NJOM-3 - neue Bohrung

5 October 2026

Tower Resources plc

(“Tower” or the “Company”)

Cameroon Update: Receipt of extension document from MINMIDT

Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on Africa, is pleased to announce that its wholly owned subsidiary, Tower Resources Cameroon SA (“TRCSA”), has received formal documentation from the Ministry of Mines, Industry and Technological Development (“MINMIDT”) of the extension to the initial exploration period for its Thali license in Cameroon.

The initial exploration period of the Thali license has now been extended by a further year to 2 October 2027.

The next steps are intended to be the formal approval by MINMIDT and subsequent completion of the previously announced farm-out of a 42.5% interest in the Thali license to Prime Global Energies Limited (“Prime”). As previously disclosed, this farm-out has already received the approval of the President of the Republic of Cameroon, which has been conveyed through the Prime Minister’s office to the Société Nationale des Hydrocarbures and MINMIDT. Whilst the Company cannot be specific about timing, it hopes that these steps will be completed shortly.

TRCSA will now move forward towards conclusion of a rig contract to drill the NJOM-3 well on the Njonji structure within the Thali block, with a target spud date in the second quarter of 2027, in parallel with the completion of the farm-out. This well aims to test both the existing reservoirs encountered by the previous discovery wells drilled on the structure, and also additional reservoirs, the presence of which is indicated on the 3D seismic data but not yet confirmed by drilling.

If the NJOM-3 well confirms current expectations, then TRCSA plans to suspend the well and to return in 2028 to drill further production wells, in order to commence production with multiple wells simultaneously through a mobile oil production unit (“MOPU”).

Tower Resources Chairman & CEO, Jeremy Asher, commented:

“We are very happy to share this long-awaited news with shareholders. In addition to recognising the effort of TRCSA’s Managing Director, M Dairou, in steering our file through the various stages of approval, I wish to offer my personal thanks, as well as the Company’s thanks, to the President and Prime Minister of the Republic of Cameroon and their staff, including, in particular, the President’s Director of Civil Cabinet, and also the Minister of Mines, Industry and Technological Development, and our friends at the Societé Nationale des Hydrocarbures and the British High Commissioner in Cameroon, for their support through this process.

“We are looking forward to completing the final stage of the initial exploration period work programme, together with our partner Prime once the farm-out is completed, and my colleagues and I are very grateful both to Prime and to our shareholders for their patience and support up to this point.”

Market Abuse Regulation (MAR) Disclosure

Antwort auf texas2 18.11.25 08:39:31 Uhr

Tower Resources has received presidential approval for the proposed transfer of a 42.5% interest in Cameroon’s offshore Thali oil licence to Prime Global Energies,

a transaction that is expected to bring USD 15 million in funding to the project.

The USD 15 million commitment, equivalent to approximately CFA8.65 billion, is intended to finance the Thali licence’s work programme, with a major portion expected to support the NJOM-3 appraisal well. Importantly, the CFA8.65 billion is not a purchase price or cash payment to Tower Resources for the stake. Rather, it represents the investment Prime Global Energies has committed to make in the Cameroon project. The CFA franc equivalent is based on the European Central Bank’s September 28, 2026 reference exchange rate of €1 to USD 1.1378, together with the CFA franc’s fixed exchange rate of CFA655.957 to €1.

Although Tower Resources has announced that the transfer has received presidential approval, the farm-out transaction has not yet formally closed. In its interim results published on September 28, the UK-listed company said it had received a copy of the presidency’s letter concerning the transaction. The letter was addressed to the Prime Minister’s Office, the Ministry of Mines, Industry and Technological Development (Minmidt), and Cameroon’s National Hydrocarbons Corporation (SNH).

The next steps remain with the relevant government authorities. Minmidt is preparing an order to extend the initial exploration period of the Thali licence, as well as the formal documentation approving the transfer of Tower’s 42.5% interest to Prime Global Energies. Tower said the transaction will only be completed once it receives the duly executed government documents. As a result, there is currently no confirmed closing date.

Once completed, Prime Global Energies will become a non-operating partner in the Thali project, while Tower Resources’ Cameroon subsidiary will continue to operate the licence. Prime Global Energies is a UK-registered company involved in oil and gas extraction. The company was previously known as Prime Pakistan Limited until December 2024 and, before that, operated as Eni Pakistan Limited.

The principal purpose of Prime Global Energies’ investment is to fund NJOM-3, the next appraisal well planned for the Thali licence. Tower Resources now expects drilling to begin early in the second quarter of 2027, meaning the programme is currently targeted for April or shortly thereafter. Tower Chairman and Chief Executive Officer Jeremy Asher said the company currently expects drilling to begin early in the second quarter, although a first-quarter start has not been completely ruled out. For planning and forecasting purposes, however, Tower is now using the second quarter of 2027 as its expected drilling window.

Tower Resources

Tower has announced a subscription of 1,000,000,000 ordinary shares of 0.001p each at a price of 0.028p per Subscription Share, being at a discount of less than 5% to the closing bid price of the Company’s shares on 14 November 2025.

The Subscription is being made to fund working capital and is a follow-on to the previous subscription of £550,000 announced on 17 October, 2025 in response to further investor demand following that subscription.

The Company has agreed to issue the broker, Axis Capital Markets Limited, warrants covering 25,000,000 new ordinary shares for arranging the Subscription. The period of the Broker Warrants will be three years at a strike price of 0.056p per share (representing a premium of 100% to the Subscription Price).

Share Capital following the Subscription

The Subscription Shares will rank pari passu with the Company’s existing shares. Application has been made for the Subscription Shares to be admitted to trading on AIM and it is expected that Admission of the Subscription Shares will become effective and that dealings will commence at 8.00 a.m. on or around 28 November 2025.

