Preliminary Results to 31 December 2022

Tower Resources PLC
19 June 2023
 

19 June 2023

 

 

Tower Resources plc

Preliminary Results to 31 December 2022

 

Tower Resources plc (the "Company", the "Group" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, announces its preliminary results for the 12 months ended 31 December 2022.


Highlights:

·   In Cameroon, the Group's exploration and evaluation expenditure on the Thali Production Sharing Contract ("PSC") amounted to $3.1 million (2021: $1.3 million). A formal request for extension of the First Exploration Period of the PSC to 11 May 2024 has been submitted to the Minister of Mines, Industry and Technological Development ("MINMIDT") and the Company has been informed that processing of this extension is underway. Other Cameroon highlights include:

·   Discussions continued with rig owners and operators with the aim to secure rig availability in the third and/or fourth quarter of 2023 to drill the NJOM-3 well.

·   Discussions continued for asset level financing with several parties, including a term loan of approximately $7 million with BGFI Bank Group.

·   Updated resource estimates and risk profiles were developed for the reservoirs connected to the NJOM-1 and the NJOM-2 discovery wells, substantially lowering risk attributed to PS9 Sup and PS3 HW reservoirs, and increasing total risked pMean prospective resources to 35.4 million bbls.

·   In South Africa, operator NewAge continued to work towards the acquisition of 3D seismic over the permit area.

·   In Namibia Tower has been conducting basin modelling to support technical evaluation of the leads identified to date as part of the work programme for the Initial Exploration Period for PEL 96. The Company is now moving forward with more detailed and focused geological and geophysical analysis aiming to high-grade areas for further seismic data acquisition. Once this work has been completed, Tower is planning to acquire new 3D seismic data over the most promising leads/prospects in line with its work programme.

·   Following the favourable VAT rulings from the Upper Tribunal in 2022 with respect to the Group's UK VAT position, of the three remaining appeals outstanding at the year-end, two have been settled with a further appeal remaining under discussion. The Company received £351k ($422k) in settlement of the first two appeals, after the accounts date.

·   Administrative costs net of share-based payment charges of $631k (2021: $762k) include legal fees incurred totalling $133k (2021: $263k)

·   Cash balance at year-end of $231k (2021: $10k)

  

Post-reporting period events:

16 January 2023: Facility Agreement with Energy Exploration Capital Partners LLC ("EECP") to raise $1.25 million. The facility provides for further convertible advances of up to $4.75 million subject to certain conditions.

15 February 2023: Issue of 23.2 million warrants in lieu of £30,000 (in aggregate) of Directors fees in respect of the period January-March 2023, to conserve the Company's working capital. The warrants are exercisable at a strike price of 0.175 pence (0.21¢) per share. The warrants are exercisable for a period of five years from the date of issue.

30 March 2023: Share issuance in accordance with the terms of the investment deed with EEPC announced on 16 January 2023, of 102,543,067 ordinary shares of 0.001 pence each. The purchase price of 0.12 pence (0.15¢) per Ordinary Share for the settlement amount of $150,000 had been prepaid by EEPC as part of the 16 January advance.

27 April 2023: Cameroon operational update covering:

·    Application for a one-year extension of the initial exploration period of the PSC, following positive discussions with the Minister of Mines, Industry and Technological Development and the Prime Minister of the Republic of Cameroon.

·    Ongoing discussions with rig owners and operators with the aim to secure rig availability in the third and fourth quarter of this year to drill at NJOM-3.

·    Ongoing negotiations for a term loan of approximately $7 million with BGFI Bank Group and asset-level financing with several other parties.

·    Updated resource estimates and risks for the reservoirs connected to the NJOM-1 and the NJOM-2 discovery wells, substantially lowering risk attributed to PS9 Sup and PS3 HW reservoirs, and increasing total risked pMean prospective resources to 35.4 million bbls.

·    Deployment of software to conduct detailed attribute analysis of the reprocessed 3D seismic data to identify the oil and gas elements of the reservoirs in the Njonji-1 and Njonji-2 fault blocks, resulting in a clearer picture of the pay zones in both fault blocks.

2 May 2023: Issue of 34.4 million warrants in lieu of £30,000 (in aggregate) of Directors fees in respect of the period April-June 2023, to conserve the Company's working capital. The warrants are exercisable at a strike price of 0.1425 p (0.18¢) per share, a premium of 24% over the mid-point closing share price on 28 April 2023. The warrants are exercisable for a period of five years from the date of issue.

16 May 2023: Placing and subscription of 4,600 million shares to raise £2.3 million ($2.9 million) at a price of 0.05p (0.06¢) per share.

16 June 2023: Namibia technical update setting out initial conclusions from basin modelling work prior to and after the accounts date.

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

Kasia Brzozowska

 

+44 20 3470 0470

 

Novum Securities Limited
Joint Broker

Jon Bellis

Colin Rowbury

 

+44 20 7399 9400

 

 

 

Axis Capital Markets Limited
Joint Broker

Richard Hutchison

 

+44 0203 026 2689

 

Panmure Gordon (UK) Limited
Joint Broker

John Prior

Hugh Rich

 

+44 20 7886 2500

 

 

 

BlytheRay
Financial PR

Tim Blythe

Megan Ray

 

+44 20 7138 3204

 

 

  

 

CHAIRMAN AND CHIEF EXECUTIVE'S STATEMENT

 

During 2022 the focus of the oil and gas market shifted away from the pandemic and initially was dominated by the conflict in Ukraine; however, as the year went on, the market became more concerned with longer term questions of supply and demand. The potential for supply shortfalls, which had its origin in the under-investment which preceded the pandemic and continued throughout it, has been highlighted by the events of the last year. However, the risks of global stagflation or recession have weighed on demand expectations, and in the short term the market has remained well balanced mainly due to the continued movement of Russian oil, albeit to new customers and at lower prices. The result has been a market which is currently quite well balanced in the short term, and prices which remain very favourable for the Company's projects, and with the potential for further upside in the years ahead.

