REG - Tower Resources PLC - Bridge Loan

Tower ResourcesAnnouncement

26/03/2025 07:16

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RNS Number : 1454C  Tower Resources PLC  26 March 2025

26 March 2025

 

Tower Resources plc

("Tower" or the "Company")

Bridge Loan

 

Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on
Africa, is pleased to announce that the Company has agreed an unsecured
fixed-price convertible bridge loan (the "Bridge Loan") of £500,000 with
Prime Resources Limited ("PR") with a term of up to 12 months, and convertible
into ordinary shares at a fixed conversion price of 0.05588 pence per share
(being a premium of 100% to the average of the 5 daily VWAPs prior to today's
date) if not prepaid earlier. PR is a Gibraltar-registered private investment
company and is not related to the Company's prospective farm-in partner Prime
Global Energies Limited.

 

Tower Resources Chairman & CEO, Jeremy Asher, commented:

 

"The purpose of the Bridge Loan is to provide the Company with working capital
flexibility in preparation for the drilling of the NJOM-3 well on the Thali
license in the event that completion of the Cameroon and Namibia farm-out
agreements, announced on 10 January 2025, takes longer than expected. The
Company is confident of receiving the government approvals required to enable
completion and is still hoping to do so within the next few weeks. However,
based on this confidence, the Company is also keen to ramp up preparations for
drilling, including equipment procurement and staffing, in order to minimise
the elapsed time between completion and drilling."

 

Key Terms of the Bridge Loan

 

The Company has agreed a fixed-price convertible loan of £500,000 with PR,
with a duration of up to 12 months. The material terms of the loan comprise a
5% cash implementation fee payable on drawdown (which is immediate) and
interest of 15% per annum or pro rata until repaid, accrued daily and paid on
the maturity date. The loan agreement states that as long as the Company's
share price (as defined by the average of the 5 latest daily VWAPs) is below
the fixed conversion price, then the Company has the right to prepay the loan
with accrued interest to the date of repayment and no further fees, with 10
business-days' notice, in which case the conversion right immediately lapses
on repayment. However, if the Company's share price is higher than the fixed
conversion price, then it will be at the lender's discretion to accept an
early cash redemption.

 

The loan is unsecured, but Tower's operational subsidiaries are parties to
standard corporate guarantees and the facility contains standard default
provisions.

 

Importantly, the terms of the Bridge Loan do not include the issue of any
warrants or other equity-linked instruments other than the standard
fixed-price conversion right if not repaid with interest.

 

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

 Jeremy Asher

 Chairman & CEO

 Andrew Matharu

 VP - Corporate Affairs

 BlytheRay                            +44 20 7138 3204

 Financial PR

 Tim Blythe

 Megan Ray

 SP Angel Corporate Finance LLP       +44 20 3470 0470

Nominated Adviser and Joint Broker

 Stuart Gledhill

 Jen Clarke

 Axis Capital Markets Limited         +44 203 026 2689

Joint Broker

 Lewis Jones

 Novum Securities Ltd                 +44 20 7399 9400

Joint Broker

 Jon Bellis

 Colin Rowbury

 

 

About Tower Resources

Tower Resources plc is an AIM listed energy company building a balanced
portfolio of energy opportunities in Africa across the exploration and
production cycle in oil and gas and beyond. The Company's current focus is on
advancing its operations in Cameroon to deliver cash flow through short-cycle
development and rapid production with long term upside, and de-risking
attractive exploration licenses through acquiring 3D seismic data in the
emerging oil and gas provinces of Namibia and South Africa, where world-class
discoveries have recently been made.

Tower's strategy is centred around stable jurisdictions that the Company knows
well and that offer excellent fiscal terms. Through its Directors and staff,
Tower has access to decades of expertise and experience in Cameroon and
Namibia, and its joint venture with New Age builds on years of experience in
South Africa.

 

 

 

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