TIDMTRP
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 GBP 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
GBP1,499,999 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 GBP
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 GBP1.5 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 Number of Immediately following
to the announcement Placing Shares Admission of the Placing
of Placing acquired Shares
pursuant
to the Placing
Number % of Number of Number % of % of fully
of Ordinary issued Ordinary of Ordinary issued diluted
Shares share Shares Shares share share capital
capital 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
Nominated Adviser and Joint
Broker
Stuart Gledhill + 44 20 3470
Caroline Rowe 0470
Novum Securities Limited
Joint Broker
Jon Bellis + 44 20 7399
Colin Rowbury 9400
Panmure Gordon (UK) Limited
Joint Broker
John Prior + 44 20 7886
Hugh Rich 2500
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 Ordinary Shares of
instrument, type of instrument: 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
Aggregated volume: as in 4 c) above
Price: 142,857,143
0.175p
--------------------------------- -------------------------------------
e) Date of the transaction: 1 August 2022
18: 00 BST
--------------------------------- -------------------------------------
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END
IOEKFLFBLVLFBBF
(END) Dow Jones Newswires
August 02, 2022 02:00 ET (06:00 GMT)
Grafico Azioni Tower Resources (LSE:TRP)
Storico
Da Nov 2023 a Dic 2023
Grafico Azioni Tower Resources (LSE:TRP)
Storico
Da Dic 2022 a Dic 2023
