TIDMTRP
RNS Number : 8900L
Tower Resources PLC
11 September 2019
Tower Resources plc
Interim Results to 30 June 2019
11 September 2019
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
2019.
HIGHLIGHTS
-- January 2019 placing of 170 million new ordinary shares at 1p
to raise GBP1.7 million (gross), together with issuance of placing
warrants, broker warrants, and agreement of directors to accept
warrants in lieu of fees;
-- February 2019 announcement by Total of a 1 billion boe
gas-condensate discovery at its Brulpadda well in the Outeniqua
basin, on its Blocks 11B/12B in South Africa, which is immediately
adjacent to the Company's 50%-owned Algoa-Gamtoos license;
-- Release of Operator's estimates of 510 Million boe of mean
unrisked recoverable resource potential in the Algoa-Gamtoos
license, including a 346 million boe prospect in the Outeniqua
basin section of the license;
-- April 2019 announcement of a Bridging Loan of US$750,000,
with associated warrants, provided by Pegasus Petroleum Ltd and
other parties to fund working capital while the Company pursues a
farm-out of its Thali license in Cameroon;
-- June 2019 subscription of 15 million new ordinary shares at
1p to raise GBP150,000 of further working capital.
POST REPORTING PERIOD EVENTS
-- July 2019 award in the Company's favour by the First-Tier
Tribunal (Tax Chamber) in respect of the Company's VAT dispute with
HMRC (where HMRC has subsequently requested leave to appeal to the
Higher Tribunal);
-- Ongoing well planning and preparatory work for the intended
2019 Thali drilling programme in Cameroon;
-- Continuation of farm-out processes in respect of both the
Thali license in Cameroon and the Algoa-Gamtoos license in South
Africa;
-- Substantial farm-out discussions in respect of Thali
-- Extension of bridging loan until 31 August 2019 with grace
period until 30 September 2019
-- Now seeking funding for working capital and to repay bridging
loan.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
Contacts
Tower Resources plc info@towerresources.co.uk
Jeremy Asher
Chairman and CEO
Andrew Matharu
VP - Corporate Affairs
SP Angel Corporate Finance
LLP
Nominated Adviser and joint
broker +44 20 3470 0470
Stuart Gledhill
Caroline Rowe
Whitman Howard Limited
Joint Broker
Nick Lovering
Hugh Rich +44 20 7659 1234
Turner Pope Investments
(TPI) Limited
Joint Broker
Andy Thacker +44 20 3621 4120
Yellow Jersey PR Limited
Sarah Hollins +44 7764 947 137
Henry Wilkinson +44 7951 402 336
CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT FOR THE SIX
MONTHSED 30 JUNE 2019
In the months since we released our Annual Report we have been
working towards two key objectives: resolving the logistical
challenges associated with site preparation for our Njonji-3 well
in Cameroon; and obtaining financing for that well.
The site preparation issue arose when we found out in late April
that the previous license operator, Total, had not conducted a full
site survey with boreholes prior to its own drilling on this
location a few years ago. Until late April, this information had
simply been missing from the files provided to us when we took over
the license. While having boreholes drilled prior to jacking up a
rig is not a requirement for some operators and rigs, the owners of
both the Topaz Driller and the COSL Seeker and their marine
insurance providers do require such surveys to be performed. One
consequence of the relatively low level of drilling activity
recently is that there are not a large number of vessels capable of
conducting this kind of borehole survey that are active in the
Atlantic Basin, and we have to work around the existing commitments
and schedules of those vessels. We have identified a suitable
vessel some time ago, but it has been working on the other side of
the Atlantic and is only coming to West Africa later this month. We
are currently negotiating an LOI to use this vessel for the
survey.
This has required us to build more flexibility into our rig
arrangements to accommodate this uncertain schedule. We already
switched rigs from the Topaz Driller to the COSL Seeker for this
reason. The two rigs are former sister vessels, and Vantage, who
own the Topaz Driller, have been as flexible as they could be; but
the COSL Seeker provides greater flexibility as the rig is already
in Cameroon, having just completed a series of wells for Addax, and
is due to have its 5-year survey in Cameroon as well, which
provides further flexibility.
