NOTES TO THE FINANCIAL STATEMENTS

1.         Accounting policies

a)       General information       

Tower Resources plc is a public company incorporated in the United Kingdom under the UK Companies Act. The address of the registered office is 134 Buckingham Palace Road, London, SW1W 9SA. The Company and the Group are engaged in the exploration for oil and gas.

These financial statements are presented in US dollars as this is the currency in which the majority of the Group's expenditures are transacted and the functional currency of the Company and have been prepared in accordance with UK-adopted International Accounting Standards, and in compliance with the requirements of the Companies Act 2006.

 

b)       Basis of accounting and adoption of new and revised standards

Changes in accounting policies

A number of new standards are effective from 1 January 2023 but they do not have material effect on the Group's financial statements.

New and amended standards

The following amended standards and interpretation are effective for financial years commencing on or after 1 January 2024. The Group does not intend to adopt the standards below, before their mandatory application date.

 

Standard	Description	IASB Issue Date	IASB Effective Date	Secretary of State Adoption Date
IAS 1 (amendments)	Classification of Liabilities as Current or Non-current.	23 January 2020	1 January 2024	Endorsed
IFRS 16 (amendments)	Lease Liability in a Sale and Leaseback	22 September 2022	1 January 2024	Endorsed
IAS 1 (amendments)	Non-current Liabilities with Covenants.	31 October 2022	1 January 2024	Endorsed
IAS 12 (amendments)	International Tax Reform - Pillar Two Model Rules.	23 May 2023	1 January 2024	Endorsed
IAS 7 and IFRS 7 (Amendments)	Supplier Finance Arrangements.	25 May 2023	1 January 2024	Endorsed

Future accounting pronouncements

The Company intends to adopt the above listed standards and interpretations in its financial statements for the annual period beginning 1 January 2024. The Company does not expect the implementation to have a material impact on the financial statements.

 

c)       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 addition to funds already raised in 2024, 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 results in an inherent material 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.

This point is also discussed in note 2 of the financial statements.

 

d)       Basis of consolidation

The consolidated financial statements incorporate the accounts of the Company and its subsidiaries and have been prepared by using the principles of acquisition accounting ("the purchase method") which includes the results of the subsidiaries from their date of acquisition. Intra-group sales, profits and balances are eliminated fully on consolidation.

The results of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

As a Consolidated Statement of Comprehensive Income is published, a separate Statement of Comprehensive Income for the Parent Company has not been published in accordance with section 408 of the Companies Act 2006.

 

e)       Jointly controlled operations

Jointly controlled operations are arrangements in which the Group holds an interest on a long-term basis which are jointly controlled by the Group and one or more ventures under a contractual arrangement. The Group's exploration, development and production activities are sometimes conducted jointly with other companies in this way. Since these arrangements do not constitute entities in their own right, the consolidated financial statements reflect the relevant proportion of costs, revenues, assets and liabilities applicable to the Group's interests.

 

f)        Oil and Gas Exploration and Evaluation Expenditure

Costs incurred before the acquisition of a license or permit to explore an area are expensed to the income statement.

All exploration and evaluation costs incurred following a license or permit to explore being obtained or acquired on the acquisition of a subsidiary are capitalised in respect of each identifiable project area. These costs are classified as intangible assets and are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves (successful efforts).

Costs incurred by Directors' and employees of the parent Company on the exploration activities are recharged to the subsidiaries and capitalised as exploration assets accordingly.

Other costs are expensed unless commercial reserves have been established or the determination process has not been completed. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences the accumulated costs for the relevant area of interest are transferred from intangible assets to tangible assets as 'Developed Oil and Gas Assets' and amortised over the life of the area according to the rate of depletion of the economically recoverable costs.

 

g)       Impairment of Oil and Gas Exploration and Evaluation assets

The carrying value of unevaluated areas is assessed when there has been an indication that impairment in value may have occurred. The impairment of unevaluated prospects is assessed based on the Directors' intention with regard to future exploration and development of individual significant areas and the ability to obtain funds to finance such exploration and development.

 

h)       Decommissioning costs

Where a material liability for the removal of production facilities and site restoration at the end of the field life exists, a provision for decommissioning is made. The amount recognised is the present value of estimated future expenditure determined in accordance with local conditions and requirements. An asset of an amount equivalent to the provision is also created and depreciated on a unit of production basis. Changes in estimates are recognised prospectively, with corresponding adjustments to the provision and the associated asset.

 

i)        Property, plant and equipment

Property, plant and equipment is stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows:

Computers and equipment, fixtures, fittings and equipment: straight line over 4 years

Leasehold and office refurbishment costs: over duration of lease

The assets' residual values and useful lives are reviewed and adjusted if necessary at each year-end. Profits or losses on disposals of plant and equipment are determined by comparing the sale proceeds with the carrying amount and are included in the statement of comprehensive income. Items are reviewed for impairment if and when events indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset's net selling price and value in use.

 

j)        Investments

The Parent Company's investments in subsidiary companies are stated at cost less any expected credit loss for impairment and are shown in the Company's Statement of Financial Position.

 

k)       Share-based payments

The Company makes share-based payments to certain Directors, employees and consultants by the issue of share options or warrants. The fair value of these payments is calculated either using the Black Scholes option pricing model or by reference to the fair value of the remuneration settled by way of the grant of such options or warrants. The expense is recognised on a straight-line basis over the period from the date of award to the date of vesting, based on the Company's best estimate of shares that will eventually vest.

