REG - Tower Resources PLC - Preliminary Results to 31 December 2025
02/06/2026 07:00
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RNS Number : 5424G Tower Resources PLC 02 June 2026
2 June 2026
Tower Resources plc
("Tower" or the "Company")
Preliminary Results to 31 December 2025
Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on
Africa, announces its preliminary results for the 12 months ended 31 December
2025.
Cameroon
· 7 March 2025 Tower Resources Cameroon S.A. submitted the
TRCSA-Prime farm-out agreement documentation (see 'Corporate' section below)
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.
· 10 June 2025 The Company issued a Letter of Award to Advanced
Energy Systems S.A.E ("ADES") for the provision of a jack-up rig, proposed to
be the Admarine 510, to drill the NJOM-3 well on Tower's Thali license in
Cameroon.
Namibia
· 7 March 2025 Tower Resources (Namibia) Limited ("TRNL") 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 US$375,000, subject to usual conditions and approvals.
· 17 June 2025 The Namibian Ministry of Industries, Mines and
Energy ("MIME") wrote to the Company to confirm formally the previously
advised entry into the First Renewal Period of the PEL96 license.
Corporate
· 10 January 2025 The Company, through its wholly-owned subsidiary,
Tower Resources Cameroon S.A. ("TRCSA"), agreed to farm-out a 42.5%
non-operated interest in the Thali license to Prime Global Energies Limited
("Prime"). Terms of the transaction included a US$15,000,000 cash contribution
towards the Thali work programme and drilling of the NJOM-3 well in 2025.
Additionally, via TRNL, Prime also agreed to farm-in to PEL96, offshore
Namibia, for a 25% non-operated interest.
· Highlights
o Prime to acquire a 42.5% non-operated interest in the Thali license, and
to make a US$15,000,000 contribution to the Thali work programme costs;
o Prime also to acquire a 25% non-operated interest in PEL96, offshore
Namibia, with TRNL to be reimbursed back costs at completion;
o In recognition of existing production-based payment agreements in place
with Pegasus Petroleum Limited ("Pegasus") on the Thali license, which Pegasus
agreed to modify in Prime and Tower's favour, Prime committed to
production-based payments of 10% of Prime's after-tax share of profit oil from
Thali to Tower, which will, in turn, be passing the majority of those payments
on to Pegasus and also retaining a portion itself, as previously disclosed;
other aspects of the transaction include;
o A payment of US$1,875,000 was made to Tower upon the farm-out agreement
execution; 50% paid on by Tower to Pegasus and 50% retained by Tower;
o A further payment of US$1,875,000 to Tower to be made on completion of the
Thali farm-out; 50% to be paid to Pegasus and 50% to be retained by Tower;
o The issue of 5,650,483,681 Ordinary shares in Tower to Pegasus in
consideration of the cash retentions by Tower and the modification of the
production-based payments to Pegasus noted above;
o A further payment of US$2,500,000 to Tower on completion of the Namibia
farm-out (of which US$1,875,000 will be held back pending completion of the
Thali farm-out as well as the Namibia farm-out);
o In aggregate Tower to receive a total of US$4,375,000 in cash on
completion of both the Thali and PEL96 farm-out agreements;
o Agreement in principle for Tower and Prime to work together on other
projects in Cameroon, with Prime participating up to 42.5% depending on the
project.
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.
26 March 2025 The Company 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 made an annual award of 1,540,000,000 Restricted
Shares to directors, employees and consultants under its Long Term Incentive
Plan (LTIP).
1 July 2025 The Company expanded its Bridge Loan, announced on 26 March 2025,
by £250,000, from £500,000 to £750,000. The other terms of the Bridge Loan
remained unchanged.
1 September 2025 The Company expanded its Bridge Loan, announced on 26 March
2025 and 1 July 2025, by £250,000, from £750,000 to £1,000,000. The other
terms of the Bridge Loan remained unchanged.
17 October 2025 Subscription to raise £550,000 through the issue of
1,964,285,714 new ordinary shares at a price of 0.028p per share. Axis Capital
Markets Limited, the broker, awarded warrants over 49,107,143 new ordinary
shares with a strike price of 0.056p per share, exercisable over three years.
17 November 2025 Subscription to raise £280,000 through the issue of
1,000,000,000 new ordinary shares at a price of 0.028p per share. Axis Capital
Markets Limited, the broker, awarded warrants over 25,000,000 new ordinary
shares with a strike price of 0.056p per share, exercisable over three years.
Post-Reporting Period Events
28 January 2026 Subscription to raise £375,000 through the issue of
1,704,545,454 new ordinary shares at a price of 0.022p per share. Axis Capital
Markets Limited, the broker, awarded warrants over 42,613,363 new ordinary
shares with a strike price of 0.044p per share, exercisable over three years.
16 March 2026 Subscription to raise £1,499,999 through the issue of
6,315,785,262 new ordinary shares at a price of 0.02375p per share, which was
used inter alia to repay in full the Bridge Loan. Axis Capital Markets
Limited, the broker, awarded warrants over 141,052,526 new ordinary shares
with a strike price of 0.0475p per share, exercisable over three years.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.
Contacts
Tower Resources plc +44 20 7157 9625
Jeremy Asher
Chairman & CEO
Andrew Matharu
VP - Corporate Affairs
BlytheRay +44 20 7138 3208
Financial PR
Tim Blythe
Megan Ray
SP Angel Corporate Finance LLP +44 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe
Josh Ray
Axis Capital Markets Limited +44 203 026 2689
Joint Broker
Lewis Jones
About Tower Resources
Tower Resources plc is an AIM listed energy company building a balanced
portfolio of energy opportunities in Africa across the exploration and
production cycle in oil and gas and beyond. The Company's current focus is on
advancing its operations in Cameroon to deliver cash flow through short-cycle
development and rapid production with long term upside, and de-risking
attractive exploration licenses through acquiring 3D seismic data in the
emerging oil and gas provinces of Namibia and South Africa, where world-class
discoveries have recently been made.
Tower's strategy is centred around stable jurisdictions that the Company knows
well and that offer excellent fiscal terms. Through its Directors and staff,
Tower has access to decades of expertise and experience in Cameroon and
Namibia, and its joint venture with New Age builds on years of experience in
South Africa.
OVERVIEW
Tower Resources plc (the "Company", the "Group" or "Tower") is an upstream oil
and gas company listed on the London Stock Exchange AIM market. Tower is an
experienced international operator of oil and gas licenses with high potential
projects in Cameroon, Namibia and South Africa.
CHAIRMAN AND CHIEF EXECUTIVE'S STATEMENT
2025 and the first few months of 2026 have been a positive period for oil
prices, and whilst we continue to await the approval of our farm-outs in both
Cameroon and Namibia, which have taken longer than we would have liked, a
considerable amount of work has been undertaken in the background in liaison
with the various governmental departments concerned to ensure that once those
approvals have been issued, Tower, alongside it's partner Prime Global
Energies Limited ("Prime"), is as operationally ready as it can be to commence
its work programmes, as we discuss further in our Operational Review.
The industry as a whole has seen considerable benefits from the higher oil
price environment, albeit as a result of another distressing conflict in the
Middle East. The conflict has reminded everyone of how delicate our global
supply-demand balance is for both oil and gas, and also how important it is to
diversify physical sources of supply. Even though we are not in a position to
take advantage of the high prompt premiums being paid for current production,
forward prices are also substantially higher than a year ago, with Brent crude
oil trading in the area of $80 per barrel for 2027, compared to $60 per barrel
a short time ago. We understand that many banks, analysts and larger oil
companies are raising both their external and internal forecasts for forward
Brent crude oil, and this, together with the greater levels of cash and equity
in the industry, is also significantly improving asset values.
