Tower Resources, the AIM-listed oil and gas company focused on Africa, announces its preliminary results for the 12 months ended 31 December 2025.

Cameroon

• 7 March 2025 Tower Resources Cameroon S.A. submitted the TRCSA-Prime farm-out agreement documentation (see 'Corporate' section below) and the request for a year's further extension of the First Exploration Period of the Thali license to the Cameroon Minister of Mines, Industry and Technological Development for approvals.
• 10 June 2025 The Company issued a Letter of Award to Advanced Energy Systems S.A.E ("ADES") for the provision of a jack-up rig, proposed to be the Admarine 510, to drill the NJOM-3 well on Tower's Thali license in Cameroon.

Namibia

• 7 March 2025 Tower Resources (Namibia) Limited ("TRNL") agreed to purchase an additional 5% interest in the PEL96 license offshore Namibia from its local partner, ZM Fourteen Investment (Pty) Ltd, for a cash consideration on completion of US$375,000, subject to usual conditions and approvals.
• 17 June 2025 The Namibian Ministry of Industries, Mines and Energy ("MIME") wrote to the Company to confirm formally the previously advised entry into the First Renewal Period of the PEL96 license.

Corporate

10 January 2025 The Company, through its wholly-owned subsidiary, Tower Resources Cameroon S.A. ("TRCSA"), agreed to farm-out a 42.5% non-operated interest in the Thali license to Prime Global Energies Limited ("Prime"). Terms of the transaction included a US$15,000,000 cash contribution towards the Thali work programme and drilling of the NJOM-3 well in 2025. Additionally, via TRNL, Prime also agreed to farm-in to PEL96, offshore Namibia, for a 25% non-operated interest.

Highlights

• Prime to acquire a 42.5% non-operated interest in the Thali license, and to make a US$15,000,000 contribution to the Thali work programme costs;
• Prime also to acquire a 25% non-operated interest in PEL96, offshore Namibia, with TRNL to be reimbursed back costs at completion;
• In recognition of existing production-based payment agreements in place with Pegasus Petroleum Limited ("Pegasus") on the Thali license, which Pegasus agreed to modify in Prime and Tower's favour, Prime committed to production-based payments of 10% of Prime's after-tax share of profit oil from Thali to Tower, which will, in turn, be passing the majority of those payments on to Pegasus and also retaining a portion itself, as previously disclosed; other aspects of the transaction include;
• A payment of US$1,875,000 was made to Tower upon the farm-out agreement execution; 50% paid on by Tower to Pegasus and 50% retained by Tower;
• A further payment of US$1,875,000 to Tower to be made on completion of the Thali farm-out; 50% to be paid to Pegasus and 50% to be retained by Tower;
• The issue of 5,650,483,681 Ordinary shares in Tower to Pegasus in consideration of the cash retentions by Tower and the modification of the production-based payments to Pegasus noted above;
• A further payment of US$2,500,000 to Tower on completion of the Namibia farm-out (of which US$1,875,000 will be held back pending completion of the Thali farm-out as well as the Namibia farm-out);
• In aggregate Tower to receive a total of US$4,375,000 in cash on completion of both the Thali and PEL96 farm-out agreements;
• Agreement in principle for Tower and Prime to work together on other projects in Cameroon, with Prime participating up to 42.5% depending on the project.

22 January 2025 A broker to the Company exercised rights over 271,018,518 Ordinary shares comprised of 271,018,518 Warrants at an exercise price of 0.027p per share and at an exercise cost of £73,175.

26 March 2025 The Company agreed an unsecured fixed-price convertible bridge loan of £500,000 with Prime Resources Limited with a term of up to 12 months, and convertible into ordinary shares at a fixed conversion price of 0.05588 pence per share if not prepaid earlier. Prime Resources Limited is a Gibraltar-registered private investment company and is not related to the Company's prospective farm-in partner Prime Global Energies Limited.

9 April 2025 The Company made an annual award of 1,540,000,000 Restricted Shares to directors, employees and consultants under its Long Term Incentive Plan (LTIP).

1 July 2025 The Company expanded its Bridge Loan, announced on 26 March 2025, by £250,000, from £500,000 to £750,000. The other terms of the Bridge Loan remained unchanged.

1 September 2025 The Company expanded its Bridge Loan, announced on 26 March 2025 and 1 July 2025, by £250,000, from £750,000 to £1,000,000. The other terms of the Bridge Loan remained unchanged.

17 October 2025 Subscription to raise £550,000 through the issue of 1,964,285,714 new ordinary shares at a price of 0.028p per share. Axis Capital Markets Limited, the broker, awarded warrants over 49,107,143 new ordinary shares with a strike price of 0.056p per share, exercisable over three years.

17 November 2025 Subscription to raise £280,000 through the issue of 1,000,000,000 new ordinary shares at a price of 0.028p per share. Axis Capital Markets Limited, the broker, awarded warrants over 25,000,000 new ordinary shares with a strike price of 0.056p per share, exercisable over three years.

Post-Reporting Period Events

28 January 2026 Subscription to raise £375,000 through the issue of 1,704,545,454 new ordinary shares at a price of 0.022p per share. Axis Capital Markets Limited, the broker, awarded warrants over 42,613,363 new ordinary shares with a strike price of 0.044p per share, exercisable over three years.

