TIDMTRP

RNS Number : 0669O

Tower Resources PLC

29 September 2023

29 September 2023

Tower Resources plc

Interim Results to 30 June 2023

Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM-listed oil and gas company with a focus on Africa, announces its Interim Results for the six months ended 30 June 2023.

HIGHLIGHTS

-- January 2023 - Institutional placing for up to $6 million via a Facility Agreement with Energy Exploration Capital Partners LLC ("EECP") to initially raise $1.25 million. The facility provides for further convertible advances of up to $4.75 million subject to certain conditions;

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

-- April 2023 - Cameroon operational update covering:

o An application to Minister of Mines, Industry and Technological Development ("MINMIDT") for a one-year extension of the initial exploration period of the Thali PSC;

o Discussions with rig owners and operators to secure rig availability to drill at NJOM-3;

o Potential financing via a term loan of approximately $7 million with BGFI Bank Group ("BGFI") and asset-level financing with other parties;

o Revised resource estimates and risks for the reservoirs connected to the NJOM-1 and the NJOM2 discovery wells, increasing total risked pMean prospective resources to 35.4 million barrels ("bbls");

o The deployment of Paradise(R) software to conduct detailed attribute analysis of the reprocessed 3D seismic data, identifying and adding further confidence to the oil and gas fluid content of target reservoirs in the Njonji-1 and Njonji-2 fault blocks.

-- May 2023 - Placing and subscription of 4,600,000,000 new ordinary shares at 0.05p to raise GBP2.3 million (gross) with the Company's Chairman and CEO, Jeremy Asher, subscribing for 100,000,000 new Ordinary Shares in the Placing for GBP50,000;

-- June 2023 - Namibia technical update on basin modelling work undertaken across offshore blocks 1910A, 1911 and 1912B of the PEL96 License. The results highlighted the potential oil-prone sources and migration pathways for oil charge across multiple prospects as well as the potential for stratigraphic traps in the Dolphin Graben.

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 
  Kasia Brzozowska                  0470 
 Novum Securities Ltd 
  Joint Broker 
  Jon Bellis                       + 44 20 7399 
  Colin Rowbury                     9400 
 
   Axis Capital Markets Limited 
   Joint Broker                      +44 0203 026 
   Richard Hutchison                 2689 
 Panmure Gordon (UK) Limited 
  Joint Broker 
  John Prior 
  Hugh Rich 
                                   + 44 20 7886 
  BlytheRay                         2500 
  Financial PR 
  Tim Blythe 
  Megan Ray                         +44 20 7138 3204 
 

CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT FOR THE SIX MONTHSED 30 JUNE 2023

Dear Shareholder,

We have made considerable progress towards drilling the NJOM-3 well in Cameroon, and also with our preparations for acquisition of 3D seismic data in Namibia. I had hoped we would already be able to announce the rig contract for NJOM-3 by the end of this quarter, however, we are currently at a very advanced stage of negotiations on the rig contract and so we hope this will be concluded soon.

Cameroon

In Cameroon, the rig contract is the critical next step in finalising the timing of the well, and so everything else depends on it and naturally follows it. The rig contract will still leave a wide operational tolerance for the well spud date, based on the timing of the current operations which the rig is undertaking, but it will be a firm commitment between the rig owner and the Company, providing parameters for the timing and setting periods of notice required for narrowing the operational tolerance, which in turn allows us time to call for the other services required for the well and to ensure our other contracts are aligned with the agreed schedule and notice periods.

We are working with the Ministry of Mines, Industry and Technological Development ("MINMIDT") on documenting the promised license extension to reflect the rig contract and especially the operational tolerances that it will contain. We expect the rig contract to be conditional on the formal documentation of the license extension, and although it is no longer feasible to spud the well in 2023, we are still hoping to be able to spud the well in the first half of 2024.

On the well financing side, our main priority is farm-out (or equivalent) financing at the asset level. Our objective is still to farm out a minority share of the license interest, which should provide most or all of the remaining funding required for the well. The funding requirement was most recently estimated at $13.4 million, though this estimate is always subject to change. We are discussing this with multiple parties, and one discussion is now at a very advanced stage. Any funding agreement will likely depend on the rig contract and the license extension documentation being completed. We are also still discussing credit facilities with the local Cameroon banks, although the difficulties of reconciling their requirements with a farm-out type of funding agreement have led us to prioritise the farm-out discussions over the bank discussions for the time being.

