REG - Tower Resources PLC - Placing and Subscription to raise £1.5 million

Tower ResourcesAnnouncement

02/08/2022 07:00

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RNS Number : 5308U  Tower Resources PLC  02 August 2022

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.

 

2 August 2022

Tower Resources plc

Placing and Subscription to raise £1.5 million

Cameroon Financing Update

 

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 announces that the
Company has raised gross proceeds of £1,499,999 through a placing and
subscription of approximately 857,142,286 new ordinary shares of 0.001 pence
each (the "Placing Shares") at a price of 0.175  pence per Placing Share (the
"Placing Price") (the "Placing").

As part of the Placing, Jeremy Asher, Chairman and CEO, has entered into a
subscription agreement to subscribe for, in aggregate, 142,857,143 new Placing
Shares in the Placing for £250,000 as further detailed below.

Cameroon Financing Update

The Company and BGFI Bank Group ("BGFI") are continuing to work on the
documentation and final approvals for the loan to Tower Resources Cameroon SA
("TRCSA") towards the financing of the NJOM-3 well, as set out in the
Company's announcement of 29 June 2022. This process is currently expected to
be complete by the end of September 2022. In the meantime the Company is
continuing to discuss additional financing options at the asset level, as also
disclosed on 29 June 2022, for additional amounts in the US$5-10 million range
with various parties, in order to complete the well financing or more. The
Company is also progressing rig and service company contracts and would like
to be in a position to make advance payments in respect of such contracts if
required, in order to ensure rig and service availability.

The Placing

While the financing discussions in respect of the NJOM-3 well are concluded,
the Company has  raised approximately £1.5 million for the preparation of
the drilling of the NJOM-3 well, including payments on account of services
associated with the well, and for working capital purposes via the Placing and
subscription. A small portion of the funds raised will also be used to advance
the Company's other 2022 work programs in Namibia and South Africa, including
the basin modelling work currently underway on the Company's Namibian license
PEL 96.

The Company has also issued a broker warrant in favour of Novum granting it
the right to acquire 10,588,228 ordinary shares for a period of two years at a
price of 0.425p per share.

Jeremy Asher, Chairman and CEO, commented:

"We are as confident as we can be about the completion of the TRCSA loan
financing and other asset financing to complete the NJOM-3 well. We are also
paying attention to the tighter markets for rigs and services, and we want to
keep the operational discussions moving in parallel with the financial
discussions. I have offered to participate in this Placing myself to
underscore my personal confidence in our reaching our goals with the NJOM-3
well."

 

Related Party Transaction

The participation of Jeremy Asher constitutes a related party transaction in
accordance with AIM Rule 13. Accordingly, Dr Mark Enfield and Paula Brancato,
acting as the independent Directors, consider, having consulted with the
Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of
Jeremy Asher's participation in the Placing 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 Placing and subscription.

                       Holding prior to the announcement of Placing          Number of Placing Shares acquired pursuant to the Placing  Immediately following Admission of the Placing 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(*)       368,746,465                13.7                       142,857,143                                                511,603,608                14.4%                      21.5%
 Dr Mark Enfield(†)    1,877,546                  0.1                        -                                                          1,877,546
 Paula Brancato(#)     -                          -                          -                                                          -                          -                          -

* 1,805,308 of these shares are held by Agile Energy Limited, which is owned
by the Asher Family Trust of which Jeremy Asher is a lifetime beneficiary

† All of  these shares are held by Geoscience Equity Ltd of which Mark
Enfield is the beneficial owner

(#) Independent Director

 

 

Share Capital Following the Placing and Subscription

Application will be made for the Placing Shares to be admitted to trading on
AIM when each tranche of shares is formally allocated. It is expected that
Admission of the Placing Shares will occur on or around 9 August 2022.

Following admission of the Placing Shares, the Company's enlarged issued share
capital will comprise 3,543,237,955 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.

 

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 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

 John Prior

 Hugh Rich

 

 

Notes:

In accordance with the guidelines for the AIM market of the London Stock
Exchange, Dr Mark Enfield, BSc, PhD, and a member of the Board of Tower
Resources plc, who has over 30 years' experience in the oil & gas
industry, is the qualified person that has reviewed and approved the technical
content of this announcement.

 

 

 

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:                                    Placing shares via subscription
 c)          Price(s) and volume(s):                                        Placing Shares

Price(p)  Volume(s)
                                                                           0.175     142,857,143
 d)          Aggregated information:                                       Single transaction as in 4 c) above

             Aggregated volume:                                            142,857,143

             Price:                                                        0.175p
 e)          Date of the transaction:                                      1 August 2022

                                                                           18:00 BST

d)

Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

142,857,143

0.175p

e)

Date of the transaction:

1 August 2022

18:00 BST

 

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