Final Results to 31 Dec 2007
Tower Resources PLC
08 April 2008
Press Release
For immediate release: 08 April 2008
Tower Resources Plc
Final Results for the 12 Months Ended 31 December 2007
Tower Resources plc ('Tower' or 'the Company'), the AIM-listed oil and gas
exploration and production company today announces its final results for the 12
months ended 31 December 2007.
Highlights:
Uganda
- 2D seismic survey completed early 2008
- Two wells planned to be drilled in 2008
- Costs largely covered by farmout agreement
Namibia
- 2D seismic survey completed
- Giant structures identified as viable exploration targets
- First exploration well may now be drilled in 2009
- Costs covered by farmout agreement
Commenting on the results, Peter Kingston, Executive Chairman of Tower said:
'Year 2007 saw progress with seismic surveys in Uganda and Namibia and Tower
Resources is now entering an exciting 1-2 year period during which the potential
of its current two Licences in Namibia and Uganda will be tested by wells. The
potential of each licence is such that a successful exploration well in either
would be classed as a 'company maker'.
The Board is also hoping to add a limited number of new ventures during the
course of 2008.'
For further information, please contact:
Tower Resources plc www.towerresources.co.uk
Peter Kingston, Executive Chairman 01985 211780
Blue Oar Securities 020 7448 4400
Aquila Financial Limited www.aquila-financial.com
Peter Reilly 0118 979 4100
TOWER RESOURCES PLC
CHAIRMAN'S STATEMENT
Year 2007 saw progress with seismic surveys in Uganda and Namibia. The Namibia
seismic data was collected in August and early September 2007 and is in the
final stages of interpretation. A forward programme will be recommended by the
operator, Arcadia, by the end of April 2008. There is a reasonable chance that a
well will be drilled in 2009. Seismic operations in Uganda have been much more
complex given its onshore location in the far northwest region of the country.
The survey was completed successfully on 12 February 2008 and detailed
processing of the data is currently underway. A forward programme is expected to
be agreed in May, with two wells currently expected to be completed before the
end of 2008.
Significantly, Tower completed negotiations with partners that enable funding of
operations to be largely covered by third parties in both licences. Arcadia
Petroleum Limited is funding all of the future Namibia costs up to and including
two wells. Orca Exploration Group Inc (Orca) is funding most of the Uganda
seismic costs and, if it chooses to continue into the drilling commitment
programme, it will meet most of the cost of drilling two commitment wells.
Further details are given below.
Your Company is now entering an exciting 1-2 year period during which the
potential of its current two licences will be tested by wells. The potential of
each licence is such that a successful exploration well in either would be
classed as a 'company maker'. The Company's strategy remains to concentrate on
such high impact opportunities, which can largely be funded by farminees. This
approach dictates that the exploration portfolio will remain small to avoid
quality dilution. Notwithstanding, the Board is hoping to add a limited number
of new ventures during the course of 2008.
Financial Highlights
Operating loss over the reporting period from 1 January 2007 to 31 December 2007
was $1,284,471. Capital expenditure was $7,651,416 being the capitalised
expenditure on exploration studies and seismic surveys. Third party funding was
agreed from farm- in partners to meet $8,752,398 of the total investment
commitment including recovery of some back costs. Cash balances at year end were
$5,534,815 although significant amounts will be required in the first half of
2008 to meet the cost of operations still underway at the end of 2007. There is
sufficient capital to fund the Company's activities over at least the next six
months and an expectation that new funds can be introduced if necessary to meet
commitments for the remainder of 2008 and 2009.
Operations Summary to end of 2007
Uganda
The first half of 2007 was focused on completing technical evaluations;
preparing for seismic operations; and holding discussions with potential funding
partners. A six-month extension to the First Exploration Period, to 27 March
2008, was approved in February 2008. This allowed for expected delays in
starting the seismic programme (the Second Exploration Period is now in effect).