The continued hiatus in South Africa, pending the clarification of the
environmental regulations and the likelihood of further related litigation,
remains a concern and we and the operator continue to seek comfort on this
from The Petroleum Authority of South Africa ("PASA"), while at the same time
minimising our financial exposure as far as possible.
We realise that some shareholders would like to understand why approvals take
so long, in both Cameroon and Namibia, especially when both we and our very
patient partners Prime have been assured at various times that our requests
for approval are supported at the highest levels of government. Every
government has its own processes, but at the risk of stating the obvious, it
is common for many individuals in different departments to review a file, to
ensure a matter has been properly considered, that the decision-making process
complies with different laws and regulations, and that the correct documents
have been obtained and the resulting approvals are in the correct form.
Delays can therefore occur as a result of any individuals raising questions,
waiting for answers from another department, or simply being unavailable.
In both Cameroon and Namibia the processes have been complicated by the
Presidential elections in 2025.
The new President of Namibia, HE Dr Nandi-Ndaitwah, has instigated an overhaul
of the Ministry of Mines, Industries and Energy ("MIME"), which is discussed
in more detail in our Operational Review. We believe this reorganisation and
expansion of staff will allow MIME and the Upstream Petroleum Unit in the
office of the Presidency, which oversees MIME, to handle more effectively the
greatly increased workload associated with the growth of the sector in the
last couple of years, and the path to production. But it has also come at a
cost in the short term, as the new organisation is formed and finds its feet.
In Cameroon, the incumbent President Biya was re-elected, but he took note of
issues raised during the election campaign and has also promised a cabinet
reshuffle and further changes to the management of state-owned companies.
These proposed changes seem to have created a degree of short-term uncertainty
which has affected the speed with which some matters are being handled.
None of these delays have affected our confidence in the assurances we and our
partners have been given that we will receive the documentation of the
approvals, both for the extension of the initial exploration period of the
Thali license and our farm-out to Prime in Cameroon, and also our PEL96
farm-out to Prime in Namibia, in due course. We are in contact with the
various departments of government in both countries almost daily, and also
file regular reports with them as usual. And we have done our best to mitigate
the impact on our work programmes, but some delay has sadly been unavoidable.
From an economic standpoint, delays cost money, even though our prospective
long-term returns and asset valuations are improving. While we continue to
keep our overheads low, the cost of maintaining readiness to drill is
substantial and we have also been investing further in the well preparations
themselves, notably the acquisition and delivery of the mud-line suspension
system. The result is that our total expenditure in 2025 (capex and opex) has
risen to over $4 million - mainly at the Cameroon license. This is why we had
to raise significant amounts of equity over the last 18 months, including
equity to repay the convertible loan we raised last year in the hope of
minimising equity issuance, but we also believe these funds will come back to
us in due course through the cost recovery process built into the
production-sharing agreement.
Our cost of capital, at the current share price, is high, which is why we
continue to do all we can to minimise equity raised from investors while
waiting for the farm-out completions to restore our working capital. But I
hope that investors understand why it has been necessary to maintain readiness
to drill, in order to preserve the value of the licenses and our investment on
behalf of all of our shareholders.
The uncertainty in South Africa has led us to make an impairment provision in
our accounts for our investment to date in the Algoa Gamtoos license, though
this is a non-cash charge that does not affect our underlying economic
position. We intend to continue working in South Africa, and when things there
move forward again, then we will consider reversing the provision.
I remain confident that over the balance of 2026 we will reap the benefit of
our patience, and that of our shareholders and our partners, especially our
friends at Prime whose support has been greatly appreciated, and I look
forward to sharing further news soon.
Jeremy Asher
Chairman and Chief Executive
1 June 2026
STRATEGIC REPORT
Our strategy over the past several years has been to focus in the near term on
lower risk appraisal and development within proven basins where there is still
low-risk exploration upside, such as our Thali PSC in Cameroon, while still
maintaining selective exposure to longer term and high risk/reward exploration
in areas where we have existing relationships, such as Namibia and South
Africa.
Prior to the conflicts in Ukraine and the Middle East, markets were already
becoming aware by the end of 2021 that the global underinvestment in
exploration and production since 2015 was having a profound effect on both oil
and gas supply, and on prices. This has reinforced the benefits, both short
and long term, of a strategy based on achieving short-term production as
quickly as we can, while also continuing to develop potential resources for
the future. This general outlook has not changed, despite recent volatility in
oil prices over the past year, which still reflect good fundamental economics
both now and, in anticipation of a return to more normal trade flows, in the
future.
The numerous oil and gas discoveries in both South Africa and Namibia since
2020 support our view that these are promising countries for our exposure to
longer term, high risk, high reward exploration, despite the recent slowdown
in activity in South Africa. These discoveries have also resulted in a
renaissance of investor interest in exploration, especially in these
countries, as both the scale of these opportunities and the need for the
resulting oil and gas over the next decade have become apparent.
In the near term, our strategy still remains focused on reaching first oil in
Cameroon as soon as possible. Our Cameroon license also has substantial
exploration upside, which we look to unlock once we have the existing
discovery appraised and we are in production.
This activity requires financing, and while there is still non-dilutive
financing available (within limits) for producing assets, we have for several
years been seeking farm-in partners at the asset level to provide additional
equity financing (and risk management) in our various licenses. This strategy
culminated in our announcement of two farm-out transactions in January 2025: a
farm-out of a 42.5% interest in our Cameroon license and a farm-out of a 25%
interest in our Namibia license, with both transactions expected to complete
in 2026. Both transactions will reduce the economic burden on our shareholders
of the early-stage equity investment in these licenses. Our South African
license is already a 50-50 joint venture with another industry partner.
Although we have both operated and non-operated interests, our preference is
to operate assets, in order to control costs and timing more directly, and to
build up our local relationships and internal knowledge of reservoirs and
petroleum systems, which remains the case today.
Over the past few years, keeping costs low and flexible whilst having the
ability to rely on the support of our people and their skills has also been
critical, and we believe will continue to be critical to our success in the
future - not merely in being able to keep costs to a minimum in periods where
activity is naturally slower, as we have recently seen, but also in being able
to ramp up the resources and technology we are able to bring to our projects
in the future when needed. This is why strategic relationships such as our
previous technical-subsurface relationship with EPI, entered in 2015, and our
more recent relationship with Bedrock Drilling on well design and management,
have formed a key part of our strategy. As we approach appraisal and
development drilling in Cameroon, we have significantly increased our
subsurface team, and we have also increased the man-hours committed at the
corporate level in anticipation of the management of our partnership
obligations. However, we have kept most of these contracts on a fully variable
basis so that we can maintain the cost flexibility which our business
requires.
Finally, as noted in previous annual reports, our strategy remains to enable
and to support the wider strategic and environmental plans of each of the
countries in which we operate, to increase power generation from cleaner
sources, including both renewables and natural gas, both to aid economic
development and to displace less efficient diesel and fuel-oil based power
generation, and to reduce imports of liquid fuels by increasing local
production where possible. These countries' strategic plans depend critically
on the continued development of local oil and gas production in the near term,
to meet their national goals and COP26 and other climate commitments which
they have set for the next decade.
OPERATIONAL REVIEW
In 2025 our main operational focus has been on keeping our work programmes in
Cameroon and Namibia moving while waiting for approvals of our extension of
the Initial Exploration Period of the Thali license in Cameroon, and the
farm-outs of interests in both the Thali license in Cameroon and the PEL96
block in Namibia to Prime Global Energies Limited ("Prime").
Cameroon
As we noted in our last annual report (which was published in early June 2025)
the first area we have been reviewing in Cameroon has been the optimisation of
the well location and design. Our aim is to position NJOM-3 so that it is most
likely to encounter the thicker sections of the largest number of target
reservoirs, while also minimising the exposure to potential gas caps in the
reservoirs. By the end of May 2025, we had reached a provisional conclusion on
the optimal location to enter the reservoirs, which is a short distance away
from where we had originally intended.
