Tower Resources Regulatory News (TRP)

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 £1.7 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 £150,000 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

CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT FOR THE SIX MONTHS ENDED 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

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Signed on behalf of the Board of Directors

Jeremy Asher

Chairman and Chief Executive

10 September 2019

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

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

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 £9.8 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.

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

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

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

6. Trade and other payables

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 £843k 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 £843k 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

The share capital issues during the period are summarised below:

8. Share-based payments

Options

Details of share options outstanding at 30 June 2019 are as follows:

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:

9. Subsequent events

1 July 2019: The Company issued 4,285,714 warrants to Directors in lieu of £15,000 (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.