Following admission of the Subscription Shares, the Company’s enlarged issued share capital will comprise 32,279,995,707 Ordinary Shares of 0.001p each with voting rights in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

Warrants and Options in Issue

Following the issue of the Broker Warrants, the total number of warrants in issue is 1,641,942,411 equating to 4.4% of the Company’s enlarged share capital assuming full exercise of all warrants, options and restricted shares.

Tower Resources Chairman & CEO, Jeremy Asher, commented:

“The government in Cameroon is getting back to work following the recent Presidential election, which resulted in a historic eighth term in office for President Paul Biya, who has already indicated his support for our Thali project, with our Managing Director in Cameroon attending his recent inauguration. I will be visiting Cameroon again this week to oversee the progress on our documentation, and to hear at first hand the government’s plans to stimulate further investment in our sector. In the meantime, our brokers have advised us over the past couple of weeks of further demand from investors following on from the small subscription we undertook last month. In the circumstances, we felt it was prudent to accept these further funds and bolster our working capital position as we move forward with our various work programmes.“

Like London buses, raises from Tower arrive regularly, the good news here is twofold, that it appears to have been driven by hungry investors and that the discount shows that, at 5% Jeremy has done it again.

Add to that that the brokers have again taken their wad via 25 bars of warrants, exercisable over three years at a strike price of 0.056p per share, a handy 100% premium to the strike price.

The news that President Biya has been re-elected is good and the hope is that the progress in the paperwork can now be expedited after the recent massive delays and that his support for the Thali project can be drilled into the bureaucrats handling the paperwork. Let’s hope that all this means that it will go ahead early next year, patient shareholders deserve it…

https://www.malcysblog.com/2025/11/oil-price-gulf-keystone-p…

Prime Energies Global Limited (Pakistan) sind nicht wie OilLR Pty Ltd (Australien) und Beluga Limited (Nigeria), die ihre Farmout-Verpflichtungen für Kamerun nicht erfüllen konnten, als Tower Resources im Jahr 2020 an OilLR Pty und 2022 an Beluga Limited ein Farmout vornahm. Ich glaube, sie hatten nicht die finanziellen Mittel, um sich zu Bohrungen zu verpflichten. Es schien, als hätte Tower keine angemessene Due Diligence durchgeführt.

Prime Energies Global Limited scheint sehr kapitalkräftig zu sein, und es sieht so aus, als hätte Tower Resources dieses Mal eine ordentliche Due Diligence durchgeführt, bevor es sich zu dem Farmout verpflichtet hat.

Im Grunde sind die Australier und Nigerianer für die Zerstörung des Aktienkurses von Tower Resources verantwortlich, bzw. wäre J Asher dafür verantwortlich zu machen , dass er sie ausgewählt hat.

das wäre ein wichtiger schritt:

10 June 2025



Tower Resources plc

("Tower" or the "Company")

Letter of Award for Rig Contract in Cameroon



Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on Africa, is pleased to announce that its subsidiary, Tower Resources Cameroon SA ("TRCSA"), has issued a Letter of Award to Advanced Energy Systems S.A.E ("ADES"), an affiliate of ADES Holding, 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 in Q4 2025.

The Admarine 510, a GustoMSC CJ-46-X100-D triangular design three-legged jackup unit, built in 2019, and capable of operating in water depth up to 375 ft, is just completing its five-yearly recertification project in Bahrain. The rig has also recently been awarded a contract with Addax Petroleum for operations in Cameroon, to commence in late 2025, and it is intended that the rig will drill the NJOM-3 well for Tower before beginning operations with Addax Petroleum.

The commercial terms of the ADES proposal to TRCSA are confidential, but the fact that the Admarine 510 was already committed to move to Cameroon for other operators has facilitated the discussions with the rig owner and resulted in more favourable terms than the owner could have offered otherwise. The terms are well in line with the Company's previous projections and compare very favourably to offers received from other rig owners earlier this year and last year.

The Letter of Award is subject to contract and usual conditions precedent, including receipt of Government approvals in Cameroon and completion of TRCSA's farm-out to Prime Global Energies Limited as announced on 10 January 2025.



Tower Resources Chairman & CEO, Jeremy Asher, commented:

"We are delighted to make this award, and are looking forward to working with ADES on the NJOM-3 well this year. Our rig selection process has been made a little more complex by the opportunity to coordinate our timing with that of other nearby oil and gas companies, including Addax Petroleum in particular, however I believe it has resulted in a very good commercial outcome for all parties."



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.

https://theextractormagazine.com/2025/03/07/tower-resources-…

Tower Resources acquires ZM Fourteen’s 5% in PEL 96 in the Walvis Basin
by Editor March 7, 2025 in Oil & Gas

Tower Resources acquires ZM Fourteen’s 5% in PEL 96 in the Walvis Basin

Tower Resources has, through its subsidiary, Tower Resources (Namibia) Limited, acquired an additional 5% interest in the PEL 96 license offshore Namibia for US$375.000 from its local partner, ZM Fourteen Investment (Pty) Ltd.

PEL 96 is in Blocks 1910A, 1911 and 1912B, covering 23,297 km² of the northern Walvis Basin and Dolphin Graben.

Tower Resources (Namibia) Limited signed a Petroleum Agreement covering an 80% operated interest over the blocks in November 2018 with an initial exploration period of four years.

The mines ministry invited Tower Resources (Namibia) Limited to apply for the First Renewal Period for 2 to 3 years, as announced by the company on 2 August 2024.

The 5% is half of ZM’s current 10% interest in the license.

ZM’s remaining 5% interest will be fully carried through to production.