 

l)        Foreign currency translation

i         Functional and presentational currency

Items included in the financial statements are shown in the currency of the primary economic environment in which the Company operates ("the functional currency") which is considered by the Directors to be the U.S Dollar. The exchange rate at 31 December 2023 was £1 / $1.2715 (2022: £1 / $1.2026).

ii        Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

Transactions in the accounts of individual Group companies are recorded at the rate of exchange ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rates ruling at the year-end. All differences are taken to the statement of comprehensive income.

 

m)      Taxation

i         Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible on other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

ii           Deferred taxation

Deferred income taxes are provided in full, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income taxes are determined using tax rates that have been enacted or substantially enacted and are expected to apply when the related deferred income tax asset is realised or the related deferred income tax liability is settled.

The principal temporary differences arise from depreciation or amortisation charged on assets and tax losses carried forward. Deferred tax assets relating to the carry forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.

 

n)       Financial instruments

The Group's Financial Instruments comprise of cash and cash equivalents, loans and receivables. There are no other categories of financial instrument.

i           Cash and cash equivalents

Cash and cash equivalents are carried at cost and comprise cash in hand, cash at bank, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less.

ii           Receivables

Receivables are measured at amortised cost unless the time value of money is immaterial. A provision for expected credit losses of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the expected credit losses is the difference between the assets' carrying amount and the recoverable amount. Expected credit losses for impairment of receivables are included in the statement of comprehensive income.

iii          Payables

Payables are recognised initially at fair values and subsequently measured at amortised cost using the effective interest method.

 

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the asset of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

 

o)       Share capital

Ordinary shares are classified as equity. Proceeds received from the issue of ordinary shares above the nominal value are classified as Share Premium. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the Share Premium account.

 

p)       Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group would be required to settle that obligation. Provisions are measured at the managements' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

 

q)       Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision makers have been identified as the executive Board members.

 

r)       Leases

The Group do not have any leases with a term of 12-months or more that contain an option to purchase or where the underlying asset has anything other than a low value and has elected for exemption to the reporting requirements of IFRS 16 (Leases).

2.         Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with International Financial Reporting Standards requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Although these estimates are based on managements' best knowledge of current events and actions, actual results ultimately may differ from those estimates. IFRS also require management to exercise its judgement in the process of applying the Group's accounting policies.

The prime areas involving a higher degree of judgement or complexity, where assumptions and estimates are significant to the financial statements, are as follows:

Recoverability of inter-company balances

Determining whether inter-company investments and balances are impaired requires an estimation of whether there are any indications of expected credit losses that result in their carrying values not being recoverable, details of which are included in note 13. The Board believes that the carrying values at the year end are recoverable based primarily on the expected realisation value of the exploration assets even though they are unlikely to be repaid until the projects are successful and the subsidiaries start to generate revenues.

Impairment of capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether it successfully recovers the related exploration and evaluation asset through sale. Factors which could impact the future recoverability include the level of proved, probable and inferred resources, future technological changes which could impact the cost of drilling and extraction, future legal changes (including changes to environmental restoration obligations), changes to commodity prices and licence renewal dates and commitments.

To the extent that capitalised exploration and evaluation expenditure is determined to be irrecoverable in the future, this will reduce profits and net assets in the period in which this determination is made. In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage which permits reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the period in which this determination is made. Details of impairments of capitalised exploration and evaluation expenditure during the year are included in note 12.

VAT receivable

At 31 December 2022 there remained three further appeals to the First-Tier Tax Tribunal by HMRC, which were yet to be heard. The two earlier appeals concerned time periods not covered by the original Tribunal decisions, to which HMRC had raised procedural objections which it latterly withdrew. These appeals were formally settled during 2023, resulting in a payment to the Company of $422,359 (£351,212). The third more recent appeal concerns a revised assessment in respect of time periods covered by the Upper Tribunal's 21 May 2021 decision which was proved to be incorrect and upheld in favour of the Company. As such no further liability to HMRC for VAT exists and a VAT receivable was recognised within the financial statements, and received subsequent to the year-end.

Capital markets / going concern

The Group relies on the UK equities market and the market for equity participations in oil and gas exploration assets in order to raise the funds required to operate as a listed entity and complete the respective work programmes for its oil and gas exploration assets. From time to time, and especially in light of the repercussions of events in the Ukraine, general economic and market conditions may deteriorate to a point where it is not possible to raise equity finance to fund exploration projects, nor debt to develop projects.

Additional financing may therefore not be available to the Group restricting the scope of operations, risking both its long-term expansion programme, its obligations under contracts which may be withdrawn or terminated for non-compliance and ultimately the financial stability of the Group to continue as a going concern.

Please see note 1 (c) for a more detailed discussion of going concern matters.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black Scholes model and by reference to the value of the fees or remuneration settled by way of granting of warrants. The determination of fair value using the Black Scholes methodology is based on the input parameters chosen and will therefore contain an element of judgement and uncertainty. Details of share-based payment transactions are included in note 21.

3.         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 IFRS 8 'Operating Segments' 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 year-ended 31 December 2022.