In mid-2007, a small operational organisation was put in place to manage the
seismic programme led by Marilyn Hill, a former oil and gas banker having wide
experience of working in developing countries at senior levels of government.
While Neptune Petroleum (Uganda) Limited, Tower's Uganda operating subsidiary,
prepared to conduct seismic operations, an Option Agreement was finalised in
August with Orca Exploration Group Inc, a Toronto TSX Exchange listed company
which operates the Songo Songo gas production and distribution venture in
Tanzania. Under the terms of the Agreement, Orca undertook to fund 83.33% of
seismic operations and certain back costs up to a contribution by them of $US6
million. Above a gross cost of $US7.2 million, costs were to be shared 50% each.
In return for this funding, Orca has an option to participate in a two well
drilling commitment programme, funding 83.33% of drilling costs ($10 million out
of the first $12 million) and a like proportion of testing costs ($5 million out
of the first $6 million) with cost sharing beyond the agreed limits to be 50%
each. Orca would become a 50% Licence interest holder on committing to the
drilling programme. Orca has an agreed period from completion of seismic
processing work to make further commitments which, in effect, gives them until
about end May 2008 to reach a decision on whether it wishes to proceed.
The commencement of seismic recording was delayed until 6th December 2007
because of bad weather related delays to programmes with other operators. After
a slow, weather affected start, the programme was completed in very good time,
on 12th February 2008. Additional gravity data was also recorded, to fill in
gaps to the north and south of the seismic recording area and to provide a
direct correlation with recorded seismic.
Namibia
Seismic operations began on 25th August 2007 and 735 kms of 2-D seismic data
were recorded in the period to 2nd September 2007. The prime area of focus was
in the north west of the licence where interpretation of bought seismic data had
revealed giant structures under deep water (up to 1,500 metres) with indications
of hydrocarbons. The new data is of high quality and a comprehensive data
processing and interpretation programme was still underway at year end.
On 20th September 2007 the Minister of Mines and Energy of the Republic of
Namibia approved the farm-out of an 85% interest in Tower's licence, covering
offshore blocks 1910A, 1911 and 2011A, to Arcadia Petroleum Limited (Arcadia).
The Minister also approved the transfer of the Operatorship of the licence to
Arcadia. He had previously agreed an extension of the initial exploration period
from two years to four years to accommodate Arcadia's proposed programme.
Under the terms of the farm-out, Arcadia has committed to fully fund a programme
of activity in four parts which includes:
• shooting and interpreting the recently completed 2-Dimensional seismic
programme;
• recording and interpreting a 3-Dimensional seismic programme, presently
contemplated in early 2008;
• an exploration commitment well;
• a second well which might be an appraisal well or a second exploration
well.
Arcadia has the option to withdraw from its commitment at the end of each of
these four stages of operation or to assign all or part of its interest to a
third party agreeing to meet the funding commitment. In the case of withdrawal
and failure to assign, the full 85% interest will revert to Neptune. Arcadia has
also reimbursed 85% of certain historic costs to Tower amounting to about US$1.6
million.
Arcadia Petroleum Limited is a substantial trader of oil and related products.
They bring considerable financial strength to the licence as well as access to
very relevant expertise in exploration, development and shipment of oil and
natural gas.
Since Year-end and Looking Forward
Uganda
The basic seismic processing is now complete and it has confirmed the structural
features identified by the gravity interpretation. More specific processing will
now be targeted at optimising and ranking specific drilling locations and
investigating the presence of hydrocarbon indications. This work is important to
thoroughly assess and rank the probability of success for each well location.
Confirmation has been received that your Company is authorised to continue as
the sole Licensee into the Second two-year Exploration Period. Orca Exploration
Group is expected to decide on their future intentions under the terms of the
Option Agreement by end-May. It is expected that a recommendation in respect to
the forward 2008 programme will be made to the Tower Board and subsequently to
the Uganda Government by end-June 2008.