Our Cameroon project is still critical to the Company, as it remains the project which is closest to first oil, revenues and cash flow. Our priority is still to get the NJOM-3 well drilled as soon as possible, as this is the gateway to the rest of the development. As discussed in our operational review and in recent announcements, we have had to contend with a shortage of available rigs during 2022 and the first half of 2023, but we now finally have rig options opening up, and so we are optimistic of being able to move ahead with this critical well in 2023.

The Government of Cameroon has continued to be extremely supportive and we are very grateful to them. We are also still in active and detailed discussions and due diligence regarding the financing for the NJOM-3 well, which we hope to have completed in good time for our preferred rig option.

In Namibia we have been greatly encouraged by the basin modelling we have been undertaking both in 2022 and during the first half of 2023, which is discussed in our operational review and also in more detail in our recent Namibia update. Our computer basin modelling simulations, calibrated to the nearby well data, appear to be highly predictive of the source rock maturity and hydrocarbon generative kitchen areas and show clear migration pathways. We are especially excited that these outputs closely fit the actual geochemical well data and predict the oil shows (derived from a mature lacustrine source rock) that we observed in the Norsk Hydro well 1911/15-1, as well as the actual geochemical measurements and data points from the other regional wells. A question we had sought to investigate was the immaturity of the shallower Upper Cretaceous source rocks encountered in that well, and the underlying volcano-clastic rocks that are interbedded with sedimentary series with indications of higher total organic carbon content, but which clearly did not generate the lacustrine oil found in the 1911/15-1 well. Our basin models, together with detailed seismic sequence stratigraphic analysis, reconcile those observations with the lacustrine oil, which clearly originated from deeper and laterally extensive Lower Cretaceous source rocks in the syn-rift series. This is a critical and very positive conclusion for potential charge in our license area.

It was also very nice to see the success of Shell's appraisal drilling at Graff, which among other things has emphasised the enormous potential of stratigraphic traps in the region and how the potential volumes found in those traps can increase as one drills.

In South Africa, our co-venturer and operator NewAge is continuing to explore the options for acquisition of new 3D seismic data over our deep-water Outeniqua basin lead, which continues to attract interest from third parties.

We realise that it has been a frustrating time for all shareholders, as we would all have liked to see the NJOM-3 well drilled already; however, we are continuing to make progress towards that goal and we remain confident we will reach it.

 

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 Production Sharing Contract ("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.

TotalEnergies' 2020 success in South Africa with its Brulpadda and Luiperd wells in the Outeniqua basin, and its recent success in Namibia at Venus-X1 coupled with Shell's recent success in Namibia with its Graff-1 well and the subsequent appraisal drilling in 2022, all indicate that in Namibia and South Africa we have chosen 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, especially now that production is worth so much more than a few years ago. 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, the equity requirements for the earlier stages of exploration and development usually require some trade-offs between the amount of a project one can retain and the speed with which it can be developed. We always look at the alternatives of financing our activity at the asset level, whether via debt or other non-dilutive financing, or via farm-outs, or at the corporate level, again with debt or equity, in order to achieve the best expected outcome for our shareholders.

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 in 2022 and now.

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 the 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 our 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, are an essential part of our strategy.

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, in order to meet the national goals and COP26 and other climate commitments which they have set for the next decade.

 

 

OPERATIONAL REVIEW

 

In 2022 we were able to make progress on all of our licenses, despite a number of headwinds.

In Cameroon we received an extension of the initial exploration period of the Thali PSC to May 2023, and immediately turned our attention to rig negotiations. However, an unexpected consequence of the conflict in Ukraine was the decision of Aramco to charter a large number of jack-up rigs for deployment in the Arabian Gulf, which effectively removed all the surplus capacity from the jack-up market and led to substantial increases in the day-rates for both rigs and associated services. At the time of writing, jack-up rig day-rates, for example, have roughly doubled since the end of 2021. More troubling than the increase in rates was the lack of availability. Most oil and gas operators with rigs on charter and with options to extend at "old" rates, were obviously keen to exercise those options, and rig owners wanted to lock in the new higher rates for as long as possible via new long-term charters and were therefore unwilling to commit to drilling single wells. Nevertheless, we anticipated that gaps in operators' schedules would inevitably arise if we were patient, and although we have had to wait until 2023 for these gaps to appear, it does now seem possible to fit our drilling requirements within other operators' schedules.

In the meantime, we undertook further subsurface work in 2022 which resulted in updated volumetric assessments, and we have continued to refine our subsurface analysis after the accounts date, including the application of enhanced attribute analysis using the Paradise software which we have discussed in recent announcements. We have also worked on the financing options for the NJOM-3 well, and on the budget for the well, in order to mitigate as best we can the inevitable increases in cost.

In Namibia, we continued the basin modelling work that we had begun in 2021. The output from this work in the third quarter of 2022 persuaded us that we should expand the scope of the basin modelling, which continued through the end of 2022 and up until May 2023. We have recently updated investors regarding the initial conclusions of this basin modelling work. This has indicated the potential for mature oil source rocks in the deeper syn-rift sections across the Dolphin Graben, generating predominantly oil phase hydrocarbons in substantial volumes, capable of charging very large structures. It has also identified focused migration pathways from those source rocks and generative kitchens to the giant anticlines in the Western area of the license, and a number of potential stratigraphic trap plays both in the Dolphin Graben itself and along the flanks of the giant structures to the West, which are also capable of containing large volumes of oil. The basin modelling work is very closely calibrated with the actual geochemical data measured in the nearby wells and is highly predictive of hydrocarbon generation, expulsion and migration, and also explains the presence of the lacustrine oil in the Norsk Hydro well 1911/15-1 in our license area. The analysis explains why this oil would originally have been generated and potentially trapped and the subsequent tilting of the area would have caused any trapped hydrocarbons to have migrated elsewhere, explaining the residue of oil in the well and providing us with high confidence in the analysis.

Our next steps in Namibia include an oil seep analysis to put together with the basin modelling and possibly some further attribute analysis, to prioritise the leads we have already identified in the license area and to reassess their likelihood and expected volume of charge. This will allow us to choose the best area over which to acquire new 3D seismic data in due course. We will need an extension of the initial exploration period to accommodate this, and we will apply for that extension in the third quarter of 2023.

