REG - Tower Resources PLC - Issue of Warrants to Directors, Director Dealing

Tower ResourcesAnnouncement

01/04/2022 07:15

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RNS Number : 8661G  Tower Resources PLC  01 April 2022

1 April 2022

 

Tower Resources plc

Issue of Warrants to Directors

Director Dealings

 

Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed
oil and gas company with its focus on Africa, announces the following issue of
warrants to Directors and a consultant to the Company in lieu of fees.

Warrants are being issued in lieu of £30,000 (in aggregate) of Directors fees
to Paula Brancato and Mark Enfield (Non-Executive Directors), and Jeremy Asher
(as Chairman) in settlement of fees due for the period from 1 April 2022 to 30
June 2022, to conserve the Company's working capital.

The warrants are exercisable at a strike price of 0.2625 pence ("Warrants"),
which is just above the most recent placing announced on 14 January 2022 and
equal to the closing share price of 0.2625 pence per share on 31 March 2022.
The Warrants are exercisable for a period of 5 years from the date of issue
and those being issued are detailed below:

 

 Director        Number of Warrants being issued  Total number of Warrants held including this issue*  Shareholding upon exercise of total number of Warrants held  % of issued share capital upon exercise of Warrants
 Jeremy Asher    7,940,709                        283,111,442                                          651,857,907                                                  18.9%
 Paula Brancato  3,970,355                        24,649,015                                           24,649,015                                                   0.7%
 Mark Enfield    3,970,355                        22,805,167                                           24,682,713                                                   0.7%

*Warrants are held at different prices.

As previously announced, the Directors will consider issuing further warrants
in lieu of fees for each calendar quarter based on the closing price of the
shares and the warrant valuation on the last day of the previous quarter and
will make an election and announce the issue of warrants (if so elected) at
the earliest opportunity in each calendar quarter. This election will be made
by the Board with each Director taking into consideration the working capital
position of the Company.

The Company also announces the issue of 3,970,355 warrants, on the same terms
as the Warrants issued to Directors, to Mr Duncan Rushworth, a consultant to
the Company, in lieu of fees for his work for the Company during the period
from 1 April 2022 to 30 June 2022.

Warrants in issue

Following the above issue of Warrants, the total number of Warrants in issue
is 758,645,262 equating to 20.6% of the Company's enlarged share capital
assuming full exercise of all warrants and share options.

Director Dealings

In addition, on 31 March 2022, Dr Mark Enfield, a Non-Executive Director of
the Company, carried out a sale and repurchase of shares in the Company,
pursuant to which he sold 69,402 Ordinary shares held in his own name, and
repurchased them into Geoscience Equity Limited (in which he holds a 100%
interest). Both the sale and the repurchase were priced at 0.2625 pence per
share.

Following the sale and repurchase, Mr Enfield remains beneficial owner of
1,877,546 shares in the Company, now held entirely though Geoscience Equity
Limited.

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 and CEO

 Andrew Matharu

VP - Corporate Affairs

 SP Angel Corporate Finance LLP       +44 20 3470 0470

Nominated Adviser and Joint Broker

 Stuart Gledhill

 Caroline Rowe

 Novum Securities Limited             +44 20 7399 9400

Joint Broker

 Jon Bellis

 Colin Rowbury

 Panmure Gordon (UK) Limited          +44 20 7886 2500

Joint Broker

 Nick Lovering

 Hugh Rich

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

 1.            Details of the person discharging managerial responsibilities/person closely
               associated
 a)            Name:                                                         Mark Enfield
 2.            Reason for the notification
 a)            Position/status:                                              Non-Executive Director
 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:                                    Warrants in lieu of Directors fees
 c)            Price(s) and volume(s):

Price(s)      Volume(s)
                                                                             0.2625 pence  3,970,355

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

Price(s)      Volume(s)
               Aggregated volume:                                            0.2625 pence  3,970,355

               Price:

 
 e)            Date of the transaction:                                      1 April 2022

                                                                             07:00 BST
 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)
 0.2625 pence  3,970,355

 

e)

Date of the transaction:

1 April 2022

07:00 BST

f)

Place of the transaction:

Outside a trading venue

 

 

 1.            Details of the person discharging managerial responsibilities/person closely
               associated
 a)            Name:                                                         Mark Enfield
 2.            Reason for the notification
 a)            Position/status:                                              Non-Executive Director
 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:                                    i)          Sale of shares held in own name

                                                                             ii)         Repurchase of shares into Geoscience Equity Limited
 c)            Price(s) and volume(s):                                       i)

Price(s)      Volume(s)
                                                                             0.2625 pence  69,402

 

                                                                             ii)

Price(s)      Volume(s)
                                                                             0.2625 pence  69,402

 

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

Price(s)      Volume(s)
               Aggregated volume:                                            0.2625 pence  69,402

               Price:

 
 e)            Date of the transaction:                                      1 April 2022

                                                                             07:00 BST
 f)            Place of the transaction:                                     Outside a trading venue

 

ii)

 Price(s)      Volume(s)
 0.2625 pence  69,402

 

 

d)

Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

 Price(s)      Volume(s)
 0.2625 pence  69,402

 

e)

Date of the transaction:

1 April 2022

07:00 BST

f)

Place of the transaction:

Outside a trading venue

 

 

 

 1.            Details of the person discharging managerial responsibilities/person closely
               associated
 a)            Name:                                                         Paula Brancato
 2.            Reason for the notification
 a)            Position/status:                                              Non-Executive Director
 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:                                    Warrants in lieu of Directors fees
 c)            Price(s) and volume(s):

Price(s)      Volume(s)
                                                                             0.2625 pence  3,970,355

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

Price(s)      Volume(s)
               Aggregated volume:                                            0.2625 pence  3,970,355

               Price:

 
 e)            Date of the transaction:                                      1 April 2022

                                                                             07:00 BST
 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)
 0.2625 pence  3,970,355

 

e)

Date of the transaction:

1 April 2022

07:00 BST

f)

Place of the transaction:

Outside 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:  Ordinary Shares of 0.001 pence each

               Identification code:                                          GB00BZ6D6J81

 b)            Nature of the transaction:                                    Warrants in lieu of Directors fees

 c)            Price(s) and volume(s):

Price(s)      Volume(s)
                                                                             0.2625 pence  7,940,709

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

Price(s)      Volume(s)
               Aggregated volume:                                            0.2625 pence  7,940,709

               Price:

 
 e)            Date of the transaction:                                      1 April 2022

                                                                             07:00 BST
 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)
 0.2625 pence  7,940,709

 

e)

Date of the transaction:

1 April 2022

07:00 BST

f)

Place of the transaction:

Outside a trading venue

 

 

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