	Africa		Head Office		Total
	2023	2022	2023	2022	2023	2022
	$	$	$	$	$	$
Administrative expenses 1	(122,982)	(55,120)	551,670	(709,024)	428,688	(764,144)
Share-based payment charges	-	-	(337,358)	(242,896)	(337,358)	(242,896)
Financing costs	(596)	(641)	(544,930)	(1,441)	(545,526)	(2,082)
Loss by reportable segment	(123,578)	(55,761)	(330,618)	(953,361)	(454,196)	(1,009,122)
Total assets by reportable segment 2 / 3	34,779,896	31,905,433	1,431,986	634,203	36,211,882	32,539,636
Total liabilities by reportable segment 4	(1,818,839)	(2,544,748)	(1,044,253)	(631,569)	(2,863,092)	(3,176,317)

 

¹ Administrative expenses include $1.2 million (2022: $nil) of VAT provision write-backs

² Included within total assets of $34.8 million (2022: $32.5 million) are $20.1 million Cameroon (2022: $17.4 million) , $907k Namibia (2022: $751k) and $13.8 South Africa (2022: $13.7 million)

³ Carrying amounts of segment assets exclude investments in subsidiaries.

⁴ Carrying amounts of segment liabilities exclude intra-group financing.

4.         Group operating (loss) / profit

			2023	2022
			$	$
Share-based payment charges included within staff costs			278,255	242,897
Share-based payment charges included within professional costs			59,103	51,228
Gain on foreign currencies			48,022	69,299
An analysis of auditor's remuneration is as follows:
Fees payable to the Group's auditors for the audit of the Group and subsidiary annual accounts			65,856	57,136
Fees payable to the Group's auditors for non-audit assurance services			-	-
Total audit fees			65,856	57,136

5.         Employee information

The average monthly number of employees of the Group (including Directors) was:

 

			2023	2021
Head office			3	3
Africa			3	3
			6	6

 

Group employee costs during the year (including executive Directors) amounted to:

			2023	2022
			$	$
Share-based payment charges			278,255	242,897
			278,255	242,897

 

During 2023, no awards were made under the Group share incentive scheme.

Key management personnel include the executive and non-executive Directors whose remuneration comprised  entirely non-cash share-based payment charges of $278k (2022: $290k); see Directors' Report for additional detail. During the year $332k (2022: $271k) of the full-year share-based payment charge of $493k (2022: $363k) related to employees and their remuneration as employees.

The highest paid Director was Jeremy Asher $204k (2022: $187k).

6.         Finance costs

During the year covered by these financial statements the Group incurred finance costs of $545k (2022: $2k) in connection with its equity fundraisings (see note 18). The Company incurred finance costs of $545k (2022: $2k).

7.         Taxation

 

			2023	2022
			$	$
Current tax
UK Corporation tax			-	-
Total current tax charge			-	-
The tax charge for the period can be reconciled to the loss for the year as follows:
Group loss before tax			454,196	996,438
Tax at the UK Corporation tax rate of 23.5% (2022: 19%)			(106,738)	(189,323)
Tax effects of:
Expenses not deductible for tax purposes			71,721	46,150
Tax losses carried forward not recognised as a deferred tax asset			35,017	143,173
Current tax charge			-	-

 

As of 1 April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the company's financial year straddles this date, a blended corporation tax rate of 23.5% has been applied which is calculated by apportioning the two tax rates on a weighted basis for the proportion of the financial year for which each main tax rate was applicable.

8.         Deferred tax

At the reporting date the Group had an unrecognised deferred tax asset of $4.6 million (2022: $4.8 million) relating to unused tax losses. No deferred tax asset has been recognised due to the uncertainty of future profit streams against which these losses could be utilised.

9.         Parent company income statement

For the year-ended 31 December 2023 the Parent Company made a loss of $1.3 million (2022: loss of $312k) including financing costs of $545k (2022: $1k) and VAT provision movements of $1.2 million (2022: $nil). The Company charged finance interest on intercompany loan accounts of $1.5 million (2022: $536k) and fees with respect to the provision of strategic advice and support of $172k (2022: $105k). In accordance with the provisions of Section 408 of the Companies Act 2006, the Parent Company has not presented a statement of comprehensive income.

10.        Loss / (profit) per share

The fully diluted weighted average number of shares in issue and to be issued as at 31 December 2023 is 6,405,097,403 (2022: 2,165,197,663). At 31 December 2023 the dilutive effect of share options outstanding was nil (2022: nil). At 31 December 2023 and 31 December 2022, the fully diluted loss per share has been kept the same as the basic loss per share because the conversion of share options and share warrants would decrease the basic loss per share and is thus anti-dilutive. The number of anti-dilutive shares that were excluded from this computation of profit per share was 9,382,490 (2022: 7,688,323).

