Final Results
Tower Resources PLC
03 May 2007
Press Release
For immediate release: 03 May 2007
Tower Resources Plc
Final Results for the 18 Months Ended 31 December 2006
Tower Resources plc (Tower' or 'the Company'), the AIM-listed oil and gas
exploration and production company today announces its final results for the 18
months ended 31 December 2006.
Highlights:
•Uganda
- Encouraging results from gravity and magnetic data
- 2D seismic shoot to commence in September 2007
- Two wells anticipated early in 2008
•Namibia
- Very large structures identified from seismic
- One structure coincident with strong gas indications
- Farm out discussions underway
Commenting on the results, Peter Kingston, Executive Chairman of Tower said:
'The evaluation programmes under way since the beginning of 2006 have yielded
very encouraging results in both Uganda and Namibia and the Board's optimism
about prospectivity in both Licences has steadily increased over the review
period. The success achieved by other operators in Uganda has raised awareness
of what promises to be an exciting new oil production province The year ahead
will see significant tangible development.'
For further information, please contact:
Tower Resources plc www.towerresources.co.uk
Peter Kingston, Executive Director 01985 211780
Blue Oar Securities*
Olly Cairns 020 7448 4400
Aquila Financial Limited www.aquila-financial.com
Peter Reilly 020 7202 2600
Yvonne Fraser
*Blue Oar Securities was formerly Corporate Synergy Plc and acts as Nominated
Advisor and Broker for the Company.
Tower Resources plc
Chairman's Statement
Your Company has made steady progress with its operations in Uganda and Namibia
during 2006, continuing into this year to the point where seismic surveys are
expected to take place for each venture before the end of 2007. Preparations are
also underway to drill two wells in Uganda Block EA5 as early as possible in
2008. The evaluation programmes under way since the beginning of 2006 have
yielded very encouraging results in both Uganda and Namibia and the Board's
optimism about prospectivity in both Licences has steadily increased over the
review period.
The success achieved by other operators in Uganda has raised awareness of what
promises to be an exciting new oil production province. These existing
discoveries lie in the southern area of the sedimentary basin but the
exploration focus is moving northwards towards the Tower Licence. Active seismic
acquisition is being undertaken by Tullow and Heritage to the north of Block 2
and in Block 1 no more than 50-100 kms from Tower's area of interest in Block 5.
The past year has involved patient assessment of prospectivity - the next year
will see excitement build culminating in the first exploration well.
In Namibia, detailed discussions are underway with a farm-in partner. However,
because of local sea conditions which have delayed 2-D seismic, and the possible
need for 3D seismic acquisition, the overall seismic programme will be over a
longer period than in Uganda. Two years or more may be necessary to complete the
seismic programmes before a first exploration well is drilled in Namibia.
Notwithstanding that, the detailed seismic processing and interpretation that is
now complete has revealed some very large structures coincident with strong
indications of natural gas. Though the risk remains fairly high, success would
be highly rewarding. The Board is excited that the prospectivity of the Namibia
acreage has been significantly upgraded as a consequence of the evaluation
programme.
Financial Highlights
Operating loss over the reporting period from 1 July 2005 to 31 December 2006
was £580,000. Capital expenditure was £720,000 being principally the capitalised
expenditure on exploration studies. Cash balances at year end were £1,254,000
and this has increased to £2,343,601 at the end of March after the introduction
of £1,425,000 of new equity in the first quarter. £140,000, being the balance of
the investment from Agile, is due at the end of April 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 2007.
Operations Summary to end 2006
Uganda
Comprehensive evaluation of gravity and magnetic data gave encouragement that
there were sufficient sediments at sufficient depth, to generate commercial
quantities of hydrocarbons. The total contained basin area was shown to be at
least 1100 - 1200 sq kms, equivalent to more than 5 complete North Sea Blocks.
Extension of the proven rift basins at the southern end of Lake Albert
northwards into EA5 was confirmed, albeit at a shallower depth than Block 2.
Geochemical assessment has confirmed the likelihood that hydrocarbons could have
been generated in significant quantities. The largest structural features
identified by the gravity interpretation are of significant size, each up to 35
sq km in total area.
Namibia
Approximately 10,000 kms of seismic line length was purchased from TGS-Nopec,
covering most of the 23,000 sq km Licence area, some of it in reasonably close
spacing. The initial interpretation showed multiple structures, coincident with
or adjacent to a large deep basin, mostly represented by moderate sized fault
traps, but three very large structures were present, adjacent to the deepest
part of the basin. Several of the basinal fault trap structures also showed
indications of hydrocarbons.
