TIDMTRP
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 GBP1.5 million (gross), with the Company's Chairman
and CEO, Jeremy Asher, subscribing for 9,615,384 new Ordinary
Shares in the Placing for GBP25,000 ;
-- 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 GBP1.5 million (gross) with the Company's Chairman
and CEO, Jeremy Asher, subscribing for 142,857,143 new Ordinary
Shares in the Placing for GBP250,000;
-- August 2022 - Issue of 11,200,000 Ordinary shares in the
Company to Bedrock Drilling Ltd in lieu of fees to the value of
GBP25,200.
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 + 44 20 3470
Caroline Rowe 0470
Novum Securities Ltd
Joint Broker
Jon Bellis + 44 20 7399
Colin Rowbury 9400
Panmure Gordon (UK) Limited
Joint Broker
John Prior + 44 20 7886
Hugh Rich 2500
CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT FOR THE SIX
MONTHSED 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 38 - 42 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 Six months ended
30 June 2022 30 June 2021
(unaudited) (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 31 December 2021
(unaudited) (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 Share (1) Share-based Retained Total
capital premium payments losses
reserve
$ $ $ $ $
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 Six months ended
30 June 2022 30 June 2021
(unaudited) (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 Six months Six months Six months Six months Six months
ended ended ended ended ended ended
30 June 2022 30 June 2021 30 June 2022 30 June 30 June 2022 30 June 2021
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 29,672,582 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 31 December 2021
(unaudited) (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 31 December 2021
(unaudited) (audited)
$ $
----------------------------- -------------- ------------------
Trade and other receivables 10,966 8,239
----------------------------- -------------- ------------------
Trade and other receivables comprise prepaid expenditures.
6. Trade and other payables
30 June 2022 31 December 2021
(unaudited) (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 31 December 2021
(unaudited) (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 31 December 2020
(unaudited) (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 31 December 2021
(unaudited) (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 30 June 2022 31 December 2021
of its share-based payment plan:
(unaudited) (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 GBP30,000 (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 GBP1,499,999 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 GBP25,200. 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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END
IR LLMBTMTMTTLT
(END) Dow Jones Newswires
September 30, 2022 02:00 ET (06:00 GMT)
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