		Basic & Diluted
		2023	2022
		$	$
(Loss) / profit for the year		(454,196)	(996,438)
Weighted average number of ordinary shares in issue during the year		6,405,097,403	2,165,197,663
Dilutive effect of share options outstanding		-	-
Fully diluted average number of ordinary shares during the year		6,405,097,403	2,165,197,663
(Loss) / profit per share (USc)		(0.01c)	(0.05c)

 

11.        Property, plant and equipment

		Group	Company
Year-ended 31 December 2023		$	$
Cost
At 1 January 2023		1,046	1,046
At 31 December 2023		1,046	1,046
Depreciation
At 1 January 2023		1,046	1,046
At 31 December 2023		1,046	1,046
Net book value
At 31 December 2023		-	-
At 31 December 2022		-	-
		Group	Company
Year-ended 31 December 2022		$	$
Cost
At 1 January 2022		1,046	1,046
At 31 December 2022		1,046	1,046
Depreciation
At 1 January 2022		1,046	1,046
At 31 December 2022		1,046	1,046
Net book value
At 31 December 2022		-	-
At 31 December 2021		-	-

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

	Exploration and evaluation assets	Goodwill	Total
Year-ended 31 December 2023	$	$	$
Cost
At 1 January 2023	103,842,133	8,023,292	111,865,425
Additions during the year	2,937,253	-	2,937,253
At 31 December 2023	106,752,824	8,023,292	114,776,116
Amortisation and impairment
At 1 January 2023	(72,008,462)	(8,023,292)	(80,031,754)
Impairment during the year	-	-	-
At 31 December 2023	(72,008,462)	(8,023,292)	(80,031,754)
Net book value
At 31 December 2023	34,770,924	-	34,770,924
At 31 December 2022	31,833,671	-	31,833,671

 

	Exploration and evaluation assets	Goodwill	Total
Year-ended 31 December 2022	$	$	$
Cost
At 1 January 2022	100,788,853	8,023,292	108,812,145
Additions during the year	3,053,280	-	3,053,280
At 31 December 2022	103,842,133	8,023,292	111,865,425
Amortisation and impairment
At 1 January 2022	(72,008,462)	(8,023,292)	(80,031,754)
Impairment during the year	-	-	-
At 31 December 2022	(72,008,462)	(8,023,292)	(80,031,754)
Net book value
At 31 December 2022	31,833,671	-	31,833,671
At 31 December 2021	28,780,391	-	28,780,391

 

During the year the Group capitalised amounts totalling $2.9 million (2022: $3.1 million) with respect to the following assets:

	2023	2022
	$	$
Cameroon	2,651,002	3,085,434
Namibia	156,851	383,193
South Africa	102,838	(415,347)
Total	2,910,691	3,053,280

 

The carrying values of E&E assets at the year end were:

	2023	2022
	$	$
Cameroon	20,073,606	17,422,604
South Africa	13,789,397	13,659,997
Namibia	907,921	751,070
Total	34,770,924	31,833,671

 

Cameroon

The $2.7 million of capitalised expenditure comprised ongoing NJOM-3 appraisal drilling preparation costs (geotechnical platform site survey plus the capitalised cost of operating the local office in Douala).

The Directors have not provided for any impairment of the Group's investment in the Thali license, because potential transactions and funding discussions with third parties and the Company's internal cash flow projections for the license support the Directors' view that the current carrying value is recoverable. Furthermore, the operating company, Tower Resources Cameroon SA, has applied for and been awarded an extension of the First Exploration Period of the license to 4 February 2025.

Namibia

The Group continued to make various licence commitment and training payments to the Government of the Republic of Namibia in addition to commencing basin modelling work and other work in line with the work programme commitments.

The Company's investment in the current license is currently $908k (2022: $751k), which appears well supported by the valuations implied by recent transactions in the region, allowing for the early stage of the evaluation and appraisal process. Furthermore, the Directors continue to believe firmly that the relatively modest amounts of expenditure incurred on acquiring and securing tenure to the licence is fully supported by their initial view of its prospectivity based on the information that is currently available

South Africa

In South Africa, Rift Petroleum Limited, Tower's wholly owned subsidiary, and its JV partner and operator New African Global Energy SA (Pty) Ltd, continued to work on planning the 3D seismic acquisition, the tendering and evaluation process for which is ongoing. The Petroleum Authority of South Africa ("PASA") formally approved the application to enter the second renewal period, submitted by the Operator NewAge Energy Algoa (Pty) Ltd, on 17 November 2020, having confirmed that the first renewal period work programme had been completed to its satisfaction. The second renewal period commits the JV to the acquisition of 700km of 2D seismic acquisition or the acquisition of 300km of 3D seismic. The minimum spend is $5.0 million in total to the JV and this period will conclude upon the completion of the work programme, representing a commitment to acquire a minimum of 700km 2D or 300km of 3D seismic over the block. Acquiring the additional seismic data in 2024 is now unlikely to be possible, and as a result, the JV partners do not expect to acquire the new 3D seismic data over the block until 2025 at the earliest. The operator has told the Company that PASA accepts this position and merely requires that the seismic acquisition obligation is completed before the JV enters the next renewal period.

Impairment

In accordance with the Group's accounting policies and IFRS 6 'Exploration for and Evaluation of Mineral Resources' the Directors have reviewed each of the exploration license areas for indications of impairment. Having done so, it was concluded that a full impairment review was not required on the Cameroon, South African or Namibian CGUs.

