billion (equivalent to approximately US$7.1 million) as partial financing of the NJOM-3 well on the Thali block in Cameroon. The loan would cover around 40% of the US$18 million well cost, with a further amount in excess of 25% already having been paid for by TRCSA, and the balance of 35% of the cost of the well also to be funded by TRCSA.

 

POST REPORTING PERIOD EVENTS

 

§ August 2022 - Placing of 857,142,286 new ordinary shares at 0.175p to raise £1.5 million (gross) with the Company's Chairman and CEO, Jeremy Asher, subscribing for 142,857,143 new Ordinary Shares in the Placing for £250,000;

§ August 2022 - Issue of 11,200,000 Ordinary shares in the Company to Bedrock Drilling Ltd in lieu of fees to the value of £25,200.

 

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

 

 

Contacts

 

Tower Resources plc

+44 20 7157 9625

Jeremy Asher
Chairman and CEO

 

 

Andrew Matharu
VP - Corporate Affairs

 

 

 

SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker

Stuart Gledhill

Caroline Rowe

 

+ 44 20 3470 0470

Novum Securities Ltd
Joint Broker

Jon Bellis

Colin Rowbury

+ 44 20 7399 9400

 

 

Panmure Gordon (UK) Limited
Joint Broker

John Prior

Hugh Rich

 

+ 44 20 7886 2500

 

 

CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2022

Dear Shareholder,

The first six months of 2022 have seen our Company making significant progress in a volatile environment, and against a backdrop of encouraging drilling results in Namibia. The more active market for rigs and services has presented both benefits and challenges: a number of stacked rigs have been put back into service, but several of these have been pulled into other markets and others are still finalising work sequences, while lead times for services have increased. This means that we have yet to finalise our rig selection and timing for the NJOM-3 well, as we need to fit our single-well requirement in with other companies' multi-well plans. This may still result in a spud before year-end, but is more likely to be in the New Year; however there are a number of options available to us, and therefore we still expect to get the well underway in good time.

We have also made progress with the financing of the NJOM-3 well. We received and agreed a non-binding term sheet for around US$7 million of debt financing from BGFI, the largest bank in Cameroon, in June, and BGFI tell us that they are still expecting to have their board's binding approval and draft documentation in September (today) or shortly after. In the meantime, we also received a non-binding term sheet for around US$10 million of debt financing from another bank, the Cameroon branch of one of the largest and oldest banks on the African continent, which we are presently reviewing. However we proceed, the final agreement will of course be subject to, inter alia, the execution of definitive documents.

In South Africa, we have watched closely the litigation in respect of Shell's proposed seismic survey. Our understanding is that the South African court found what appear to be deficiencies in the process by which Shell and their partners had conducted Environmental Impact Assessments ("EIA") prior to the survey. Our current view is that this should not prevent conducting of the intended survey over the deepwater lead in our Algoa-Gamtoos block, that we and operator NewAge have identified on trend with TotalEnergies' Brulpadda and Luiperd discoveries in the Outeniqua basin. However, it does emphasise how critical the correct EIA process is. We believe that our deepwater area is less environmentally sensitive than the area that was subject to the recent controversy, and shareholders will recall that we have already conducted seismic data acquisition in this block closer to shore. Nevertheless, it is now even clearer than before that the EIA and planning process cannot be rushed, which we believe the Petroleum Authority of South Africa also understands.

Given the scale of the potential prize in the Shallow and Deep sections of the Deepwater Slope and the Deepwater Basin Floor fan in our Algoa-Gamtoos block, comprising some 1.4 billion boe of pMean unrisked recoverable resources, we certainly plan to push ahead with the acquisition and processing of 3D seismic data over these leads, to firm up a drillable prospect, before entering the final exploration period of the Algoa-Gamtoos license.

In Namibia, we are in the process of completing the initial phase of basin modelling work on our PEL96 license, and will be sharing publicly what we can of that work in the coming weeks. The focus of this preliminary phase has been on analysing the spatial distribution of the source rocks, hydrocarbon generative kitchens and migration pathways in the southern and central area of the license, serving the numerous leads we had already identified in the Dolphin Graben. We turned to this area first because in the past less work had been done there, due to the interest that we and our previous partners understandably showed in the giant geological structures in the more western portion of the license area. However, we now feel that the Dolphin Graben warrants more detailed charge modelling work to understand the hydrocarbon generation and migration history in this area, because of the recent drilling success in the southern Namibian offshore, and also the Wingat-1 and Murombe-1 wells having encountered well-developed source rocks in the Walvis Basin as well.

