REG - Tower Resources PLC - Rig Contract and Proposed Subscription

Tower ResourcesAnnouncement

18/12/2023 07:00

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RNS Number : 0698X  Tower Resources PLC  18 December 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.

 

 

18 December 2023

Tower Resources plc

("Tower" or the "Company")

Signing of Rig Contract for Cameroon

Proposed Subscription to raise approximately £600,000

 

Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on
Africa, is pleased to announce that it has executed a contract with Borr
Drilling Limited ("Borr") for the hire of the Norve jack-up rig, one of Borr's
fleet of high-specification drilling units, (the "Rig" or the "Norve") to
drill the NJOM-3 well on Tower's Thali license in Cameroon in 2024.

 

The Company is also announcing its intention to raise gross proceeds of
approximately £600,000 through subscriptions for approximately 3,000,000,000
ordinary shares of 0.001p each (the "Subscription Shares") at a price of 0.02p
per Subscription Share (the Subscription Price), representing a discount of
approximately 13% to the closing bid price of the shares on 15 December 2023.
It is intended that Jeremy Asher, Chairman & CEO, will subscribe for
£80,000 of new ordinary shares as part of the Subscription.

 

The Rig Contract

 

The Rig is currently subject to existing contracts to deliver a series of
wells, whose timing are naturally subject to operational uncertainty.
Following the completion of those wells, the Rig is expected to be available
in Cameroon between April and August 2024. Subject to the Rig being available
during this time period, the Company therefore anticipates that the NJOM-3
well will be spudded in Q2 or possibly Q3 of 2024. The expected date range for
the Rig's availability will be narrowed as it draws nearer.

 

The contract is also subject to conditions precedent concerning the final
documentation of the Company's Thali license extension, and prepayment of a
portion of the expected rig hire. Other terms of the contract are
confidential, but the Company can confirm that the contracted day rate for the
Rig is in line with the Company's latest cost projections.

 

The Norve, constructed in 2011 at the PPL shipyard, Singapore, is capable of
operating in water depths of up to 400 ft, and its specifications may be found
via the link here:

 

https://borrdrilling.com/wp-content/uploads/2020/01/Borr-Drilling-Norve-06-Jan-2020.pdf

 

Proposed Subscription

 

The proposed Subscription is being made to fund working capital and work
programme commitments in all three of the Company's licenses over the coming
months, while the documentation of the Company's license extension in Cameroon
and current farm-out discussions are concluded.

 

The subscription would raise gross proceeds of approximately £600,000 through
the issue of approximately 3,000,000,000 ordinary shares of 0.001p each at a
price of 0.02p per Subscription Share, representing a discount of
approximately 13% to the closing bid price of the shares on 15 December 2023.

 

It is intended that Jeremy Asher, Chairman & CEO, will subscribe for
£80,000 of new ordinary shares as part of the Subscription, and it is also
intended to offer the brokers a warrant covering 65 million new ordinary
shares for a period of three years at a strike price of 0.04p per share.

 

A further announcement is expected to be made shortly in respect of the
proposed Subscription.

 

Tower Resources Chairman & CEO, Jeremy Asher, commented:

 

"Signing the Rig contract is a significant step forward in the development of
our Cameroon assets and moves us toward spudding the NJOM-3 well in 2024. The
Norve Rig was chosen both for its high specification and its anticipated
window of availability.

 

"Our next steps will be to finalise the documentation of the Thali license
extension with the Ministry of Mines, Industry and Technological Development
("MINMIDT"), and to move our farm-out discussions with multiple parties
towards a conclusion, we hope during the first quarter of 2024. As we have
explained in the past, our plan is to fund the well primarily with asset-level
financing, and we still believe that is realistic.

 

"While we finalise the farm-out discussions, we have chosen to raise a small
amount of capital of which I am investing £80,000. We envisage that the
majority of the remaining well cost will come from asset-level financing. I
have chosen to participate in this fundraising myself, as I have in several of
our previous recent fundraisings, reflecting my personal commitment to this
project and my confidence in its success."

 

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 & 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

 Axis Capital Markets Limited         +44 203 026 2689

Joint Broker

 Lewis Jones

 Ben Tadd

 Novum Securities Ltd                 +44 20 7399 9400

Joint Broker

 Jon Bellis

 Colin Rowbury

 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.

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