Tower Resources Namibia Limited’s stake in PEL 96 is now 60% after the company farmed out 25% to Prime Global Energies Limited in January 2025 for US$US$2,5 million.

Namcor has a 10% carried interest.

Tower Resources Namibia Limited has already funded all the expenses associated with ZM’s interest, so no further reimbursement of past costs is due.

Completion of the purchase is subject to usual conditions precedent, identical to those in the farm-out agreement Tower Resources Namibia Limited concluded with Prime Global Energies Limited, including Namibian government approvals and consent of the other partners in the PEL96 license.

The two transactions are expected to be completed at or about the same time, as both are subject to similar government consents.

ZM has also confirmed its consent to the Tower Resources Namibia Limited-Prime farm-out agreement. Tower Resources expects to fund this acquisition on behalf of Tower Resources Namibia Limited using a portion of the substantial cash it is due to receive from the farm-out completion.

The next step in the approval process in Namibia is to provide details of both the Tower Resources Namibia Limited-Prime farm-out agreement and this latest Tower Resources Namibia Limited-ZM agreement to Namcor, to seek Namcor’s consent to both transactions, after which the full package of documents and consents will be forwarded to the Ministry of Mines and Energy for Ministerial approval. However, the Ministry knows both transactions and expects the formal documentation.

Tower still anticipates that the Tower Resources Namibia Limited-Prime farm-out agreement may be completed before the end of March.

Still, as previously explained, this depends on the approval processes, which involve several counterparties.

However, the company remains confident that the approvals will be provided, and that both the TRNL-Prime transaction and this latest Tower Resources Namibia Limited-ZM transaction will be completed as anticipated in the company’s announcement on 10 January 2025.

Tower Resources CEO Jeremy Asher says the acquisition of this small additional interest in the Namibian PEL96 from our local partner ZM.

Asher adds that this acquisition reflects their wish for ZM to move to a more sustainable fully-carried position, and also reflects faith in the value of the PEL96 license at the same time that we are bringing in a new partner to manage risk and share funding obligations.

“We are already working hard on the well planning in Cameroon, as we are confident about the approval process, and want to ensure we are ready to drill the NJOM-3 well in good time. Forward planning usually improves both time and budget performance. I look forward to keeping you updated with our further progress,” Asher says.

https://www.proactiveinvestors.co.uk/companies/news/1064655/…

Cashed-up Tower Resources is a rare small-cap opportunity
Published: 14:32 20 Jan 2025 GMT

Offshore oil rig
Tower Resources PLC (AIM:TRP) is now set apart from many of its small-cap peers, thanks to a deal announced in early January.

The farm-out deal was long in the waiting, as the company had been trying for a deal for several years, against a market backdrop that was far more challenging than when the process began.

In truth, many investors bar the most patient and faithful had likely written off the explorer’s chances of getting a deal done.

Tower will receive $4.38 million in cash from new partner Prime Global Energies, a UK company with substantial producing assets in Pakistan, which is also committed to around $15 million of investment in Tower’s flagship assets, once the transaction is completed.

With a deal now in place and an injection of funds on the way, Tower and its team led by chairman and CEO Jeremy Asher is starting 2025 with two things going for it that most other small-cap oil and gas firms do not – an active, fully-funded well happening this year, and sufficient capital that it can focus on its assets without issuing new shares.

Some uncertainties remain
Tower boss Asher is confident that the explorer will achieve its plan, to drill the NJOM-3 well, on the Njonji discovery, in Cameroon, on target later this year.

Success with the well will kick off a field development project, ultimately delivering cashflows and revenue, but as Asher explains, a few regulatory boxes need to be ticked before a rig contract can be signed, and a timeline is finalised.

Asher is upbeat about the well’s chances, with high confidence that the project will be commercially viable.

What the NJOM-3 well is intended to do is confirm some specificity over volumes. It will deliver the hard data to allow a more specified development and early production plan.

NJOM-3 follows up original discovery wells drilled by Total, over a decade ago, which were not at that time tested – moreover, subsequent analysis shows these wells were not optimally located nor did they access all possible reservoir zones in the area.

With up-to-date insights, based on its team's technical work, Tower intends to pin down a more definitive measure of the field’s potential.

Low risk, high potential
The field’s production potential could range from just a few thousand barrels per day, to several tens of thousands of barrels per day – but, in the relatively shallow waters where Njonji is based, even the lowest parts of the range will still hold commercial value for Tower. And there are many more prospective structures to explore once the Njonji structure is appraised and developed.

This may, perhaps, be the most appealing aspect of the project for investors.

The threshold for success is quite low, meanwhile, substantial potential remains for the well to significantly overdeliver.

NJOM-3 could be the first well in a multi-well campaign that would establish ‘early production’.

In this way, Asher describes it as a classic early production approach – in which the initial wells provide the basis for debt financing for a much larger eventual project.

First, however, the upcoming well must deliver reliable data to put the project on a path to commercialisation.

"If you look at the original CPRs for the Njonji discovery, we observe that there's a wide range of potential outcomes at the moment because Total never tested the reservoirs they encountered, and also even if they had, their two discovery wells for each of them were not in the optimal points.

"As a result, they didn't intersect all the reservoirs that appeared to be present on seismic. That's why there's a wide range of uncertainty over this development, which we hope the NJOM-3 well will largely resolve."

"If you look at that CPR, we've got a low-end estimate of a 1,000 barrels a day, a base case of 2,000 barrels a day, and a high end of only 2,500 a day. That is premised on the fact that there are wells nearby with initial production rates of three thousand barrels a day, but, generally there's significant decline rates to factor in as well. We're aware that we might find production volumes anywhere in those kind of ranges."

"As far as we can see, any of them can be economic against the current prices.