The critical path item is the site survey, and we do not now see
how this can be done in September. Assuming the site survey is
completed in October or November, this makes December a more
realistic date for spudding the well. This will of course require
the agreement of the Société Nationale des Hydrocarbures ("SNH")
and the Ministry ("MINMIDT") on behalf of the Government of
Cameroon due to the license anniversary having passed during the
intervening period, which we expect will be forthcoming as we have
been keeping them closely informed of our progress and we believe
that they understand the reasons for this delay. We will keep
shareholders advised of both further progress on the well schedule
and also of the outcome of discussions with MINMIDT.
At the same time we have also been working on the financing for
the well. The initial feedback we have had from banks has been that
the project should be suitable for bank financing after the NJOM-3
well has been completed and tested, since this should provide us
with proven reserves at Njonji, but we have not been able to put
either senior or mezzanine loans in place for the current well, so
we have been looking for partners to farm in to the license to help
fund the current well in order to minimise demands on shareholders.
We currently have substantial discussions underway with several
companies who are interested to farm in, but each of them requires
more time to finalise their own financing and to be able to commit
to the well. One positive consequence of the operational delay is
that it has provided us with more time to complete these farm-out
discussions which, provided they are successful, should allow us to
finance the NJOM-3 well with little or no further demand on
shareholders funds from that point on.
Overall, we remain confident about the Thali licence and the
Njonji development. Since the OIL Reserve Report which was
published last year, we have made substantial progress on well
preparations, despite the delays, and our internally projected well
costs are still running substantially below the cost estimates in
that report, with our long lead items now already acquired and in
place in Douala. The overall project economics remain robust and
attractive, which is why we continue to attract farm-out
interest.
However, in the meantime we will still need to raise some funds
for working capital, because we have very little cash on hand. We
already committed the funds we raised in January to long lead items
and well planning (as promised at that time) and since April we
have been relying on the limited funds we raised from the Bridging
facility and a small share issue, together comprising less than
US$1 million, to keep the well on schedule and our other operations
working. As a result, the Company has substantial trade and other
creditors and the Bridging facility, which was extended until 31
August 2019, is now overdue for repayment though remains subject to
a grace period until 30 September 2019.
Our cash on hand and the funds we are expecting from our current
VAT refund claim amount to just over US$160,000 at time of writing.
HMRC has advised us that, as expected, they are seeking leave to
appeal against the First Tier Tribunal (Tax Chamber) ("FTT") award
in our favour, which was announced in July 2019; however HMRC's
obligation is to process our VAT returns as usual pending the
conclusion of their appeal process, which we expect will take more
than a year. We are confident that the FTT award will be upheld;
nevertheless, to be conservative, we have maintained the provision
for VAT in our accounts and will maintain that provision until
HMRC's appeal is finally resolved.
In respect of our other licenses, the main news (already
discussed in our Annual Report) has been the successful Brulpadda
well drilled by Total on their license adjoining our Algoa-Gamtoos
license in South Africa, which is a 50-50 joint venture with our
partner and operator, NewAge Energy Algoa (Pty) Ltd ("NewAge").
Total has announced a 1 billion boe gas-condensate discovery in the
Outeniqua basin at Brulpadda, and our understanding is that Total
is now planning further wells in the Outeniqua basin between the
current discovery well and our own license. As NewAge has advised
us that they have identified from our 2D seismic data a potential
364 million boe Deep Albian structure, analogous to Brulpadda, in
the Outeniqua Basin Slope on the Algoa-Gamtoos license, this is an
exciting development for us.
We are also working on finalisation of the JOA with Namcor and
our local partner in respect of our new petroleum agreement in
Namibia.
Altogether we have been busy all summer and making progress on
our projects, even though we are quite frustrated at the delays to
getting our NJOM-3 well underway in Cameroon. But we are continuing
to press ahead as fast as we can, and we look forward to having
more concrete news in the near future.
