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.

2 August 2022

Tower Resources plc

Placing and Subscription to raise £1.5 million

Cameroon Financing Update

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 announces that the Company has raised gross proceeds of £1,499,999 through a placing and subscription of approximately 857,142,286 new ordinary shares of 0.001 pence each (the "Placing Shares") at a price of 0.175  pence per Placing Share (the "Placing Price") (the "Placing").

As part of the Placing, Jeremy Asher, Chairman and CEO, has entered into a subscription agreement to subscribe for, in aggregate, 142,857,143 new Placing Shares in the Placing for £250,000 as further detailed below.

Cameroon Financing Update

The Company and BGFI Bank Group ("BGFI") are continuing to work on the documentation and final approvals for the loan to Tower Resources Cameroon SA ("TRCSA") towards the financing of the NJOM-3 well, as set out in the Company's announcement of 29 June 2022. This process is currently expected to be complete by the end of September 2022. In the meantime the Company is continuing to discuss additional financing options at the asset level, as also disclosed on 29 June 2022, for additional amounts in the US$5-10 million range with various parties, in order to complete the well financing or more. The Company is also progressing rig and service company contracts and would like to be in a position to make advance payments in respect of such contracts if required, in order to ensure rig and service availability.

The Placing

While the financing discussions in respect of the NJOM-3 well are concluded, the Company has raised approximately £1.5 million for the preparation of the drilling of the NJOM-3 well, including payments on account of services associated with the well, and for working capital purposes via the Placing and subscription. A small portion of the funds raised will also be used to advance the Company's other 2022 work programs in Namibia and South Africa, including the basin modelling work currently underway on the Company's Namibian license PEL 96.

The Company has also issued a broker warrant in favour of Novum granting it the right to acquire 10,588,228 ordinary shares for a period of two years at a price of 0.425p per share.

Jeremy Asher, Chairman and CEO, commented:

"We are as confident as we can be about the completion of the TRCSA loan financing and other asset financing to complete the NJOM-3 well. We are also paying attention to the tighter markets for rigs and services, and we want to keep the operational discussions moving in parallel with the financial discussions. I have offered to participate in this Placing myself to underscore my personal confidence in our reaching our goals with the NJOM-3 well."

Related Party Transaction

The participation of Jeremy Asher constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Dr Mark Enfield and Paula Brancato, 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 following table sets out the Directors' shareholdings and percentage interests in the issued share capital of the Company following completion of the Placing and 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

† All of these shares are held by Geoscience Equity Ltd of which Mark Enfield is the beneficial owner

# Independent Director

Share Capital Following the Placing and Subscription

Application will be made for the Placing Shares to be admitted to trading on AIM when each tranche of shares is formally allocated. It is expected that Admission of the Placing Shares will occur on or around 9 August 2022.

Following admission of the Placing Shares, the Company's enlarged issued share capital will comprise 3,543,237,955 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.

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

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

Notes:

In accordance with the guidelines for the AIM market of the London Stock Exchange, Dr Mark Enfield, BSc, PhD, and a member of 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