"Obviously, we'd much rather have higher volumes than lower volumes, but the most important thing of all is to know what you've got because if you know that it's 1,800 barrels a day, you can set up all the planning and budgeting and equipment accordingly and it would work out very nicely.

"You just don't want to oversize yourself for big volume and then actually find lower volumes."

Success can unlock non-dilutive financing
For Tower, the priority is to have a reliable number from the NJOM-3 tests that Asher and his team can then take to the bank, to secure debt financing for the rest of the wells needed to deliver the field into cash-generating early production.

"We do have numbers in mind, we've already shared them publicly. It's not a secret, but it's also not a secret that there's a wide range of possible rates, and that's why we're drilling this well in the way we're drilling.”

Tower now has a few weeks and months to clear off the remaining regulatory box-ticking in-country, secure a rig, and nail down a drilling schedule.

These will be the next catalysts for shareholders and new investors, if they are to be rewarded for their patience and Tower Resources delivers on what’s always been a high potential speculative investment

Antwort auf texas2 16.01.25 14:05:27 Uhr

Zitat von texas2: 25,33% der Firma gehören Jeremy Asher jetzt
https://uk.advfn.com/stock-market/london/tower-resources-TRP…

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https://www.investing.com/news/company-news/jeremy-asher-inc…
LONDON - Jeremy Asher, a significant investor, has crossed a notable threshold in his holdings with Tower Resources PLC, as detailed in a notification filed with the Financial Conduct Authority (FCA) today. The notification, which follows the standard TR-1 format, reveals that Asher's total voting rights in the oil and gas exploration company have reached 25.33% as of January 15, 2025.

The document specifies that Asher's position has changed due to an acquisition of voting rights, with the total number of voting rights attached to shares now standing at 7,357,739,463. It is important to note that this figure includes shares held directly as well as those held through Agile Energy Ltd and Pegasus Petroleum Ltd, which are owned by the Asher Family Trust. Jeremy Asher is identified as a lifetime beneficiary of this trust.

The increase in Asher's stake represents a significant shift from the previous notification, where he held 7.63% of the voting rights. This change in holdings places Asher in a more influential position within Tower Resources PLC, which has a total number of voting rights amounting to 29,044,691,475.

The notification does not indicate any acquisition or disposal of financial instruments that would affect the percentage of voting rights, and there is no mention of any other event changing the breakdown of voting rights.

This information, which was completed in London on January 15, 2025, provides a transparent view of the movements in share ownership and voting rights within Tower Resources PLC. It is based on a press release statement and is essential for investors and the market to understand changes in significant shareholdings within publicly traded companies.

As per regulatory requirements, the notification has been sent to the relevant issuer, Tower Resources PLC, and to the FCA. The London Stock Exchange (LON:LSEG)'s news service RNS, a recognized Primary Information Provider in the United Kingdom (TADAWUL:4280), has disseminated this information in accordance with applicable terms and conditions.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

25,33% der Firma gehören Jeremy Asher jetzt
https://uk.advfn.com/stock-market/london/tower-resources-TRP…

Antwort auf texas2 10.01.25 16:22:48 Uhr

Zitat von texas2: Oil and gas company Tower Resources (LON: TRP) has secured two farm-out agreements with Prime International for non-operated interests in Cameroon and Namibia. Tower Resources is expected to drill the NJOM-3 appraisal well in the second half, which could confirm the commerciality of the prospect. SP Angel has updated its share price target to 0.16p/share. The share price increased 24.3% to 0.046p.

https://www.malcysblog.com/2025/01/oil-price-tower-coro-afen…

Well, this has been a long time coming and like London buses, farm-out deals occasionally arrive together as these have today. Indeed, younger people than me will only ever have known Tower to be ‘about to farm-out’ its West Africa portfolio.

I have written about Tower and its indefatigable Chairman and CEO Jeremy Asher for as long as I can remember, my blogs which have been going for many years are littered with articles about Tower which almost always ran stories that said that said that a funding had taken place and that Mr Archer had put the money down himself.

There is not much to add to the statement above and that includes the Chairman’s statement, Prime are clearly their new besties having popped in for a bit of Cameroon and left with a bit of Namibia as well, the only surprise is that Jeremy didn’t fill them with some South African acreage too.

So, we are in a position where we can genuinely see a time when, particularly in Cameroon, a rig is chartered and a well spudded, maybe this year but a number of formalities have to be completed but it’s no longer a dream, more a time to mobilise and prepare for E, and of course P.

In conclusion, I think that these are good deals for Tower, I have some concerns that they believed the Cameroon Government when they say that they are right behind Cameroon gas to power because they have form there but all the rest is good so many congratulations to Jeremy Asher and his team. The deal means that NJOM-3 will be drilled, maybe even this year and the company get a leg up in Namibia, today Tower has grown up quite some.

Antwort auf texas2 10.01.25 14:13:49 Uhr

Oil and gas company Tower Resources (LON: TRP) has secured two farm-out agreements with Prime International for non-operated interests in Cameroon and Namibia. Tower Resources is expected to drill the NJOM-3 appraisal well in the second half, which could confirm the commerciality of the prospect. SP Angel has updated its share price target to 0.16p/share. The share price increased 24.3% to 0.046p.

In diesem Video Interview erklärt Mr. Jeremy Asher noch einmal 20 min lang den FarmIn Deal



Hat, wenn ich mich richtig erinnere, rund 5-7 Jahre gedauert bis TRP einen farmin Vertrag hinbekommen hat.

Tower Resources PLC (AIM:TRP) has inked a pair of farm-out deals, one in Cameroon and one in Namibia, with Prime Global Energies.

Prime will pay Tower £4.38 million in cash, and commits to invest $15 million in the drilling of the hotly anticipated NJOM-3 well, in Cameroon, this year.