We also completed our review of alternative testing options for the well. We
are now committed to drilling NJOM-3, testing it, and then suspending it while
we prepare for drilling further production wells and bringing a MOPU to site.
To this end, we ordered a mud-line suspension system for the well, which has
now been delivered and is in storage with our other long-lead items at our
base at the port in Douala.
We are still keeping our options open regarding how long to test NJOM-3,
depending on the number of zones we encounter that may require separate
testing.
We have maintained discussions with all the various service providers for the
NJOM-3 well, and have contracts negotiated and ready for signature, although
the final pricing and lead times for individual services may still need to be
updated when we have confirmed a definite rig window.
In respect of the rig itself, the final selection will depend on when we have
the final documentation in hand from the Ministry of Mines, Industries and
Technological Development ("MINMIDT"). At the time of writing, a number of
rigs remain available in each quarter from Q4 2026 onwards, and a spud in Q4
2026 is still possible, although this would require having approvals in hand
reasonably quickly because of the service company lead times.
Namibia
In Namibia, we have continued to develop options to acquire additional 2D
seismic data to enable us to conduct further analysis on the three areas of
interest we have identified for possible 3D seismic data acquisition. Our
options include reprocessing existing data or acquiring a limited amount of
new 2D seismic data. The latter option would require finding a suitable
acquisition window with a contractor at reasonable cost, but may give better
results, so this is what we are currently exploring.
While doing this, we have also been waiting for the MIME to provide their
approval of our intended farm-out to Prime. This has been complicated by the
organisational changes at MIME that have followed from the election of
Namibia's new President in March 2025. The President has created a new
Upstream Petroleum Unit ("UPU") within the office of the Presidency, to
oversee MIME, and is taking a strong personal interest in the expansion of the
combined UPU/MIME organisation to manage the workload and challenges
associated with the path to Financial Investment Decision and production at
the recent offshore discoveries. This has also required development of much
more detailed and comprehensive local content regulations and review of the
taxation practice, much of which was developed for the mining industry and
requires adaptation for the petroleum sector. This work is being done in
consultation with the industry and has also resulted in the Namibian Petroleum
Operators' Association ("NAMPOA") increasing its staffing and budget in
response.
MIME was already facing a substantial backlog of work even before the
election, and we were therefore pleasantly surprised to receive the formal
confirmation of our previously agreed entry to the First Renewal Period of the
license in June 2025. However, the process of approving the farm-out has taken
longer: the UPU has only begun its work during the past few months (since the
2025 year-end). Since then, we have had two meetings with the UPU, the most
recent in mid-May 2026, and we have been told that due diligence on our
partner Prime has been completed, and that approval of the farm-out has been
recommended to the Minister and will be expedited.
South Africa
In South Africa, we and others in the industry have been waiting for the
current uncertainty over environmental regulations and potential litigation in
respect of them to be finally resolved, so that we can make concrete plans for
3D seismic data acquisition over the deep-water section of the Algoa Gamtoos
license.
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Note 31 December 2025 31 December 2024
(audited)
(audited)
$
$
Revenue - -
Cost of sales - -
Gross profit - -
Other administrative expenses 4 (4,076,265) (606,156)
Share-based payment charges 20 (244,662) (374,305)
Impairments 12 (13,984,518) -
Total administrative expenses (18,305,445) (980,461)
Group operating (loss) /profit 4 (18,305,445) (980,461)
Finance expense 6 (186,240) (3,160)
(Loss) / profit for the year before taxation (18,491,685) (983,621)
Taxation 7 - -
(Loss) / profit for the year after taxation (18,491,685) (983,621)
Other comprehensive income - -
Total comprehensive (expense) / income for the year (18,491,685) (983,621)
Basic (loss) / profit per share (USc) 10 (0.06c) (0.01c)
Diluted (loss) / profit per share (USc) 10 (0.06c) (0.01c)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note 31 December 2025 31 December 2024
(audited)
(audited)
$
$
Non-current assets
Property, plant and equipment 11
Exploration and evaluation assets 12 24,707,897 36,610,360
Non-current assets 24,707,897 36,610,360
Current assets
Trade and other receivables 14 20,633 15,599
Cash and cash equivalents 35,779 284,118
Current assets 56,412 299,717
Total assets 24,764,309 36,910,077
Current liabilities
Trade and other payables 15 2,806,364 1,196,996
Borrowings 16 1,449,871 12,604
Current liabilities 4,256,235 1,209,600
Non-current liabilities
Borrowings 16 - 5,229
Non-current liabilities - 5,229
Total liabilities 4,256,235 1,214,829
Net assets 20,508,074 35,695,248
Equity
Share capital 17 18,646,446 18,534,081
Share premium 17 161,660,417 158,795,411
Retained losses 18 (159,798,789) (141,634,244)
Total shareholders' equity 20,508,074 35,695,248
The financial statements of Tower Resources plc, registered number 05305345
were approved by the Board of Directors and authorised for issue on 1 June
2026.
Signed on behalf of the Board of Directors
Jeremy Asher - Chairman and Chief Executive
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share (1) Share-based Retained Total
capital
premium
payments
losses
reserve
$
$
$
$
$
At 1 January 2024 18,394,680 156,166,470 3,006,367 (144,218,727) 33,348,790
Shares issued for cash 128,805 2,719,132 - - 2,847,937
Shares issued on settlement of third-party fees 10,596 220,311 - - 230,907
Share issue costs - (310,502) - - (310,502)
Share-based payment charge for the year - - 561,737 - 561,737
Exercise of share warrants - - (25,291) 25,291 -
Total comprehensive income for the year - - - (983,621) (983,621)
At 31 December 2024 18,534,081 158,795,411 3,542,813 (145,177,057) 35,695,248
Shares issued for cash 39,570 1,068,387 - - 1,107,957
Shares issued on settlement of third-party fees 69,444 1,805,556 - - 1,875,000
Shares issued on exercise of warrants 3,351 87,120 - - 90,471
Share issue costs - (96,057) - - (96,057)
Share-based payment charge for the year - - 327,140 - 327,140
Exercise of share warrants - - (90,838) 90,838 -
Total comprehensive income for the year - - - (18,491,685) (18,491,685)
At 31 December 2025 18,646,446 161,660,417 3,779,115 (163,577,904) 20,508,074
(1) The share-based payment reserve has been included within the retained loss
reserve on the consolidated statement of financial position and is a
non-distributable reserve.