16 March 2026 Subscription to raise £1,499,999 through the issue of 6,315,785,262 new ordinary shares at a price of 0.02375p per share, which was used inter alia to repay in full the Bridge Loan. Axis Capital Markets Limited, the broker, awarded warrants over 141,052,526 new ordinary shares with a strike price of 0.0475p per share, exercisable over three years.

Jeremy Asher, Chairman and Chief Executive:
"2025 and the first few months of 2026 have been a positive period for oil prices, and whilst we continue to await the approval of our farm-outs in both Cameroon and Namibia, which have taken longer than we would have liked, a considerable amount of work has been undertaken in the background in liaison with the various governmental departments concerned to ensure that once those approvals have been issued, Tower, alongside it's partner Prime Global Energies Limited ("Prime"), is as operationally ready as it can be to commence its work programmes, as we discuss further in our Operational Review.

The industry as a whole has seen considerable benefits from the higher oil price environment, albeit as a result of another distressing conflict in the Middle East. The conflict has reminded everyone of how delicate our global supply-demand balance is for both oil and gas, and also how important it is to diversify physical sources of supply. Even though we are not in a position to take advantage of the high prompt premiums being paid for current production, forward prices are also substantially higher than a year ago, with Brent crude oil trading in the area of $80 per barrel for 2027, compared to $60 per barrel a short time ago. We understand that many banks, analysts and larger oil companies are raising both their external and internal forecasts for forward Brent crude oil, and this, together with the greater levels of cash and equity in the industry, is also significantly improving asset values.

The continued hiatus in South Africa, pending the clarification of the environmental regulations and the likelihood of further related litigation, remains a concern and we and the operator continue to seek comfort on this from The Petroleum Authority of South Africa ("PASA"), while at the same time minimising our financial exposure as far as possible.

We realise that some shareholders would like to understand why approvals take so long, in both Cameroon and Namibia, especially when both we and our very patient partners Prime have been assured at various times that our requests for approval are supported at the highest levels of government. Every government has its own processes, but at the risk of stating the obvious, it is common for many individuals in different departments to review a file, to ensure a matter has been properly considered, that the decision-making process complies with different laws and regulations, and that the correct documents have been obtained and the resulting approvals are in the correct form.  Delays can therefore occur as a result of any individuals raising questions, waiting for answers from another department, or simply being unavailable.

In both Cameroon and Namibia the processes have been complicated by the Presidential elections in 2025.

The new President of Namibia, HE Dr Nandi-Ndaitwah, has instigated an overhaul of the Ministry of Mines, Industries and Energy ("MIME"), which is discussed in more detail in our Operational Review. We believe this reorganisation and expansion of staff will allow MIME and the Upstream Petroleum Unit in the office of the Presidency, which oversees MIME, to handle more effectively the greatly increased workload associated with the growth of the sector in the last couple of years, and the path to production. But it has also come at a cost in the short term, as the new organisation is formed and finds its feet.

In Cameroon, the incumbent President Biya was re-elected, but he took note of issues raised during the election campaign and has also promised a cabinet reshuffle and further changes to the management of state-owned companies. These proposed changes seem to have created a degree of short-term uncertainty which has affected the speed with which some matters are being handled.

None of these delays have affected our confidence in the assurances we and our partners have been given that we will receive the documentation of the approvals, both for the extension of the initial exploration period of the Thali license and our farm-out to Prime in Cameroon, and also our PEL96 farm-out to Prime in Namibia, in due course. We are in contact with the various departments of government in both countries almost daily, and also file regular reports with them as usual. And we have done our best to mitigate the impact on our work programmes, but some delay has sadly been unavoidable.

From an economic standpoint, delays cost money, even though our prospective long-term returns and asset valuations are improving. While we continue to keep our overheads low, the cost of maintaining readiness to drill is substantial and we have also been investing further in the well preparations themselves, notably the acquisition and delivery of the mud-line suspension system. The result is that our total expenditure in 2025 (capex and opex) has risen to over $4 million - mainly at the Cameroon license. This is why we had to raise significant amounts of equity over the last 18 months, including equity to repay the convertible loan we raised last year in the hope of minimising equity issuance, but we also believe these funds will come back to us in due course through the cost recovery process built into the production-sharing agreement.

Our cost of capital, at the current share price, is high, which is why we continue to do all we can to minimise equity raised from investors while waiting for the farm-out completions to restore our working capital. But I hope that investors understand why it has been necessary to maintain readiness to drill, in order to preserve the value of the licenses and our investment on behalf of all of our shareholders.

The uncertainty in South Africa has led us to make an impairment provision in our accounts for our investment to date in the Algoa Gamtoos license, though this is a non-cash charge that does not affect our underlying economic position. We intend to continue working in South Africa, and when things there move forward again, then we will consider reversing the provision.

I remain confident that over the balance of 2026 we will reap the benefit of our patience, and that of our shareholders and our partners, especially our friends at Prime whose support has been greatly appreciated, and I look forward to sharing further news soon."

KeyFacts Energy: Tower Resources Namibia country profile   l   Tower Resources Cameroon country profile