Shareholders may recall that the source rocks encountered in the Wingat-1 and Murombe-1 wells were rich in organic carbon, and in the oil window, and both wells recovered 38º- 42º oil to surface; and that the well 1911/15-1 on our own block also encountered source rocks and oil shows. It now appears that the Lower Cretaceous source rocks extend all the way from the Orange Basin, where TotalEnergies and Shell have had their recent successes, up to the Walvis Basin, as we discussed in our announcement in February. Therefore, the current phase of work identifies the potential of these source rocks to provide oil to the various structural closures and potential stratigraphic traps, of similar geometry to those encountered in the recent Orange basin discoveries, identified in the Dolphin Graben area. Our previous analysis identified several structural closures with individual examples ranging up to 686 million boe in potential recoverable resources, and this is the analysis that we are updating now.

However, we still need to continue basin modelling work on the other potential source rocks and potential generative kitchens where significant volumes of oil could have potentially been generated and expelled in the license area. These have the potential to feed the giant structural closures on the license area, to the West and North. Therefore the basin modelling over the rest of the license area will remain a work in progress for a few more months.

We are working on a multi-client program to acquire the 3D seismic data required for our final prospect evaluation and prioritisation on PEL96, which is tentatively scheduled to begin in Q4 2023. To this end, we have authorised initial expenditure on an EIA in respect of this proposed program.

In summary, we are continuing to make progress in Cameroon and Namibia; and despite the legal issues Shell has faced in South Africa we are confident that we can still move forward there, albeit with caution. We want to drill as soon as we can in Cameroon in particular, and this continues to be our immediate priority.

 

 

Jeremy Asher 

Chairman and Chief Executive

30 September 2022

 

 


 


 

 

 

 

 

 

 

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 



Six months ended
30 June 2022
(unaudited)

 

Six months ended
30 June 2021
(unaudited)


Note

$

 

$

Revenue

 

-

 

-

Cost of sales


-

 

-

Gross profit

 

-

 

-

Other administrative expenses


(520,416)


(429,463)

VAT provision


-


519,912

Total administrative expenses

 

(520,416)

 

90,449

Group operating loss

 

(520,416)

 

90,449

Finance expense


(1,711)


(129,907)

Loss for the period before taxation

 

(522,127)

 

(39,458)

Taxation


-


-

Loss for the period after taxation


(522,127)


(39,458)

Other comprehensive income


-


-

Total comprehensive expense for the period


(522,127)


(39,458)



 



Basic loss per share (USc)

3

(0.03c)


(0.11c)

Diluted loss per share (USc)

3

(0.03c)


(0.11c)


INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION



30 June 2021
(unaudited)

31 December 2021
(audited)

 

Note

 $

$

Non-current assets

 



Exploration and evaluation assets

4

29,566,534

28,780,391



29,566,534

28,780,391

Current assets

 



Trade and other receivables

5

10,966

8,239

Cash and cash equivalents


95,082

10,227



106,048

18,466

Total assets

 

29,672,582

28,798,857

Current liabilities

 



Trade and other payables

6

1,629,751

2,336,336

Borrowings

7

12,357

13,801



1,642,108

2,350,137

Non-current liabilities

 



Borrowings

7

35,625

46,548



35,625

46,548

Total liabilities

 

1,677,733

2,396,685

Net assets

 

27,994,849

26,402,172

Equity

 



Share capital

8

18,272,712

18,264,803

Share premium

8

150,616,116

148,747,595

Retained losses


(140,893,979)

(140,610,226)

Total shareholders' equity

 

27,994,849

26,402,172

 

Signed on behalf of the Board of Directors

Jeremy Asher

Chairman and Chief Executive

30 September 2022

 

 


INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


Share
capital

Share
premium

1 Share-based
payments
reserve

Retained
losses

Total

 

$

$

$

$

$

At 1 January 2021

18,254,040

145,343,446

8,187,337

(149,813,573)

