REG - Tower Resources PLC - Subscription and Director’s Dealings

Tower ResourcesAnnouncement

06/06/2024 07:00

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RNS Number : 3243R  Tower Resources PLC  06 June 2024

 

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.

 

6 June 2024

Tower Resources plc

("Tower" or the "Company")

Subscription to raise £137,500 and Director's Dealings

 

Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on
Africa, is pleased to announce a subscription for 1,195,652,174 ordinary
shares of 0.001p each (the "Subscription Shares") at a price of 0.0115p per
Subscription Share (the "Subscription"), representing a discount of
approximately 4% to the closing bid price of the Company's shares on 5 June
2024.

 

The Subscription has been arranged with the Company's Chairman and CEO, Jeremy
Asher, and another investor.

 

The proposed Subscription is being made to fund near term working capital and
to progress work on the Company's licenses; including the Thali PSC, offshore
Cameroon, PEL 96 in Namibia, and the Algoa-Gamtoos license in South Africa.
Further details are set out below.

 

Tower Resources Chairman & CEO, Jeremy Asher, commented:

 

"This subscription reflects my personal confidence in the Company and my
desire to purchase additional shares at this exciting moment for us. I am
pleased that an investor, introduced by one of our brokers, shared the same
view and also wanted to invest additional money into the Company at this time.
Our focus remains on the successful completion of our current asset-level
financing discussions and the execution of the NJOM-3 well, which we expect to
drill later this year."

 

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

 Caroline Rowe

 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

 

 

Related Party Transaction

 

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

 

                    Holding prior to the announcement of Subscription     Number of Subscription Shares acquired pursuant to the Subscription  Immediately following Admission of the Subscription 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(*)    1,011,603,608              6.08                       695,652,174                                                          1,707,255,782              9.57                       8.09
 Mark Enfield(#)    1,877,546                  0.01                       -                                                                    1,877,546                  0.02                       0.01(§)
 Paula Brancato(#)  -                          -                          -                                                                    -                          -                          -

 

* Includes shares held directly and via Agile Energy Ltd and Pegasus Petroleum
Ltd which are owned by the Asher Family Trust of which Jeremy Asher is a
lifetime beneficiary

(#) Independent Director

(§) This figure describes the ratio of shares held immediately after
admission to the fully diluted share capital; in the event that Mr Asher and
Mr Enfield exercised all warrants and options they hold and continued to hold
those additional shares after exercise, then their respective shareholdings
after full exercise as a percentage of fully diluted capital would be 16.04%
and 0.88% respectively.

 

Share Capital following the Subscription

 

Application has been made for the Subscription Shares to be admitted to
trading on AIM. 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 13
June 2024.

 

Following Admission of the Subscription Shares, the Company's enlarged issued
share capital will comprise 17,833,837,424 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.

 

 

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.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
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 ordinary shares
 c)            Price(s) and volume(s):

Price(s)     Volume(s)
                                                                             0.0115pence  695,652,174

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

Price(s)     Volume(s)
               Aggregated volume:                                            0.0115pence  695,652,174

               Price:

 
 e)            Date of the transaction:                                      5 June 2024
 f)            Place of the transaction:                                     Outside a trading venue

 

d)

Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

 Price(s)     Volume(s)
 0.0115pence  695,652,174

 

e)

Date of the transaction:

5 June 2024

f)

Place of the transaction:

Outside a trading venue

 

 

 

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