In South Africa, our 50% partner NewAge, as operator of the Algoa-Gamtoos block, has continued to negotiate with potential contractors for 3D seismic data acquisition on either a proprietary or a multi-client basis. This is a slow process partly because of the uncertainties created by the new Petroleum Bill and its implementation, and also the associated uncertainty over the environmental consultation process highlighted by the litigation over Shell's delayed plans to acquire 3D seismic over a rather larger area to the East of our license. PASA, the regulatory authority, has been understanding of this situation, and we hope to find a way forward that might entail agreeing on a contractor and an environmental consultation process in the year ahead.

NewAge has also continued to explore farm-out options for the Algoa Gamtoos block and discussions with interested parties continue.

 

 



 

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 



31 December 2022
(audited)

31 December 2021
(audited)


Note

$

$

Revenue

 

-

-

Cost of sales


-

-

Gross profit

 

-

-

Other administrative expenses


(1,007,040)

(1,284,136)

VAT provision


-

1,480,683

Total administrative expenses


(1,007,040)

196,547

Group operating (loss) /profit

4

(1,007,040)

196,547

Finance expense

6

(2,082)

(149,248)

(Loss) / profit for the year before taxation

 

(1,009,122)

47,299

Taxation

7

-

-

(Loss) / profit for the year after taxation


(1,009,122)

47,299

Other comprehensive income


-

-

Total comprehensive (expense) / income for the year


(1,009,122)

47,299



 


Basic (loss) / profit per share (USc)

10

(0.05c)

0.00c

Diluted (loss) / profit per share (USc)

10

(0.05c)

0.00c

 


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 



31 December 2022
(audited)

31 December 2021
(audited)

 

Note

$

$

Non-current assets

 



Property, plant and equipment

11

-

-

Exploration and evaluation assets

12

31,833,671

28,780,391



31,833,671

28,780,391

Current assets

 



Trade and other receivables

14

474,749

8,239

Cash and cash equivalents


231,216

10,227



705,965

18,466

Total assets

 

32,539,636

28,798,857

Current liabilities

 



Trade and other payables

15

2,631,815

2,336,336

Provision for liabilities and charges

16

502,972

-

Borrowings

17

12,244

13,801



3,147,031

2,350,137

Non-current liabilities

 



Borrowings


29,286

46,548

Total liabilities

 

3,176,317

2,396,685

Net assets

 

29,363,319

26,402,172

Equity

 



Share capital

18

18,283,317

18,264,803

Share premium

18

152,336,303

148,747,595

Retained losses

19

(141,256,301)

(140,610,226)

Total shareholders' equity

 

29,363,319

26,402,172

 

The financial statements of Tower Resources plc, registered number 05305345 were approved by the Board of Directors and authorised for issue on 16 June 2023.

Signed on behalf of the Board of Directors

 

Jeremy Asher - Chairman and Chief Executive


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

10,403

3,838,243



3,848,646

Shares issued on settlement of third-party fees

360

110,068

-

-

110,428

Share issue costs

-

(544,162)



(544,162)

Share-based payment charge for the year

-

-

968,711

-

968,711

Transfer to retained losses

-

-

(6,272,250)

6,272,250

-

Total comprehensive expense for the year

-

-

-

47,299

47,299

At 31 December 2021

18,264,803

148,747,595

2,883,798

(143,494,024)

26,402,172

Shares issued for cash

18,384

3,870,790



3,889,174

Shares issued on settlement of third-party fees

131

29,393

-

-

29,524

Share issue costs

-

(311,475)



(311,475)

Share-based payment charge for the year

-

-

363,047

-

363,047

Transfer to retained losses

-

-

(738,615)

738,615

-

Total comprehensive income for the year

-

-

-

(1,009,122)

(1,009,122)

At 31 December 2022

18,283,317

152,336,303

2,508,230

(143,764,531)

29,363,319

 

 

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 2022
(audited)

31 December 2021
(audited)

 

Note

$

$

Cash outflow from operating activities

 



Group operating (loss) / profit for the year


(1,007,040)

196,547

Share-based payments

21

363,047

968,711

Shares issued on settlement of third-party fees


29,524

110,428

Operating cash flow before changes in working capital

 

(614,469)

1,275,686

(Increase) / decrease in receivables and prepayments


(466,510)

566

Increase in provision for liabilities and charges


502,972

-

Increase / (decrease) in trade and other payables


295,479

(1,459,775)

Cash used in operations

 

(282,528)

(183,523)

Interest paid (net)


(7,387)

(2,631)

Cash used in operating activities

 

(289,915)

(186,154)

Investing activities

 



Exploration and evaluation costs

12

(3,053,280)

(1,700,189)

Net cash used in investing activities

 

(3,053,280)

(1,700,189)

Financing activities

 



Repayment of loan facilities

17

(12,294)

(1,278,451)

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

18

3,577,698

3,304,484

Interest paid

17

(1,220)

(139,516)

Net cash from financing activities

 

3,564,183

1,886,517

Increase in cash and cash equivalents


220,989

173

Cash and cash equivalents at beginning of year


10,227

10,054

Cash and cash equivalents at end of year

 

231,216

10,227

 

                       


COMPANY STATEMENT OF FINANCIAL POSITION

 



31 December 2022
(audited)

31 December 2021
(audited)

 

Note

$

$

Non-current assets

 



Loans to subsidiary undertakings

13

20,859,388

17,475,903

Investments in subsidiary undertakings

13

12,307,766

12,307,766



33,167,154

29,783,669

Current assets

 



Trade and other receivables

14

474,747

8,237

Cash and cash equivalents


159,456

6,232



634,203

14,469

Total assets


33,801,357

29,798,138

Current liabilities

 



Trade and other payables

15

87,069

226,194

Provision for liabilities and charges

16

502,972

-

Borrowings

17

12,244

13,801

 

 

602,285

239,995

Non-current liabilities

 



Borrowings

17

29,286

46,548

Total liabilities

 

631,571

286,543

Net assets

 

33,169,786

29,511,595

Equity




Share capital

18

18,283,317

18,264,803

Share premium

18

152,336,303

148,747,595

Retained losses

19

(137,449,834)

(137,500,803)

Total shareholders' equity

 

33,169,786

29,511,595

 

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 2022 the Company made a loss of $312k (2021: $250k).