Jeremy Asher
Chairman and Chief Executive
10 September 2019
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Six months ended
30 June 2019 30 June 2018
(unaudited) (unaudited)
Note $ $
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Revenue - -
Cost of sales - -
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Gross profit - -
Other administrative expenses (811,925) (444,354)
Share-based payment charges incurred on issue of new equity 8 (301,222) -
Share-based payment charges incurred on incentivisation of staff
and consultants 8 (125,549) (102,155)
Pre-licence expenditures (810) (3,584)
Impairment / (reversal of impairment) of exploration and evaluation
assets 4 (30,924) (2,806,166)
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Total administrative expenses (1,270,430) (3,356,259)
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Group operating loss (1,270,430) (3,356,259)
Finance income 655 1,043
Finance expense (328,259) 3,792
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Loss for the period before taxation (1,598,034) (3,351,424)
Taxation - -
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Loss for the period after taxation (1,598,034) (3,351,424)
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Other comprehensive income - -
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Total comprehensive expense for the period (1,598,034) (3,351,424)
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Basic loss per share (USc) 3 (0.30c) (0.89c)
-------------------------------------------------------------------- ----- ----------------- --- -----------------
Diluted loss per share (USc) 3 (0.30c) (0.89c)
-------------------------------------------------------------------- ----- ----------------- --- -----------------
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June 2019 31 December 2018
(unaudited) (audited)
Note $ $
----------------------------------- ----- -------------- -----------------
Non-current assets
Property, plant and equipment - -
Exploration and evaluation assets 4 22,107,324 19,646,399
----------------------------------- ----- -------------- -----------------
22,107,324 19,646,399
----------------------------------- ----- -------------- -----------------
Current assets
Trade and other receivables 5 33,385 23,979
Cash and cash equivalents 330,029 331,395
----------------------------------- ----- -------------- -----------------
363,414 355,374
----------------------------------- ----- -------------- -----------------
Total assets 22,470,738 20,001,773
----------------------------------- ----- -------------- -----------------
Current liabilities
Trade and other payables 6 2,127,944 1,292,492
----------------------------------- ----- -------------- -----------------
Total liabilities 2,127,944 1,292,492
----------------------------------- ----- -------------- -----------------
Net assets 20,342,794 18,709,281
----------------------------------- ----- -------------- -----------------
Equity
Share capital 7 18,244,493 15,599,626
Share premium 142,219,109 142,376,317
Retained losses (140,120,808) (139,266,662)
----------------------------------- ----- -------------- -----------------
Total shareholders' equity 20,342,794 18,709,281
----------------------------------- ----- -------------- -----------------
Signed on behalf of the Board of Directors
Jeremy Asher
Chairman and Chief Executive
10 September 2019
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share (1) Share-based Retained Total
capital premium payments losses
reserve
$ $ $ $ $
At 1 January 2018 15,558,095 142,361,529 6,387,408 (141,969,571) 22,337,461
------------------------------------------- ----------- ------------ ---------------- -------------- ------------
Shares issued on settlement of third party
fees 41,531 14,788 - - 56,319
Total comprehensive income for the period - - 102,155 (3,351,424) (3,249,269)
At 30 June 2018 15,599,626 142,376,317 6,489,563 (145,320,995) 19,144,511
------------------------------------------- ----------- ------------ ---------------- -------------- ------------
Shares issued on settlement of third party - - - - -
fees
Total comprehensive income for the period - - 35,029 (470,259) (435,230)
At 31 December 2018 15,599,626 142,376,317 6,524,592 (145,791,254) 18,709,281
------------------------------------------- ----------- ------------ ---------------- -------------- ------------
Shares issued for cash 2,405,461 - - - 2,405,461
Shares issued on settlement of fees 44,062 - - - 44,062
Shares issued on settlement of staff
remuneration 195,344 - - - 195,344
Shares issue costs - (157,208) - - (157,208)
Total comprehensive income for the period - - 743,888 (1,598,034) (854,146)
At 30 June 2019 18,244,493 142,219,109 7,268,480 (147,389,288) 20,342,794