It will also invest to advance the earlier stage exploration project in Namibia, where it will support seismic data reprocessing.

In exchange for the investments, Prime acquires a 42% interest in the Thala licence in Cameroon (which hosts NJOM) and 25% of the offshore Namibia licence (PEL96).

Tower chief executive Jeremy Asher described Prime as “a partner with substantial technical and financial resources and a track record of operational success”.

“We are very pleased to be working closely with them on these two highly valuable projects,” Jeremy Asher said.

"For our Thali license, the funding provided should enable Tower to drill the NJOM-3 commitment well, which will mark a significant milestone for the company.

“Whilst this has been our priority, we have also made great efforts over the past few years to understand better the huge prospectivity of the PEL96 license, offshore Namibia, and I'm very pleased that its potential has also been recognised through this additional agreement with Prime as a non-operating partner.”

Asher added: “"Our goal remains to achieve progress across the company's entire asset base and deliver value for all stakeholders, and the additional liquidity these transactions will generate, upon completion, should allow us to proceed with all our work programmes with greater confidence.”

He also told investors the Tower and Prime are keen to work together on further projects in Cameroon in the future.

Tower, meanwhile, noted changes to a prior deal with Pegasus Petroleum (a company in which Asher is a beneficial shareholder), to enable a more positive farm-out with Prime.

It means that there’ll be production-based payments equivalent to 10% of Prime's after-tax profit oil share from the Thali license, passed on to Pegasus. The investment agreement with Pegasus has been amended so that 50% of the proceeds will be used to buy new Tower shares.

https://www.proactiveinvestors.co.uk/companies/news/1064016/…

Tower Resources plc

("Tower" or the "Company")

Transformational Farm-out Agreements for Cameroon and Namibia Licenses



Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on Africa, is pleased to announce that it has executed two farm-out agreements and associated documentation with Prime Global Energies Limited ("Prime") for minority, non-operated interests in its Thali license, offshore Cameroon, and PEL96 offshore Namibia.



Through its wholly-owned subsidiary, Tower Resources Cameroon S.A. ("TRCSA"), the Company has agreed to farm-out a 42.5% non-operated interest in the Thali license to Prime in exchange for a US$15,000,000 cash contribution towards the Thali work programme and drilling of the NJOM-3 well in 2025, and further payments as set out below. In addition, via Tower Resources (Namibia) Limited, Prime has also agreed to farm-in to PEL96, offshore Namibia, for a 25% non-operated interest. As explained below, as part of these arrangements, Tower will also receive further payments including US$937,500 in cash immediately and a further US$3,437,500 cash on completion of the two farm-out agreements, for a total of US$4,375,000 in cash.



Completion of both farm-out agreements is expected to occur by the end of Q1 2025 subject to government, partner and regulatory consents.



Prime is a UK-incorporated company with more than three decades of upstream operational experience. In 2022, Prime's parent company, Prime International Oil and Gas Company Limited ("PIOGCL"), acquired the assets of ENI in Pakistan (which included the former interests of Lasmo in Pakistan) and is a substantial upstream company with significant technical resources and production from both operated and non-operated production in Pakistan.



Highlights

· Prime will acquire a 42.5% non-operated interest in the Thali license, in return for a US$15,000,000 contribution to the Thali work programme costs;

· Prime is also acquiring a 25% non-operated interest in PEL96, offshore Namibia, with Tower receiving US$2,500,000 cash on completion (of which US$1,875,000 will be held back pending completion of the Thali farmout as well as the PEL96 farmout);

· In recognition of existing production-based payment agreements in place with Pegasus Petroleum Limited ("Pegasus") on the Thali license, which Pegasus has agreed to modify in Prime and Tower's favour, Prime will commit 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 will be made to Tower upon the farm-out agreement execution; 50% to be paid to Pegasus and 50% to be retained by Tower;

o A further payment of US$1,875,000 to Tower 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 noted above.

· Therefore, in aggregate Tower will be in receipt of a total of US$4,375,000 in cash on completion of both the Thali and PEL96 farm-out agreements;

· 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.



Tower Resources Chairman & CEO, Jeremy Asher, commented:



"I am delighted to announce the execution of these transformational farm-out agreements for our Cameroon and Namibia licenses. In Prime, we have secured a partner with substantial technical and financial resources and a track record of operational success, and we are very pleased to be working closely with them on these two highly valuable projects.



"For our Thali license, the funding provided should enable Tower to drill the NJOM-3 commitment well, which will mark a significant milestone for the Company. Whilst this has been our priority, we have also made great efforts over the past few years to understand better the huge prospectivity of the PEL96 license, offshore Namibia, and I'm very pleased that its potential has also been recognised through this additional agreement with Prime as a non-operating partner.



"These negotiations required flexibility from all of us and, as a result, there have been some changes to the Pegasus Facility Agreement giving rise to the production-based payments already agreed in respect of the Thali farm-out. These payments were originally intended to be similar to those agreed in our earlier potential farm-out agreements, a portion of which were to be paid on to Pegasus as consideration for funding previously provided, but paid from the farm-out partner's share of production, so that Tower would incur no net cost. However, during these negotiations we agreed to amend the basis and reduce the amount of these payments in return for Tower retaining a larger participating interest in the license, alongside some cash payments to Tower and Pegasus at execution and completion. Pegasus will be using 50% of its share of these cash payments to subscribe for shares in Tower, half of which will be locked in for a year. Whilst this results in a significant increase in my beneficial shareholding in the Company due to my personal involvement in Pegasus, it achieves a similar purpose to the previous, more generous, production payment structure in that both are largely contingent on Thali's success, and it serves to further align my interests with those of my fellow-shareholders while also contributing significantly to the Company's current working capital position.



