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.
16 May 2023
Tower Resources plc
Placing and Subscription to raise £2.3 million
Cameroon 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 announce that the Company has raised gross proceeds of £2,300,000 through a conditional placing and subscription of approximately 4,600,000,000 new ordinary shares of 0.001 pence each (the "Placing Shares") at a price of 0.05 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 100,000,000 new Placing Shares in the Placing for £50,000 as further detailed below.
Cameroon Update
The Company is pleased to advise that it has this week received a letter from the Prime Minister of Cameroon advising the Company that he has given instructions to the Minister of Mines, Industry and Technological Development ("MINMIDT") requiring him to take necessary measures in order to accelerate the license extension process in response to the Company's request.
The Company and one of the rig contractors with whom it is in discussions have commissioned a leg penetration analysis and a leg extraction assessment in respect of the specific rig under discussion, based on the existing geotechnical survey, and this work should be completed shortly.
As previously disclosed, the Company is waiting for feedback from BGFI Bank Group on the outcome of its internal discussions, and is continuing discussions with various possible asset-level partners.
The Placing
While the financing discussions in respect of the NJOM-3 well are concluded, the Company has raised approximately £2.3 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 portion of the funds raised will also be used to advance the Company's other 2023 work programs in Namibia and South Africa, including the ongoing basin modelling work currently underway on the Company's Namibian license PEL 96.
Appointment of Joint Broker
In connection with the Placing, the Company has appointed Axis Capital Markets Limited ("Axis") as a joint broker to the Company.
Issue of Broker Warrants
The Company has also issued broker warrants in favour of Novum Securities Limited and Axis granting them the right to acquire 112,500,000 ordinary shares of 0.001 pence each, in aggregate, for a period of three years at an exercise price of 0.1p per share.
Standstill Agreement with EECP
With respect to the Share Placement Deed of 13 January 2023 between TRP and Energy Exploration Capital Partners LLC (EECP), announced on 16 January 2023, the Company has also agreed a standstill on further Settlement Notices to convert the Subscription Amount Outstanding into shares, for a period following the Placing of:
· 90 days for $300,000 of the Subscription Amount Outstanding
· 60 days for $600,000 of the Subscription Amount Outstanding
· 30 days for the full Subscription Amount Outstanding
Provided that the standstill will no longer apply if (a) there is an event of default under the Share Placement Deed. or (b) if the market price of Tower's shares (as measured by VWAP for a full trading day) is at or above 0.21p per share.
Annual issue of Stock Options under Long Term Incentive Plan
The Company has also made an annual grant of share options under the Company's Long Term Incentive Plan ("LTIP").
The share options (the "Options") over a total of 296 million new ordinary shares of 0.001 pence each ("Shares") in the capital of the Company were awarded on 15 May 2023 at an exercise price of 0.10 pence per ordinary share, being a premium of 100% over the Placing price. The Options will vest in three equal tranches being 12, 24 and 36 months respectively after issue and will expire, if not previously exercised, on the fifth anniversary of their issue, and will be governed by the terms of the Company's existing share option scheme (the "Scheme"). The award of options under the Long Term Incentive plan is an annual event, which normally takes place in the first quarter of each year, but was delayed in 2023 due to a closed period.
Details of the grant to directors, PDMRs and consultants are set out below:
| Director/PDMR | Existing number of options | Number of new options granted | Total number of options held following issue |
| Jeremy Asher‡ | 280,000,000 | 200,000,000 | 480,000,000 |
| Honore Dairou | 79,000,000 | 68,000,000 | 147,000,000 |
| Consultants | 27,500,000 | 22,000,000 | 49,500,000 |
| Others | 5,500,000 | 6,000,000 | 11,500,000 |
| TOTAL | 392,000,000 | 296,000,000 | 688,000,000 |
‡ Held by Pegasus Petroleum Ltd, which is owned and controlled by Jeremy Asher
Jeremy Asher, Chairman and CEO, commented:
"This placing moves us a step further towards our work programme commitments in both Cameroon and Namibia, and we are glad that our progress continues to be supported by new and existing shareholders. We welcome Axis, who also participated substantially in our last placing, as our joint broker going forward. We are also very grateful for the continuing support of the government of the Republic of Cameroon, and we are looking forward to the drilling of the NJOM-3 well."
Related Party Transaction
The participation of Jeremy Asher in the Placing 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, and the issue of share options.
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| Holding prior to the announcement of Placing | Number of Placing Shares acquired pursuant to the Placing | Immediately following Admission of the Placing Shares | |||
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| Number of Ordinary Shares | % of issued share capital | Number of Ordinary Shares | Number of Ordinary Shares | % of issued share capital | % of fully diluted share capitalǂ |
| Jeremy Asher* | 511,603,608 | 15.83 | 100,000,000 | 611,603,608 | 7.24% | 13.67% |
| Dr Mark Enfield† | 1,877,546 | 0.05 | - | 1,877,546 | 0.02 | 0.02% |
| Paula Brancato# | - | - | - | - | - | - |
* 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
ǂ Fully diluted share capital includes the exercise of all warrants and share options
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 30 May 2023.
Following admission of the Placing Shares, the Company's enlarged issued share capital will comprise 8,443,981,022 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
| Tower Resources plc | +44 20 7157 9625 |
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| Jeremy Asher |
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Andrew Matharu |
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| SP Angel Corporate Finance LLP Stuart Gledhill Kasia Brzozowska
| +44 20 3470 0470 |
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| Novum Securities Limited Jon Bellis Colin Rowbury
| +44 20 7399 9400
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| Axis Capital Markets Limited Richard Hutchison
| +44 0203 026 2689 |
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| Panmure Gordon (UK) Limited John Prior Hugh Rich
| +44 20 7886 2500 |
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| BlytheRay Tim Blythe Megan Ray
| +44 20 7138 3204 | ||
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
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Jeremy Asher | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Chairman and Chief Executive Officer | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Tower Resources PLC | ||||
| b) | LEI: | 2138002J9VH6PN7P2B09 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
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| b) | Nature of the transaction: | Placing shares via subscription | ||||
| c) | Price(s) and volume(s): | Placing Shares
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| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above 100,000,000 0.05p | ||||
| e) | Date of the transaction: | 15 May 2023 18:00 BST | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Jeremy Asher | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Chairman and Chief Executive Officer | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Tower Resources PLC | ||||
| b) | LEI: | 2138002J9VH6PN7P2B09 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
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| b) | Nature of the transaction: | Placing shares via subscription | ||||
| c) | Price(s) and volume(s): | Share Options
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| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above 200,000,000 0.1p | ||||
| e) | Date of the transaction: | 16 May 2023 07:00 BST | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Honore Dairou | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Country Manager | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Tower Resources PLC | ||||
| b) | LEI: | 2138002J9VH6PN7P2B09 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
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| b) | Nature of the transaction: | Placing shares via subscription | ||||
| c) | Price(s) and volume(s): | Share Options
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| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above 68,000,000 0.1p | ||||
| e) | Date of the transaction: | 16 May 2023 07:00 BST | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
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