The financial statements of Tower Resources plc, registered number 05305345 were approved by the Board of Directors and authorised for issue on 16 June 2023.

Signed on behalf of the Board of Directors

Jeremy Asher - Chairman and Chief Executive

COMPANY 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

(146,906,709)

24,878,114

Shares issued for cash

10,403

3,838,243

-

-

3,848,646

Shares issued on settlement of third-party fees

360

110,068

-

-

110,428

Share issue costs

-

(544,162)

-

-

(544,162)

Share option charge for the year

-

-

968,711

-

968,711

Transfer to retained losses

-

-

(6,272,250)

6,272,250

-

Total comprehensive expense for the year

-

-

-

249,858

249,858

At 31 December 2021

18,264,803

148,747,595

2,883,798

(140,384,601)

29,511,595

Shares issued for cash

18,384

3,870,790

-

-

3,889,174

Shares issued on settlement of third-party fees

131

29,393

-

-

29,524

Share issue costs

-

(311,475)

-

-

(311,475)

Share option charge for the year

-

-

363,047

-

363,047

Transfer to retained losses

-

-

(738,615)

738,615

-

Total comprehensive expense for the year

-

-

-

(312,078)

(312,078)

At 31 December 2022

18,283,317

152,336,303

2,508,230

(139,958,064)

33,169,786

 

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 2022
(audited)

31 December 2021
(audited)

 

Note

$

$

Cash outflow from operating activities

 



Operating (loss) / profit for the year


(846,081)

214,817

Share-based payments

21

363,047

968,711

Shares issued on settlement of third-party fees


29,524

110,428

Operating cash flow before changes in working capital

 

(453,510)

1,293,956

(Increase) / decrease in receivables and prepayments


(466,510)

566

Increase in provision for liabilities and charges


502,972

-

Decrease in trade and other payables


(139,125)

(1,218,235)

Cash (used in) / from operations

 

(556,173)

76,287

Interest received


528,698

181,658

Cash (used in) / from from operating activities

 

(27,475)

257,945

Investing activities

 



Loans granted to subsidiary undertakings

13

(3,383,485)

(2,145,465)

Net cash used in investing activities

 

(3,383,485)

(2,145,465)

Financing activities

 



Repayment of loan facilities

17

(12,294)

(1,278,451)

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

18

3,577,698

3,304,484

Interest paid

17

(1,220)

(139,516)

Net cash from financing activities

 

3,564,183

1,886,517

Increase / (decrease) in cash and cash equivalents


153,224

(1,004)

Cash and cash equivalents at beginning of year


6,232

7,236

Cash and cash equivalents at end of year

 

159,456

6,232

 

 


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.

b)        Basis of accounting and adoption of new and revised standards

Changes in accounting policies

A number of new standards are effective from 1 January 2022 but they do not have 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 2023. The Group does not intend to adopt the standards below, before their mandatory application date.

 

Standard

Description

IASB Issue Date

IASB Effective Date

Secretary of State Adoption Date

IAS 1 (amendments)

Classification of Liabilities as Current or Non-current.

23 January 2020

1 January 2023

Endorsed

IFRS 17

Insurance contracts.

25 June 2020

1 January 2023

Endorsed

IAS 12 (amendments)

Deferred tax related to assets and liabilities arising from a single transaction.

7 May 2021

1 January 2023

Endorsed

IAS 8 (amendments)

Definition of accounting estimates.

12 February 2021

1 January 2023

Endorsed

IAS 1 and IFRS Practice Statement 2 (amendments)

Disclosure of accounting policies.

12 February 2021

1 January 2023

Endorsed

IFRS 16 (amendments)

Lease Liability in a Sale and Leaseback


1 January 2024


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 2023. The Company does not expect the implementation to have a material impact on the financial statements.

c)         Going concern

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

This point is also discussed in note 2 of the financial statements.

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)        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.

f)         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).

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.

g)         Impairment of Oil and Gas Exploration and Evaluation assets

The carrying value of unevaluated areas is assessed when there has been an indication that impairment in value may have occurred. 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.

h)        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.

i)          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.

j)          Investments

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.

k)         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.

l)          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 2022 was £1 / $1.2026 (2021: £1 / $1.3479).

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.

m)       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.

n)        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 impairment 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 provision 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.

o)        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 inter-company balances

Determining whether inter-company balances are impaired requires an estimation of whether there are any indications that their carrying values are not recoverable details of which are included in note 13.

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 are included in note 12.

VAT receivable

Following the favourable ruling from the Upper Tribunal received on 21 May 2021, upholding the First-Tier Tax Tribunal's decision in the Company's favour and dismissing HMRC's appeal against the First-Tier Tax Tribunal's decision, the Company released most of its provisions which had previously been recorded in respect of VAT payable.

At the accounts date there remained three further appeals to the First-Tier Tax Tribunal by HMRC, which were yet to be heard. The two earlier appeals concerned time periods not covered by the original Tribunal decisions, to which HMRC had raised procedural objections which it subsequently withdrew prior to the accounts date, and these appeals were formally settled after the accounts date, resulting in a payment (after the accounts date) to the Company of $422,359 (£351,212) which has been recorded in the accounts as receivable. The third more recent appeal concerns a revised assessment in respect of time periods covered by the Upper Tribunal's 21 May 2021 decision. The legal advice received by the Company is that this revised assessment is incorrect, which is why the Company only recognises a provision for a potential liability in respect of this assessment in the 2022 accounts (as opposed to a liability for VAT in the accounts payable note).

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 21.

 

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 2022.