While we understand shareholder interest in the progress of all of these discussions, we would remind shareholders that these discussions are confidential and sensitive, and therefore we cannot provide further details until binding agreements are executed - at which point we will update the market.

Namibia

In Namibia, we completed our basin modelling work and shared it with the Ministry of Mines and Energy ("MME") and with investors in our technical update announced on 16 June. We are very pleased with the outcome of that work, and have already begun the next phases of work - integration of the oil seep analysis which we commissioned and received over the summer; detailed analysis of the potential structures and stratigraphic traps along the key oil migration paths which we have identified; and based on those steps, an updated prospect and lead inventory leading to the specification of the optimal area for 3D seismic data acquisition and contractor selection for that work. We expect to share with investors the integration of the oil seep analysis with our basin modelling work over the coming weeks, and we also intend to discuss it with the industry at the Africa Oil Week and Africa Energy Week conferences in October.

We anticipate the analysis of structures and stratigraphic traps to take at least six months, as a number of stratigraphic traps (of the type which have been so successfully drilled in the Orange Basin) need to be reviewed and mapped in detail to generate updated prospective resource volumes.

In the meantime, we are continuing to discuss both proprietary and multi-client 3D seismic data acquisition options with various contractors. We have also applied to the MME for an extension of the initial exploration period of our license PEL 96, which currently runs to 31 October 2023.

South Africa

In South Africa, the Company and the operator, New Age Energy Algoa (Pty) Ltd ("NewAge"), have continued to discuss the possible schedule for 3D seismic acquisition over our deep-water Outeniqua basin lead, though we do not currently believe that it will be feasible to undertake this work before the first half of 2025. NewAge has also informed us of some continuing interest in their farm-out process, however, to date there have not been any developments warranting announcement.

In summary, we believe that we are now close to an agreement on a rig contract for Thali, which we expect will unlock a number of subsequent steps over the balance of this year and enable us to drill the NJOM-3 appraisal well in the first half of 2024; and, in Namibia, we are also building on the very exciting basin modelling work that we completed during the first half of this year, which we hope will also yield an updated list of prioritised leads and volumetrics in the first half of 2024. We will announce the conclusion of agreements and related documents as they occur.

Jeremy Asher

Chairman and Chief Executive

29 September 2023

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                       Six months ended        Six months ended 
                                                           30 June 2023            30 June 2022 
                                                            (unaudited)             (unaudited) 
                                               Note                   $                       $ 
--------------------------------------------  -----  ------------------  ---  ----------------- 
 Revenue                                                              -                       - 
 Cost of sales                                                        -                       - 
--------------------------------------------  -----  ------------------  ---  ----------------- 
 Gross profit                                                         -                       - 
 Other administrative expenses                                (330,787)               (520,416) 
 VAT provision                                                        -                       - 
--------------------------------------------  -----  ------------------  ---  ----------------- 
 Total administrative expenses                                (330,787)               (520,416) 
 Group operating loss                                         (330,787)               (520,416) 
 Finance income                                                   3,432 
 Finance expense                                4             (203,425)                 (1,711) 
--------------------------------------------  -----  ------------------  ---  ----------------- 
 Loss for the period before taxation                          (530,780)               (522,127) 
 Taxation                                                             -                       - 
--------------------------------------------  -----  ------------------  ---  ----------------- 
 Loss for the period after taxation                           (530,780)               (522,127) 
--------------------------------------------  -----  ------------------  ---  ----------------- 
 Other comprehensive income                                           -                       - 
--------------------------------------------  -----  ------------------  ---  ----------------- 
 Total comprehensive expense for the period                   (530,780)               (522,127) 
--------------------------------------------  -----  ------------------  ---  ----------------- 
 
 Basic loss per share (USc)                     3               (0.01c)                 (0.03c) 
--------------------------------------------  -----  ------------------  ---  ----------------- 
 Diluted loss per share (USc)                   3               (0.01c)                 (0.03c) 
 
