REG - Tower Resources PLC - License and Farmout Approval Update & Subscription

Tower ResourcesAnnouncement

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RNS Number : 7526W  Tower Resources PLC  16 March 2026

 

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 March 2026

Tower Resources plc

("Tower" or the "Company")

License and Farmout Approval Update

Subscription to raise £1,499,999

 

Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on
Africa, is pleased to provide an update on the approval process in respect of
the farm-out transactions with Prime Global Energies Limited ("Prime") in
Cameroon and Namibia, announced on 10 January 2025.

 

Tower is also pleased to announce a subscription of 6,315,785,262 ordinary
shares of 0.001p each (the "Subscription Shares") to raise £1,499,999  at a
price of 0.02375p per Subscription Share (the "Subscription Price") (the
"Subscription"), being at a discount of approximately 5% to the closing bid
price of the Company's shares on 13 March 2026.

 

License and Farmout Approval Update

 

The Company visited both the Societe Nationale de Hydrocarbures ("SNH") and
the Prime Minister during the past two weeks in Cameroon, together with
Tower's partner Prime. The Company has now been informed by SNH that,
following requests from the Prime Minister's office and a further site visit
which took place last week, it will recommend to the Minister of Mines,
Industry and Technological Development ("MINMIDT") to issue the requested
extension of the First Exploration Period of Tower's Thali license for a
further year to March 2027, and to approve Tower's proposed farmout of a 42.5%
interest in the Thali license to Prime, though the Company is still waiting
for written confirmation of this. The Prime Minister's office has separately
told the Company that it is convening a meeting together with MINMIDT and SNH
to bring the matter to a conclusion, and the Company expects the requisite
documentation to follow soon after that meeting.

 

In Namibia, the Company met with the newly-formed Upstream Petroleum Unit,
which reports directly to the President of Namibia, together with
representatives from the Ministry of Industries, Mines and Energy. Following
the meeting, Tower has been informed that its request for approval of the
farmout to Prime of a 25% interest in PEL96 will now be expedited. The
national oil company, NAMCOR, has informed the Company that its due diligence
on Prime is now complete, and that is only waiting for some further
documentation on Tower's local partner to complete its file. Investors will
recall that the Company has already entered the First Renewal Period of PEL96.

 

The Company is therefore confident that these approvals will now be documented
reasonably quickly, though the Company remains cautious about predicting a
precise date for each.

 

Subscription

 

The Subscription is being made primarily to repay the convertible Bridge Loan
(of £1 million plus accrued interest) previously announced and drawn down in
three tranches on 26 March 2025, 1 July 2025, and 1 September 2025. The Bridge
Loan is repayable on 25 March 2026 unless previously converted into shares at
a conversion price of 0.056p per share. The balance of the Subscription
proceeds, net of commissions and fees, will be used for working capital.

 

The Company has agreed to issue the broker, Axis Capital Markets Limited,
warrants over 141,052,526 new ordinary shares for arranging the Subscription
("Broker Warrants"). The period of the Broker Warrants will be three years at
a strike price of 0.0475p per share (representing a premium of 100% to the
Subscription Price).

 

Share Capital following the Subscription

 

The Subscription Shares will rank pari passu with the Company's existing
shares. Application has been made for the Subscription Shares to be admitted
to trading on AIM in three tranches of 3,121,050,526, 673,684,210 and
2,521,050,526 shares, respectively. It is expected that Admission of the
Subscription Shares will become effective and that dealings will commence at
8.00 a.m. on or around 23 March 2026 in respect of the first tranche of
3,121,050,526 shares, 25 March 2026 in respect of the second tranche of
673,684,210 shares, and 30 March 2026 in respect of the third tranche of
2,521,050,526 shares.

 

Following admission of all three tranches of the Subscription Shares, the
Company's enlarged issued share capital will comprise 40,300,326,423 Ordinary
Shares of 0.001p 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 the Broker Warrants, the total number of warrants in
issue is 1,808,562,175 equating to 4.0% of the Company's enlarged share
capital assuming full exercise of all warrants, options and restricted shares.

Tower Resources Chairman & CEO, Jeremy Asher, commented:

 

"We are very pleased to be approaching the end of the process to receive our
farm-out approvals, lengthy as it has been. We had wanted to have these
concluded before the repayment date of the Bridge Loan, and it is possible
that the documentation of one or both approvals may indeed be in hand by then,
but we did not want to allow the potential repayment date to loom too close.

 

"We are still looking forward to drilling the NJOM-3 well in Cameroon as soon
as possible this year, ideally in Q3, but, as usual, this will depend on rig
schedules. We will update investors both when the formal documentation has
been received and also when we have finalised the rig schedule together with
our partners and SNH. We are also working with Prime on an application for a
further block in Cameroon during the current license round, and we are
continuing to work on further data acquisition on PEL96.

 

"We look forward to having more to say about these initiatives soon."

 

 

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 Subscription. 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 3204

 Financial PR                         tower@blytheray.com

 Tim Blythe

 Megan Ray

 SP Angel Corporate Finance LLP       +44 20 3470 0470

Nominated Adviser and Joint Broker

 Stuart Gledhill

 Caroline Rowe

 Josh Ray

 Axis Capital Markets Limited         +44 203 026 2689

Joint Broker

 Lewis Jones

 

 

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.

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