Tower Resources Regulatory News (TRP)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Tower Resources PLC or other evaluation of any securities of Tower Resources PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

15 October 2019

Tower Resources plc

Completion of Placing, Issue of Fee shares and Director's Dealings

Issue of Warrants

Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, is pleased to announce that, further to the Company's announcement earlier today outlining the proposed placing and subscription (the "Placing") for 461,538,462 Ordinary Shares (the "Placing Shares") and issue of 50,784,001 Ordinary Shares in lieu of fees (the "Fee Shares"), the Company has issued a total of 512,322,462 Ordinary Shares together with Warrants and raised gross proceeds from the Placing totalling £1.5million at a Placing Price of 0.325 pence per share., plus a further £165,048 in Fee Shares on the same terms.

As previously disclosed, the purpose of the Placing is principally to allow the Company to cover ongoing operational costs, pay creditors and also secure the services of Geoquip Marine's MV Investigator to undertake the site survey and drill boreholes, which is the final step needed prior to being able to bring the drill rig itself to the site.

As announced earlier today, in order to provide Pegasus and Jeremy Asher respectively with sufficient time to realise other assets to facilitate the further advance by Pegasus under the Facility and the subscription by Jeremy Asher for £700,000 of new ordinary shares in the Placing, the Placing comprises two tranches:

● the first tranche of £401,250,  comprising a subscription for 123,461,538 ordinary shares (the "First Tranche") including £100,000 of Jeremy Asher's subscription, which is unconditional; and

● the second tranche of £1,098,750, comprising a subscription for 338,076,923 ordinary shares (the "Second Tranche") including £600,000 of Jeremy Asher's subscription is conditional on:

(i) the further advance by Pegasus of US$375,000 under the Facility; and the repayment by the Company to the other Facility lenders of $375,000 principal together with accrued interest; and

(ii) completion of the subscription by Jeremy Asher for the remaining £600,000 of new ordinary shares described below.

Completion of the First Tranche is expected on or around 21 October 2019 and completion of the Second Tranche is expected on or around 12 November 2019.

As part of the Placing, Jeremy Asher, Chairman and CEO, has entered into an Agreement (the "Subscription Agreement") to subscribe for, in aggregate, 215,384,615 new Ordinary Shares in the Placing (with attached warrants) for £700,000 as further detailed below.

The Placing has also been supported by a number of the Company's existing large shareholders, including Peel Hunt LLP who is considered as a related party of the Company and has subscribed for £250,000 pursuant to the Placing.

In addition, as noted above, certain service providers have subscribed for 50,784,001 Ordinary shares ("Fee Shares") at the Placing Price in lieu of fees either owing or arising over the next six months. Furthermore the Company's broker Turner Pope Investments (TPI) Ltd has agreed to take half of its commission in the form of shares at the Placing price (without attached warrants, as it is already receiving warrants in connection with the Placing) and the precise amount of these shares (the "Commission Shares") will be disclosed when the commission calculation is reconciled and these shares are allotted.

The participation of Jeremy Asher constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Peter Taylor and David M Thomas, acting as the independent Directors, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of Jeremy Asher's participation in the Placing is fair and reasonable insofar as the Company's shareholders are concerned.

The participation of Peel Hunt LLP constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Jeremy Asher, Peter Taylor and David M Thomas, acting as the independent Directors, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of Peel Hunt's participation in the Placing is fair and reasonable insofar as the Company's shareholders are concerned.

The following table sets out the Directors' shareholdings and percentage interests in the issued share capital of the Company following completion of the subscription. 

* 1,805,308 of these shares are held by Agile Energy Limited, which is owned by the Asher Family Trust of which Jeremy Asher is a lifetime beneficiary

# Independent Director

Share Capital Following the Placing and Issue of Fee Shares

Application will be made for the Placing Shares and Fee Shares to be admitted to trading on AIM when each tranche of shares is formally allocated. It is expected that Admission of the First Tranche of Placing Shares and Fee Shares will occur on or around 21 October 2019 and completion of the Second Tranche is expected on or around 12 November 2019.

Following admission of the First Tranche of Placing Shares and Fee Shares, the Company's enlarged issued share capital will comprise 754,961,591 Ordinary Shares of 0.001 pence 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.

Following admission of the Second Tranche of Placing Shares and Fee Shares, and the Company's current estimate of the Commission Shares, the Company's enlarged issued share capital will comprise 1,093,038,514 Ordinary Shares of 0.001 pence each with voting rights in the Company.

Issue of Warrants

Warrants are being issued in lieu of £15,000 (in aggregate) of Directors fees to Peter Taylor (Non-Executive Director), and Jeremy Asher (as Chairman) in partial settlement of fees due for the period from 1 October 2019 to 31 December 2019, to conserve the Company's working capital.