CONSOLIDATED STATEMENT OF CASH FLOWS
Note 31 December 2025 31 December 2024
(audited)
(audited)
$
$
Cash outflow from operating activities
Group operating (loss) / profit for the year (18,305,445) (980,461)
Impairments 12 13,984,518 -
Share-based payments 20 327,140 561,737
Shares issued on settlement of third-party fees 17 1,875,000 230,907
Operating cash flow before changes in working capital (2,118,786) (187,817)
(Increase) / decrease in receivables and prepayments (5,034) 1,404,726
Increase / (decrease) in trade and other payables 1,609,368 (1,150,131)
Cash used in operations (514,453) 66,778
Interest paid (net) 6 18,464 (2,881)
Cash used in operating activities (495,989) 63,898
Investing activities
Exploration and evaluation costs 12 (2,082,055) (1,839,436)
Net cash used in investing activities (2,082,055) (1,839,436)
Financing activities
Drawdown of loan facilities 16 1,240,769 -
Repayment of loan facilities 16 (13,123) (497,786)
Cash proceeds from issue of ordinary share capital net of issue costs 17 1,102,371 2,537,435
Interest paid 4 (312) (625)
Net cash from financing activities 2,329,705 2,039,024
Increase in cash and cash equivalents (248,339) 263,485
Cash and cash equivalents at beginning of year 284,118 20,633
Cash and cash equivalents at end of year 35,779 284,118
COMPANY STATEMENT OF FINANCIAL POSITION
Note 31 December 2025 31 December 2024
(audited)
(audited)
$
$
Non-current assets
Loans to subsidiary undertakings 13 27,027,988 30,664,515
Investments in subsidiary undertakings 13 159 12,307,766
Non-current assets 27,028,147 42,972,281
Current assets
Trade and other receivables 14 20,631 15,597
Cash and cash equivalents 21,302 224,814
Current assets 41,933 240,411
Total assets 27,070,080 43,212,692
Current liabilities
Trade and other payables 15 1,578,009 69,309
Borrowings 16 1,449,871 12,604
Current liabilities 3,027,880 81,913
Non-current liabilities
Borrowings 16 - 5,229
Total non-current liabilities - 5,229
Total liabilities 3,027,880 87,142
Net assets 24,042,200 43,125,550
Equity
Share capital 17 18,646,446 18,534,081
Share premium 17 161,660,417 158,795,411
Retained losses 18 (156,264,663) (134,203,942)
Total shareholders' equity 24,042,200 43,125,550
In accordance with the provisions of Section 408 of the Companies Act 2006,
the Company has not presented a statement of comprehensive income and for the
year-ended 31 December 2025 the Company made a loss of $22.3 million (2024:
profit $857k)
The financial statements of Tower Resources plc, registered number 05305345
were approved by the Board of Directors and authorised for issue on 1 June
2026.
Signed on behalf of the Board of Directors
Jeremy Asher - Chairman and Chief Executive
COMPANY STATEMENT OF CHANGES IN EQUITY
Share Share (1) Share-based Retained Total
capital
premium
payments
losses
reserve
$
$
$
$
$
At 1 January 2024 18,394,680 156,166,470 3,006,367 (138,629,049) 38,938,468
Shares issued for cash 128,805 2,719,132 - - 2,847,937
Shares issued on settlement of third-party fees 10,596 220,311 - - 230,907
Share issue costs - (310,502) - - (310,502)
Share option charge for the year - - 561,737 - 561,737
Exercise of share warrants - - (25,291) 25,291 -
Total comprehensive expense for the year - - - 857,003 857,003
At 31 December 2024 18,534,081 158,795,411 3,542,813 (137,746,755) 43,125,550
Shares issued for cash 39,570 1,068,387 1,107,957
Shares issued on settlement of third-party fees 69,444 1,805,556 1,875,000
Shares issued on exercise of warrants 3,351 87,120 90,471
Share issue costs (96,057) (96,057)
Share option charge for the year 327,140 327,140
Exercise of share warrants (90,838) 90,838
Total comprehensive expense for the year (22,387,861) (22,387,861)
At 31 December 2025 18,646,446 161,660,417 3,779,115 (160,043,778) 24,042,200
( )
(1) The share-based payment reserve has been included within the retained loss
reserve on the Company statement of financial position and is a
non-distributable reserve.
COMPANY STATEMENT OF CASH FLOWS
Note 31 December 2025 31 December 2024
(audited)
(audited)
$
$
Reconciliation to net cash outflow from operating activities
Operating (loss) / profit for the year (23,925,555) (917,416)
Impairments 12 19,887,080 -
Share-based payments 20 327,140 561,737
Shares issued on settlement of third-party fees 17 1,875,000 230,907
Operating cash flow before changes in working capital (1,836,335) (124,772)
(Increase) / decrease in receivables and prepayments (5,034) 1,404,726
Decrease in trade and other payables 1,508,700 (458,981)
Cash form / (used in) operating activities (332,669) 820,973
Investing activities
Loans granted to subsidiary undertakings 13 (2,200,547) (2,646,846)
Net cash used in investing activities (2,200,547) (2,646,846)
Financing activities
Drawdown of loan facilities 16 1,240,769 -
Repayment of loan facilities 16 (13,123) (497,786)
Cash proceeds from issue of ordinary share capital net of issue costs 17 1,102,371 2,537,435
Interest paid 4 (312) (625)
Net cash from financing activities 2,329,704 2,039,024
Increase / (decrease) in cash and cash equivalents (203,512) 213,151
Cash and cash equivalents at beginning of year 224,814 11,663
Cash and cash equivalents at end of year 21,302 224,814
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
The following standards and amendments became effective in the year ended 31
December 2025:
Standard Description UKEB Effective Date
IAS 21 (amendments) The Effects of Changes in Foreign Exchange Rates 1 January 2025
None of these standards are considered to have a 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 2026. The Group does not intend to
adopt the standards below, before their mandatory application date.
Standard Description Adoption Date UKEB Effective Date Secretary of State Adoption Date
IFRS 9 Financial Instruments 15 April 2025 1 January 2026 Endorsed
(amendments)
IFRS 7 Financial Instruments (Disclosures) 15 April 2025 1 January 2026 Endorsed
(amendments)
IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 23 July 2025 1 January 2026 Endorsed
(amendments)
IFRS 18 Presentation and Disclosure in Financial Statements 10 December 2025 1 January 2027 Endorsed
IFRS 19 Subsidiaries without Public Accountability (Disclosures) 9 May 2024 1 January 2027 Endorsed
(amendments)
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 2026. The
Company does not expect the implementation to have a material impact on the
financial statements.
c) Going concern
The Group will need to receive the requisite government approvals and to
complete its agreed Cameroon farm-out with Prime Global Energies Limited
and/or another asset-level transaction within the coming months, or otherwise
raise further funds in addition to funds already raised in 2025 and 2026, in
order to meet its liabilities as they fall due, particularly with respect to
the forthcoming drilling programme in Cameroon. The Directors are confident
that the government approvals will be provided and that the agreed farm-out
will be completed, but this is not yet certain.
The Group's assets in Namibia and South Africa are also pre-revenue, and
therefore also depend on funds for further investment being available to the
Group, whether from cash flow in Cameroon or other sources. To bring the
Cameroon assets to the point of sustainable cash flow generation will also
require significant further investment.
The Directors believe that there are a number of options available to fund
these investments through any, or a combination, of production pre-financing,
reserve-based lending, capital markets, further farm-outs or asset disposals.
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.
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) Audit exemptions for subsidiaries companies
For the year ended 31 December 2025, the UK subsidiaries of the Company
incorporated in England and Wales (see note 13) were entitled to exemption
from audit under section 479A of the Companies Act 2006 relating to subsidiary
companies.
The members have not required the subsidiary companies to obtain an audit of
its accounts for the year in question in accordance with section 476 and the
Directors acknowledge their responsibilities for complying with the
requirements of the Act with respect to accounting records and the preparation
of accounts. The accounts have been prepared in accordance with the provisions
applicable to companies subject to the small companies' regime.
f) 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.
g) 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).
Exploration and evaluation assets are not amortised but are assessed for
impairment, with an impairment test being required when facts and
circumstances suggest that the carrying amount of an asset may exceed its
recoverable amount.
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.
h) Impairment of Oil and Gas Exploration and Evaluation assets
In accordance with IFRS 6, E&E assets are reviewed for impairment when
circumstances arise which indicate that the carrying value of an E&E asset
exceeds the recoverable amount. The recoverable amount of the individual asset
is determined as the higher of its fair value less costs to sell and its value
in use. Impairment losses resulting from an impairment review are recognised
within the Statement of Comprehensive Income.
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.
Exploration projects are at an early stage of development and the Directors
have assessed the impairment of the projects based on future exploration plans
and estimates of geological and economic data. The Board does not believe that
the key assumptions will change so as to cause the carrying values to exceed
the recoverable amounts.
