TIDMTRP
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 GBP1.5 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 GBP1.5 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 GBP
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 Number Immediately following Admission
to the announcement of Placing of the Placing Shares
of Placing Shares
acquired
pursuant
to the
Placing
Number % of Number Number % of % of fully
of Ordinary issued of Ordinary of Ordinary issued diluted
Shares share Shares Shares share share capital
capital 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 co nsidered 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
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe + 44 20 3470 0470
Novum Securities Limited
Joint Broker
Jon Beliss
Colin Rowbury + 44 20 7399 9400
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 Ordinary Shares of
instrument, type of instrument: 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
Aggregated volume: as in 4 c) above
Price:
--------------------------------------- ------------------------------
e) Date of the transaction: 14 January 2022
07:00 GMT
f) Place of the transaction: Outside a trading
venue
--------------------------------------- ------------------------------
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END
IOEGPUUPGUPPGBW
(END) Dow Jones Newswires
January 14, 2022 02:00 ET (07:00 GMT)
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