21,971,250

Shares issued for cash

5,521

1,767,869

-

-

1,773,390

Shares issued on settlement of third-party fees

273

88,330

-

-

88,603

Share issue costs

-

(92,046)

-

-

(92,046)

Share based payment charges

-

-

206,221

-

206,221

Total comprehensive income for the period

-

-

-

(39,458)

(39,458)

At 30 June 2021

18,259,834

147,107,599

8,393,558

(149,853,031)

23,907,960

Shares issued for cash

4,882

2,070,374

-

-

2,075,256

Shares issued on settlement of third-party fees

87

21,738

-

-

21,825

Share issue costs

-

(452,116)

-

-

(452,116)

Share based payment charges

-

-

762,490

-

762,490

Transfer to retained losses

-

-

(6,272,250)

6,272,250

-

Total comprehensive expense for the period

-

-

-

86,757

86,757

At 31 December 2021

18,264,803

148,747,595

2,883,798

(143,494,024)

26,402,172

Shares issued for cash

7,909

2,048,242

-

-

2,056,151

Shares issued on settlement of third-party fees

-

-

-

-

-

Shares issue costs

-

(179,721)

-

-

(179,721)

Total comprehensive income for the period

-

-

238,374

(522,127)

(283,753)

At 30 June 2022

18,272,712

150,616,116

3,122,172

(144,016,151)

27,994,849

 

1 The share-based payment reserve has been included within the retained loss reserve and is a non-distributable reserve.


INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS



Six months ended
30 June 2022
(unaudited)

Six months ended
30 June 2021
(unaudited)

 

Note

$

$

Cash outflow from operating activities

 



Group operating (loss) / profit for the period


(520,416)

90,449

Share-based payments

9

238,374

206,221

Finance costs


(1,201)

(769)

Operating cash flow before changes in working capital

 

(283,243)

295,901

Increase in receivables and prepayments


(2,727)

(14,470)

Decrease in trade and other payables


(706,585)

(539,234)

Cash used in operating activities

 

(992,555)

(257,803)

Investing activities

 



Exploration and evaluation costs

4

(786,143)

(861,881)

Net cash used in investing activities

 

(786,143)

(861,881)

Financing activities

 



Cash proceeds from issue of ordinary share capital net of issue costs

8

1,876,430

1,769,947

Repayment of borrowing facilities


(6,433)

(501,154)

Repayment of interest on borrowing facilities


(676)

(35,142)

Effects of foreign currency movements on borrowing facilities


(5,769)

1,010

Net cash from financing activities

 

1,863,553

1,234,660

Increase in cash and cash equivalents


84,855

114,976

Cash and cash equivalents at beginning of period


10,227

10,054

Cash and cash equivalents at end of period

 

95,082

125,030

 


NOTES TO THE INTERIM FINANCIAL INFORMATION

 

1.  Accounting policies

a)  Basis of preparation

This interim financial report, which includes a condensed set of financial statements of the Company and its subsidiary undertakings ("the Group"), has been prepared using the historical cost convention and based on International Financial Reporting Standards ("IFRS") including IAS 34 'Interim Financial Reporting' and IFRS 6 'Exploration for and Evaluation of Mineral Reserves', as adopted by the United Kingdom ("UK").

The condensed set of financial statements for the six months ended 30 June 2022 is unaudited and does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. They have been prepared using accounting bases and policies consistent with those used in the preparation of the audited financial statements of the Company and the Group for the year ended 31 December 2021 and those to be used for the year ending 31 December 2022. The comparative figures for the half year ended 30 June 2021 are unaudited. The comparative figures for the year ended 31 December 2021 are not the Company's full statutory accounts but have been extracted from the financial statements for the year ended 31 December 2021 which have been delivered to the Registrar of Companies and the auditors' report thereon was unqualified and did not contain a statement under sections 498(2) and 498(3) of the Companies Act 2006.

This half-yearly financial report was approved by the Board of Directors on 30 September 2022.

b)  Going concern

The Group will need to complete its farm-out and/or another asset-level transaction within the coming months, or otherwise raise further funds, in order to meet its liabilities as they fall due, particularly with respect to the forthcoming drilling programme in Cameroon. The Directors believe that there are a number of options available to them through either, or a combination of, capital markets, farm-outs or asset disposals with respect to raising these funds. There can, however, be no guarantee that the required funds may be raised, or transactions completed within the necessary timeframes, which raises uncertainty as to the application of going concern in these accounts. Having assessed the risks attached to these uncertainties on a probabilistic basis, the Directors are confident that they can raise sufficient finance in a timely manner and therefore believe that the application of going concern is both appropriate and correct.

