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.

24 June 2021

Tower Resources plc

Financing Update

Proposed Subscription to raise approximately £50,000

Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, announces a financing update and an intention to raise gross proceeds of approximately £50,000 through a subscription of approximately 20 million new ordinary shares of 0.001 pence each (the "Subscription Shares") at a subscription price of 0.25 pence per Subscription Share (the "Subscription Price") which is a premium of 2% to the closing price of the Company's shares on 23 June 2021.

The Company's Chairman Jeremy Asher has indicated his willingness to subscribe to the Subscription Shares.

Admission of the Subscription Shares to trading on AIM is expected to take place at 08:00 on or around 1 July 2021.

Financing Update

As previously disclosed, the Company is in negotiations with several parties to finance some or all of the NJOM-3 well, which it hopes will be concluded soon. The Company also understands that HMRC has not sought permission to appeal the Upper-Tier Tax Tribunal's judgement of 20 May 2021 upholding the First Tier Tribunal (FTT)'s judgement in the Company's favour in respect of its VAT position. While the Company has not yet received confirmation from HMRC of the implications of that decision, the Company's directors are hopeful that the Company might soon resume receiving VAT refunds as it did previously, including accumulated unpaid refunds, by the Company's calculation, of at least £275,000.

The timing and outcome of negotiations over the NJOM-3 well financing remain unpredictable, and if successful may (or may not) still require a modest increase in the Company's working capital, but whether this would be the case and the amount will not be known until the negotiations are finalised.

The Company has agreed with Pegasus Petroleum Limited ("Pegasus", whose ultimate beneficial owner is the Company's Chairman Jeremy Asher) that the loan agreement between Pegasus and the Company will be modified with the effect that the higher royalty share for Pegasus, which was previously agreed to come into force if the loan was not repaid by 15 July, 2021, will now only come into force if the loan is not repaid by 15 August 2021.

Background to the Subscription

The proceeds of the Company's placing in January 2021 were intended to repay the Company's working capital loan from Shard Merchant Capital and to fund the Company's working capital requirements to end of June. In view of the possibility of the Company receiving funds from other sources over the coming months, the Company does not wish to make a further substantial placing for working capital purposes until it has a better view of whether such a placing is necessary or for how much. However, the Company's working capital does need a small supplement given that the end of June has now been reached. Therefore the Company is proposing to issue a small number of shares via subscription at the current market price with a small premium.

The Company expects to make a further announcement shortly in connection with the proposed subscription.

The Board looks forward to providing further updates in due course.

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:

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.

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) and published in March 2020 has highlighted the contingent and potential resources on the Thali licence and the associated Expected Monetary Value (EMV) as follows:

§ Gross mean contingent resources of 17.9 MMbbls of oil and liquids across the proven Njonji-1 and Njonji-2 fault blocks;

§ Gross mean prospective resources of 19.8 MMbbls of oil and liquids across the Njonji South and Njonji South-West fault blocks;

§ Gross mean prospective resources of 111.3 MMbbls of oil and liquids across four identified prospects located in the Dissoni South and Idenao areas in the northern part of the Thali licence;

§ Calculated Best Estimate NPV10 of US$119 million and EMV10 US$91 million for the contingent resources, based on March 2020 Brent price for 2021 of approximately $44/barrel.

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