 

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                                  30 June 2023   31 December 2022 
                                                   (unaudited)          (audited) 
                                          Note                                  $ 
---------------------------------------  -----  --------------  ----------------- 
 Non-current assets 
 Exploration and evaluation assets         5        32,938,502         31,833,671 
---------------------------------------  -----  --------------  ----------------- 
                                                    32,938,502         31,833,671 
 Current assets 
 Trade and other receivables               6            58,807            474,749 
 Cash and cash equivalents                             952,168            231,216 
---------------------------------------  -----  --------------  ----------------- 
                                                     1,010,975            705,965 
 Total assets                                       33,949,477         32,539,636 
---------------------------------------  -----  --------------  ----------------- 
 Current liabilities 
 Trade and other payables                  7         1,456,867          2,631,815 
 Provision for liabilities and charges                 529,508            502,972 
 Borrowings                                8            12,848             12,244 
---------------------------------------  -----  --------------  ----------------- 
                                                     1,999,223          3,147,031 
 Non-current liabilities 
 Borrowings                                8            24,416             29,286 
---------------------------------------  -----  --------------  ----------------- 
                                                        24,416             29,286 
 Total liabilities                                   2,023,639          3,176,317 
---------------------------------------  -----  --------------  ----------------- 
 Net assets                                         31,925,838         29,363,319 
---------------------------------------  -----  --------------  ----------------- 
 Equity 
 Share capital                             9        18,344,086         18,283,317 
 Share premium                             9       155,057,983        152,336,303 
 Retained losses                                 (141,476,231)      (141,256,301) 
---------------------------------------  -----  --------------  ----------------- 
 Total shareholders' equity                         31,925,838         29,363,319 
---------------------------------------  -----  --------------  ----------------- 
 

Signed on behalf of the Board of Directors

Jeremy Asher

Chairman and Chief Executive

29 September 2023

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                    Share         Share   (1) Share-based        Retained        Total 
                                                  capital       premium          payments          losses 
                                                                                  reserve 
                                                        $             $                 $               $            $ 
 At 1 January 2022                             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 
 Share 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 
--------------------------------------------  -----------  ------------  ----------------  --------------  ----------- 
 Shares issued for cash                            10,474     1,822,547                 -               -    1,833,021 
 Shares issued on settlement of third-party 
  fees                                                131        29,393                 -               -       29,524 
 Share issue costs                                      -     (131,753)                 -               -    (131,753) 
 Transfer to retained losses                            -             -         (738,615)         738,615            - 
 Total comprehensive expense for the period             -             -           124,673       (486,995)    (362,322) 
 At 31 December 2022                           18,283,317   152,336,303         2,508,230   (143,764,531)   29,363,319 
--------------------------------------------  -----------  ------------  ----------------  --------------  ----------- 
 Shares issued for cash                            59,491     3,137,601                 -               -    3,197,091 
 Shares issued on settlement of third-party 
  fees                                              1,279       196,917                 -               -      198,196 
 Shares issue costs                                     -     (612,838)                 -               -    (612,838) 
 Total comprehensive income for the period              -             -           310,850       (530,780)    (219,930) 
 At 30 June 2023                               18,344,086   155,057,983         2,819,080   (144,295,311)   31,925,838 
--------------------------------------------  -----------  ------------  ----------------  --------------  ----------- 
 