13.        Investment in subsidiaries

	Loans to subsidiary undertakings	Shares in subsidiary undertakings	Total
Company	$	$	$
Cost
At 1 January 2023	85,721,514	32,216,739	117,938,253
Net advances during the year	5,383,583	-	5,383,583
At 31 December 2023	91,105,097	32,216,739	123,321,836
Provision for impairment			-
At 1 January 2022	(64,862,126)	(19,908,973)	(84,771,099)
Provision for impairment	-	-	-
At 31 December 2023	(64,862,126)	(19,908,973)	(84,771,099)
Net book value			-
At 31 December 2023	26,242,970	12,307,766	38,550,737
At 31 December 2022	20,859,388	12,307,766	33,167,154

Included within loans made to subsidiary undertakings during the year of $5.3 million (2022: $3.4 million) are amounts of $4.3 million Cameroon (2022: $2.5 million), $402k South Africa (2022: $158k), $610k Rift Petroleum Holdings (2022: $616k) and $110k (2022: $131k) Namibia.

Loans made by the parent company to subsidiary undertakings are interest-bearing in accordance with loan agreements made in 2015, and are repayable to the parent company on demand.

 

The subsidiary undertakings at the year-end are as follows (these undertakings are included in the Group accounts):

Country of

Class of

Proportion of voting rights held

Nature of business

incorporation

shares held

2023

2023

2023

2022

2023

Tower Resources Cameroon Limited 1

England & Wales

Ordinary

100%

100%

Holding company

Tower Resources Cameroon SA 2

Cameroon

Ordinary

100%

100%

Oil and gas exploration

Rift Petroleum Holdings Limited 1

Isle of Man

Ordinary

100%

100%

Holding company

Rift Petroleum Limited 3

Zambia

Ordinary

100%

100%

Oil and gas exploration

Rift Petroleum Limited 3

Isle of Man

Ordinary

100%

100%

Oil and gas exploration

Tower Resources (Namibia) Holdings Limited 1

England & Wales

Ordinary

100%

100%

Holding company

Tower Resources (Namibia) Limited 4

England & Wales

Ordinary

100%

100%

Oil and gas exploration

1 Held directly by the Company, Tower Resources plc

2 Held directly or indirectly through Tower Resources Cameroon Limited

3 Held directly or indirectly through Rift Petroleum Holdings Limited

4 Held directly or indirectly through Tower Resources (Namibia) Holdings Limited

14.        Trade and other receivables

	Group		Company
	2023	2022	2023	2022
	$	$	$	$
Trade and other receivables	1,420,325	474,749	1,420,323	474,747

 

Trade and other receivables include VAT recoverable from HMRC on late appeals owed to the Company, which at the end of 2023 were $632k (2022: $422k), all amounts for which were repaid by HMRC in May 2024.

Also included are net amounts due on the settlement of shares placed on 18 December 2023 of $759k, which was received in January 2024.

15.        Trade and other payables

	Group		Company
	2023	2022	2023	2022
	$	$	$	$
Trade payables	291,647	195,776	186,626	28.451
Other payables	757,719	-	757,719	-
Accruals	1,782,761	2,436.039	66,945	58.618
	2,832,127	2,631.815	1,013,290	87,069

 

Included within other payables are amounts prepaid by EECP against shares not yet drawn down against the Share Placement Deed (see note 18).

Accruals include UK $67k (2022: $59k); Cameroon $1.4 million (2022: $2.1 million); Namibia $221k (2022: $167k) and South Africa $128k (2022: $190k) and comprise operational and other asset related costs due plus amounts payable to Ministerial bodies with respect to licence tenure, most of which have been settled subsequent to the year-end.

Group creditor payment days are approximately 30 days (2022: 32 days).

16.        Provision for liabilities and charges

	Group		Company
	2023	2022	2023	2022
	$	$	$	$
VAT appeals	-	502,972	-	502,972
	-	502,972	-	502,972

 

At 31 December 2022 there remained three further appeals to the First-Tier Tax Tribunal by HMRC, which were yet to be heard. The two earlier appeals concerned time periods not covered by the original Tribunal decisions, to which HMRC had raised procedural objections which it latterly withdrew. These appeals were formally settled during 2023, resulting in a payment to the Company of $422,359 (£351,212). The third more recent appeal concerns a revised assessment in respect of time periods covered by the Upper Tribunal's 21 May 2021 decision, which revised assessment was contested successfully by the Company. As such no further liability to HMRC for VAT exists or is recognised within the financial statements (see note 14 for VAT amounts receivable at the year-end).

17.        Borrowings

 

Total borrowings for the Group and Company are noted below:

	Group		Company
	2023	2022	2023	2022
	$	$	$	$
Principal balance at beginning of year	41,088	59,532	41,088	59,532
Amounts drawn down during the year	-	-	-	-
Principal repaid during the year	(12,465)	(12,294)	(12,465)	(12,294)
Currency revaluations at year end	2,105	(6,149)	2,105	(6,149)
Principal balance at end of year	30,728	41,088	30,728	41,088
Financing costs at beginning of year	442	818	442	818
Changes to financing costs during the year	-	-	-	-
Interest expense	696	925	696	925
Interest paid during the year	(921)	(1,220)	(921)	(1,220)
Currency revaluations at year end	20	(81)	20	(81)
Financing costs at the end of the year	237	442	237	442
Carrying amount at end of period	30,965	41,530	30,965	41,530
Current	12,867	12,244	12,867	12,244
Non-current	18,098	29,286	18,098	29,286
PRINCIPAL REPAYMENT DATES	Group		Company
	2023	2022	2023	2022
	$	$	$	$
Due within 1 year	12,867	12,244	12,867	12,244
Due within years 2-5	18,098	29,286	18,098	29,286
Due in more than 5 years	-	-	-	-
	30,965	41,530	30,965	41,530

 

Borrowing represent a 5-year Barclays Bounceback loan taken out in June 2021 and repayable in June 2026. During the year, the Group and Company entered into no new facilities (2022: $nil). 

