TIDMTRP
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 GBP 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
GBP2,300,000 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 GBP 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 GBP2.3 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 Number of new Total number
of options options granted 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 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(*) 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
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
Nominated Adviser and Joint
Broker
Stuart Gledhill + 44 20 3470
Kasia Brzozowska 0470
Novum Securities Limited
Joint Broker
Jon Bellis + 44 20 7399
Colin Rowbury 9400
Axis Capital Markets Limited
Joint Broker +44 0203 026
Richard Hutchison 2689
Panmure Gordon (UK) Limited
Joint Broker
John Prior + 44 20 7886
Hugh Rich 2500
BlytheRay
Financial PR
Tim Blythe
Megan Ray +44 20 7138 3204
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)
0.05 100,000,000
------------
--------------------------------- -------------------------------------
d) Aggregated information: Single transaction
Aggregated volume: as in 4 c) above
Price: 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, Ordinary Shares of 0.001
type of instrument: 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
Aggregated volume: in 4 c) above
Price: 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, Ordinary Shares of 0.001
type of instrument: 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
Aggregated volume: in 4 c) above
Price: 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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END
IOEQQLBFXELLBBV
(END) Dow Jones Newswires
May 16, 2023 02:45 ET (06:45 GMT)
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