(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 2023       30 June 2022 
                                                                                       (unaudited)        (unaudited) 
                                                                          Note                   $                  $ 
-----------------------------------------------------------------------  -----  ------------------  ----------------- 
 Cash outflow from operating activities 
 Group operating (loss) / profit for the period                                          (330,787)          (520,416) 
 Share-based payments                                                      10              310,850            238,374 
 Finance costs                                                                           (199,622)            (1,201) 
-----------------------------------------------------------------------  -----  ------------------  ----------------- 
 Operating cash flow before changes in working capital                                   (219,559)          (283,243) 
 Increase in receivables and prepayments                                                   415,942            (2,727) 
 Decrease in trade and other payables                                                  (1,174,948)          (706,585) 
 Decrease in provisions                                                                     26,536                  - 
-----------------------------------------------------------------------  -----  ------------------  ----------------- 
 Cash used in operating activities                                                       (952,029)          (992,555) 
-----------------------------------------------------------------------  -----  ------------------  ----------------- 
 Investing activities 
 Exploration and evaluation costs                                          5           (1,104,831)          (786,143) 
 Net cash used in investing activities                                                 (1,104,831)          (786,143) 
-----------------------------------------------------------------------  -----  ------------------  ----------------- 
 Financing activities 
 Cash proceeds from issue of ordinary share capital net of issue costs     9             2,782,449          1,876,430 
 Repayment of borrowing facilities                                                         (6,189)            (6,431) 
 Repayment of interest on borrowing facilities                                               (495)              (676) 
 Effects of foreign currency movements on borrowing facilities                               2,047            (5,769) 
-----------------------------------------------------------------------  -----  ------------------  ----------------- 
 Net cash from financing activities                                                      2,777,812          1,863,553 
-----------------------------------------------------------------------  -----  ------------------  ----------------- 
 Increase in cash and cash equivalents                                                     720,952             84,855 
 Cash and cash equivalents at beginning of period                                          231,216             10,227 
-----------------------------------------------------------------------  -----  ------------------  ----------------- 
 Cash and cash equivalents at end of period                                                952,168             95,082 
-----------------------------------------------------------------------  -----  ------------------  ----------------- 
 

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 2023 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 2022 and those to be used for the year ending 31 December 2023. The comparative figures for the half year ended 30 June 2022 are unaudited. The comparative figures for the year ended 31 December 2022 are not the Company's full statutory accounts but have been extracted from the financial statements for the year ended 31 December 2022 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 29 September 2023.

   b)       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.

   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 2022.

 
                                    Africa                        Head Office                        Total 
                            Six months      Six months      Six months      Six months      Six months      Six months 
                                 ended           ended           ended           ended           ended           ended 
                          30 June 2023    30 June 2022    30 June 2023    30 June 2022    30 June 2023    30 June 2022 
                                     $               $               $               $               $               $ 
----------------------  --------------  --------------  --------------  --------------  --------------  -------------- 
 Loss by reportable 
  segment                       11,767          22,076         519,013         500,051         530,780         522,127 
 Total assets by 
  reportable segment 
  (1)                       33,068,508      29,592,742         880,969          79,840      33,949,477      29,672,582 
----------------------  --------------  --------------  --------------  --------------                  -------------- 
 Total liabilities by 
  reportable segment 
  (2)                        (244,749)     (1,359,118)     (1,778,890)       (318,615)     (2,023,639)     (1,677,733) 
----------------------  --------------  --------------  --------------  --------------  --------------  -------------- 
 
   3.   Loss per ordinary share 
 
                                                                                      Basic & Diluted 
                                                                              30 June 2023    31 December 2022 
                                                                               (unaudited)           (audited) 
                                                                                         $                   $ 
---------------------------------------------------------------------  ---  --------------  ------------------ 
 (Loss) / profit for the period                                                  (530,780)         (1,009,122) 
 Weighted average number of ordinary shares in issue during the period       4,542,559,293       2,165,197,663 
 Dilutive effect of share options outstanding                                            -                   - 
 Fully diluted average number of ordinary shares during the period           4,542,559,293       2,165,197,663 
 (Loss) / profit per share (USc)                                                   (0.01c)             (0.05c) 
--------------------------------------------------------------------------  --------------  ------------------ 
 
   4.   Finance costs 
 
                   30 June 2023    31 December 202 
                    (unaudited)          (audited) 
                              $                  $ 
---------------  --------------  ----------------- 
 Finance costs          203,425              1,711 
---------------  --------------  ----------------- 
 

Finance costs include $201k (2022: $nil) with respect to fees incurred on the Energy Exploration Capital Partners LLC prepaid placement facility (see note 7).