18.        Share capital

			2023	2022
			$	$
Authorised, called up, allotted and fully paid
12,467,459,075 (2022: 3,554,437,955) ordinary shares of 0.001p			18,394,680	18,283,317

 

The share capital issues during 2023 are summarised as follows:

		Number of shares	Share capital at nominal value	Share premium
			$	$
At 1 January 2023		3,554,437,955	18,283,317	152,336,303
Shares issued for cash		7,784,543,067	97,460	3,859,029
Shares issued on settlement of third party fees		1,128,478,053	13,903	298,593
Share issue costs		-	-	(327,454)
At 31 December 2023		12,467,459,075	18,394,680	156,166,470

 

In December 2022, the Company entered into a Share Placement Deed ("SPD") with Energy Exploration Capital Partners LLC ("EECP") under which EECP advanced $1.3 million in January 2023 against subsequent share placements as outlined under the SPD. Following the initial placing, EECP could also invest, at the request of the Company, up to US$1.8 million in the aggregate for Shares worth $1.9 million. If required by the Company, a further $3.0 million could have been raised for shares worth an equivalent amount, with EECP's consent. At the year-end $758k remained owing to EECP. Shares totalling 1,313,021,120 were issued to EECP during 2023, and these are included in shares issued for cash ($16k nominal value / $776k share premium)

On 31 May 2023 the Company raised $2.9 million by placing 4,600,000,000 shares for cash at 0.05 pence per share.

On 18 December 2023 the Company raised $760k by placing 3,000,000,000 shares for cash at 0.02 pence per share.

19.        Reserves

Reserves within equity are as follows:

Share capital

Amounts subscribed for share capital at nominal value.

Share premium account

The share premium account represents the amounts received by the Company on the issue of its shares which were in excess of the nominal value of the shares.

 

Retained losses

Cumulative net gains and losses recognised in the Statement of Comprehensive Income less any amounts reflected directly in other reserves.

20.        Financial instruments

Capital risk management and liquidity risk

Capital structure of the Group and Company consists of cash and cash equivalents held for working capital purposes and equity attributable to the equity holders of the Parent, comprising issued capital, reserves and retained losses as disclosed in the Statement of Changes in Equity. The Group and Company uses cash flow models and budgets, which are regularly updated, to monitor liquidity risk.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each material class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial statements.

Due to the short-term nature of these assets and liabilities such values approximate their fair values at 31 December 2023 and 31 December 2022.

		Carrying amount / fair value
		2023	2022
Group		$	$
Financial assets (classified as loans and receivables)
Cash and cash equivalents		20,633	231,216
Trade and other receivables		1,420,325	474,749
Total financial assets		1,440,958	705,965
Financial liabilities at amortised cost
Trade and other payables		2,832,127	2,631,815
Borrowings		30,965	41,530
Total financial liabilities		2,863,092	2,673,345

 

		Carrying amount / fair value
		2023	2022
Company		$	$
Financial assets (classified as loans and receivables)
Cash and cash equivalents		11,663	159,456
Trade and other receivables		1,420,323	474,747
Loans to subsidiary undertakings		26,242,971	20,859,388
Total financial assets		27,674,957	21,493,591
Financial liabilities at amortised cost
Trade and other payables		1,013,290	87,069
Borrowings		30,965	41,530
Total financial liabilities		1,044,255	128,599

 

Financial risk management objectives

The Group's and Company's objective and policy is to use financial instruments to manage the risk profile of its underlying operations. The Group continually monitors financial risk including oil and gas price risk, interest rate risk, equity price risk, currency translation risk and liquidity risk and takes appropriate measures to ensure such risks are managed in a controlled manner including, where appropriate, through the use of financial derivatives. The Group and Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

Interest rate risk management

The Group and Company borrowings carry a fixed interest rate of 1% per month and are therefore not exposed to any sensitivity risk.

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rates at the reporting date and assuming the amount of the balances at the reporting date were outstanding for the whole year.

A 100-basis point change represents management's estimate of a possible change in interest rates at the reporting date. If interest rates had been 100 basis points higher and all other variables were held constant the Group's profits and equity would be impacted as follows:

	Group		Company
	Increase		Increase
	2023	2022	2023	2022
	$	$	$	$
Cash and cash equivalents	4,013	1,122	3,311	782
Borrowings	366	500	366	500
	4,379	1,622	3,677	1,282

 

The Group's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates on classes of financial assets and financial liabilities, was as follows:

	2023	2023	2022	2022
	Floating interest rate	Non-interest bearing	Floating interest rate	Non-interest bearing
	$	$	$	$
Cash and cash equivalents	14,123	6,510	172,782	58,434

Foreign currency risk

The Group's and Company's reporting currency is the US dollar, being the currency in which the majority of the Group's revenue and expenditure is transacted. The US dollar is the functional currency of the Company and the majority of its subsidiaries. Less material elements of its management, services and treasury functions are transacted in pounds sterling. The majority of balances are held in US dollars with transfers to pounds sterling and other local currencies, as required to meet local needs. The Group does not enter into derivative transactions to manage its foreign currency translation or transaction risk as it does not believe such risks are material.