To date impairment losses recognised have followed the decision of the Board
not to continue exploration and evaluation activity on a particular project
licence area where it is no longer considered an economically viable project
or where the underlying exploration licence has been relinquished.
Whilst it remains intention of the Group to retain its interest in South
Africa, the Directors have made the decision to fully provide for impairment
against all carrying amounts associated with its Algoa-Gamtoos license at the
year-end .The license remains in good standing, but it has been agreed between
the Operator and the license regulator PASA that the Operator and the Company
will not enter the next renewal period until an outstanding commitment to
acquire 700km of 2D or 300km(2) of 3D seismic data has been met. The recent
uncertainty regarding environmental regulations and related litigation has
extended this hiatus for a further year since our last annual accounts, and
this has led the Directors to make the decision to provide for impairment of
the carrying value.
i) 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.
j) 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.
k) Investments in subsidiaries
Investments in subsidiaries are carried at cost less accumulated impairment
losses. Investments in subsidiaries are assessed for impairment in line with
the requirements of IAS36 and, where evidence of non-recoverability is
identified, an appropriate impairment loss is recorded.
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.
Amounts due from subsidiaries are recognised and measured at nominal value
less any provision for Expected Credit Losses.
l) 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.
m) 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 2025 was £1 / $1.3466 (2024: £1 / $1.2529).
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.
n) 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
management's 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 investment balances in the Parent Company balance sheet
Determining whether subsidiary companies' investments and intercompany
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.
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 20.
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 2024.
Africa Head Office Total
Year ended Year ended Year ended Year ended Year ended Year ended
31 December 2025
31 December 2024
31 December 2025
31 December 2024
31 December 2025
31 December 2024
$
$
$
$
$
$
Administrative expenses (210,149)) 62,784 (3,866,115) (668,940) (4,076,264) (606,156)
Share-based payment charges - - (244,663) (374,305) (244,663) (374,305)
Impairments (13,984,518) - - - (13,984,518) -
Financing costs (1,114) (1,343) (185,126) (1,817) (186,240) (3,160)
Loss by reportable segment (14,195,781) 61,441 (4,295,904) (1,045,062) (18,491,685) (983,621)
Total assets by reportable segment (1 / 2) 24,722,376 36,669,666 41,933 240,411 24,764,309 36,910,077
Total liabilities by reportable segment (3) (1,228,357) (1,127,689) (3,027,878) (87,140) (4,256,235) (1,214,829)
(1) 1 Included within total assets of $24.7 million (2024: $36.9 million) are
$23.3 million Cameroon (2024: $17.4 million) , $1.4 million Namibia (2024:
$751k) and $nil million South Africa (2024: $13.8 million).
(2) Carrying amounts of segment assets exclude investments in subsidiaries.
(3) Carrying amounts of segment liabilities exclude intra-group financing.
4. Group operating (loss) / profit
2025 2024
$
$
Staff costs 935,706 -
Share-based payment charges included within staff costs 192,320 323,286
Share-based payment charges included within professional costs 52,343 51,018
Gain / (loss) on foreign currencies 62,767 (1,813)
Impairment of exploration and evaluation assets 13,984,518 -
An analysis of auditor's remuneration is as follows:
2025 2024
$
$
Fees payable to the Group's auditors for the audit of the Group and subsidiary 75,329 59,586
annual accounts
Total audit fees 75,329 59,586
5. Employee information
The average monthly number of employees of the Group (including Directors)
was:
2025 2024
Head office 3 3
Africa 3 3
6 6
Group employee costs during the year (including executive Directors) amounted
to:
2025 2024
$
$
Wages and salaries 879,890 48,587
Social security costs 55,816 1,244
Share-based payment charges 192,320 323,286
1,128,026 373,117
Key management personnel include the executive and non-executive Directors
whose remuneration comprised both cash and non-cash share-based payment
charges of $530k (2024: $174k); see Directors' Report for additional detail.
During the year $256k (2024: $395k) of the full-year share-based payment
charge of $327k (2024: $561k) related to employees and their remuneration as
employees.
The highest paid Director directly employed by the Company was Mark Enfield
$268k (2024: $38k).
6. Finance costs
During the year covered by these financial statements the Group incurred
finance costs of $186k (2024: $3k) in connection with its debt facility
instruments (see note 16). The Company incurred finance costs of $185k (2024:
$2k).
7. Taxation
Current tax 2025 2024
$
$
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 18,491,685 983,621
Tax at the UK Corporation tax rate of 25.0% (2024: 23.5%) (4,622,922) (245,905)
Tax effects of:
Expenses not deductible for tax purposes 8,986,298 80,822
Tax losses carried forward not recognised as a deferred tax asset (4,363,376) 165,083
Current tax charge - -
For the year ended 31 December 2025, the tax rate was 25%.
8. Deferred tax
At the reporting date the Group had an unrecognised deferred tax asset of $5.4
million (2024: $4.5 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 2025 the Parent Company made a loss of $22.4
million (2024: profit $857k) including financing costs of $185k (2024: $2k)
and loan and investment impairments of $19.9 million with respect to its South
African subsidiary, Rift Petroleum Limited (see notes 12 and 13). The Company
charged finance interest on intercompany loan accounts of $1.7 million (2024:
$1.8 million) and fees with respect to the provision of strategic advice and
support of $72k (2024: $126k). 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 per share
The fully diluted weighted average number of shares in issue and to be issued
as at 31 December 2025 is 29,668,735,156 (2024: 17,721,463,514). At 31
December 2025 the dilutive effect of share options outstanding was nil (2024:
nil). At 31 December 2025 and 31 December 2024, 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 2,250,807,389
(2024: 548,279,409).