It is particularly pleasing that the small operating organisation, comprising
mostly Ugandan nationals, developed to manage the seismic programme has
performed effectively and this promises well for the future. I am also very
pleased that the local company's interaction with local communities has been
successful and that a variety of carefully targeted social investment
initiatives has been greatly appreciated. These socio-economic activities will
be further developed during the drilling phase of operations with a particular
emphasis on sustainability and widespread benefit. Further details on these
programmes are given in the Directors Report.
Namibia
Comprehensive processing and interpretation of the 2-D seismic data is near
completion. Results to date have confirmed that the giant prospects previously
identified are viable exploration targets, having apparent four-way structural
closure and strong hydrocarbon indications. However, geological modeling has
indicated a potentially different reservoir type and construction and this
changed perception is currently being built into the assessment of future
programme priorities. Recommendations are presently expected to be finalised by
Arcadia for partner and government approval by end May 2008.
Corporate Outlook
The year 2007 saw a great deal of positive progress for your Company. In 2008 we
will build strongly on this even though the first well in Uganda may be delayed
to the final quarter. The procedures that need to be followed with partners and
government are naturally time consuming and it is important to delay commitments
to contractors until a definite timetable can be guaranteed. The delay will
allow minimisation of well location risk and may offer opportunities to work
with the other Operators in Uganda, to coordinate use of drilling rigs and
associated services, thereby substantially reducing costs. Your Board is very
pleased that both Uganda and Namibia are being confirmed to have company making
potential thus avoiding too much dependence on a single project. Activity
continues to identify similar high quality ground floor opportunities.
Thank you for your continued support.
Peter Kingston
Chairman
7 April 2008
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2007
Year ended 18 Months ended
31 December 2007 31 December 2006
$ $
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses before charge
for share-based payments (913,652) (954,399)
Share-based payments (370,819) (174,841)
Total administrative expenses (1,284,471) (1,129,240)
Group operating loss (1,284,471) (1,129,240)
Finance income 164,668 122,518
______________________________________________________________________________
Loss before taxation (1,119,803) (1,006,722)
Taxation - -
Loss for the period (1,119,803) (1,006,722)
Attributable to:
Equity holders of the Company (1,119,803) (1,006,722)
Loss per share (cents)
Basic (0.21) c (0.30) c
Diluted (0.21) c (0.30) c
The results shown above relate entirely to continuing operations.
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2007
Share-based
Share Share Payments Retained Total
Capital Premium Reserve Losses Equity
$ $ $ $ $
Balance at 1 July 2005 244,875 1,146,015 - (308,715) 1,082,175
Share issues 652,999 10,866,884 - - 11,519,883
Loss for 2006 - - 174,841 (1,006,722) (831,881)
_______________________________________________________________________________________
Balance at 1 January 2007 897,874 12,012,899 174,841 (1,315,437) 11,770,177
Share issues 154,631 2,913,307 - - 3,067,938
Loss for 2007 - - 370,819 (1,119,803) (748,984)
_______________________________________________________________________________________
Balance at 31 December 2007 1,052,505 14,926,206 545,660 (2,435,240) 14,089,131
_______________________________________________________________________________________
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2007
31 December 2007 31 December 2006
$ $
ASSETS
Non-Current Assets
Plant and equipment 106,967 3,339
Goodwill 7,979,502 7,979,502
Intangible exploration and evaluation assets 711,590 1,408,868
8,798,059 9,391,709
Current Assets
Trade and other receivables 3,121,389 55,116
Cash and cash equivalents 5,534,815 2,456,825
8,656,204 2,511,941
Total Assets 17,454,263 11,903,650
LIABILITIES
Current Liabilities
Trade and other payables (3,365,132) (133,473)