At the year-end the Group and Company maintained the following cash reserves:

	Group		Company
	2023	2022	2023	2022
Cash and cash equivalents	$	$	$	$
Cash and cash equivalents held in US$	2,167	55,874	2,167	55,874
Cash and cash equivalents held in GBP	11,149	156,448	9,496	103,582
Cash and cash equivalents held in XAF	2,460	13,326	-	-
Cash and cash equivalents held in other currencies	4,857	5,568	-	-
	20,633	231,216	11,663	159,456

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group or Company. The Group and Company reviews the credit risk of the entities that it sells its products to or that it enters into contractual arrangements with and will obtain guarantees and commercial letters of credit as may be considered necessary where risks are significant to the Group or Company.

The Group has cash and cash equivalents of $21k as at 31 December 2023 (2022: $231k). The cash and cash equivalents are held with financial institutions which are rated below. Wherever possible ratings are provided by Fitch Ratings, however, where no rating was available from either Fitch Ratings or either of the other major international credit rating agencies such as Standard & Poors or Moodys, the bank's local credit rating was used:

		Group		Company
		2023	2022	2023	2022
Cash and cash equivalents	Rating	$	$	$	$
Barclays Bank plc	A+	11,663	159,456	11,663	159,456
Royal Bank of Scotland	A	6,510	58,434	-	-
First Afriland Bank	No rating	2,081	12,947	-	-
BGFI Bank	A+	379	379	-	-
		20,633	231,216	11,663	159,456

21.        Share-based payments

		2023	2022
		$	$
In the statement of comprehensive income the Group recognised the following charge with respect to its share-based payments		498,137	363,047

 

The share-based payments include the cost of warrants issued in respect of the company's equity financings and bridging loan, and also share-based payments for a number of services to the Group's various contractors and brokers and payments in lieu of Director fees.

 

Options

Details of share options outstanding at 31 December 2023 are as follows:

			Number in issue
At 1 January 2022			392,000,000
Lapsed during the year			-
Awarded during the year			296,000,000
At 31 December 2022			688,000,000

 

Date of grant	Number in issue 1	Option price (pence)	Latest exercise date
24 Jan 2019	70,000,000	1.250	24 Jan 2024
18 Dec 2020	86,000,000	0.450	18 Dec 2025
01 Apr 2021	88,000,000	0.450	01 Apr 2026
16 Aug 2022	148,000,000	0.300	16 Aug 2027
16 May 2023	268,000,000	0.100	15 May 2028
	660,000,000

¹ These options vest in the beneficiaries in equal tranches on the first, second and third anniversaries of grant.

 

The following Directors held interests, directly or indirectly, in share options at the year-end:

		2023	2022
		No.	No.
Jeremy Asher		480,000,000	280,000,000
Total		480,000,000	280,000,000

 

Warrants

Details of warrants outstanding at 31 December 2023 are as follows:

						Number in issue
At 1 January 2023						599,969,023
Awarded during the year						545,526,533
Lapsed during the year						(162,162,382)
At 31 December 2023						983,333,174
Date of grant	Number in issue	Warrant price (pence)			Latest exercise date
01 Oct 2018	4,687,500	1.575			30 Sep 2023
16 Apr 2019	90,000,000	1.000			14 Apr 2024
30 Jun 2019	4,285,714	1.000			28 Jun 2024
30 Jul 2019	3,000,000	1.000			28 Jul 2024
15 Oct 2019	10,990,933	0.500			13 Oct 2024
31 Mar 2020	49,816,850	0.200			30 Mar 2025
29 Jun 2020	19,719,338	0.350			28 Jun 2025
28 Aug 2020	78,616,352	0.600			28 Aug 2023
01 Oct 2020	10,960,907	0.390			30 Sep 2025
01 Dec 2020	4,930,083	0.375			30 Nov 2025
31 Dec 2020	12,116,316	0.450			30 Dec 2025
01 Apr 2021	16,998,267	0.450			31 Mar 2026
01 Jul 2021	24,736,149	0.250			30 Jun 2026
01 Oct 2021	16,233,765	0.425			30 Sep 2026
01 Jan 2022	17,329,020	0.425			01 Jan 2027
01 Apr 2022	19,851,774	0.263			01 Apr 2027
01 Jul 2022	16,831,240	0.295			01 Jul 2027
03 Oct 2022	26,114,205	0.250			03 Oct 2027
01 Aug 2022	10,588,228	0.425			31 Jul 2024
15 Feb 2023	29,114,906	0.175			15 Feb 2028
02 May 2023	43,053,960	0.143			01 May 2028
16 May 2023	112,500,000	0.100			16 May 2026
03 Jul 2023	128,571,426	0.050			02 Jul 2028
18 Dec 2023	65,000,000	0.040			18 Dec 2026
02 Oct 2023	167,286,241	0.050			01 Oct 2028
	983,333,174

 

The following table shows the interests of the Directors in the share warrants in issue at 31 December:

		2023	2022
		No.	No.
Jeremy Asher		333,341,403	217,875,279
Paula Brancato		96,981,488	33,238,104
Mark Enfield		95,137,640	31,394,256
Total		525,460,531	282,507,639

 

The weighted average exercise price of the share warrants was 0.28p (2022: 0.59p) with a weighted average contractual life of 2.8 years (2022: 1.8 years). At 31 December 2023 and 2022 all warrants had fully vested.