Basic & Diluted
2025 2024
$
$
Loss for the year (18,491,685) (983,621)
Weighted average number of ordinary shares in issue during the year 29,668,735,156 17,721,463,514
Dilutive effect of share options outstanding - -
Fully diluted average number of ordinary shares during the year 29,668,735,156 17,721,463,514
(Loss) / profit per share (USc) (0.06c) (0.01c)
11. Property, plant and equipment
Year-ended 31 December 2025 Group Company
$
$
Cost
At 1 January 2025 1,046 1,046
At 31 December 2025 1,046 1,046
Depreciation
At 1 January 2025 1,046 1,046
At 31 December 2025 1,046 1,046
Net book value
At 31 December 2025 - -
At 31 December 2024 - -
Year-ended 31 December 2024 Group Company
$
$
Cost
At 1 January 2023 1,046 1,046
Eliminated on disposal - -
At 31 December 2023 1,046 1,046
Depreciation
At 1 January 2023 1,046 1,046
Eliminated on disposal - -
Charge for the year - -
At 31 December 2023 1,046 1,046
Net book value
At 31 December 2023 - -
At 31 December 2022 - -
12. Intangible Exploration and Evaluation (E&E) assets
Year-ended 31 December 2025 Exploration and evaluation Goodwill Total
assets
$
$
$
Cost
At 1 January 2025 108,618,822 8,023,292 116,642,114
Additions during the year 2,082,055 - 2,082,055
At 31 December 2025 110,700,877 8,023,292 118,724,169
Amortisation and impairment
At 1 January 2025 (72,008,462) (8,023,292) (80,031,754)
Impairment during the year (13,984,518) - (13,984,518)
At 31 December 2025 (85,992,980) (8,023,292) (94,016,272)
Net book value
At 31 December 2025 24,707,897 - 24,707,897
At 31 December 2024 36,610,360 - 36,610,360
Year-ended 31 December 2024 Exploration and evaluation Goodwill Total
assets
$
$
$
Cost
At 1 January 2024 106,779,386 8,023,292 114,802,678
Additions during the year 1,839,436 - 1,839,436
At 31 December 2024 108,618,822 8,023,292 116,642,114
Amortisation and impairment
At 1 January 2024 (72,008,462) (8,023,292) (80,031,754)
Impairment during the year - - -
At 31 December 2024 (72,008,462) (8,023,292) (80,031,754)
Net book value
At 31 December 2024 36,610,360 - 36,610,360
At 31 December 2023 34,770,924 - 34,770,924
During the year the Group capitalised amounts totalling $2.1 million (2024:
$1.8 million) with respect to the following assets:
2025 2024
$
$
Cameroon 1,807,464 1,381,042
Namibia 187,585 350,279
South Africa 87,006 108,115
Total 2,082,055 1,839,436
The carrying values of E&E assets at the year end were:
2025 2024
$
$
Cameroon 23,262,112 21,454,648
Namibia 1,445,785 1,258,200
South Africa - 13,897,512
Total 24,707,897 36,610,360
Prime Global Energies Limited
The Group signed a farm-out agreement with Prime Global Energies Limited on 10
January 2025 for minority, non-operated interests in its Thali license,
offshore Cameroon, and PEL96 offshore Namibia. Through Tower Resources
Cameroon S.A., an agreement to farm-out a 42.5% non-operated interest in the
Thali license to Prime in exchange for a $15.0 million cash contribution
towards the Thali work programme including the drilling of the NJOM-3 well in
2025 has been agreed. In addition, through Tower Resources (Namibia) Limited,
Prime Global Energies Limited has also agreed to farm-in to PEL96, offshore
Namibia, for a 25% non-operated interest. In connection with these farm-outs
and related transactions including modifications to existing arrangements and
an issue of new shares with Pegasus Petroleum Limited (a significant
shareholder of the Company), Tower received $938k in cash and will receive a
further $3.4 million in cash on completion of the two farm-out agreements and
the related transactions, for a total of $4.4 million in cash. Completion of
the farm-outs remains subject to granting of certain governmental consents in
both Cameroon and Namibia, however, the Directors do not believe that these
will be unreasonably withheld and they believe that Completion of both
farm-outs will occur in due course, albeit that timeline remains an
uncertainty.
Cameroon
The $1.8 million (2024: $1.4 million) of capitalised expenditure comprised
ongoing NJOM-3 appraisal drilling preparation costs (engineering and drilling
planning costs 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, principally because it has signed a farm-out agreement
with Prime Global Energies Limited (as noted above), and both this and the
Company's internal cash flow projections support the Directors' view that the
current carrying value is recoverable in full. The operating company, Tower
Resources Cameroon SA, has applied for and is expected to receive a further
extension of the First Exploration Period of the license at the same time as
the farm-out to Prime Global Energies Limited is approved by the Government of
Cameroon.
Namibia
The Group continued to make various licence commitment and training payments
to the Government of the Republic of Namibia in addition to completing basin
modelling work and other work in line with the work programme commitments.
The Company's investment in the current license is currently $1.4 million
(2024: $1.3 million), 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 in addition to the implied value of the
farm-out to Prime Global Energies Limited (as noted above). Furthermore, the
Directors continue to believe firmly that the relatively modest amounts of
expenditure incurred on acquiring and securing tenure to the license is fully
supported by their initial view of its prospectivity based on the information
that is currently available.
Application to move to the next phase of the license was granted with effect
from October 2024.
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, have yet
to conclude upon a timeline to tender for, acquire and evaluate the 3D seismic
data and no firm budget to do so has been agreed. 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 before
2028 is now unlikely, given the recent uncertainty and litigation over
environmental regulations. 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
Group's Cash Generating Unit ("CGU") license areas for indications of
impairment. Having done so, it was concluded that a full impairment assessment
was not required on either the Cameroon or the Namibian CGUs. In South Africa,
the Directors have assessed that on the basis that substantive expenditure on
further exploration for and evaluation of mineral resources on the Algoa
Gamtoos licence is neither budgeted nor planned in the short term due to the
regulatory uncertainty, a full provision to impair all capitalised amounts
under IAS 36 totalling $14.0 million is appropriate at this time. At such
future time as a firm commitment is entered into, a review and reversal of
this impairment provision will be considered.
13. Investment in subsidiaries
Company Loans to subsidiary undertakings Shares in subsidiary undertakings Total
$
$
$
Cost
At 1 January 2025 95,526,641 32,216,739 127,743,380
Net advances during the year 3,942,945 - 3,942,945
At 31 December 2025 99,469,586 32,216,739 131,686,325
Provision for impairment -
At 1 January 2025 (64,862,126) (19,908,973) (84,771,099)
Provision for impairment (7,579,473) (12,307,607) (19,887,080)
At 31 December 2025 (72,441,599) (32,216,580) (104,658,179)
Net book value -
At 31 December 2025 27,027,987 159 27,028,146
At 31 December 2024 30,664,515 12,307,766 42,972,281
Included within loans to subsidiary undertakings during the year of $3.9
million (2024: $4.4 million) are amounts of $2.9 million Cameroon (2024: $3.1
million), $215k South Africa (2024: $258k), $635k Rift Petroleum Holdings
(2024: $959k) and $144k (2024: $81k) 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. Although they are repayable on
demand, they are unlikely to be repaid until the projects become successful
and the subsidiaries start to generate revenues
Credit loss allowances for amounts due from subsidiary undertakings amount to
$10.9 million (2024: $16.4 million) and are based on the expected outcomes of
the E&E projects and whether the expected value of the projects will be
less than the carrying values of the loans. Material adverse changes in the
underlying value of the E&E assets could result in further credit losses
on our intercompany receivables in the future. There is no impact to the Group
Consolidated Statement of Comprehensive Income or the Consolidated Statement
of Financial Position from credit losses on intercompany receivables, or the
subsequent reversal thereof.
The subsidiary undertakings at the year-end are as follows (these undertakings
are included in the Group accounts):
Country of Class of Proportion of Nature of
Incorporation
Shares held
Voting Rights
Business
2025
2025
Held
2025
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
2025 2024 2025 2024
$
$
$
$
Trade and other receivables 20,633 15,599 20,631 15,597
15. Trade and other payables
Group Company
2025 2024 2025 2024
$
$
$
$
Trade payables 479,740 339,005 34,999 3,979
Other payables 937,500 - 937,500 -
Accruals 1,389,124 857,991 605,510 65,330
2,806,364 1,196,996 1,578,009 69,309
Other payables comprise the balance of amounts payable to Pegasus Petroleum In
recognition of existing production-based payment agreements in place on the
Thali license, which Pegasus has agreed to modify in Prime and Tower's favour,
Full details of the terms of which are noted within the Strategic Report
(Financial Review).
Accruals include UK $606k (2024: $65k); Cameroon $532k (2024: $590k); Namibia
$252k (2024: $203k). Included within these amounts are bonuses contingent upon
the completion of the Prime transaction of $638k (2024: nil) and $751k (2024:
858k) of operational and other asset related costs due plus amounts payable to
Ministerial bodies with respect to licence tenure.
Trade payables comprise short-term unsecured obligations incurred in the
normal course of business, with Group creditor payment days being
approximately 30 days (2024: 30 days).