Geochemical studies indicated that four potential source rocks could be mature
for generation of hydrocarbons; the two deepest of which being likely to have
significant areas at peak maturity. A surface seep detection survey yielded
ambiguous results but gave some support for light liquid hydrocarbon seeps in a
couple of places.
Since year-end and looking forward
Uganda
Work in 2007 has largely been directed at planning for the seismic programme now
due to begin shooting in early September. A geological field trip has just been
completed, in conjunction with an evaluation of land satellite information.
Valuable information was gathered but no obvious surface seeps of oil were
encountered, despite information from local communities of oil on the River
Nile. A further programme will be undertaken later in the year to investigate
some areas of interest in more detail.
The highlight of this year in Uganda was the discovery by Heritage of oil under
Lake Albert at significantly greater depth than earlier discoveries, within
closure of a very large structure. Reservoir sands were of high quality and
comparatively thick.
Namibia
The main focus of evaluation to date in 2007 has been the reprocessing of a
small number of key seismic lines and reinterpretation using Amplitude
Variations with Offset (AVO) analysis, which gives an enhanced assessment for
the presence of hydrocarbons, particularly natural gas. This analysis has
heightened the evidence to support natural gas presence, particularly in the
northern area of the Licence. The most interesting result was the strong
evidence of gas coincident with the largest known structure and future
evaluations will be focused on this prospect. AVO analysis of seismic lines
through two previous dry holes on the Licence showed little evidence of gas in
the area of drilling and this is also encouraging.
It is now unlikely that the seismic commitment programme can be started before
the onset of the annual period when weather conditions are not suitable for
seismic acquisition. Plans are being made to record at the earliest opportunity,
which will likely be in November of this year. The seismic programme is being
designed to optimise the quality of AVO analysis.
Corporate Outlook
The next year should be exciting for exploration in Uganda, with a well
programme being planned. As operations have become more advanced, the need to
meet the commitments as operator has required the input of more manpower
resources. Russell Langusch was no longer able to meet the growing demands as
the executive director and I have assumed the role of Executive Chairman to
direct activities going forward. Russell's assistance in launching the company
and taking it forward during the early months was invaluable and the Board
thanks him for his contribution. His place on the Board has been taken by Jeremy
Asher who has also committed just over £1 million of new investment. He has
assumed the role of Audit Committee Chairman. His contribution to the Company
has already been significant and I extend him a warm welcome to the Board.
In the context of Uganda operations, the intention is now to put in place a
local administration in Kampala with a full-time general manager and suitable
support staff. Operations and logistical resources will be established with
maximum use of local suppliers. An environmental impact assessment has been
prepared and submitted to the Uganda Government for approval prior to the
seismic programme. Community liaison activities have already begun and will be
an important element of local activities. A Health and Safety Management System
has been prepared and details are being finalised.
Significant operations in Namibia will be slower to unfold but the scale of the
potential will support significant value for the Company. It is a priority to
farm out this Licence to a financially strong partner, who would undoubtedly
become the operator. Current prospects for farming out are encouraging with
detailed discussions underway with a potential partner.
Tower has now evolved from being a new Licence holder to being a seismic and
soon to be drilling operator. Tower will soon have the capacity to review and
manage other opportunities, probably in Africa, to maintain the current focus,
although the emphasis will be on a small number of good quality prospects rather
than a large portfolio. The year ahead will see significant tangible
development. Thank you for your ongoing support.
