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

Tower ResourcesAnnouncement

14/01/2022 07:00

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RNS Number : 4142Y  Tower Resources PLC  14 January 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.

14 January 2022

 

Tower Resources plc

Placing to raise £1.5 million and 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, is pleased to announce that it
has raised £1.5 million via a placing and subscription of 576,923,077 new
ordinary shares of 0.001p each (the "Placing Shares") at a price of 0.26 pence
per Placing Share (the "Placing"), a discount of 29% to the closing share
price on 13 January 2022.

Novum Securities Limited ("Novum"), has acted as sole broker on this Placing.

As part of the Placing, the Company's Chairman and CEO, Jeremy Asher, has
entered into an agreement to subscribe for, in aggregate, 9,615,384 new
Ordinary Shares in the Placing for £25,000 (the "Subscription").

The Company will use the net proceeds to advance its portfolio and to cover
working capital requirements going forward, including:

·    Funding maintenance and planning expenditure in Cameroon to maintain
the long-lead items inventory ready for the commencement of drilling and
testing of the NJOM-3 well, pending completion of the farm-out, and to make
payments and pre-payments to contractors;

·    Work programme costs in Namibia (for license PEL 96), where Tower
plans to conduct a basin modelling study based on the latest data available
from recent drilling in the areas adjoining the PEL96 acreage;

·    Work programme costs in South Africa (for the Algoa-Gamtoos license
operated by 50% partner New Age Energy Algoa (Pty) Ltd, which adjoins the
Total-operated blocks 11B/12B) where the license partners are preparing for 3D
seismic data acquisition in 2022/23;and

·    General working capital purposes.

 

Director Shareholdings

The following table sets out the Directors' shareholdings and percentage
interests in the issued share capital of the Company following completion of
the 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(*)         359,131,081                17.0                       9,615,384                                                  368,746,465                13.7                       22.2
 Dr. Mark Enfield†(#)    1,877,546                  0.1                        -                                                          1,877,546                  0.1                        0.1
 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.

† 1,808,144 of these shares are held by Geoscience Equity Ltd of which Mark
Enfield is the beneficial owner.

(#) Independent Director.

 

Related Party Transaction

Jeremy Asher is considered to be a "related party" as defined under the AIM
Rules and accordingly, his participation in the Placing constitutes a related
party transaction for the purposes of Rule 13 of the AIM Rules.

Dr. Mark Enfield and Paula Brancato, being the Directors independent of the
transaction, consider, having consulted with SP Angel Corporate Finance LLP,
the Company's Nominated Adviser, that the terms of the Subscription are fair
and reasonable insofar as the Company's shareholders are concerned.

 

Share Capital following the Placing

The Placing is conditional on, inter alia, the Placing Shares being admitted
to trading on AIM. Application has been made for the Placing Shares to be
admitted to trading on AIM and it is expected that admission of the Placing
Shares will become effective and that dealings will commence at 8.00 a.m. on
or around 21 January 2022.

Following admission of the Placing Shares, the Company's enlarged issued share
capital will comprise 2,686,095,669 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.

The Company has issued a broker warrant in favour of Novum granting it the
right to acquire 7,058,824 ordinary shares for a period of two years at a
price of 0.425p per share, being a premium of 16% to the closing share price
on 13 January 2022.

 

Jeremy Asher, Chairman and Chief Executive Officer, commented:

"We are working to finalise the Cameroon farm-out, which both parties wish to
see completed, and we are also encouraged by recent news reports of drilling
operations underway at Graff-1 and Venus-1X, operated by Shell and
TotalEnergies, respectively. However, while waiting for the farmout to
complete we must continue to prepare for drilling operations and to maintain
the current equipment inventory in a drill-ready state. We also want to keep
moving forward in Namibia and South Africa, so that we can capitalise on both
the improving economics of our acreage positions and also further positive
news around us. This does require us to raise capital at this time, though we
continue to seek to keep share issues to a minimum."

 

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 Beliss

 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:

 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:                                    Subscription for Placing shares
 c)            Price(s) and volume(s):

 Price(p)    Volume(s)
                                       0.26 pence  9,615,384

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

        Aggregated volume:

        Price:
 e)            Date of the transaction:                                      14 January 2022

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

 

 d)

 Aggregated information:

 Aggregated volume:

 Price:

 Single transaction as in 4 c) above

 e)

 Date of the transaction:

 14 January 2022

 07:00 GMT

 f)

 Place of the transaction:

 Outside a trading venue

 

d)

Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

 

e)

Date of the transaction:

14 January 2022

07:00 GMT

f)

Place of the transaction:

Outside a trading venue

 

 
 
 

 

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