   5.   Intangible Exploration and Evaluation (E&E) assets 
 
                                  Exploration and evaluation assets      Goodwill          Total 
 Period-ended 30 June 2023                                        $             $              $ 
                                 ----------------------------------  ------------  ------------- 
 Cost 
 At 1 January 2023                                      103,842,133     8,023,292    111,865,425 
 Additions during the period                              1,104,831             -      1,104,831 
 At 30 June 2023                                        104,946,964     8,023,292    112,970,256 
-------------------------------  ----------------------------------  ------------  ------------- 
 Amortisation and impairment 
 At 1 January 2023                                     (72,008,462)   (8,023,292)   (80,031,754) 
 At 1 January and 30 June 2023                         (72,008,462)   (8,023,292)   (80,031,754) 
-------------------------------  ----------------------------------  ------------  ------------- 
 Net book value 
 At 30 June 2023                                         32,938,502             -     32,938,502 
 At 31 December 2022                                     31,833,671             -     31,833,671 
-------------------------------  ----------------------------------  ------------  ------------- 
 

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 $955k (2022: $618k), $69k in South Africa (2022: $54k) and $80k in Namibia (2022: $115k). 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.

   6.   Trade and other receivables 
 
                                 30 June 2023    31 December 202 
                                  (unaudited)          (audited) 
                                            $                  2 
-----------------------------  --------------  ----------------- 
 Trade and other receivables           58,807            474,749 
-----------------------------  --------------  ----------------- 
 

Trade and other receivables comprise prepaid expenditures.

   7.   Trade and other payables 
 
                              30 June 2023    31 December 2022 
                               (unaudited)           (audited) 
                                         $                   $ 
--------------------------  --------------  ------------------ 
 Trade and other payables        1,190,046             147,185 
 Other accruals                    266,821           2,484,630 
                                 1,456,867           2,631,815 
--------------------------  --------------  ------------------ 
 

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.

Trade and other payables include $1.1 million (2022: $nil) payable to Energy Exploration Capital Partners LLC ("EECP") with respect to amounts received against future share placements.

The placement price of any placing requested by EECP is the average of five daily volume-weighted average prices selected by EECP during a specified period immediately prior to the date of any notice to issue Placing Shares, less an 8% discount, rounded down to the nearest five hundredth of a penny, and subject to the floor price of 0.1p per share as discussed below.

EECP will be entitled to a long-term hold benefit of a 10% (rather than 8%) discount to the above-mentioned formula for placing shares if the placing shares are issued after the first anniversary of the initial investment (13 January 2024). In addition, the Company may benefit from share price appreciation following issuance of placing shares: if an issuance of shares to EECP would result in the effective discount to the prevailing market price of the Company's shares being in excess of 25%, the Placement Price will be increased by half of such excess.

Further, the Placement Price will be subject to a floor price of 0.1p per share. If the placement price formula results in a price that is less than the floor price, the Company may elect not to issue shares and instead opt to repay the applicable placement amount in cash, with a 9% premium, subject to EECP's right to receive placing shares at the floor price in lieu of such cash repayment if it wishes.

The Company may also at any time repay one half of the outstanding balance of any placing in relation to which placing shares have not yet been issued, with a 5% premium.

   8.   Borrowings 
 
                                                             Group 
                                                30 June 2023    31 December 2022 
                                                 (unaudited)           (audited) 
                                                           $                   $ 
--------------------------------------------  --------------  ------------------ 
 Principal balance at beginning of period             41,088              59,532 
 Amounts drawn down during the period                      -                   - 
 Amounts repaid during the period                    (6,189)            (12,294) 
 Currency revaluations at year end                     2,027             (6,149) 
--------------------------------------------  --------------  ------------------ 
 Principal balance at end of period                   36,926              41,088 
 
 Financing costs at beginning of year                    442                 818 
 Changes to financing costs during the year                -                   - 
 Interest expense                                        372                 925 
 Interest paid                                         (495)             (1,220) 
 Currency revaluations at year end                        20                (81) 
--------------------------------------------  --------------  ------------------ 
 Financing costs at the end of the year                  339                 442 
 
 Carrying amount at end of period                     37,265              41,530 
--------------------------------------------  --------------  ------------------ 
 Current                                              12,849              12,243 
 Non-current                                          24,416              29,286 
 
 Repayment dates                                             Group 
                                                30 June 2021    31 December 2020 
                                                 (unaudited)           (audited) 
                                                           $                   $ 
--------------------------------------------  --------------  ------------------ 
 Due within 1 year                                    12,849              12,243 
 Due within years 2-5                                 24,416              29,285 
 Due in more than 5 years                                  -                   - 
                                                      37,265              41,530 
--------------------------------------------  --------------  ------------------ 
 

Borrowings represent a GBP50k Barclays Bounceback Loan drawn in May 2020 and repayable in installments over a 5-year period. During the period, the Group and Company entered into no new facilities (2022: $nil).