 

2.  Operating segments

The Group has two reportable operating segments: Africa and Head Office. Non-current assets and operating liabilities are located in Africa, whilst the majority of current assets are carried at Head Office. The Group has not yet commenced production and therefore has no revenue. Each reportable segment adopts the same accounting policies. In compliance with IAS 34 'Interim Financial Reporting' the following table reconciles the operational loss and the assets and liabilities of each reportable segment with the consolidated figures presented in these Financial Statements, together with comparative figures for the period-ended 30 June 2021.


Africa

Head Office

Total

 

Six months
ended
30 June 2022

Six months
ended
30 June 2021

Six months
ended
30 June 2022

Six months
ended
30 June

2021

Six months
ended
30 June 2022

Six months
ended
30 June 2021


$

$

$

$

$

$

Loss by reportable segment

22,076

(65,611)

500,051

105,069

522,127

39,458

Total assets by reportable segment 1

  29,592,742

27,954,857

79,840

135,531

28,090,388

Total liabilities by reportable segment 2

(1,359,118)

(2,384,500)

(318,615)

(1,797,928)

(1,677,733)

(4,182,428)








1 Carrying amounts of segment assets exclude investments in subsidiaries.






2 Carrying amounts of segment liabilities exclude intra-group financing.




















 

3.  Loss per ordinary share



Basic & Diluted

 


30 June 2022
(unaudited)

31 December 2021
(audited)



$

$

(Loss) / profit for the period


(522,127)

47,299

Weighted average number of ordinary shares in issue during the period

1,857,595,225

1,865,280,160

Dilutive effect of share options outstanding


-

35,416,521

Fully diluted average number of ordinary shares during the period


1,857,595,225

1,900,696,681

(Loss) / profit per share (USc)


(0.03c)

0.00c

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


Exploration and evaluation assets

Goodwill

Total

Period-ended 30 June 2022

$

$

$

Cost

 



At 1 January 2022

100,788,853

8,023,292

108,812,145

Additions during the period

786,143

-

786,143

At 30 June 2022

101,574,996

8,023,292

109,598,288

Amortisation and impairment

 



At 1 January 2022

(72,008,462)

(8,023,292)

(80,031,754)

At 1 January and 30 June 2022

(72,008,462)

(8,023,292)

(80,031,754)

Net book value

 



At 30 June 2022

29,566,534

-

29,566,534

At 31 December 2021

28,780,391

-

28,780,391

 

In accordance with the Group's accounting policies and IFRS 6 the Directors' have reviewed each of the exploration license areas for indications of impairment. Having done so, based on the financial constraints on the Group, and specific issues associated with each license it was concluded that a full ongoing impairment was only necessary in the case of the Zambian licenses 40 and 41, the circumstances of which have not changed since previous reporting period.

The additions during the period represent Cameroon $618k (2021: $587k), $54k in South Africa (2021: $197k) and $115k in Namibia (2021: $77k). The focus of the Group's activities during this period has been on preparing for and acquiring inventory and services with respect to the anticipated drilling of the Njonji-3 appraisal well alongside ongoing subsurface evaluation in Namibia.

5.  Trade and other receivables


30 June 2022
(unaudited)

31 December 2021
(audited)


$

$

Trade and other receivables

10,966

8,239

 

Trade and other receivables comprise prepaid expenditures.

6.  Trade and other payables


30 June 2022
(unaudited)

31 December 2021
(audited)


$

$

Trade and other payables

289,950

272,627

Work programme-related accruals

1,191,825

1,847,575

Other accruals

128,583

144,160

VAT payable

19,393

71,974


1,629,751

2,336,336

 

The future ability of the Group to recover UK VAT has been confirmed by the Upper Tier Tribunal in its judgement in favour of the Company on 20 May 2021 and is no longer the subject of a dispute with HMRC.

Work programme-related accruals of $1.2 million (2021: $1.8 million) comprise $422k with respect to Cameroon (2021: $1.1 million) and $769k with respect to South Africa (2021: $723k).

