Tower Resources plc, the Africa -focused energy company, announces its preliminary results for the 12 months ended 31 December 2024.
Highlights
· Cameroon
o The extension of the First Exploration Period of the Thali production-sharing contract to 4th February 2025, in accordance with the Company's PSC and the Cameroon Petroleum Code, and with the approval of the President of the Republic of Cameroon , was formally notified to the Company in February 2024.
o Further to the Rig contract announced on 18 December 2023, Borr Drilling Limited advised that extensions to the prior drilling programme for the Norve jack-up rig to BW Energy would make it impossible for the Norve to drill the NJOM-3 well during 2024, and a further extension of the First Exploration Period was therefore requested.
o The Company's farm-out process made substantial progress and an offer was received and announced for $15 million of financing for the Thali PSC work programme in October 2024.
o Discussions also continued with African banks regarding a short-term facility to enable earlier production from the NJOM-3 well.
· Namibia
o The Namibian Ministry of Mines and Energy agreed the extension of the Initial Exploration Period of PEL 96 to 31 October 2024 and invited the Company to apply to enter the First Renewal Period of PEL 96, for a period of 2-3 further years.
The remaining work commitment for the Initial Exploration Period was substantially complete and the Ministry of Mines and Energy had also agreed to defer the Company's commitment to acquire 1,000 square kilometres of new 3D seismic data to the First Renewal Period.
An update on the evaluation of large stratigraphic and structural leads and prospects was provided together with plans to reprocess the previously acquired 2D seismic data over areas of the license both in the remainder of the Initial Exploration Period and in the First Renewal Period.
· Corporate
o Pursuant to the investment deed to Energy Exploration Capital Partners, LLC ("EEPC"), announced in January 2023, additional tranches of share issues were made during 2024, raising an additional $230k at an issue price of between 0.021p and 0.0225p per share.
o The Company reached an agreement for the repayment of the outstanding balance owed to EECP in February 2024, in accordance with the terms of the investment deed. In addition, the Company also announced a Subscription to raise £600,000 via the issue of 3,333,333,333 shares at a price of 0.018p per share.
o A Subscription arranged with the Company's Chairman and CEO, Jeremy Asher, for 1,195,652,174 ordinary shares at a share price of 0.0115p per share to raise £137,500 , was announced in June 2024.
o The appointment of Ms Stacey Kivel as independent Non-Executive Director was announced in August 2024. Ms Kivel joined the Remuneration and Audit Committees and agreed to chair the Remuneration Committee.
o A Placing of 4,401,851,851 shares, via a two-tranche subscription agreement, to raise £1,188,500 at a price of 0.027p per share, was announced in October 2024.
o A Subscription for 1,018,518,519 ordinary shares at a share price of 0.027p per share to raise £275,000 was announced in November 2024.
o Cash balance at year-end of $284.1k (2023: $20.6k ).
o 2023 full-year net administrative costs, excluding share-based payment charges, of $608k (2023: $702k ).
Post-Reporting Period Events
10 January 2025: Transformational farm-out agreements executed with Prime Global Energies Limited ("Prime") for minority, non-operated interests in the Company's Thali license, offshore Cameroon , and PEL96 offshore Namibia .
Tower agreed to farm-out a 42.5% non-operated interest in the Thali license to Prime in exchange for a US$15,000,000 cash contribution towards the Thali work programme and drilling of the NJOM-3 well in 2025, and further terms as set out in the announcement. In addition, Prime has also agreed to farm-in to PEL96, offshore Namibia , for a 25% non-operated interest. The Company's shareholder Pegasus Petroleum Limited ("Pegasus", a company owned by the Asher Family Trust, of which the Company's Chairman Jeremy Asher is the lifetime beneficiary) agreed to modify certain agreements between Pegasus and Tower and also to subscribe to further shares in Tower, as set out in the announcement. As a result of these arrangements, the Company received cash proceeds of $937,500 in cash immediately and will receive a further $3,437,500 cash following completion of the two farm-out agreements.
22 January 2025: A broker to the Company exercised rights over 271,018,518 Ordinary shares comprised of 271,018,518 Warrants at an exercise price of 0.027p per share and at an exercise cost of £73,175 .
7 March 2025: Tower Resources ( Namibia ) Limited agreed to purchase an additional 5% interest in the PEL96 license offshore Namibia from its local partner, ZM Fourteen Investment (Pty) Ltd for a cash consideration on completion of $375k .
At the same time, the Company noted that Tower Resources Cameroon SA has submitted the TRCSA-Prime farm-out agreement documentation and the request for a year's further extension of the First Exploration Period of the Thali license to the Cameroon Minister of Mines, Industry and Technological Development for approvals.
26 March 2025: The Company announced that it had agreed an unsecured fixed-price convertible bridge loan of £500,000 with Prime Resources Limited with a term of up to 12 months, and convertible into ordinary shares at a fixed conversion price of 0.05588 pence per share if not prepaid earlier. Prime Resources Limited is a Gibraltar -registered private investment company and is not related to the Company's prospective farm-in partner Prime Global Energies Limited.
9 April 2025: The Company announced that it had made an annual award of 1,540,000,000 Restricted Shares to directors, employees and consultants under its Long-Term Incentive Plan (LTIP).
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.