Africa

Head Office

Total

 

2022

2021

2022

2021

2022

2021


$

$

$

$

$

$

Administrative expenses 1

(55,120)

(709,024)

598,396

(764,144)

672,327

Share-based payment charges

-

(242,896)

(475,780)

(242,896)

(475,780)

Interest income

-

(931)

(1,226)

(931)

(1,226)

Financing costs

(641)

(510)

(147,379)

(1,151)

(148,022)

Loss by reportable segment

(55,761)

73,288

(953,361)

(25,989)

(1,009,122)

47,299

Total assets by reportable segment 2 / 3

31,905,433

28,784,388

634,203

14,469

32,539,636

28,798,857

Total liabilities by reportable segment 4

(2,544,748)

(2,110,144)

(631,569)

(286,541)

(3,176,317)

(2,396,685)

 

1 Administrative expenses include credits of $nil million (2021: expense $1.4 million) of VAT provision write-backs following the successful defence of VAT claims made against the Company by HMRC at the chambers of the second-tier tax tribunal.

2 Included within total assets of $32.5 million (2021: $28.8 million) are $17.4 million Cameroon (2021: $14.3 million) , $751k Namibia (2021: $368k) and $13.7 million South Africa (2021: $14.1 million).

3 Carrying amounts of segment assets exclude investments in subsidiaries.

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

 

4.         Group operating profit / (loss)

(Loss) / profit from operations is stated after charging/(crediting):








2022

2021




$

$

Share-based payment charges included within staff costs



242,897

475,780

Share-based payment charges included within professional costs



51,228

67,364

Loss / (gain) on foreign currencies



69,299

(21,367)






An analysis of auditor's remuneration is as follows:

 




Fees payable to the Group's auditors for the audit of the Group and subsidiary annual accounts


57,136

49,095

Fees payable to the Group's auditors for non-audit assurance services



-

4,442

Total audit fees



57,136

53,537

 

5.         Employee information

The average monthly number of employees of the Group (including Directors) was:

 




2022

2021

Head office

 

 

3

3

Africa

 

 

3

3


 

 

6

6

 

Group employee costs during the year (including executive Directors) amounted to:




2022

2021




$

$

Share-based payment charges



242,897

475,780




242,897

475,780

 

During 2022, no awards were made under the Group share incentive scheme.

Key management personnel include the executive and non-executive Directors whose remuneration, including non-cash share-based payment charges of $k243 (2021: $481k), was $243k (2021: $481k); see Directors' Report for additional detail. During the year $271k (2021: $581k) of the full-year share-based payment charge of $363k (2021: $969k) related to employees and their remuneration as employees.

The highest paid Director was Jeremy Asher $187k (2021: $401k).

 

6.         Finance costs

During the year covered by these financial statements the Group incurred finance costs of $2k (2021: $149k). The Company incurred finance costs of $1k (2021: $147k).

 

7.         Taxation

 




2022

2021




$

$

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



1,009,122

(47,299)

Tax at the UK Corporation tax rate of 19% (2021: 19%)



(191,733)

8,986

Tax effects of:

 




Expenses not deductible for tax purposes



46,150

90,398

Tax losses carried forward not recognised as a deferred tax asset



145,583

(99,384)

Current tax charge



-

-

 

 

8.         Deferred tax

At the reporting date the Group had an unrecognised deferred tax asset of $4.8 million (2021: $4.1 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 2022 the Parent Company made a loss of $312k (2021: profit of $250k) including financing costs of $1k (2021: $147k). The Company charged finance interest on intercompany loan accounts of $536k (2021: $185k) and fees with respect to the provision of strategic advice and support of $105k (2021: $91k). 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) / profit per share

The fully diluted weighted average number of shares in issue and to be issued as at 31 December 2022 is 2,165,197,663 (2021: 1,900,696,681). At 31 December 2022 the dilutive effect of share options outstanding was nil (2021: 35,416,521). At 31 December 2022, 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 7,688,323 (2021: nil).



Basic & Diluted

 


2022

2021



$

$

(Loss) / profit for the year


(1,009,122)

47,299

Weighted average number of ordinary shares in issue during the year


2,165,197,663

1,865,280,160

Dilutive effect of share options outstanding


-

35,416,521

Fully diluted average number of ordinary shares during the year


2,165,197,663

1,900,696,681

(Loss) / profit per share (USc)


(0.05c)

0.00c

 

 

11.       Property, plant and equipment



Group

Company

Year-ended 31 December 2022

 

$

$

Cost

 



At 1 January 2022


1,046

1,046

At 31 December 2022


1,046

1,046

Depreciation

 



At 1 January 2022


1,046

1,046

At 31 December 2022


1,046

1,046

Net book value


 

 

At 31 December 2022

 

-

-

At 31 December 2021


-

-

 



Group

Company

Year-ended 31 December 2021

 

$

$

Cost

 



At 1 January 2021


1,046

1,046

At 31 December 2021


1,046

1,046

Depreciation

 



At 1 January 2021


1,046

1,046

At 31 December 2021


1,046

1,046

Net book value




At 31 December 2021


-

-

At 31 December 2020


-

-

 

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

 


Exploration and evaluation assets

Goodwill

Total

Year-ended 31 December 2022

$

$

$

Cost

 



At 1 January 2022

100,788,853

8,023,292

108,812,145

Additions during the year

3,053,280

-

3,053,280

At 31 December 2022

103,842,133

8,023,292

111,865,425

Amortisation and impairment

 



At 1 January 2022

(72,008,462)

(8,023,292)

(80,031,754)

Impairment during the year

-

-

-

At 31 December 2022

(72,008,462)

(8,023,292)

(80,031,754)

Net book value

 



At 31 December 2022

31,833,671

-

31,833,671

At 31 December 2021

28,780,391

-

28,780,391

 

 


Exploration and evaluation assets

Goodwill

Total

Year-ended 31 December 2021

$

$

$

Cost

 



At 1 January 2021

99,088,664

8,023,292

107,111,956

Additions during the year

1,700,189

-

1,700,189

At 31 December 2021

100,788,853

8,023,292

108,812,145

Amortisation and impairment

 



At 1 January 2021

(72,008,462)

(8,023,292)

(80,031,754)

Impairment during the year

-

-

-

At 31 December 2021

(72,008,462)

(8,023,292)

(80,031,754)

Net book value

 



At 31 December 2021

28,780,391

-

28,780,391

At 31 December 2020

27,080,202

-

27,080,202

 

During the year the Group capitalised amounts totalling $1.5 million (2021: $1.7 million) with respect to the following assets:


2022

2021


$

$

Cameroon

3,085,434

1,314,854

Namibia

383,193

47,880

South Africa

(415,347)

337,455

Total

3,053,280

1,700,189

 

Cameroon

The $3.1 million of capitalised expenditure comprised ongoing NJOM-3 appraisal drilling preparation costs plus the capitalised cost of operating the local office in Douala.