16. Borrowings
Total borrowings for the Group and Company are noted below:
BORROWINGS Group Company
2025 2024 2025 2024
$
$
$
$
Principal balance at beginning of year 17,750 30,728 17,750 30,728
Amounts drawn down during the year 1,240,769 - 1,240,769 -
Principal repaid during the year (13,123) (12,786) (13,123) (12,786)
Currency revaluations at year end 20,048 (192) 20,048 (192)
Principal balance at end of year 1,265,444 17,750 1,265,444 17,750
Financing costs at beginning of year 84 237 84 237
Changes to financing costs during the year - - - -
Interest expense 183,075 473 183,076 473
Interest paid during the year (312) (625) (312) (625)
Currency revaluations at year end 1,580 (1) 1,580 (1)
Financing costs at the end of the year 184,427 84 184,427 84
Carrying amount at end of period 1,449,871 17,834 1,449,871 17,834
Current 1,449,871 12,605 1,449,871 12,604
Non-current - 5,229 - 5,229
PRINCIPAL REPAYMENT DATES Group Company
2025 2024 2025 2024
$
$
$
$
Due within 1 year 1,449,871 12,605 1,449,871 12,605
Due within years 2-5 - 5,229 - 5,229
Due in more than 5 years - - - -
1,449,871 17,834 1,449,871 17,834
Borrowings include a 5-year Barclays Bounceback loan taken out in June 2021
and repayable in June 2026 of $6k (2024: $18k) in addition to the Prime
Resources Limited Facilities drawn down during the year, the principal balance
for which was $1.4 million (2024: $nil) at the year end. Details of the
facilities entered into during the year are noted below.
25 March 2025 The Company entered into an unsecured fixed-price convertible
bridge loan of £500k 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. The terms
of the loan include interest charged at 15% per annum which is accrued and
settled on the redemption date with the principal. The carrying amount of the
loan facility includes transaction costs of £37k (net of accretion). During
the year the Company recognised interest charges totalling $118k (2024: $nil)
and made no repayments. The loan was settled in full in March 2026.
30 June 2025 The Company entered into an unsecured fixed-price convertible
bridge loan of £250k with Prime Resources Limited to extend the original
facility. The term of loan remained the same as the original facility and
expires on 24 March 2026 with the same conversion rights and interest charges.
The carrying amount of the loan extension facility includes additional
transaction costs of £15k (net of accretion). During the year the Company
recognised interest charges totalling $39k (2024: $nil) and made no
repayments. The loan was settled in-full in March 2026.
29 August 2025 The Company entered into an unsecured fixed-price convertible
bridge loan of £250k with Prime Resources Limited to extend the original
facilities. The term of loan remained the same as the original facility and
expires on 24 March 2026 with the same conversion rights and interest charges.
The carrying amount of the loan extension facility includes additional
transaction costs of £13k (net of accretion). During the year the Company
recognised interest charges totalling $26k (2024: $nil) and made no
repayments. The loan was settled in-full in March 2026.
17. Share capital
2025 2024
$
$
Authorised, called up, allotted and fully paid
32,279,995,707 (2024: 23,394,207,794) ordinary shares of 0.001p 18,646,446 18,534,081
The share capital issues during 2025 are summarised as follows:
Number of Share Capital at Nominal Value Share
Shares
$
Premium
$
At 1 January 2025 23,394,207,794 18,534,081 158,795,411
Shares issued for cash 2,964,285,714 39,570 1,068,387
Shares issued on settlement of third party fees 5,650,483,681 69,444 1,805,556
Exercise of warrants 271,018,518 3,351 87,120
Share issue costs - - (96,057)
At 31 December 2025 32,279,995,707 18,646,446 161,660,417
10 January 2025 The Company issued 5,650,483,681 shares raising proceeds of
$1.9 million to Pegasus Petroleum Limited , a company registered in the
Channel Islands and controlled by a family trust of which Jeremy Asher is the
settlor and lifetime beneficiary, as part consideration for the release of
existing 10% production-based payment agreements in place between Pegasus
Petroleum Limited and Tower Resources plc. The total consideration for release
is $3.8 million, of which Pegasus Petroleum Limited agreed to re-invest $1.9
million in Tower shares.
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.
17 October 2025 Subscription to raise £550,000 through the issue of
1,964,285,714 new ordinary shares at a price of 0.028p per share. Axis Capital
Markets Limited, the broker, awarded warrants over 49,107,143 new ordinary
shares with a strike price of 0.056p per share, exercisable over three years.
17 November 2025: Subscription to raise £280,000 through the issue of
1,000,000,000 new ordinary shares at a price of 0.028p per share. Axis Capital
Markets Limited, the broker, awarded warrants over 25,000,000 new ordinary
shares with a strike price of 0.056p per share, exercisable over three years.
18. 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.
19. 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 2025 and 31 December 2024.
Carrying amount / fair value
2025 2024
$
$
Group
Financial assets (classified as loans and receivables)
Cash and cash equivalents 35,779 284,118
Trade and other receivables 2 2
Total financial assets 35,781 284,120
Financial liabilities at amortised cost
Trade and other payables 1,417,240 339,005
Borrowings 1,449,871 17,833
Total financial liabilities 2,867,111 356,838
Carrying amount / fair value
2025 2024
$
$
Company
Financial assets (classified as loans and receivables)
Cash and cash equivalents 21,302 224,814
Trade and other receivables - -
Loans to subsidiary undertakings 27,027,987 30,664,515
Total financial assets 27,049,289 30,889,329
Financial liabilities at amortised cost
Trade and other payables 972,497 3,979
Borrowings 1,449,871 17,833
Total financial liabilities 2,422,368 21,812
Group Carrying amount Amortised cost Carrying amount Amortised cost
Loans and receivables 2025 2025 2024 2024
£
£
£
£
Cash and cash equivalent 35,779 35,779 284,118 284,118
Trade and other receivables 2 2 2 2
Total financial assets 35,781 35,781 284,120 284,120
Financial liabilities measured at amortised cost
Trade and other payables 1,417,240 1,417,240 339,005 339,005
Borrowings 1,449,871 1,449,871 17,833 17,833
Total financial liabilities 2,867,111 2,867,111 356,838 356,838
Total financial instruments (2,831,330) (2,831,330) (72,718) (72,718)
Company Carrying amount Amortised cost Carrying amount Amortised cost
Loans and receivables 2025 2025 2024 2024
£
£
£
£
Cash and cash equivalent 21,302 21,302 224,814 224,814
Trade and other receivables - - - -
Loans to subsidiary undertakings 27,027,987 27,027,987 30,664,515 30,664,515
Total financial assets 27,049,289 27,049,289 30,889,329 30,889,329
Financial liabilities measured at amortised cost
Trade and other payables 972,497 972,497 3,979 3,979
Borrowings 1,449,871 1,449,871 17,833 17,833
Total financial liabilities 2,422,368 2,422,368 21,812 21,812
Total financial instruments 24,626,921 24,626,921 30,867,517 30,867,517
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
Intra-Group and Company borrowings carry a fixed interest rate of 1% per month
and are therefore not exposed to any sensitivity risk The Prime Resources
Limited loans carried a fixed interest rate of 15% (see note 16).
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
2025 2024 2025 2025
$
$
$
$
Cash and cash equivalents 2,380 2,141 2,104 1,607
Borrowings 8,253 244 8,253 244
10,633 2,385 10,357 1,851
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:
Floating Interest Non-Interest Floating Interest Non-Interest
Rate
Bearing
Rate
Bearing
2025 2025 2024 2024
$
$
$
$
Cash and cash equivalents 27,771 8,008 256,669 27,449
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
2025 2024 2025 2024
$
$
$
$
Cash and cash equivalents
Cash and cash equivalents held in US$ 472 144 472 144
Cash and cash equivalents held in GBP 23,930 247,447 20,830 224,670
Cash and cash equivalents held in XAF 6,469 31,855 - -
Cash and cash equivalents held in other currencies 4,908 4,672 - -
35,779 284,118 21,302 224,814
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 $36k as at 31 December 2025 (2023:
$284k). 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 & Poor's or Moody's, the bank's local credit rating was used:
Rating Group Company
2025 2024 2025 2024
$
$
$
$
Cash and cash equivalents
Barclays Bank plc A+ 21,302 224,814 21,302 224,814
Royal Bank of Scotland A 8,008 27,449 - -
First Afriland Bank B 6,090 31,476 - -
BGFI Bank A+ 379 379 - -
35,779 284,118 21,302 224,814
20. Share-based payments
2025 2024
$
$
Share-based payment charges included within the statement of comprehensive 244,663 374,305
income
Share-based payment charges included within the share premium account 18,499 116,129
Share-based payment charges capitalised and included within intangible 63,978 71,303
exploration assets
327,140 561,737
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.