Total Liabilities (3,365,132) (133,473)
Net Assets 14,089,131 11,770,177
EQUITY
Capital and Reserves
Share capital 1,052,505 897,874
Share premium 14,926,206 12,012,899
Share-based payments reserve 545,660 174,841
Retained losses (2,435,240) (1,315,437)
Shareholders' Funds 14,089,131 11,770,177
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2007
Year ended 18 Months ended
31 December 2007 31 December 2006
$ $
Cash flow from operating activities
Group operating loss for the year (1,284,471) (1,129,240)
Adjustments for items not requiring
an outlay of funds:
Depreciation of plant and equipment 2,241 753
Share-based payments charge 370,819 174,841
Operating loss before changes in working capital (911,411) (953,646)
Increase in receivables and prepayments (3,066,272) (48,564)
Increase in trade and other payables 3,231,658 76,154
Cash used in operations (746,025) (926,056)
Interest received 164,668 122,518
Net cash used in operating activities (581,357) (803,538)
Investing activities
Funds used in exploration and evaluation (8,055,120) (1,316,094)
Funds received from farm-in partners 8,752,398 -
Payments to purchase plant and equipment (105,869) (4,092)
Costs of acquiring subsidiaries - (143,308)
Cash acquired with subsidiary undertakings - 48,553
Net cash from/(used in) investing activities 591,409 (1,414,941)
Financing activities
Cash proceeds from issue of shares 3,067,938 3,915,078
Share issue costs - (234,116)
Net cash from financing activities 3,067,938 3,680,962
Increase in cash and cash equivalents 3,077,990 1,462,483
Cash and cash equivalents at beginning
of period 2,456,825 994,342
Cash and cash equivalents at end of period 5,534,815 2,456,825
NOTES TO THE FINANCIAL INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2007
1 Basis of preparation
The Group's financial statements, from which this financial information has been
extracted, are prepared on a going concern basis, under the historical cost
convention and in accordance with International Financial Reporting Standards,
as adopted by the European Union ('IFRS'), including IFRS6 'Exploration for and
Evaluation of Mineral Resources' and in accordance with the Companies Act 1985.
The financial information contained in this report does not constitute full
statutory accounts within the meaning of Section 240 of the Companies Act 1985.
The figures are extracted from the audited financial statements for the year
ended 31 December 2007 which will be filed with the Registrar of Companies, sent
to shareholders and will be available on the Company's website at
www.towerresources.co.uk in due course.
The comparative figures for the eighteen months ended 31 December 2006 are not
the statutory accounts for that financial period. Those accounts, which were
prepared under IFRS, have been reported on by the Company's auditors and
delivered to the Registrar of Companies. The report of the auditors was (i)
unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report, and
(iii) did not contain a statement under section 237(2) or (3) of the Companies
Act 1985.
2 Going concern
During the year ended 31 December 2007 the Group made a loss of $1,119,803 (18
months to year end 31.12.2006 - $1,006,722). At the balance sheet date the Group
had net assets of $14,089,131 (2006 - $11,770,178). The Group has expected
exploration expenditure commitments of $3,571,900 due within one year from the
balance sheet date and a further $16,000,000 due between one and two years.
The operation of the Group is currently being financed from funds which the
Company raised from private and public placings of its shares together with
monies raised under a farm-out agreement with Arcadia Petroleum Limited in
respect of its Namibian licence. In addition, the Group has concluded an
agreement with Orca Exploration Group Inc under which that Company is
contributing an agreed proportion of the Seismic and Drilling costs involved in
respect of the Group's Uganda licence.
Whilst the Company may have to raise additional equity towards the end of 2008
in order to meet its share of the exploration expenditure commitments of its two
licenses, the Directors believe that the Group will be able to secure these
funds and, accordingly, are satisfied that the going concern basis remains
appropriate for the preparation of these financial statements.