"Our goal remains to achieve progress across the Company's entire asset base and deliver value for all stakeholders, and the additional liquidity these transactions will generate, upon completion, should allow us to proceed with all our work programmes with greater confidence.



"Deals of this nature require complex negotiation, lengthy documentation, and are often strategic for our partners as well as for ourselves. That is especially so in this case, where we and Prime are also keen to work together on further projects in Cameroon in the future. But our whole team understands that this also requires patience and support from investors, so we would all like to acknowledge our appreciation for the trust and commitment demonstrated by so many of our valued shareholders whilst these conversations have been ongoing. We would also like to thank Mike Lakin of Envoi for introducing us to Prime last year. I look forward to keeping you updated with our further progress."



Cameroon Farm-out and Production Payments Deed



After receiving a detailed offer for the financing of the Thali license (see announcements dated 30 September 2024 and 16 October 2024), the Company has now executed a farm-out agreement with Prime whereby Prime will take a 42.5% non-operated interest in Thali, in return for a US$15,000,000 contribution to the work programme, including the drilling of the NJOM-3 well, which is already partly funded and other arrangements as summarised above and below.



The Thali participating interest being farmed out is subject to future production-based payments to the Company, a portion of which are committed to Pegasus (wholly owned by a trust of which the Company's CEO and Chairman is a lifetime beneficiary) pursuant to agreements made in 2019 arising from the working capital facility that Pegasus had provided to the Company at that time, and which it extended multiple times as announced on 4 March 2021 (the "Pegasus Facility Agreement"). These production-based payments were originally intended to be similar to those agreed and disclosed in the Company's earlier proposed farm-out agreements, a portion of which would then be paid on to Pegasus as per the Production Payment Agreements, but paid from the farm-out partner's share of production, so that it would not require payments from Tower.



However, during negotiations, Tower and Prime agreed to reduce the amount of these payments (covered by a separate Production Payments Deed from Prime to Tower) in return for retaining a larger participating interest in the license, alongside some cash payments to Tower (and also, in turn, to Pegasus) at execution and completion. Pegasus has agreed to use 50% of the cash payments (US$1,875,500) to subscribe for 5,650,483,681 Ordinary shares ("Pegasus Consideration Shares") which represents a price of 0.027 pence per share at the exchange rate at the time of the market close on 9 January 2025, being the price at which the most recent placing was completed as announced on 11 November 2024, but without any commissions or fees.



Pegasus has entered into a lock-in arrangement in respect of 50% of the shares for which it is subscribing for a period of 12 months from issue. It should be noted that to date neither Pegasus nor Mr Asher, the beneficial owner, has sold any of their shares in the Company.



The production-based payments to Tower will represent 10% of Prime's after-tax share of profit oil from Thali (thus, based on current participating interests, corresponding to 4.25% of the total profit oil). Tower will be passing the majority of those payments (approximately 88%, corresponding to 3.75% of the total profit oil) on to Pegasus, at no net cost to the Company.



Now that the farm-out agreement has been executed, Tower will receive payment of US$1,875,000 with 50% to be paid to Pegasus and 50% to be retained by Tower as set out above. Following completion of the farm-out for Thali, Tower will receive payment of a further US$1,875,000, of which, as with the payment on execution, 50% will be paid to Pegasus with Tower retaining the remaining 50%.



Completion of the farm-out transaction is expected by the end of Q1 2025 given that approvals from the Government of the Republic of Cameroon will be required.



Although multiple rigs are currently available to drill the NJOM-3 well in 2025, the exact timing of the well will now depend on the timing of the government approval for the Thali farm-out transaction, as well as government approval for an extension to the First Exploration Period from the current date of 4 February 2025. The well timing will therefore be dictated in large part by the sequence of feasible rig slots after completion, considering the normal lead times for mobilisation of equipment and personnel. The Company will provide shareholders with further details on the expected timing of the NJOM-3 well following completion of the farm-out transaction, although, as usual, the Company will not be able to comment in any detail on commercial negotiations in progress.



As part of wider funding arrangements and in addition to the financing provided by this Cameroon farm-out, Tower is in discussions with various African lending banks about medium-term facilities to support the Company in achieving early production from the Thali license.



The Company believes that the US$15,000,000 being raised from the farm-out transaction will be sufficient to meet the current NJOM-3 well commitment. Further testing, development and production costs beyond that US$15,000,000, to the extent not externally financed, will be met by the partners in the ratio of their participating interests.



Namibia Farm-out



Negotiations with Prime also resulted in their expressing interest in the Company's PEL96 license offshore Namibia. Subsequently, a farm-out agreement has been executed pursuant to which Prime will take a 25% non-operated interest in the PEL96 license (out of Tower's 80% interest), in return for US$2,500,000 aggregate cash at completion.



Completion of the farm-out will be subject to Namibian government approvals and the consent of the other partners in the PEL96 license (the National Petroleum Corporation of Namibia (Pty) Ltd, and our local partner ZM Fourteen (Pty) Ltd.) and is expected to occur by the end of Q1 2025.



These funds are not restricted as to use, and will further enable the Company to proceed with its various activities in relation to Namibia and elsewhere, including the evaluation of the large stratigraphic and structural leads and prospects across the license area, as announced on 2 August 2024. The Company is planning to reprocess the previously acquired 2D seismic data over large areas of the license, in order to achieve better data quality and a more detailed picture of the structures it wishes to explore further with new 3D seismic data acquisition. This reprocessing work will guide the final choice of the 3D seismic data acquisition area.



The budget for Tower's 2025 work programme, including this 2D reprocessing work, is approximately US$1,225,000, which has been approved by the existing PEL96 partners. This cost will now be shared with our new partners, subject to the relevant approvals and farm-out completion.