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 forthcoming seismic acquisition. The JV partners also negotiated the settlement of certain charges made to the JV, resulting in a credit of costs historically charged of $565k and a net credit for the year of $415k.

The Directors have not provided for any impairment of the Group's investment in the Thali license, because potential transactions and funding discussions with third parties and the Company's internal cash flow projections for the license support the Directors' view that the current carrying value is recoverable. Furthermore, the operating company, Tower Resources Cameroon SA, has applied for a 12-month extension of the First Exploration Period of the license to May 2024 and has been informed by the Government of the Republic of Cameroon that this extension is being processed. Final formal confirmation of the extension has yet to be received but is expected during Q3 of 2023.

Namibia

The Group made various licence commitment and training payments to the Government of the Republic of Namibia in addition to commencing basin modelling work and other work in line with the work programme commitments.

The Company's investment in the current license is currently just $588k (2021: $368k), 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. 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

South Africa

In South Africa, 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 2023 is now no longer possible, and as a result, the JV partners do not expect to acquire the new 3D seismic data over the block until 2024 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' view is that the recent TotalEnergies discoveries at Brulpadda and Luiperd, and the analysis conducted by the JV indicating that the deepwater lead in the JV license area conducted in 2021, support the current valuation of the 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 Africa or Namibian licences.

 

13.       Investment in subsidiaries








 

 


Loans to subsidiary undertakings

Shares in subsidiary undertakings

Total

 

Company

$

$

$

 

Cost




 

At 1 January 2022

82,338,029

32,216,739

114,554,768

 

Net advances during the year

3,383,484

-

3,383,484

 

At 31 December 2022

85,721,513

32,216,739

117,938,252

 

Provision for impairment

 

 

-

 

At 1 January 2021

(64,862,126)

(19,908,973)

(84,771,099)

 

At 31 December 2022

(64,862,126)

(19,908,973)

(84,771,099)

 

Net book value

 

 

-

 

At 31 December 2022

20,859,387

12,307,766

33,167,154

 

At 31 December 2021

17,475,903

12,307,766

29,783,669

 

Included within loans made to subsidiary undertakings during the year of $3.4 million (2021: 2.1 million) are amounts of $2.5 million Cameroon (2021: $1.3 million), $158k South Africa (2021: $394k), $616k Rift Petroleum Holdings (2021: $415k) and $131k (2021: $51k) 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.

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


2022

2022

2022

2021

2022

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

5 Dissolved 10 August 2021

 

14.       Trade and other receivables


Group

Company

 

2022

2021

2022

2021


$

$

$

$

Trade and other receivables

474,749

8,239

474,747

8,237

 

Trade and other receivables include VAT recoverable from HMRC on late appeals owed to the Company totalling £351k ($422k) which was received in May 2023.

 

15.       Trade and other payables


Group

Company

 

2022

2021

2022

2021


$

$

$

$

Trade and other payables

195,776

344,601

77,042

173,172

Accruals

2,484,630

1,991,735

58,618

53,022

Loans from subsidiary undertakings

-

-

-

-


2,680,406

2,336,336

135,660

226,194

 

Accruals include UK $59k (2021: $53k); Cameroon $2.1 million (2021: $1.2 million); Namibia $167k (2021: $2k) and South Africa $190k (2021: $723k) and comprise operational and other asset related costs due plus amounts payable to Ministerial bodies with respect to licence tenure, most of which has been settled subsequent to the year-end.

Group creditor payment days are approximately 30 days (2021: 32 days).

 

16. Provision for liabilities and charges  


Group

Company

 

2022

2021

2022

2021


$

$

$

$

VAT appeals

502,972

-

502,972

-


502,972

-

502,972

-

 

Following the favourable ruling from the Upper Tribunal received on 21 May 2021, upholding the First-Tier Tax Tribunal's decision in the Company's favour and dismissing HMRC's appeal against the First-Tier Tax Tribunal's decision, the Company released most of its provisions which had previously been recorded in respect of VAT payable.

At the accounts date there remained three further appeals to the First-Tier Tax Tribunal by HMRC, which were yet to be heard. The two earlier appeals concerned time periods not covered by the original Tribunal decisions, to which HMRC had raised procedural objections which it subsequently withdrew prior to the accounts date, and these appeals were formally settled after the accounts date, resulting in a payment (after the accounts date) to the Company of $422,359 (£351,212) which has been recorded in the accounts as receivable. The third more recent appeal concerns a revised assessment in respect of time periods covered by the Upper Tribunal's 21 May 2021 decision. The legal advice received by the Company is that this revised assessment is incorrect, which is why the Company only recognises a provision for a potential liability in respect of this assessment in the 2022 accounts (as opposed to a liability for VAT in the accounts payable note).

 

17. Borrowings

Total borrowings for the Group and Company are noted below:


Group

Company

 


2022

2021

2022

2021

 

$

$

$

$

Principal balance at beginning of year

59,532

1,338,726

59,532

1,338,726

Amounts drawn down during the year

-

-

-

-

Principal repaid during the year

(12,294)

(1,278,451)

(12,294)

(1,278,451)

Currency revaluations at year end

(6,149)

(743)

(6,149)

(743)

Principal balance at end of year

41,088

59,532

41,088

59,532

 





Financing costs at beginning of year

818

(7,026)

818

(7,026)

Changes to financing costs during the year

-

47,383

-

47,383

Interest expense

925

99,997

925

99,997

Interest paid during the year

(1,220)

(139,516)

(1,220)

(139,516)

Currency revaluations at year end

(81)

(20)

(81)

(20)

Financing costs at the end of the year

442

818

442

818

 





Carrying amount at end of period

41,530

60,349

41,530

60,349

Current

12,244

13,801

12,243

13,802

Non-current

29,286

46,548

29,286

46,548






PRINCIPAL REPAYMENT DATES

Group

Company

 


2022

2021

2022

2021

 

$

$

$

$

Due within 1 year

12,244

13,801

12,243

13,802

Due within years 2-5

29,286

46,548

29,286

46,548

Due in more than 5 years

-

-

-

-

 

41,530

60,349

41,530

60,349

 

During the year, 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.