7.  Borrowings


Group

 

30 June 2022
(unaudited)

31 December 2021
(audited)

 

$

$

Principal balance at beginning of period

59,532

1,338,726

Amounts drawn down during the period

-

-

Amounts repaid during the period

(6,433)

(1,278,451)

Currency revaluations at year end

(5,695)

(743)

Principal balance at end of period

47,404

59,532

 



Financing costs at beginning of year

818

(7,026)

Changes to financing costs during the year

-

47,383

Interest expense

510

99,997

Interest paid

(676)

(139,516)

Currency revaluations at year end

(74)

(20)

Financing costs at the end of the year

577

818

 



Carrying amount at end of period

47,982

60,349

Current

12,357

13,801

Non-current

35,625

46,548




Repayment dates

Group

 

30 June 2021
(unaudited)

31 December 2020
(audited)

 

$

$

Due within 1 year

12,357

13,801

Due within years 2-5

35,625

46,548

Due in more than 5 years

-

-

 

47,982

60,349

 

During the period, the Group and Company entered into no new facilities (2021: $nil).

On 21 January 2021, the Company repaid in full the $500k loan facility with Shard Merchant Capital Ltd. The terms of the Shard Facility included the issue of 31,446,541 attached three-year warrants at a strike price of 0.6 pence and 5,761,198 shares to pre-pay interest charged at 12% per annum. The loan was secured by a fixed and floating charge over the Company's assets in favour of Shard Merchant Capital Ltd. The repayment of the loan included facility transaction costs of $35k.

On 4 March 2021, the Pegasus Petroleum Limited loan facility, to which Jeremy Asher is a controlling party, was extended to the end of November 2021. Consideration for the extension comprised an increase in the production-based payments, the amount depending on whether the loan would be repaid by 15 July or only in November 2021. Additionally, simple interest would accrue at 12% per annum pro rata, commencing on 4 March 2021, and would only be paid at the end of the facility period. The 15 July date was subsequently extended to 20 August 2021, with the production-based payments effectively limited to 3.75% of the Contractor share of revenues from the production sharing contract, net of the Government share and net of all Petroleum Taxes, and the facility was fully repaid on 20 August 2021.

8.  Share capital



30 June 2022
(unaudited)

31 December 2021
(audited)



$

$

Authorised, called up, allotted and fully paid

 



2,686,095,669 (2021: 2,109,172,592) ordinary shares of 0.001p


18,272,712

18,264,803

 

The share capital issues during the period are summarised below:


Number of shares

Share capital at nominal value

Share premium

 Ordinary shares


$

$

 At 1 January 2022

2,109,172,592

18,264,803

148,747,595

 Shares issued for cash

576,923,077

7,909

2,048,242

 Share issue costs

-

-

(179,721)

 At 30 June 2022

2,686,095,669

18,272,712

150,616,116

 

9.  Share-based payments

In the Statement of Comprehensive Income the Group recognised the following charge in respect of its share-based payment plan:

30 June 2022
(unaudited)

31 December 2021
(audited)

$

$

Share-based payment charges incurred on incentivisation of staff included within administrative expenses

(158,101)

(153,039)

Share-based payment charges incurred on incentivisation of consultants included within administrative expenses

(34,417)

(11,066)

Share-based payment charges recharged to subsidiary undertakings on incentivisation of staff and consultants

(14,861)

(42,116)

Share-based payment charges incurred on shares issued for cash

(30,995)

-

 

(238,374)

(206,221)

Share-based payment charges incurred on issue of options and warrants as part of loan financing facilities included within finance expense

-

(28,183)

Total share-based payment plan charges for the period

(238,374)

(234,404)

Options

Details of share options outstanding at 30 June 2022 are as follows:

 

 

 

Number in issue

At 1 January 2022



244,000,000

Awarded during the period



-

Lapsed during the period



-

At 30 June 2022

 

 

244,000,000

 

Date of grant

Number in issue

Option price (p)

Latest exercise date

24 Jan 19

70,000,000

1.250

24 Jan 24

18 Dec 20

86,000,000

0.450

18 Dec 25

01 Apr 21

88,000,000

0.450

01 Apr 26


244,000,000



 

These options vest in the beneficiaries in equal tranches on the first, second and third anniversaries of grant.