In its Statement of Comprehensive Income, the Company recognised share-based payment charges of $337k (2022: $294k).

In compliance with the requirements of IFRS 2 on share-based payments, the fair value of options or warrants granted during the year is calculated using the Black Scholes option pricing model. For this purpose, the volatility applied in calculating the above charge varied between 20% and 100% (2022: 20% and 111%), depending upon the date of grant, and the risk-free interest rate was 0.50% (2022: 0.50%) and the Dividend Yield was nil% for 2023 and 2022.

The Company's share price ranged between 0.02p and 0.2p (2022: 0.2p and 0.4p) during the year. The closing price on 31 December 2023 was 0.03p per share (2022; 0.2p). The weighted average exercise price of the share options was 0.4p (2022: 0.5p) with a weighted average contractual life of 3.1 years (2022: 3.3 years). The total number of options vested at the end of the year was 214.7 million (2022: 185.3 million).

22.        Related party transactions

 

Related party transactions include both transactions between group companies and the Directors of the Company, and also intercompany transactions within the Group.

The key management of the Group comprises the Directors of the Company. Except as disclosed, there are no transactions with the Directors other than their remuneration and interests in shares, share options and warrants. As noted in the Directors' Report, Pegasus Petroleum Ltd ("Pegasus"), a company owned and controlled by Jeremy Asher, received $466k (2022: $381k) in fees for management services Further information on Directors' remuneration is detailed in the Directors' Report and their total remuneration in each of the categories specified in IAS 24 'Related Party Disclosures' is shown below:

	Group		Company
	2023	2022	2023	2022
	$	$	$	$
Fees charged by companies associated with Jeremy Asher 1	567,649	381,428	-	-
Share-based payments	278,254	242,896	278,254	242,896
Finance interest on Group intercompany loan accounts	1,487,503	536,375	1,487,503	536,375
Fees charged within the Group in respect of the provision of strategic advice and support by the parent	172,135	104,911	172,135	104,911
	2,505,541	1,265,610	1,937,892	884,182

¹ Charged by Pegasus Petroleum Limited ("Pegasus"), a company registered in the Channel Islands, to Rift Petroleum Holdings Limited, a wholly owned subsidiary of Tower Resources plc and registered in the Isle of Man. Pegasus Petroleum Limited ("Pegasus") is owned and controlled by a family trust of which Jeremy Asher is the settlor and lifetime beneficiary.

The following amounts were owed by subsidiary undertakings at the balance sheet date:

	Rift Petroleum Holdings Limited ($000)	Rift Petroleum Limited ($000)	Tower Resources (Namibia) Holdings Limited ($000)	Tower Resources Namibia Limited ($000)	Tower Resources Cameroon Limited ($000)	Tower Resources Cameroon SA ($000)	TOTAL ($000)
2023	3,225	2,287	16	472	4	20,238	26,242
2022	2,616	1,885	18	362	6	15,974	20,861

 

23.        Control

The Company is under the control of its shareholders and not any one party.

24.        Leases and capital commitments

The Group is committed to funding the following exploration expenditure commitments as at 31 December 2023

	Country	Interest	2024	2025 onwards
Cameroon Thali 1	Cameroon	100%	$2.80 million	$5.60 million
South Africa Algoa-Gamtoos 2	South Africa	50%	-	$3.45 million
Namibia Blocks 1910A, 1911 and 1912B 3	Namibia	80%	-	$4.50 million
			$2.80 million	$13.55 million
1 Extension granted to February 2025
2 Period ends on completion of work programme commitments
3 First period expiration November 2024, extendable to November 2025

25.        Subsequent events

4 January 2024: Share issuance in accordance with the terms of the investment deed with EEPC announced on 16 January 2023, of 440,567,445 ordinary shares of 0.001 pence each. The purchase price of 0.0225 pence per Ordinary Share for the settlement amount of $125,000 had been prepaid by EEPC.

4 January 2024: Issue of 350.9 million warrants in lieu of £60,000 (in aggregate) of Directors fees in respect of the period January-June 2024, to conserve the Company's working capital. The warrants are exercisable at a strike price of 0.03 pence per share. The warrants are exercisable for a period of five years from the date of issue.

8 February 2024: The Company received formal notification from the Minister of Mines, Industry and Technological Development in Cameroon of 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. The Company's principal obligation during the First Exploration Period is the drilling of a single well which the Company intends to fulfil through the drilling of the NJOM-3 well during 2024.

9 February 2024: Share issuance in accordance with the terms of the investment deed with EEPC announced on 16 January 2023, of 396,825 ordinary shares of 0.001 pence each. The purchase price of 0.021 pence per Ordinary Share for the settlement amount of $105,000 had been prepaid by EEPC.

15 February 2024: The Company reached an agreement for the repayment of the outstanding balance owed to EECP, in accordance with the terms of the investment deed announced to the market on 16 January 2023. 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.

In addition to the events above, subsequent to the year-end the Company received notice that the third of its appeals to the First-Tier Tax Tribunal had been successful, resulting in a release of the remaining VAT provision and the receipt of remaining receivables.