Peter Kingston
Chairman
3 May 2007
GROUP INCOME STATEMENT
FOR THE 18 MONTHS ENDED 31 DECEMBER 2006
18 months ended 7 months ended
31 December 30 June
2006 2005
Continuing operations
Group revenue - -
Cost of sales - -
------------ ----------
Gross profit - -
------------ ----------
Administrative expenses before
charge for share-based payments (490,872) (168,938)
Share-based payments (89,250) -
------------ ----------
Total administrative expenses (580,122) (168,938)
------------ ----------
Group operating loss (580,122) (168,938)
Finance income 66,226 11,350
------------ ----------
Loss before taxation (513,896) (157,588)
Taxation - -
------------ ----------
Loss for the period (513,896) (157,588)
------------ ----------
Attributable to:
Equity holders of the Company (513,896) (157,588)
------------ ----------
Loss per share (pence)
Basic (0.15) p (0.14) p
Diluted (0.15) p (0.14) p
The results shown above relate entirely to continuing operations
GROUP AND COMPANY STATEMENTS OF CHANGES IN EQUITY
FOR THE 18 MONTHS ENDED 31 DECEMBER 2006
Share Share Share-based Retained Total
Capital Premium payments Losses Equity
reserve
£ £ £ £ £
Group
Period ended 30 June 2005
Share 125,000 585,000 - - 710,000
issues
Net loss
for 2005 - - - (157,588) (157,588)
------- ------- ----------- ------- -------
Balance at
30 June
2005 125,000 585,000 - (157,588) 552,412
------- ------- ----------- ------- -------
Period ended 31 December 2006
Balance at
1July
2005 125,000 585,000 - (157,588) 552,412
Share
issues 333,333 5,547,159 - - 5,880,492
Net loss
for 2006 - - 89,250 (513,896) (424,646)
------- -------- ----------- ------- --------
Balance at
31 December
2006 458,333 6,132,159 89,250 (671,484) 6,008,258
------- -------- ----------- ------- --------
Company
Period ended 30 June 2005
Share 125,000 585,000 - - 710,000
issues
Net loss
for 2005 - - - (157,588) (157,588)
------- -------- ----------- ------- --------
Balance at
30 June
2005 125,000 585,000 - (157,588) 552,412
------- -------- ----------- ------- --------
Period ended 31 December 2006
Balance at
1 July
2005 125,000 585,000 - (157,588) 552,412
Share
issues 333,333 5,547,159 - - 5,880,492
Net loss
for 2006 - - 89,250 (500,167) (410,917)
------- -------- ----------- ------- --------
Balance at
31 December
2006 458,333 6,132,159 89,250 (657,755) 6,021,987
------- -------- ----------- ------- --------
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2006
1 December 30 June
2006 2005
£ £
ASSETS
Non-Current Assets
Plant and equipment 1,889 -
Goodwill 4,018,795 -
Intangible exploration and
evaluation assets 773,450 -
------------ ----------
4,794,134 -
------------ ----------
Current Assets
Trade and other receivables 28,135 -
Cash and cash equivalents 1,254,122 552,412
------------ ----------
1,282,257 552,412
------------ ----------
Total Assets 6,076,391 552,412
------------ ----------
LIABILITIES
Current Liabilities
Trade and other payables 68,133 -
------------ ----------
Total Liabilities 68,133 -
------------ ----------
Net Assets 6,008,258 552,412
------------ ----------
EQUITY
Capital and Reserves
Share capital 458,333 125,000
Share premium account 6,132,159 585,000
Share-based payments reserve 89,250 -
Retained losses (671,484) (157,588)
------------ ----------
Shareholders' Equity 6,008,258 552,412
------------ ----------
The financial statements were approved by the Board of Directors on 2 May 2007
and singed on its behalf by:
Peter Kingston
Chairman
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2006
31 December 30 June
2006 2005
£ £
ASSETS
Non-Current Assets
Plant and equipment 1,889 -
Loan to subsidiary undertakings 803,812 -
Investment in subsidiary
undertakings 4,080,965 -
------------ ----------
4,886,666 -
------------ ----------
Current Assets
Receivables 28,135 -
Cash and cash equivalents 1,174,321 552,412
------------ ----------
1,202,456 552,412
------------ ----------
Total Assets 6,089,122 552,412
------------ ----------
LIABILITIES
Current Liabilities
Trade and other payables 67,135 -
------------ ----------
Total Liabilities 67,135 -
------------ ----------
Net Assets 6,021,987 552,412
------------ ----------
EQUITY
Capital and Reserves
Share capital 458,333 125,000
Share premium account 6,132,159 585,000
Share-based payments reserve 89,250 -
Retained losses (657,755) (157,588)
------------ ----------
Shareholders' Equity 6,021,987 552,412
------------ ----------
The financial statements were approved by the Board of Directors on 2 May 2007
and singed on its behalf by:
Peter Kingston
Chairman
GROUP CASH FLOW STATEMENT
FOR THE 18 MONTHS ENDED 31 DECEMBER 2006
18 months ended 7 months ended
31 December 30 June
2006 2005
£ £
Operating activities
Group operating loss (580,122) (168,938)
Adjustments for items not requiring an outlay of funds:
- Depreciation of plant and equipment 426 -
- Share-based payments charge 89,250 -
------------- -----------
Operating loss before changes in working capital (490,446) (168,938)
Increase in receivables and prepayments (26,251) -
Increase in trade and other payables 44,493 -
------------- -----------
Cash used in operations (472,204) (168,938)
Interest received 66,226 11,350
------------- -----------
Net cash used in operating activities (405,978) (157,588)
------------- -----------