LTIP Restricted Share Awards
Details of share options outstanding at 31 December 2025 are as follows:
Number in issue
At 1 January 2025 -
Awarded during the period 1,540,000,000
At 31 December 2025 1,540,000,000
Date of grant Number in issue LTIP Latest exercise date
price (p)
08 Apr 25 1,540,000,000 0.000 08 Apr 28
1,540,000,000
The following Directors held interests, directly or indirectly, in LTIP
restricted shares at the year-end:
2025 2024
No.
No.
Jeremy Asher 640,000,000 -
Mark Enfield 240,000,000 -
Total 880,000,000 -
LTIP Options
Details of share options outstanding at 31 December 2025 are as follows:
Number in Issue
At 1 January 2025 1,800,000,000
Lapsed during the year (86,000,000)
At 31 December 2025 1,714,000,000
( )
Date of grant Number in Option Price (pence) Latest
Issue (1)
Exercise Date
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 296,000,000 0.100 15 May 2028
15 Feb 2024 1,182,000,000 0.018 14 Feb 2029
1,714,000,000
(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:
2025 2024
No.
No.
Jeremy Asher 1,160,000,000 1,220,000,000
Total 1,160,000,000 1,220,000,000
Warrants
Details of warrants outstanding at 31 December 2025 are as follows:
Number in Issue
At 1 January 2025 1,919,350,881
Awarded during the year 74,107,143
Exercised during the year (271,018,518)
Lapsed during the year (97,543,494)
At 31 December 2025 1,624,896,012
Date of Grant Number in Issue Warrant Price (pence) Latest Exercise Date
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
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
04 Jan 2024 438,596,490 0.030 03 Jan 2027
01 Jul 2024 357,142,855 0.018 01 Jul 2027
13 Aug 2024 71,428,571 0.018 13 Aug 2027
17 Oct 2025 49,107,143 0.056 16 Oct 2028
17 Nov 2025 25,000,000 0.056 16 Nov 2028
1,624,896,012
The following Directors held interests, directly or indirectly, in share
warrants at the year-end:
2025 2024
No.
No.
Jeremy Asher 500,720,101 545,451,148
Paula Brancato 250,360,051 256,129,357
Mark Enfield 250,360,051 254,285,509
Stacey Kivel 71,428,571 71,428,571
Total 1,072,868,774 1,127,294,585
The weighted average exercise price of share warrants was 0.07p (2024: 0.07p)
with a weighted average contractual life of 1.5 years (2024: 2.4 years). At 31
December 2024 and 2023 all warrants had fully vested.
In compliance with the requirements of IFRS 2 on share-based payments, the
fair value of options, warrants granted during the year is calculated using
the Black Scholes option pricing model. LTIP restricted shares awarded
during the year were valued at fair value at the date of award. For this
purpose, the volatility applied in calculating the above charge varied between
74% and 143% (2024: 73% and 151%), depending upon the date of grant, and the
risk-free interest rate was 3.50%-4.75% (2024: 4.75 - 5.00%) and the Dividend
Yield was nil% for 2025 and 2024.
The Company's share price ranged between 0.020p and 0.044.p (2024: 0.020p and
0.040p) during the year. The closing price on 31 December 2025 was 0.029p per
share (2024: 0.04p). The weighted average exercise price of the share options
was 0.1p (2024: 0.1p) with a weighted average contractual life of 2.7 years
(2024: 3.6 years). The total number of options vested at the end of the year
was 460 million (2024: 263.3 million).
21. 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 and accrued $710k (2024: $587k) in fees
for management services and bonuses provided by both Jeremy Asher and third
parties. 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
2025 2024 2025 2024
$
$
$
$
Fees charged by companies associated with Jeremy Asher for services provided 266,436 531,161 - -
by Jeremy Asher (1)
Fees accrued to companies associated with Jeremy Asher for services provided 363,569 - - -
by Jeremy Asher (1)
Fees charged by companies associated with Jeremy Asher for other financial and 80,250 56,097 - -
administrative support services (1)
Transactions with companies associated with Jeremy Asher for the release of 3,750,000 - 3,750,000
production-based payment agreements (2)
Share-based payments paid to Directors 74,875 123,781 74,875 123,781
Share-based payments paid to companies associated with Jeremy Asher (1) 117,444 199,506 - 199,506
Finance interest on intercompany loan accounts - - 1,722,820 1,776,236
Fees charged with respect to the provision of strategic advice and support - - 72,301 125,831
by the parent
4,652,574 910,545 5,619,996 2,225,354
( 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.
(2) $1,8750,000 of this amount was paid in shares in January 2025 at a price
of 0.027 pence per share and $937,500 was settled in cash. At the balance
sheet date, $937,500 remained payable in cash and had not been settled at the
signature date.
The following amounts were owed by subsidiary undertakings at the balance
sheet date:
Rift Rift Tower Resources (Namibia) Holdings Limited Tower Resources Namibia Tower Resources Cameroon Limited Tower Resources Cameroon SA Rift Petroleum Zambia Limited Total
Petroleum Holdings Limited
Petroleum Limited
($000)
Limited
($000)
($000)
($000)
($000)
($000)
($000)
($000)
2025 - - 21 692 6 26,308 - 27,028
2024 4,184 2,545 20 549 6 23,360 - 30,665
22. Control
The Company is under the control of its shareholders and not any one party.
23. Leases and capital commitments
The Group is committed to funding the following exploration expenditure
commitments as at 31 December 2025
Country Interest 2026 2027 onwards
Cameroon Thali (1) Cameroon 100% $20.00 million -
South Africa Algoa-Gamtoos (2) South Africa 50% $0.10 million -
Namibia Blocks 1910A, 1911 and 1912B (3) Namibia 80% $4.50 million -
$24.60 million -
(1) Excludes PRIME carry to commence on completion of farmout
(2) Period ends on completion of work programme commitments
(3 First period expiration November 2024. Excludes PRIME working interest and
back costs reimbursement on completion of farmout)
24. Contingent liabilities
At 31 December 2025, and in accordance with the Group's remuneration policy, a
discretionary bonus pool of up to $817k was proposed by the Remuneration
Committee and agreed by the Board of Directors based on the accomplishment of
certain specific operational targets, and payable at the Board's discretion in
cash or shares. Of this amount, Mark Enfield and Jeremy Asher were proposed
bonuses of $121k and $364k respectively. These targets include but are not
limited to the commencement of drilling operations on the Thali block in
Cameroon. As the payment of this bonus and the subsequent crystallisation of
any obligation that would result in a future outflow of economic resources is
considered not yet certain, no provision has been recognised in these
financial statements in accordance with IAS 37.
25. Subsequent events
28 January 2026 Subscription to raise £375,000 through the issue of
1,704,545,454 new ordinary shares at a price of 0.022p per share. Axis Capital
Markets Limited, the broker, awarded warrants over 42,613,363 new ordinary
shares with a strike price of 0.044p per share, exercisable over three years.
16 March 2026 Subscription to raise £1,499,999 through the issue of
6,315,785,262 new ordinary shares at a price of 0.02375p per share, which was
used inter alia to repay in full the Bridge Loan. Axis Capital Markets
Limited, the broker, awarded warrants over 141,052,526 new ordinary shares
with a strike price of 0.0475p per share, exercisable over three years.
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