3 Loss per share Year ended 18 Months ended
31 December 2007 31 December 2006
$ $
Loss for the year/period (1,119,803) (1,006,722)
Weighted average number of share in issue 526,897,228 337,507,589
Basic loss per share (0.21)c (0.30)c
The diluted loss per share has been calculated using a weighted average number
of shares in issue and to be issued of 530,895,322 (2006: 338,718,970). The
diluted loss per share has been kept the same as the basic loss per share as the
conversion of share options decreases the basis loss per share, thus being
anti-dilutive.
4 Dividends
No dividend is proposed in respect of the financial year.
5 Annual general meeting
The annual general meeting of the Company will take place at 12pm on 28th May
2008 at the office of: Sprecher Grier Halberstam LLP
1 America Square, Crosswall, London, EC3N 2SG
6 Intangible assets
Exploration
and evaluation
assets Goodwill Total
$ $ $
Cost
At 1 January 2007 1,408,868 7,979,502 9,388,370
Additions 8,055,120 - 7,545,547
Monies received under
farm-out agreements (8,752,398) - (8,752,398)
At 31 December 2007 711,590 7,979,502 8,181,519
Amortisation and impairment
At 1 January 2007 - - -
Amortisation for the year - - -
Impairment loss for the year - - -
At 31 December 2007 - - -
Net book value
At 31 December 2007 711,590 7,979,502 8,181,519
At 31 December 2006 1,408,868 7,979,502 9,388,370
Goodwill arose on the acquisition of the Company's subsidiary undertakings. The
Group tests goodwill for impairment annually and when there are indicators of
impairment.
The amounts for intangible exploration and evaluation (E & E) assets represent
costs incurred in relation to the Group's Ugandan and Namibian licences. These
amounts will be written off to the income statement as exploration expenses
unless commercial reserves are established or the determination process is not
completed and there are no indicators of impairment. The outcome of ongoing
exploration and evaluation, and therefore whether the carrying value of E & E
assets will ultimately be recovered, is inherently uncertain. The Directors have
assessed the value of the oil and gas exploration and evaluation expenditure
carried as intangible assets and in their opinion no provision for impairment is
currently necessary.
As discussed in the Chairman's statement, during 2007 the Group entered into two
farm-out agreements. The farm-out partners have contributed $8,752,398 towards
past and future exploration and evaluation costs. These receipts have been
deducted from the past E & E costs of the Group, as shown above. The net E & E
costs consist of $514,000 in Uganda and $198,000 in Namibia.
7 Share capital and options
31 December 2007 31 December 2006
$ $
Authorised
10,000,000,000 ordinary shares of 0.1p each 19,900,000 19,900,000
Allotted, called up and fully paid
537,107,878 (2006: 458,333,333) ordinary
shares of 0.1p each 1,052,505 897,874
The share capital issues during 2007 are summarised as follows:
Number of Share capital Share
0.1p shares at nominal value premium
$ $
At 1 January 2007 458,333,333 897,874 12,012,899
Shares issued for cash 78,774,545 154,631 2,913,307
At 31 December 2007 537,107,878 1,052,505 14,926,206
The details of share options outstanding at 31 December 2007 are as follows:
Number of
Share options
At 1 January 2007 9,000,000
Granted during the period 6,000,000
Exercised during the period (1,000,000)
Lapsed during the period (2,000,000)
At 31 December 2007 12,000,000
Date of Grant Number of options Option price Exercisable between
21 December 2005 3,000,000 1.5p 21/12/05 - 21/12/10
28 February 2006 1,000,000 1.5p 28/02/07 - 28/02/11
28 February 2006 2,000,000 1.5p 28/02/09 - 28/02/11
8 February 2007 1,000,000 3.125p 08/02/07 - 08/02/12
3 May 2007 3,000,000 2.25p 03/05/08 - 03/05/12
20 September 2007 2,000,000 2.75p 20/09/08 - 20/09/12
The Company's share price ranged between 1.65p and 3.68p during the year. The
closing share price as at 31 December 2007 was 2.75p per share.
This information is provided by RNS
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