Investing activities
Funds used in exploration and evaluation (716,801) -
Payments to purchase plant and equipment (2,315) -
Costs of acquiring subsidiaries (80,965) -
Cash acquired with subsidiary undertakings 27,277 -
------------- -----------
Net cash used in investing activities (772,804) -
------------- -----------
Financing activities
Cash proceeds from issue of shares 2,000,000 710,000
Share issue costs (119,508) -
------------- -----------
Net cash from financing activities 1,880,492 710,000
------------- -----------
Increase in cash and cash equivalents 701,710 552,412
Cash and cash equivalents at beginning of period 552,412 -
------------- -----------
Cash and cash equivalents at end of period 1,254,122 552,412
------------- -----------
COMPANY CASH FLOW STATEMENT
FOR THE 18 MONTHS ENDED 31 DECEMBER 2006
18 months ended 7 months ended
31 December 30 June
2006 2005
£ £
Operating activities
Operating loss (563,710) (168,938)
Adjustments for items not requiring an outlay of funds:
- Depreciation of plant and equipment 426 -
- Share-based payments charge 89,250 -
------------- -----------
Operating loss before changes in working capital (474,034) (168,938)
Increase in receivables and prepayments (28,135) -
Increase in trade and other payables 67,135 -
------------- -----------
Cash used in operations (435,034) (168,938)
Interest received 63,543 11,350
------------- -----------
Net cash used in operating activities (371,491) (157,588)
------------- -----------
Investing activities
Payments to purchase plant and equipment (2,315) -
Costs of acquiring subsidiaries (80,965) -
Loan granted to subsidiaries (803,812) -
------------- -----------
Net cash used in investing activities (887,092) -
------------- -----------
Financing activities
Cash proceeds from issue of shares 2,000,000 710,000
Share issue costs (119,508) -
------------- -----------
Net cash from financing activities 1,880,492 710,000
------------- -----------
Increase in cash and cash equivalents 621,909 552,412
Cash and cash equivalents at beginning of period 552,412 -
------------- -----------
Cash and cash equivalents at end of period 1,174,321 552,412
------------- -----------
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTHS ENDED 31 DECEMBER 2006
1. Specific accounting policies
1.1 Basis of preparation
The financial statements 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 Parent Company's financial statements have also been
prepared in accordance with IFRS and the Companies Act 1985.
Although the Group is not yet required to prepare its financial statements under
IFRS's the directors have decided to adopt IFRS's early.
1.2 Going concern
During the period ended 31 December 2006 the Group made a loss of £513,896 (2005
- £157,588). At the balance sheet date the Group had net assets of £6,008,258
(2005 - £552,412) and its current assets exceeded its current liabilities by
£1,214,124 (2005 - £552,412). As set out in note 14 below, the Group has
expected exploration expenditure commitments of £4,586,000 due within one year
from the balance sheet date and a further £962,000 due between one and two
years.
The operation of the Group is currently being financed from the funds which the
Company raised from private and public placings of its shares. As stated in the
Directors' report, the Group is currently seeking to farm out its Namibian
license to a financially strong partner who can become the operator of that
license. In the absence of finding a suitable farm out partner, the Company will
have to raise additional equity funds in order to meet the exploration
expenditure commitments of its two licenses.
The Directors believe that the Group will either be able to find a suitable farm
out partner in the near future or be able to raise necessary funds later this
year for it to be able to meet its license commitments. Accordingly, the
Directors are satisfied that the going concern basis remains appropriate for the
preparation of these financial statements.
2. Loss per share
The basic loss per ordinary share has been calculated using the loss for the
financial year of £513,896 (2005: £157,588) and the weighted average number of
ordinary shares in issue of 337,507,589 (2005: 112,922,705).
The diluted loss per share has been calculated using a weighted average number
of shares in issue and to be issued of 338,718,970 (2005: 112,922,705). The
diluted loss per share has been kept the same as the basic loss per share as the
conversion of share options decreases the basic loss per share, thus being
anti-dilutive.
3. Events after the balance sheet date
Subsequent to 31 December 2006, the Company allotted 71,320,000 ordinary shares
of 0.1p each, raising new equity of £1,425,000 in cash.
4. The financial information set out above does not comprise full accounts as
defined in the Companies Act 1985. Full accounts will be sent to shareholders
before 11 May 2007 and will be available on the company's web site at
www.towerresources.co.uk.
5. No dividend is proposed in respect of the period.
6. The annual general meeting of the company will take place at 30 Farringdon
Street, London, EC4A 4HJ on 6 June 2007 at 11.00am .
This information is provided by RNS
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