REG - Tower Resources PLC - Completion of Subscription

Tower ResourcesAnnouncement

18/12/2023 07:45

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RNS Number : 0699X  Tower Resources PLC  18 December 2023

 

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.

 

18 December 2023

Tower Resources plc

("Tower" or the "Company")

Completion of Subscription and Director's Dealings

 

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
subscription (the "Subscription") for 3,000,000,000 new Ordinary Shares (the
"Subscription Shares"), the Company has successfully placed 3,000,000,000 new
Ordinary Shares and raised gross proceeds totalling £600,000 at a
Subscription Price of 0.02 pence per share. The Subscription Price of 0.02
pence per share represented a 13% discount to the closing bid price of the
Company's shares on 15 December 2023.

 

Pursuant to the Subscription, Jeremy Asher, Chairman and CEO, has entered into
an Agreement (the "Subscription Agreement") to subscribe for 400,000,000 new
Ordinary Shares in the Subscription for £80,000 as detailed below.

 

The participation of Jeremy Asher (the "Director Related Party") constitutes a
related party transaction in accordance with AIM Rule 13. Accordingly, Paula
Brancato and Mark Enfield, the Director's independent of the Subscription
consider, having consulted with the Company's Nominated Adviser, SP Angel
Corporate Finance LLP, that the terms of the Director Related Party
participation in the Subscription 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.

 

                    Holding prior to the announcement of Proposed Subscription      Number of Subscription Shares acquired pursuant to the Subscription  Immediately following Admission of the Subscription shares
                    Number of Ordinary Shares       % of issued share capital       Number of Ordinary Shares                                            Number of Ordinary Shares  % of issued share capital  % of fully diluted share capital
 Jeremy Asher(*)    611,603,608                     6.46                            400,000,000                                                          1,011,603,608              8.11                       7.18
 Mark Enfield(#)    1,877,546                       0.02                            -                                                                    1,877,546                  0.02                       0.01(§)
 Paula Brancato(#)  -                               -                               -                                                                    -                          -                          -

 

* Includes shares held directly and via Agile Energy Ltd and Pegasus Petroleum
Ltd which are owned by the Asher Family Trust of which Jeremy Asher is a
lifetime beneficiary

( )

(#) Independent Director

( )

(§) This figure describes the ratio of shares held immediately after
admission to the fully diluted share capital; in the event that Mr Asher and
Mr Enfield exercised all warrants and options they hold and continued to hold
those additional shares after exercise, then their respective shareholdings
after full exercise as a percentage of fully diluted capital would be 12.7%
and 0.7% respectively.

 

Share Capital Following the Subscription

 

Application has been made for the Subscription Shares to be admitted to
trading on AIM. It is expected that Admission of the Shares will become
effective and that dealings will commence by 8.00 a.m. on or around 10 January
2024.

 

Following admission of the Shares, the Company's enlarged issued share capital
will comprise 12,467,459,075 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.

 

Warrants and Options in Issue

 

Following the issue of Broker Warrants the total number of Warrants and
Options in issue is 1,615,088,147 equating to 11.5% of the Company's enlarged
share capital assuming full exercise of all warrants and share options.

 

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

 Jeremy Asher

 Chairman & CEO

 Andrew Matharu

 VP - Corporate Affairs

 BlytheRay                            +44 20 7138 3208

 Financial PR

 Tim Blythe

 Megan Ray

 SP Angel Corporate Finance LLP       +44 20 3470 0470

Nominated Adviser and Joint Broker

 Stuart Gledhill

 Kasia Brzozowska

 Axis Capital Markets Limited         +44 203 026 2689

Joint Broker

 Lewis Jones

 Ben Tadd

 Novum Securities Ltd                 +44 20 7399 9400

Joint Broker

 Jon Bellis

 Colin Rowbury

 Panmure Gordon (UK) Limited          +44 20 7886 2500

Joint Broker

 John Prior

 Hugh Rich

 

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, staff and
strategic relationship with EPI Group, 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.

 

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:  Ordinary Shares of 0.001 pence each

               Identification code:                                          GB00BZ6D6J81

 b)            Nature of the transaction:                                    Subscription shares

 c)            Price(s) and volume(s):                                       Price(s)      Volume(s)
                                                                             0.02  pence   400,000,000

 
 d)            Aggregated information:                                       Single transaction as in 4 c) above

Price(s)      Volume(s)
               Aggregated volume:                                             0.02 pence   400,000,000

               Price:

 
 e)            Date of the transaction:                                      18 December 2023

                                                                             07:15 GMT
 f)            Place of the transaction:                                     Outside a trading venue

 

d)

Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

 Price(s)      Volume(s)
  0.02 pence   400,000,000

 

e)

Date of the transaction:

18 December 2023

07:15 GMT

f)

Place of the transaction:

Outside a trading venue

 

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