 

Warrants

Details of warrants outstanding at 30 June 2022 are as follows:




Number in issue

At 1 January 2022



806,635,644

Awarded during the period



44,239,618

Lapsed during the period



(92,212,000)

At 30 June 2022

 

 

758,663,262

 

Date of grant

Number in issue

Warrant price (p)

Latest  exercise date

09 Nov 17

31,853,761

1.000

09 Nov 22

01 Jan 18

2,542,372

1.000

01 Jan 23

01 Apr 18

2,083,333

1.500

01 Apr 23

01 Jul 18

2,272,726

1.780

30 Jun 23

01 Oct 18

4,687,500

1.575

30 Sep 23

24 Jan 19

19,999,999

1.200

23 Jan 24

16 Apr 19

90,000,000

1.000

14 Apr 24

30 Jun 19

4,285,714

1.000

28 Jun 24

30 Jul 19

3,000,000

1.000

28 Jul 24

15 Oct 19

191,365,084

1.000

13 Oct 24

31 Mar 20

49,816,850

0.200

30 Mar 25

29 Jun 20

19,719,338

0.350

28 Jun 25

28 Aug 20

78,616,352

0.600

28 Aug 23

01 Oct 20

10,960,907

0.390

30 Sep 25

01 Dec 20

4,930,083

0.375

30 Nov 25

31 Dec 20

12,116,316

0.450

30 Dec 25

01 Apr 21

16,998,267

0.450

31 Mar 26

01 Jul 21

24,736,149

0.250

30 Jun 26

14 Jan 21

128,205,128

0.650

14 Jan 23

01 Oct 21

16,233,765

0.425

30 Sep 26

01 Jan 22

17,329,020

0.425

01 Jan 27

13 Jan 22

7,058,824

0.425

12 Jan 27

01 Apr 22

19,851,774

0.263

01 Apr 27


758,663,262



10.  Subsequent events

1 July 2022: Issue of warrants in lieu of £30,000 (in aggregate) of Directors fees to Paula Brancato (3,366,248 warrants), Mark Enfield (3,366,248 warrants), and Jeremy Asher (6,732,496 warrants) in settlement of fees due for the period from 1 July 2022 to 30 September 2022. The warrants are exercisable at a strike price of 0.295 pence, which is the same as the closing share price of 0.295 pence per share on 30 June 2022. The warrants are exercisable for a period of 5 years from the date of issue.

2 August 2022: Placing and subscription for approximately 857,142,286 new ordinary shares of 0.001 pence each raising gross proceeds of £1,499,999 at a price of 0.175 pence per Placing Share. The Company also issued a broker warrant in favour of Novum granting it the right to acquire 10,588,228 ordinary shares for a period of two years at a price of 0.425p per share. While the financing discussions in respect of the NJOM-3 well are concluded, the funds have been raised in preparation for the drilling of the NJOM-3 well, including payments on account of services associated with the well, and for working capital purposes via the Placing and subscription. A small portion of the funds raised will also be used to advance the Company's other 2022 work programs in Namibia and South Africa, including the basin modelling work currently underway on the Company's Namibian license PEL 96.

16 August 2022: Grant of Options under Annual Long Term Incentive Plan over a total of 148 million new ordinary shares in the capital of the Company were awarded at an exercise price of 0.30 pence per ordinary share, being a premium of 48% over the closing price of the Shares on that day. The Options will vest in three equal tranches being 12, 24 and 36 months respectively after issue and will expire, if not previously exercised, on the fifth anniversary of their issue, and will be governed by the terms of the Company's existing share option scheme. The award of options under the Long-Term Incentive plan is an annual event, which normally takes place in the first quarter of each year, but was delayed in 2022 due to a closed period and other factors.

30 August 2022: Issue of 11,200,000 Ordinary shares in the Company to Bedrock Drilling Ltd on 27 August 2022 in lieu of fees to the value of £25,200. The Company has issued shares in lieu of fees on previous occasions to Bedrock Drilling, which provides well project management, well engineering services and drilling consultancy services to Tower's operations on the Thali block, offshore Cameroon, both to reduce cash costs and above all to align long term incentives with our well management team.

 

 

 

 

 

 

 

 

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