Further cooperation



As part of a separate letter agreement, Tower has committed to offer Prime the opportunity to participate in other future Tower projects in Cameroon, with Prime participating up to 42.5% depending on the project.



Pegasus Subscription pursuant to amended Pegasus Facility Agreement



Following the issue of the Pegasus Consideration Shares ("the Pegasus Subscription"), Jeremy Asher and Pegasus will be interested in shares as follows.



Pegasus and its Affiliates Holdings

Shareholding

Shareholding (%)

Shareholding upon exercise of total number of Options and Warrants held

% of Issued share capital upon exercise of Options and Warrants held

Current Holding

1,707,255,782

7.30%

3,472,706,930

12.81%

Holding following the Pegasus Subscription

7,357,739,463

25.33%

9,123,190,611

27.85%





Related Party Disclosures



Pegasus, due to its relationship to Jeremy Asher and existing shareholding, constitutes a Related Party of the Company in accordance with the AIM Rules for Companies.



Therefore, the amendment to the Pegasus Facility Agreement which gave rise to the Production Payment Agreement between the Company and Pegasus, along with the Pegasus Subscription (together the "Related Party Arrangements"), constitute related party transactions in accordance with AIM Rule 13. Accordingly, Paula Brancato, Stacey Kivel and Mark Enfield, being the Directors independent of the Related Party Arrangements, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the Related Party Arrangements are fair and reasonable insofar as the Company's shareholders are concerned.



Pegasus and Tower have agreed to establish a Relationship Agreement in order to govern the Company's future relationship with Pegasus given its larger shareholding in the Company. Further details are expected to be included in the Company's 2024 Annual Report when published.





Share Capital following Equity Issue to Pegasus Petroleum Limited



Application will be made for the 5,650,483,681 Pegasus Consideration Shares to be admitted to trading on AIM. It is expected that Admission of the Pegasus Consideration Shares will become effective and that dealings will commence at 8.00 a.m. on or around 15 January 2025.



Following admission of the Pegasus Consideration Shares, the Company's enlarged issued share capital will comprise 29,044,691,475 Ordinary Shares of 0.001p each with voting rights in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.





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

Jeremy Asher

Chairman & CEO

Andrew Matharu

VP - Corporate Affairs



[phone]

...............................................................

Cameroon/Namibia: Tower Resources announces transformational farm-out agreements for Cameroon and Namibia licenses

10 Jan 2025
Photo - see caption
Tower Resources, the AIM-listed oil and gas company focused on Africa, has executed two farm-out agreements and associated documentation with Prime Global Energies for minority, non-operated interests in its Thali license, offshore Cameroon, and PEL96 offshore Namibia.

Through its wholly-owned subsidiary, Tower Resources Cameroon S.A. ('TRCSA'), the Company has agreed to farm-out a 42.5% non-operated interest in the Thali license to Prime in exchange for a US$15,000,000 cash contribution towards the Thali work programme and drilling of the NJOM-3 well in 2025, and further payments as set out below. In addition, via Tower Resources (Namibia), Prime has also agreed to farm-in to PEL96, offshore Namibia, for a 25% non-operated interest. As explained below, as part of these arrangements, Tower will also receive further payments including US$937,500 in cash immediately and a further US$3,437,500 cash on completion of the two farm-out agreements, for a total of US$4,375,000 in cash.

Completion of both farm-out agreements is expected to occur by the end of Q1 2025 subject to government, partner and regulatory consents.

Prime is a UK-incorporated company with more than three decades of upstream operational experience. In 2022, Prime's parent company, Prime International Oil and Gas Company Limited ('PIOGCL'), acquired the assets of ENI in Pakistan (which included the former interests of Lasmo in Pakistan) and is a substantial upstream company with significant technical resources and production from both operated and non-operated production in Pakistan.

Highlights

Prime will acquire a 42.5% non-operated interest in the Thali license, in return for a US$15,000,000 contribution to the Thali work programme costs;
Prime is also acquiring a 25% non-operated interest in PEL96, offshore Namibia, with Tower receiving US$2,500,000 cash on completion (of which US$1,875,000 will be held back pending completion of the Thali farmout as well as the PEL96 farmout);
In recognition of existing production-based payment agreements in place with Pegasus Petroleum Limited ("Pegasus") on the Thali license, which Pegasus has agreed to modify in Prime and Tower's favour, Prime will commit 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:
A payment of US$1,875,000 will be made to Tower upon the farm-out agreement execution; 50% to be paid to Pegasus and 50% to be retained by Tower;
A further payment of US$1,875,000 to Tower on completion of the Thali farm-out; 50% to be paid to Pegasus and 50% to be retained by Tower;
The issue of 5,650,483,681 Ordinary shares in Tower to Pegasus in consideration of the cash retentions by Tower noted above.
Therefore, in aggregate Tower will be in receipt of a total of US$4,375,000 in cash on completion of both the Thali and PEL96 farm-out agreements;
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.
Tower Resources Chairman & CEO, Jeremy Asher, commented:

'I am delighted to announce the execution of these transformational farm-out agreements for our Cameroon and Namibia licenses. In Prime, we have secured a partner with substantial technical and financial resources and a track record of operational success, and we are very pleased to be working closely with them on these two highly valuable projects.

'For our Thali license, the funding provided should enable Tower to drill the NJOM-3 commitment well, which will mark a significant milestone for the Company. Whilst this has been our priority, we have also made great efforts over the past few years to understand better the huge prospectivity of the PEL96 license, offshore Namibia, and I'm very pleased that its potential has also been recognised through this additional agreement with Prime as a non-operating partner.

