REG - Tower Resources PLC - Issue of Warrants to Directors

Tower ResourcesAnnouncement

03/07/2023 07:00

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RNS Number : 6459E  Tower Resources PLC  03 July 2023

3 July 2023

Tower Resources plc

("Tower" or the "Company")

Issue of Warrants to Directors

 

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 (both Non-Executive Directors), and Jeremy
Asher (as Chairman) in settlement of fees due for the period from 1 July 2023
to 30 September 2023, to conserve the Company's working capital.

 

The warrants are exercisable at a strike price of 0.05 pence ("Warrants"),
which is a premium of 18% to the mid-point closing share price on 30 June
2023. The exercise price of 0.05 pence was also the placing price of the
recent Placing and Subscription announced on 16 May 2023. 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    42,857,142                       286,150,751                                          897,754,359                                                  9.7%
 Paula Brancato  21,428,571                       69,100,448 1                                         69,100,448                                                   0.7%
 Mark Enfield    21,428,571                       67,256,600(1)                                        69,134,146                                                   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 21,428,571 warrants, on the same terms
as the Warrants issued to Directors, to each of Mr Duncan Rushworth, a
consultant to the Company, in lieu of fees for his work for the Company during
the period from 1 July 2023 to 30 September 2023 and to Ms Deborah Sacrey in
lieu of fees for subsurface consultation work completed during H1 2023.

Warrants in issue

Following the above issue of Warrants, and the retirement of 2,272,726
warrants which have expired since 30 June 2023, the total number of Warrants
in issue is 778,105,756 equating to 7.9% of the Company's enlarged share
capital assuming full exercise of all warrants and share options.

 

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

 Novum Securities Limited             +44 20 7399 9400

Joint Broker

 Jon Beliss

 Colin Rowbury

 Axis Capital Markets Limited         +44 203 026 2689

Joint Broker

 Richard Hutchison

 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:

 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)
                                                                             0.05 pence  21,428,571

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

Price(s)    Volume(s)
               Aggregated volume:                                            0.05 pence  21,428,571

               Price:

 
 e)            Date of the transaction:                                      3 July 2023

                                                                             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)
 0.05 pence  21,428,571

 

e)

Date of the transaction:

3 July 2023

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)
                                                                             0.05 pence  21,428,571

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

Price(s)    Volume(s)
               Aggregated volume:                                            0.05 pence  21,428,571

               Price:

 
 e)            Date of the transaction:                                      3 July 2023

                                                                             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)
 0.05 pence  21,428,571

 

e)

Date of the transaction:

3 July 2023

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)
                                                                             0.05 pence  42,857,142

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

Price(s)    Volume(s)
               Aggregated volume:                                            0.05 pence  42,857,142

               Price:

 
 e)            Date of the transaction:                                      3 July 2023

                                                                             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)
 0.05 pence  42,857,142

 

e)

Date of the transaction:

3 July 2023

07:00 BST

f)

Place of the transaction:

Outside a trading venue

 

 1  Please note that the Total number of Warrants held including the issue of
warrants stated in the RNS of 2 May 2023 should have been: 47,671,877 for
Paula Brancato and 45,828,029 for Mark Enfield.

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