------------------------------------------- ----------- ------------ ---------------- -------------- ------------
(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 2019 30 June 2018
(unaudited) (unaudited)
Note $ $
----------------------------------------------------------------------- ----- ----------------- -----------------
Cash outflow from operating activities
Group operating loss for the period (1,270,430) (3,356,259)
Depreciation of property, plant and equipment - 415
Share-based payments 8 743,888 102,155
Impairment of intangible exploration and evaluation assets 4 30,924 2,806,166
----------------------------------------------------------------------- ----- ----------------- -----------------
Operating cash flow before changes in working capital (495,618) (447,523)
Decrease / (increase) in receivables and prepayments (9,406) 2,572
Increase / (decrease) in trade and other payables 835,452 39,456
----------------------------------------------------------------------- ----- ----------------- -----------------
Cash used in operations 330,428 (405,495)
Interest received 655 1,043
----------------------------------------------------------------------- ----- ----------------- -----------------
Cash used in operating activities 331,083 (404,452)
----------------------------------------------------------------------- ----- ----------------- -----------------
Investing activities
Exploration and evaluation costs 4 (2,491,849) (716,554)
Net cash used in investing activities (2,491,849) (716,554)
----------------------------------------------------------------------- ----- ----------------- -----------------
Financing activities
Cash proceeds from issue of ordinary share capital net of issue costs 7 2,487,659 56,319
Finance costs (328,259) 3,792
----------------------------------------------------------------------- ----- ----------------- -----------------
Net cash from financing activities 2,159,400 60,111
----------------------------------------------------------------------- ----- ----------------- -----------------
Decrease in cash and cash equivalents (1,366) (1,060,895)
Cash and cash equivalents at beginning of period 331,395 2,151,476
----------------------------------------------------------------------- ----- ----------------- -----------------
Cash and cash equivalents at end of period 330,029 1,090,581
----------------------------------------------------------------------- ----- ----------------- -----------------
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 European Union ("EU").
The condensed set of financial statements for the six months
ended 30 June 2019 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 2018 and those to be used for the year ending 31 December
2019. The comparative figures for the half year ended 30 June 2018
are unaudited. The comparative figures for the year ended 31
December 2018 are not the Company's full statutory accounts but
have been extracted from the financial statements for the year
ended 31 December 2018 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 10 September 2019.
b) Going concern
The Group will need to raise further funds or to agree a farm
out or other transaction involving one or more of the Group's
licenses in order to meet its liabilities as they fall due within
the next 12 months. The Directors believe that they will need to
raise funds of approximately GBP9.8 million in total over the
coming twelve months to meet its minimum commitments (mainly to
fund drilling activities in respect of the Thali license) but not
all of this needs to be raised prior to the well spud. The
Directors consider that there are a number of options available to
them either through capital markets, farm-outs or asset disposals
and are confident that these will be concluded satisfactorily
within the necessary timeframes. The financial statements have
therefore been prepared on a going concern basis.
However, there can be no guarantee that the required funds may
be raised or transactions completed within the necessary
timeframes. Consequently a material uncertainty exists that may
cast doubt on the Group's ability to continue to operate and to
meet its commitments and discharge its liabilities in the normal
course of business for a period of not less than twelve months from
the date of this report. The financial statements do not include
the adjustments that would result if the Group was unable to
continue in operation such as the impairment of the exploration
assets.
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 2018.
Africa Head Office Total
Six months Six months Six months Six months Six months Six months
ended ended ended ended ended ended
30 June 2019 30 June 2018 30 June 2019 30 June 2018 30 June 2019 30 June 2018
$ $ $ $ $ $