 

18.       Share capital




2022

2021




$

$

Authorised, called up, allotted and fully paid

 




3,554,137,955 (2021: 2,109,172,592) ordinary shares of 0.001p



18,283,317

18,264,803

 

The share capital issues during 2022 are summarised as follows:



Number of shares

Share capital at nominal value

Share premium



 

$

$

 At 1 January 2022


2,109,172,592

18,264,803

148,747,595

 Shares issued for cash


1,434,065,363

18,383

3,870,791

 Shares issued on settlement of third party fees


11,200,000

131

29,393

 Shares issued in settlement of loan interest


-

-

-

 Share issue costs


-

-

(311,476)

 At 31 December 2022

 

3,554,437,955

18,283,317

152,336,303

 

In January 2022, the Company raised $2.1 million by placing 576,923,077 shares for cash at 0.260 pence per share.

In August 2022, the Company raised $1.9 million by placing 857,142,286 shares for cash at 0.175 pence per share.

In August 2022, the Company raised £30k by placing 11,200,000 shares in settlement of third fees at 0.225 pence per share.

 

19.       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.

 

20.       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 2022 and 31 December 2021.



Carrying amount / fair value

 


2022

2021

Group

 

$

$

Financial assets (classified as loans and receivables)

 



Cash and cash equivalents


231,216

10,227

Trade and other receivables


474,749

8,239

Total financial assets

 

705,965

18,466

Financial liabilities at amortised cost

 



Trade and other payables


2,680,406

2,336,336

Borrowings


41,530

60,349

Total financial liabilities

 

2,721,936

2,396,685

 



Carrying amount / fair value

 


2022

2021

Company

 

$

$

Financial assets (classified as loans and receivables)

 



Cash and cash equivalents


159,456

6,232

Trade and other receivables


474,747

8,237

Loans to subsidiary undertakings


20,859,388

17,475,903

Total financial assets

 

21,493,591

17,490,372

Financial liabilities at amortised cost

 



Trade and other payables


87,069

226,194

Borrowings


41,530

60,349

Total financial liabilities

 

128,599

286,543

 

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

 

2022

2021

2022

2021


$

$

$

$

Cash and cash equivalents

1,122

484

782

419

Borrowings

500

7,725

500

7,725


1,622

8,209

1,282

8,144

 

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:


2022

2022

2021

2021


Floating interest rate

Non-interest bearing

Floating interest rate

Non-interest bearing


$

$

$

$

Cash and cash equivalents

172,782

58,434

6,935

3,292

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

 

2022

2021

2022

2021

Cash and cash equivalents

$

$

$

$

Cash and cash equivalents held in US$

55,874

921

55,874

921

Cash and cash equivalents held in GBP

156,448

8,337

103,582

5,311

Cash and cash equivalents held in XAF

13,326

703

-

-

Cash and cash equivalents held in other currencies

5,568

266

-

-


231,216

10,227

159,456

6,232

 

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 $243k as at 31 December 2022 (2021: $10,054). 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 & Poors or Moodys, the bank's local credit rating was used:



Group

Company

 


2022

2021

2022

2021

Cash and cash equivalents

Rating

$

$

$

$

Barclays Bank plc

A+

159,456

6,232

159,456

6,232

Royal Bank of Scotland

A

58,434

3,292

-

-

First Afriland Bank

No rating

12,947

324

-

-

BGFI Bank

A+

379

379

-

-



231,216

10,227

159,456

6,232

 

21.       Share-based payments



2022

2021



$

$

In the statement of comprehensive income the Group recognised the following charge with respect to its share-based payments

363,047

968,711

 

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 2022 are as follows:

 

 

 

Number in issue

At 1 January 2022



244,000,000

Awarded during the year



148,000,000

At 31 December 2022

 

392,000,000

 

Date of grant

Number in issue 1

Option price (pence)

Latest           exercise date

WAOP

24 Jan 2019

70,000,000

1.250

24 Jan 2024

87,500,000

18 Dec 2020

86,000,000

0.450

18 Dec 2025

38,700,000

01 Apr 2021

88,000,000

0.450

01 Apr 2026

39,600,000

16 Aug 2022

148,000,000

0.300

16 Aug 2027

44,400,000


392,000,000



210,200,000

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:



2022

2021


 

No.

No.

Jeremy Asher

 

280,000,000

180,000,000

Total

 

280,000,000

180,000,000

 

Warrants

Details of warrants outstanding at 31 December 2022 are as follows:

 

 

 

Number in issue

At 1 January 2022



806,635,644

Awarded during the year



97,773,291

Lapsed during the year



(304,439,912)

At 31 December 2022

 

 

599,969,023

 Date of grant

Number in issue

Warrant price (pence)

Latest           exercise date

01 Jan 2018

2,542,372

1.000

01 Jan 2023

01 Apr 2018

2,083,333

1.500

01 Apr 2023

01 Jul 2018

2,272,726

1.780

30 Jun 2023

01 Oct 2018

4,687,500

1.575

30 Sep 2023

24 Jan 2019

19,999,999

1.200

23 Jan 2024

16 Apr 2019

90,000,000

1.000

14 Apr 2024

30 Jun 2019

4,285,714

1.000

28 Jun 2024

30 Jul 2019

3,000,000

1.000

28 Jul 2024

15 Oct 2019

10,990,933

0.500

13 Oct 2024

31 Mar 2020

49,816,850

0.200

30 Mar 2025

29 Jun 2020

19,719,338

0.350

28 Jun 2025

28 Aug 2020

78,616,352

0.600

28 Aug 2023

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

14 Jan 2021

128,205,128

0.650

14 Jan 2023

01 Oct 2021

16,233,765

0.425

30 Sep 2026

01 Jan 2022

17,329,020

0.425

01 Jan 2027

13 Jan 2022

7,058,824

0.425

12 Jan 2027

01 Apr 2022

19,851,774

0.263

01 Apr 2027

01 Jul 2022

16,831,240

0.295

01 Jul 2027

01 Aug 2022

10,588,228

0.425

31 Jul 2024

03 Oct 2022

26,114,205

0.250

03 Oct 2027






599,969,023



 

The following table shows the interests of the Directors in the share warrants in issue:



2022

2021


 

No.