'These negotiations required flexibility from all of us and, as a result, there have been some changes to the Pegasus Facility Agreement giving rise to the production-based payments already agreed in respect of the Thali farm-out. These payments were originally intended to be similar to those agreed in our earlier potential farm-out agreements, a portion of which were to be paid on to Pegasus as consideration for funding previously provided, but paid from the farm-out partner's share of production, so that Tower would incur no net cost. However, during these negotiations we agreed to amend the basis and reduce the amount of these payments in return for Tower retaining a larger participating interest in the license, alongside some cash payments to Tower and Pegasus at execution and completion. Pegasus will be using 50% of its share of these cash payments to subscribe for shares in Tower, half of which will be locked in for a year. Whilst this results in a significant increase in my beneficial shareholding in the Company due to my personal involvement in Pegasus, it achieves a similar purpose to the previous, more generous, production payment structure in that both are largely contingent on Thali's success, and it serves to further align my interests with those of my fellow-shareholders while also contributing significantly to the Company's current working capital position.

'Our goal remains to achieve progress across the Company's entire asset base and deliver value for all stakeholders, and the additional liquidity these transactions will generate, upon completion, should allow us to proceed with all our work programmes with greater confidence.

'Deals of this nature require complex negotiation, lengthy documentation, and are often strategic for our partners as well as for ourselves. That is especially so in this case, where we and Prime are also keen to work together on further projects in Cameroon in the future. But our whole team understands that this also requires patience and support from investors, so we would all like to acknowledge our appreciation for the trust and commitment demonstrated by so many of our valued shareholders whilst these conversations have been ongoing. We would also like to thank Mike Lakin of Envoi for introducing us to Prime last year. I look forward to keeping you updated with our further progress.'

Click here for full announcement

Original announcement link

Source: Tower Resources

Antwort auf texas2 01.10.24 23:02:15 Uhr

Tower Resources PLC (AIM:TRP) is progressing with its proposed farm-out to an undisclosed potential partner and expects the deal will deliver more than $14 million for the planned well programme.

The NJOM-3 well programme, in Cameroon, which is already part-funded, is the primary focus of the deal and it promises to unlock the commercialisation of what is a cornerstone asset for Tower.

"We are very pleased with the progress of the farm-out process and look forward to finalising an agreement in the near future,” Tower chief executive Jeremy Asher said in a statement.

Since previous announcements, Tower said it has a more detailed funding proposal from the potential partner (described previously as “a substantial upstream company”).

Under the proposal, the partner would take a minority stake in the asset and Tower would remain the project’s operator.

Talks remain open with potential alternative partners.

Meanwhile, Tower is reviewing the current proposal and clarifying its terms where appropriate. It expects to work on detailed contracts with this partner, or one of the other parties, over the coming weeks.

Tower is also talking to African banks over separate financing arrangements to support the near-term plans to advance the NJOM asset and has today announced an equity placing to raise around £1.2 million.

It is selling 4.4 billion shares at a price of 0.027p per share, a discount of around 22% from yesterday’s closing price.

This injection of capital will support ongoing commitments and preparations for the NJOM-3 well, along with Tower's projects in Namibia and South Africa.

Jeremy Asher added: “Although the Thali farm-out is a key priority for us, we also want to move forward with our work programme in Namibia and we must ensure that we can also keep well planning on track while financing discussions are completed. This is a very exciting time for the company."

https://www.proactiveinvestors.co.uk/companies/news/1058426/…

https://www.upstreamonline.com/exploration/uk-junior-stock-p…

Kurs hat mit über 200% kurssprung auf diese Nachricht reagiert:

30 September 2024: Cameroon - farm-out proposal received

§ Receipt of a proposal to finance the NJOM-3 well via farm-out of a minority interest in the PSC to a substantial upstream company with existing production, which the Company is in the process of reviewing.

Antwort auf texas2 07.12.23 10:03:49 Uhr

https://www.proactiveinvestors.co.uk/companies/news/1036432/…
Tower Resources set for 2024 well as it inks hotly anticipated rig contract
Published: 08:14 18 Dec 2023 GMT
Written by: Jamie Ashcroft
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Tower Resources PLC
AIM:TRP
Tower Resources PLC - Tower Resources set for 2024 well as it inks hotly anticipated rig contract
Tower Resources PLC (AIM:TRP) today announces the signing of the rig contract for the NJOM-3 well, offshore Cameroon, marking a hotly anticipated project milestone.

The company and its investors can now look forward to drilling the key well in 2024, as pencilled in previously.

It has signed up the Norve jack-up rig expected to be available in Cameroon between April and August 2024. Subject to rig availability, Tower expects to spud NJOM-3 in either the second or third quarter of 2024.

Significantly, clarity of the drill schedule is expected to help advance farm-out talks into a conclusion – which in turn promises to deliver needed project funding.

Chief executive Jeremy Asher described it as “a significant step forward in the development of Tower’s Cameroon assets”.

“The Norve Rig was chosen both for its high specification and its anticipated window of availability,” Asher said in a statement.

"Our next steps will be to finalise the documentation of the Thali license extension with the Ministry of Mines, Industry and Technological Development (MINMIDT), and to move our farm-out discussions with multiple parties towards a conclusion, we hope during the first quarter of 2024.

“As we have explained in the past, our plan is to fund the well primarily with asset-level financing, and we still believe that is realistic.”

Tower, meanwhile, today raised an additional £600,000 of capital via share subscription supported by Asher, who put in £80,000.

“I have chosen to participate in this fundraising myself, as I have in several of our previous recent fundraisings, reflecting my personal commitment to this project and my confidence in its success," Asher added.

https://uk.advfn.com/stock-market/london/tower-resources-TRP…