   9.   Share capital 
 
                                                                        30 June 2023    31 December 2022 
                                                                         (unaudited)           (audited) 
                                                                                   $                   $ 
---------------------------------------------------------------  ---  --------------  ------------------ 
 Authorised, called up, allotted and fully paid 
 8,443,981,022 (2022: 3,554,137,955) ordinary shares of 0.001p            18,344,086          18,283,317 
--------------------------------------------------------------------  --------------  ------------------ 
 

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 2023                                     3,554,437,955                       18,283,317     152,336,303 
  Shares issued for cash                                4,784,543,067                           59,491       3,137,601 
  Shares issued on settlement of third-party fees         105,000,000                            1,279         196,917 
  Shares issued on settlement of staff                              -                                -               - 
  remuneration 
  Share issue costs                                                 -                                -       (612,838) 
  At 30 June 2023                                       8,443,981,022                       18,344,086     155,057,983 
--------------------------------------------------  -----------------  -------------------------------  -------------- 
 

10. Share-based payments

Options

Details of share options outstanding at 30 June 2023 are as follows:

 
                                Number in issue 
---------------------------    ---------------- 
 At 1 January 2023                  392,000,000 
 Awarded during the period          268,000,000 
 Lapsed during the period                     - 
---------------------------    ---------------- 
 At 30 June 2023                    660,000,000 
-----------------------------  ---------------- 
 
 
 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 
 16 Aug 22            148,000,000              0.300              16 Aug 27 
 16 May 23            268,000,000              0.100              15 May 28 
                      660,000,000 
---------------  ----------------  -----------------  --------------------- 
 

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 2023 are as follows:

 
                                                                         Number in issue 
 At 1 January 2023                                                           599,969,023 
 Awarded during the period                                                   313,240,292 
 Lapsed during the period                                                  (135,103,559) 
 At 30 June 2023                                                             778,105,756 
-----------------------------------------  --------------  -----------  ---------------- 
 Date of grant        Number in issue       Warrant price (p)       Latest exercise date 
------------------  -----------------  ----------------------  ------------------------- 
 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                 10,990,933                   0.500                  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 
 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 
 01 Jul 22                 16,831,240                   0.295                  01 Jul 27 
 03 Oct 22                 26,114,205                   0.250                  03 Oct 27 
 01 Aug 22                 10,588,228                   0.425                  31 Jul 24 
 15 Feb 23                 29,114,906                   0.175                  15 Feb 28 
 02 May 23                 43,053,960                   0.143                  01 May 28 
 16 May 23                112,500,000                   0.100                  16 May 26 
 30 Jun 23                128,571,426                   0.050                  30 Jun 28 
                          778,105,756 
------------------  -----------------  ----------------------  ------------------------- 
 
 

11. Subsequent events

3 July 2023: Issue of warrants in lieu of GBP30,000 (in aggregate) of Directors fees to Paula Brancato (21,428,371 warrants), Mark Enfield (21,428,571 warrants), and Jeremy Asher (42,857,142 warrants) in settlement of fees due for the period from 1 July 2023 to 30 September 2023. The warrants are exercisable at a strike price of 0.05 pence, which was the same as the placing price of the Placing and Subscription that had been announced on 16 May 2023. The warrants are exercisable for a period of 5 years from the date of issue.

17 July 2023: The Company held its Annual General Meeting, All resolutions proposed in the notice of meeting were duly passed.

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END

IR LPMFTMTJTBBJ

(END) Dow Jones Newswires

September 29, 2023 02:00 ET (06:00 GMT)

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