---------------------- -------------- -------------- -------------- -------------- -------------- --------------
Loss by reportable
segment 30,539 2,822,162 1,567,495 529,262 1,598,034 3,351,424
Total assets by
reportable segment
(1) 22,272,862 19,167,793 197,876 1,069,077 22,470,738 20,236,870
---------------------- -------------- -------------- -------------- -------------- --------------
Total liabilities by
reportable segment
(2) (120,379) (599) (2,007,565) (1,091,760) (2,127,944) (1,092,359)
---------------------- -------------- -------------- -------------- -------------- -------------- --------------
(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 2019 30 June 2018
$ $
----------------------------------------------------------------------- ------------- -------------
Loss for the period 1,598,034 3,351,424
Weighted average number of ordinary shares in issue during the period 541,483,262 375,151,046
Dilutive effect of share options outstanding - -
Fully diluted average number of ordinary shares during the period 541,483,262 375,151,046
Loss per share (USc) 0.30c 0.89c
------------------------------------------------------------------------ ------------- -------------
4. Intangible Exploration and Evaluation (E&E) assets
Exploration and evaluation assets Goodwill Total
Period-ended 30 June 2019 $ $ $
---------------------------------- ------------ -------------
Cost
At 1 January 2019 91,654,861 8,023,292 99,678,153
Additions during the period 2,491,849 - 2,491,849
Disposals during the period - - -
At 30 June 2019 94,146,710 8,023,292 102,170,002
-------------------------------- ---------------------------------- ------------ -------------
Amortisation and impairment
At 1 January 2019 (72,008,462) (8,023,292) (80,031,754)
Impairment during the period (30,924) - (30,924)
Disposals during the period - - -
At 1 January and 30 June 2019 (72,039,386) (8,023,292) (80,062,678)
-------------------------------- ---------------------------------- ------------ -------------
Net book value
At 30 June 2019 22,107,324 - 22,107,324
At 31 December 2018 19,646,399 - 19,646,399
-------------------------------- ---------------------------------- ------------ -------------
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. This is inherently an extremely
judgmental exercise requiring the Directors to place a value on
exploration projects that by definition are not in the development
stage and are not therefore cash generating units. Having done so,
based on the financial constraints on the Group, and specific
issues associated with each license it was concluded that no
further impairment was necessary beyond the impairment of the
Zambian licenses 40 and 41 already made in the 2018 accounts.
The additions during the period represent $2.4 million in
Cameroon (2018: $708k), $80k in South Africa (2018: $nil) and $31k
in Zambia (2018: $9k) (subsequently impaired). The focus of the
Group's activities during this period has been on further
evaluating the Thali block in Cameroon and delineating the most
suitable drilling location on the Njonji discovery for a 2019
appraisal well.
5. Trade and other receivables
30 June 2019 31 December 2018
(unaudited) (audited)
$ $
----------------------------- -------------- -----------------
Trade and other receivables 33,385 23,979
----------------------------- -------------- -----------------
6. Trade and other payables
30 June 2019 31 December 2018
(unaudited) (audited)
$ $
-------------------------- -------------- -----------------
Trade and other payables 1,958,399 1,246,863
Accruals 169,545 45,629
2,127,944 1,292,492
-------------------------- -------------- -----------------
Included within trade and other payables are amounts totalling
$1.1 million (2018: $944k) with respect to UK VAT payable.
As has been previously noted, HMRC have issued assessments
totalling GBP843k excluding interest and penalties. This was
appealed and referred to the First-Tier Tribunal, which ruled in
favour of the Company in July 2019.
Whilst Tower was successful in defending its position at the
First-Tier Tribunal, it does not propose reflecting any changes in
its financial statements until such time as the final position and
the status of any HMRC appeal is fully known. The amount therefore
included within trade and other payables represents the GBP843k
originally assessed against the Company (exclusive of interest).
Provision has been made against all ongoing receivables at the
balance sheet date, with any movements being charged to the income
statement.
The Company continues to firmly believe that it has complied in
all material respects with UK VAT legislation, which is further
supported by the findings of the judge at the First-Tier Tribunal
and discussions with its advisors.