No.

Jeremy Asher


217,875,279

281,164,127

Paula Brancato


33,238,104

17,212,856

Mark Enfield


31,394,256

15,369,008

Total

 

282,507,639

313,745,991

 

The weighted average exercise price of the share warrants was 0.59p (2021: 0.89p) with a weighted average contractual life of 1.8 years (2021: 2.4 years). At 31 December 2022 and 2021 all warrants had fully vested.

In its Statement of Comprehensive Income, the Company recognised share-based payment charges of $208k (2021: $446k).

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 20% and 111% (2021: 20% and 111%), depending upon the date of grant, and the risk-free interest rate was 0.50% (2021: 0.25%) and the Dividend Yield was nil% for 2022 and 2021.

The Company's share price ranged between 0.2p and 0.4p (2021: 0.2p and 0.5p) during the year. The closing price on 31 December 2021 was 0.2p per share (2021; 0.4p). The weighted average exercise price of the share options was 0.5p (2021: 0.7p) with a weighted average contractual life of 3.3 years (2021: 3.5 years). The total number of options vested at the end of the year was 185.3 million (2021: 131.8 million).

 

22.       Related party transactions

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 $381k (2021: $232k) in fees for management services 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

 

2022

2021

2022

2021


$

$

$

$

Fees charged by companies associated with Jeremy Asher 1

381,428

231,952

-

-

Interest charged on borrowings by companies associated with Jeremy Asher 1

-

124,743

-

124,743

Share-based payments 2

242,896

481,042

242,896

481,042

Finance interest on intercompany loan accounts

536,375

184,873

536,375

184,873

Fees charged with respect to the provision of strategic advice and support  by the parent

104,911

90,975

104,911

90,975


1,265,610

1,113,585

884,182

881,633

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
Petroleum Holdings Limited
($000)

Rift
Petroleum Limited
($000)

Tower Resources (Namibia) Holdings Limited
($000)

Tower Resources Namibia
Limited
($000)

Tower Resources Cameroon Limited
($000)

Tower Resources Cameroon SA
($000)

TOTAL
($000)

2022

2,616

1,885

18

362

6

15,974

20,861

2021

1,999

1,727

15

234

4

13,498

17,477

 

 

23.       Control

The Company is under the control of its shareholders and not any one party.

 

24.       Leases and capital commitments

The Group is committed to funding the following exploration expenditure commitments as at 31 December 2022:


Country

Interest

2023

2024 onwards

Cameroon Thali 1

Cameroon

100%

$8.40 million

-

South Africa Algoa-Gamtoos 2

South Africa

50%

$3.39 million

-

Namibia Blocks 1910A, 1911 and 1912B 3

Namibia

80%

$4.50 million

-




$16.29 million

-

1 to 11 May 2023

2 period ends on completion of work programme commitments

3 to November 2023, right of extension available

 



 

25.       Subsequent events

16 January 2023: Facility Agreement with Energy Exploration Capital Partners LLC ("EECP") to raise $1.25 million. The facility provides for further convertible advances of up to $4.75 million subject to certain conditions.

15 February 2023: Issue of 23.2 million warrants in lieu of £30,000 (in aggregate) of Directors fees in respect of the period January-March 2023, to conserve the Company's working capital. The warrants are exercisable at a strike price of 0.175 pence (0.21¢) per share. The warrants are exercisable for a period of five years from the date of issue.

30 March 2023: Share issuance in accordance with the terms of the investment deed with EEPC announced on 16 January 2023, of 102,543,067 ordinary shares of 0.001 pence each. The purchase price of 0.12 pence (0.15¢) per Ordinary Share for the settlement amount of $150,000 had been prepaid by EEPC as part of the 16 January advance.

27 April 2023: Cameroon operational update covering:

·    Application for a one-year extension of the initial exploration period of the PSC, following positive discussions with the Minister of Mines, Industry and Technological Development and the Prime Minister of the Republic of Cameroon.

·    Ongoing discussions with rig owners and operators with the aim to secure rig availability in the third and fourth quarter of this year to drill at NJOM-3.

·    Ongoing negotiations for a term loan of approximately $7 million with BGFI Bank Group and asset-level financing with several other parties.

·    Updated resource estimates and risks for the reservoirs connected to the NJOM-1 and the NJOM-2 discovery wells, substantially lowering risk attributed to PS9 Sup and PS3 HW reservoirs, and increasing total risked pMean prospective resources to 35.4 million bbls.

·    Deployment of software to conduct detailed attribute analysis of the reprocessed 3D seismic data to identify the oil and gas elements of the reservoirs in the Njonji-1 and Njonji-2 fault blocks, resulting in a clearer picture of the pay zones in both fault blocks.

2 May 2023: Issue of 34.4 million warrants in lieu of £30,000 (in aggregate) of Directors fees in respect of the period April-June 2023, to conserve the Company's working capital. The warrants are exercisable at a strike price of 0.1425 p (0.18¢) per share, a premium of 24% over the mid-point closing share price on 28 April 2023. The warrants are exercisable for a period of five years from the date of issue.

16 May 2023: Placing and subscription of 4,600 million shares to raise £2.3 million ($2.9 million) at a price of 0.05p (0.06¢) per share.

16 June 2023: Namibia technical update setting out initial conclusions from basin modelling work prior to and after the accounts date.

 

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