REG - Tower Resources PLC - Placing and Subscription to raise £2.3 million
16/05/2023 07:45
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RNS Number : 5485Z Tower Resources PLC 16 May 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.
16 May 2023
Tower Resources plc
Placing and Subscription to raise £2.3 million
Cameroon 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 announce that the
Company has raised gross proceeds of £2,300,000 through a conditional placing
and subscription of approximately 4,600,000,000 new ordinary shares of
0.001 pence each (the "Placing Shares") at a price of 0.05 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 100,000,000 new Placing Shares in
the Placing for £50,000 as further detailed below.
Cameroon Update
The Company is pleased to advise that it has this week received a letter from
the Prime Minister of Cameroon advising the Company that he has given
instructions to the Minister of Mines, Industry and Technological Development
("MINMIDT") requiring him to take necessary measures in order to accelerate
the license extension process in response to the Company's request.
The Company and one of the rig contractors with whom it is in discussions have
commissioned a leg penetration analysis and a leg extraction assessment in
respect of the specific rig under discussion, based on the existing
geotechnical survey, and this work should be completed shortly.
As previously disclosed, the Company is waiting for feedback from BGFI Bank
Group on the outcome of its internal discussions, and is continuing
discussions with various possible asset-level partners.
The Placing
While the financing discussions in respect of the NJOM-3 well are concluded,
the Company has raised approximately £2.3 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 portion of the funds raised will also be used to advance the
Company's other 2023 work programs in Namibia and South Africa, including the
ongoing basin modelling work currently underway on the Company's Namibian
license PEL 96.
Appointment of Joint Broker
In connection with the Placing, the Company has appointed Axis Capital Markets
Limited ("Axis") as a joint broker to the Company.
Issue of Broker Warrants
The Company has also issued broker warrants in favour of Novum Securities
Limited and Axis granting them the right to acquire 112,500,000 ordinary
shares of 0.001 pence each, in aggregate, for a period of three years at an
exercise price of 0.1p per share.
Standstill Agreement with EECP
With respect to the Share Placement Deed of 13 January 2023 between TRP and
Energy Exploration Capital Partners LLC (EECP), announced on 16 January
2023, the Company has also agreed a standstill on further Settlement Notices
to convert the Subscription Amount Outstanding into shares, for a period
following the Placing of:
· 90 days for $300,000 of the Subscription Amount Outstanding
· 60 days for $600,000 of the Subscription Amount Outstanding
· 30 days for the full Subscription Amount Outstanding
Provided that the standstill will no longer apply if (a) there is an event of
default under the Share Placement Deed. or (b) if the market price of Tower's
shares (as measured by VWAP for a full trading day) is at or above 0.21p per
share.
Annual issue of Stock Options under Long Term Incentive Plan
The Company has also made an annual grant of share options under the Company's
Long Term Incentive Plan ("LTIP").
The share options (the "Options") over a total of 296 million new ordinary
shares of 0.001 pence each ("Shares") in the capital of the Company were
awarded on 15 May 2023 at an exercise price of 0.10 pence per ordinary share,
being a premium of 100% over the Placing price. The Options will vest in three
equal tranches being 12, 24 and 36 months respectively after issue and will
expire, if not previously exercised, on the fifth anniversary of their issue,
and will be governed by the terms of the Company's existing share option
scheme (the "Scheme"). The award of options under the Long Term Incentive plan
is an annual event, which normally takes place in the first quarter of each
year, but was delayed in 2023 due to a closed period.
Details of the grant to directors, PDMRs and consultants are set out below:
Director/PDMR Existing number of options Number of new options granted Total number of options held following issue
Jeremy Asher(‡) 280,000,000 200,000,000 480,000,000
Honore Dairou 79,000,000 68,000,000 147,000,000
Consultants 27,500,000 22,000,000 49,500,000
Others 5,500,000 6,000,000 11,500,000
TOTAL 392,000,000 296,000,000 688,000,000
‡ Held by Pegasus Petroleum Ltd, which is owned and controlled by Jeremy
Asher
Jeremy Asher, Chairman and CEO, commented:
"This placing moves us a step further towards our work programme commitments
in both Cameroon and Namibia, and we are glad that our progress continues to
be supported by new and existing shareholders. We welcome Axis, who also
participated substantially in our last placing, as our joint broker going
forward. We are also very grateful for the continuing support of the
government of the Republic of Cameroon, and we are looking forward to the
drilling of the NJOM-3 well."
Related Party Transaction
The participation of Jeremy Asher in the Placing 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, and the issue of share options.
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(ǂ)
Jeremy Asher(*) 511,603,608 15.83 100,000,000 611,603,608 7.24% 13.67%
Dr Mark Enfield(†) 1,877,546 0.05 - 1,877,546 0.02 0.02%
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
(ǂ) Fully diluted share capital includes the exercise of all warrants and
share options
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 30 May 2023.
Following admission of the Placing Shares, the Company's enlarged issued share
capital will comprise 8,443,981,022 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
Kasia Brzozowska
Novum Securities Limited +44 20 7399 9400
Joint Broker
Jon Bellis
Colin Rowbury
Axis Capital Markets Limited +44 0203 026 2689
Joint Broker
Richard Hutchison
Panmure Gordon (UK) Limited +44 20 7886 2500
Joint Broker
John Prior
Hugh Rich
BlytheRay +44 20 7138 3204
Financial PR
Tim Blythe
Megan Ray
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)
0.05 100,000,000
d) Aggregated information: Single transaction as in 4 c) above
Aggregated volume: 100,000,000
Price: 0.05p
e) Date of the transaction: 15 May 2023
18:00 BST
f) Place of the transaction: Outside of a trading venue
d)
Aggregated information:
Aggregated volume:
Price:
Single transaction as in 4 c) above
100,000,000
0.05p
e)
Date of the transaction:
15 May 2023
18:00 BST
f)
Place of the transaction:
Outside of 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: Placing shares via subscription
c) Price(s) and volume(s): Share Options
Price(p) Volume(s)
0.1 200,000,000
d) Aggregated information: Single transaction as in 4 c) above
Aggregated volume: 200,000,000
Price: 0.1p
e) Date of the transaction: 16 May 2023
07:00 BST
f) Place of the transaction: Outside of a trading venue
d)
Aggregated information:
Aggregated volume:
Price:
Single transaction as in 4 c) above
200,000,000
0.1p
e)
Date of the transaction:
16 May 2023
07:00 BST
f)
Place of the transaction:
Outside of a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Honore Dairou
2. Reason for the notification
a) Position/status: Country Manager
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): Share Options
Price(p) Volume(s)
0.1 68,000,000
d) Aggregated information: Single transaction as in 4 c) above
Aggregated volume: 68,000,000
Price: 0.1p
e) Date of the transaction: 16 May 2023
07:00 BST
f) Place of the transaction: Outside of a trading venue
d)
Aggregated information:
Aggregated volume:
Price:
Single transaction as in 4 c) above
68,000,000
0.1p
e)
Date of the transaction:
16 May 2023
07:00 BST
f)
Place of the transaction:
Outside of a trading venue
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