7. Share capital
30 June 2019 31 December 2018
(unaudited) (audited)
$ $
---------------------------------------------------- ---- -------------- -----------------
Authorised, called up, allotted and fully paid
580,716,052 (2018: 377,335,427) ordinary shares of 1p 18,244,493 15,599,626
---------------------------------------------------------- -------------- -----------------
The share capital issues during the period are summarised
below:
30 June 2019 31 December 2018
(unaudited) (audited)
$ $
----------------------------------------------- ----------------- ------------------------------- -----------------
Authorised, called up, allotted and fully paid
580,716,052 (2018: 377,335,427) ordinary shares of 1p 18,244,493 15,599,626
------------------------------------------------------------------ ------------------------------- -----------------
Number of shares Share capital at nominal value Share premium
Ordinary shares $ $
----------------------------------------------- ----------------- ------------------------------- -----------------
At 1 January 2019 377,335,427 15,599,626 142,376,317
Shares issued for cash 185,000,000 2,405,461 -
Shares issued on settlement of fees 3,380,625 44,062 -
Shares issued on settlement of staff
remuneration 15,000,000 195,344 -
Share issue costs - - (157,208)
At 30 June 2018 580,716,052 18,244,493 142,219,109
----------------------------------------------- ----------------- ------------------------------- -----------------
Deferred shares $ $
----------------------------------------------- ----------------- ------------------------------- -----------------
At 1 January and 30 June 2019 653,483,333 - -
----------------------------------------------- ----------------- ------------------------------- -----------------
8. Share-based payments
In the Statement of Comprehensive Income the Group recognised the following charge in respect Six months ended 30 June 2019 Six months ended 30 June 2018
of its share based payment plan:
(unaudited) (unaudited)
-----------------------------------------------------------------------------------------------
$ $
----------------------------------------------------------------------------------------------- ------------------------------ ------------------------------
Included within administrative costs:
----------------------------------------------------------------------------------------------- ------------------------------ ------------------------------
Share-based payment charges incurred on issue of new equity (301,222) -
Share-based payment charges incurred on incentivisation of staff and consultants (125,549) (102,155)
----------------------------------------------------------------------------------------------- ------------------------------ ------------------------------
Included within finance expense:
----------------------------------------------------------------------------------------------- ------------------------------ ------------------------------
Share-based payment charges incurred on issue of options and warrants as part of loan (317,117) -
financing
facilities
------------------------------ ------------------------------
Total recognised share based payment plan charges (743,888) (102,155)
----------------------------------------------------------------------------------------------- ------------------------------ ------------------------------
Options
Details of share options outstanding at 30 June 2019 are as
follows:
Number in issue
--------------------------- ----------------
At 1 January 2019 1,617,400
Awarded during the period 70,000,000
----------------------------- ----------------
At 30 June 2019 71,617,400
----------------------------- ----------------
Date of grant Number in issue Option price (p) Latest exercise date
--------------- ---------------- ----------------- ---------------------
27 Dec 14 16,000 1.750 27 Dec 19
09 Dec 15 48,000 0.475 09 Dec 20
16 Mar 16 53,400 0.475 16 Mar 21
26 Oct 16 1,500,000 0.023 25 Oct 21
24 Jan 19 70,000,000 1.250 24 Jan 24
71,617,400
--------------- ---------------- ----------------- ---------------------
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 2018 are as
follows:
Number in issue
At 1 January 2019 43,439,692
Awarded during the period 206,497,713
----------------
At 30 June 2019 249,937,405
----------------------------- ----------------
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 19 112,211,999 1.250 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
249,937,405
--------------- ---------------- ------------------ ---------------------
9. Subsequent events
1 July 2019: The Company issued 4,285,714 warrants to Directors
in lieu of GBP15,000 (in aggregate) of Directors fees to Peter
Taylor (non-executive director) and Jeremy Asher (as Chairman) in
partial settlement of fees due for the period from 1 July 2019 to
30 September 2019, to conserve the Company's working capital. The
warrants are exercisable at a price of 1.00 pence ("Warrants"),
which is a premium of 21% to the closing share price of 0.825 pence
on 28 June 2019, and are exercisable for a period of 5 years from
the date of issue;
9 July: The First-Tier Tribunal (Tax Chamber) has on 8th July
2019 delivered its decision in favour of the Company's appeal
against HMRC's 2016 decisions to deny it credit for input VAT. HMRC
has applied for leave to appeal to the Upper Tribunal;
30 July: The Company agreed an extension of its Bridging Loan
Facility ("Facility") of US$750,000. The terms of the extension
include the issue of 3 million of attached five-year 1.0 pence
warrants with the Facility now being due for repayment on or before
31 August 2019, representing a two month extension from its
original term;
28 August: The Company announced an update on operations on the
Thali block in Cameroon and on well financing. As disclosed in the
Company's operational update in May, the Company received
additional data from the original Total wells at NJOM-1 and NJOM-2,
which indicated that further site preparation work would be
required before the drilling rig for the NJOM-3 well is moved to
site. The most suitable vessel to undertake this site preparation
work is now en route to West Africa with the expectation that this
work can be completed during September 2019. The Company has also
signed an LOI to use the COSL Seeker jack-up rig for the NJOM-3
well, in place of the Vantage Topaz Driller.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR URVBRKBAKAAR
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September 11, 2019 02:00 ET (06:00 GMT)
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