The Warrants are exercisable at 0.5 pence per share and are exercisable for a period of 5 years from the date of issue. The exercise period for the Director warrants differs from the exercise period for the Placing and Broker Warrants because the Company's long-standing practice has been to offer the Directors 5-year warrants in lieu of fees, and by offering five-year warrants the aggregate number of warrants being provided to Directors for a given level of fees is reduced. The Warrants being issued are detailed below:

*Warrants are held at different prices, and Jeremy Asher's total includes warrants held by Pegasus

As previously announced, the Directors will consider issuing further warrants in lieu of fees for each calendar quarter based on the closing price of the stock and the warrant valuation on the last day of the previous quarter and will make an election and announce the issue of warrants (if so elected) at the earliest opportunity in each calendar quarter. This election will be made by the Board with each Director taking into consideration the working capital position of the Company.

Peter Taylor and Jeremy Asher are considered to be "related parties" as defined under the AIM Rules and accordingly, the issue of Warrants to them constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

David M Thomas, being the sole Director independent of the transaction, considers, having consulted with SP Angel Corporate Finance LLP, the Company's Nominated Adviser, that the terms of the issue of warrants are fair and reasonable insofar as the Company's shareholders are concerned.

In addition, one warrant is being issued for each three Placing shares and Fee shares issued, totalling 170,774,151 warrants ("Placing and Fee Warrants"). The Placing and Fee Warrants are exercisable at 1.0 pence per share for a period of three years from issue.

A further 9,600,000 warrants with an exercise price of 0.5 pence per share and exercisable for a period of three years are being issued to Turner Pope Investments ("TPI") Limited for services pursuant to the Placing ("Broker Warrants").

The Placing and Fee Warrants and Broker Warrants will be issued on the conditional approval of an increase to the Company's existing authorities to allot shares at the Company's next EGM/AGM.

Following the issue of the both tranches of placing warrants and the Broker Warrant and Director warrants, there will be 444,284,489 warrants in issue, which represents 28.9% of the fully diluted share capital of 1,537,323,003 shares after exercise of the above warrants and excluding stock options. The fully diluted share capital including all warrants and stock options would then be 1,608,940,403 shares.

IMPORTANT NOTICE

This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.

The information contained in this announcement is not to be released, published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States or to any US Person. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US Person. Securities may not be offered or sold in the United States absent: (i) registration under the Securities Act; or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.

This announcement does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in the capital of the Company or any other security in any jurisdiction in which such offer or solicitation is unlawful. The securities mentioned herein have not been, and the Ordinary Shares will not be, qualified for sale under the laws of any of Canada, Australia, the Republic of South Africa or Japan and may not be offered or sold in Canada, Australia, the Republic of South Africa or Japan or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan. Neither this announcement nor any copy of it may be sent to or taken into the United States, Canada, Australia, the Republic of South Africa or Japan. In addition, the securities to which this announcement relates must not be marketed into any jurisdiction where to do so would be unlawful.

Note regarding forward-looking statements

This announcement contains certain forward-looking statements relating to the Company's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "targets" "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative of those, variations or comparable expressions, including references to assumptions.

The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements relate only to the position as at the date of this announcement. Neither the Directors nor the Company undertake any obligation to update forward-looking statements, other than as required by the AIM Rules for Companies or by the rules of any other applicable securities regulatory authority, whether as a result of the information, future events or otherwise. You are advised to read this announcement and the information incorporated by reference herein, in its entirety. The events described in the forward-looking statements made in this announcement may not occur.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.

Any person receiving this announcement is advised to exercise caution in relation to the Placing. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

Contacts

Notes:

Tower Resources Cameroon S.A, a wholly-owned subsidiary of Tower Resources plc, holds a 100% interest in the shallow water Thali (formerly known as "Dissoni") Production Sharing Contract (PSC), in the Rio del Rey basin, offshore Cameroon. Tower was awarded the PSC on 15 September 2015 for an Initial Exploration Period of 3 years.

The Thali PSC covers an area of 119.2 km², with water depths ranging from 8 to 48 metres, and lies in the prolific Rio del Rey basin, in the eastern part of the Niger Delta. The Rio del Rey basin has, to date, produced over one billion barrels of oil and has estimated remaining reserves of 1.2 billion barrels of oil equivalent ("boe"), primarily within depths of less than 2,000 metres. The Rio del Rey is a sub-basin of the Niger Delta, an area in which over 34.5 billion barrels of oil has been discovered, with 2.5 billion boe attributed to the Cameroonian section.

An independent Reserve Report conducted by Oilfield International Limited (OIL) have highlighted the contingent and potential resources on the Thali licence and the associated Expected Monetary Value (EMV) as follows:

§ Gross mean contingent resources of 18 MMbbls of oil across the proven Njonji-1 and Njonji-2 fault blocks;

§ Gross mean prospective resources of 20 MMbbls of oil across the Njonji South and Njonji South-West fault blocks;

§ Gross mean prospective resources of 111 MMbbls of oil across four identified prospects located in the Dissoni South and Idenao areas in the northern part of the Thali licence;

§ Calculated EMV10s of US$118 million for the contingent resources, and US$82 million for the prospective resources, respectively.

In accordance with the guidelines for the AIM market of the London Stock Exchange, Dr Mark Enfield, BSc, PhD, FGS, Advisor to the Board of Tower Resources plc, who has over 30 years' experience in the oil & gas industry, is the qualified person that has reviewed and approved the technical content of this announcement.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM