TIDMTRP
RNS Number : 9179C
Tower Resources PLC
24 June 2021
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.
24 June 2021
Tower Resources plc
Financing Update
Proposed Subscription to raise approximately GBP 50,000
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)),
the AIM listed oil and gas company with its focus on Africa,
announces a financing update and an intention to raise gross
proceeds of approximately GBP50,000 through a subscription of
approximately 20 million new ordinary shares of 0.001 pence each
(the "Subscription Shares") at a subscription price of 0.25 pence
per Subscription Share (the "Subscription Price") which is a
premium of 2% to the closing price of the Company's shares on 23
June 2021.
The Company's Chairman Jeremy Asher has indicated his
willingness to subscribe to the Subscription Shares.
Admission of the Subscription Shares to trading on AIM is
expected to take place at 08:00 on or around 1 July 2021.
Financing Update
As previously disclosed, the Company is in negotiations with
several parties to finance some or all of the NJOM-3 well, which it
hopes will be concluded soon. The Company also understands that
HMRC has not sought permission to appeal the Upper-Tier Tax
Tribunal's judgement of 20 May 2021 upholding the First Tier
Tribunal (FTT)'s judgement in the Company's favour in respect of
its VAT position. While the Company has not yet received
confirmation from HMRC of the implications of that decision, the
Company's directors are hopeful that the Company might soon resume
receiving VAT refunds as it did previously, including accumulated
unpaid refunds, by the Company's calculation, of at least
GBP275,000.
The timing and outcome of negotiations over the NJOM-3 well
financing remain unpredictable, and if successful may (or may not)
still require a modest increase in the Company's working capital,
but whether this would be the case and the amount will not be known
until the negotiations are finalised.
The Company has agreed with Pegasus Petroleum Limited
("Pegasus", whose ultimate beneficial owner is the Company's
Chairman Jeremy Asher) that the loan agreement between Pegasus and
the Company will be modified with the effect that the higher
royalty share for Pegasus, which was previously agreed to come into
force if the loan was not repaid by 15 July, 2021, will now only
come into force if the loan is not repaid by 15 August 2021.
Background to the Subscription
The proceeds of the Company's placing in January 2021 were
intended to repay the Company's working capital loan from Shard
Merchant Capital and to fund the Company's working capital
requirements to end of June. In view of the possibility of the
Company receiving funds from other sources over the coming months,
the Company does not wish to make a further substantial placing for
working capital purposes until it has a better view of whether such
a placing is necessary or for how much. However, the Company's
working capital does need a small supplement given that the end of
June has now been reached. Therefore the Company is proposing to
issue a small number of shares via subscription at the current
market price with a small premium.
The Company expects to make a further announcement shortly in
connection with the proposed subscription.
The Board looks forward to providing further updates in due
course.
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
ETX Capital
Joint Broker + 44 20 7392
Elliot Hance 1436
Turner Pope Investments
(TPI) Limited
Joint Broker + 44 20 3657
Andy Thacker 0050
Panmure Gordon (UK) Limited
Joint Broker
Nick Lovering + 44 20 7886
Hugh Rich 2500
Notes:
Tower Resources Cameroon S.A, a wholly-owned subsidiary of Tower
Resources plc, holds a 100% interest in the shallow water Thali
(formerly known as "Dissoni") Production Sharing Contract (PSC), in
the Rio del Rey basin, offshore Cameroon.
The Thali PSC covers an area of 119.2 km(2), with water depths
ranging from 8 to 48 metres, and lies in the prolific Rio del Rey
basin, in the eastern part of the Niger Delta. The Rio del Rey
basin has, to date, produced over one billion barrels of oil and
has estimated remaining reserves of 1.2 billion barrels of oil
equivalent ("boe"), primarily within depths of less than 2,000
metres. The Rio del Rey is a sub-basin of the Niger Delta, an area
in which over 34.5 billion barrels of oil has been discovered, with
2.5 billion boe attributed to the Cameroonian section.
An independent Reserve Report conducted by Oilfield
International Limited (OIL) and published in March 2020 has
highlighted the contingent and potential resources on the Thali
licence and the associated Expected Monetary Value (EMV) as
follows:
-- Gross mean contingent resources of 17.9 MMbbls of oil and
liquids across the proven Njonji-1 and Njonji-2 fault blocks;
-- Gross mean prospective resources of 19.8 MMbbls of oil and
liquids across the Njonji South and Njonji South-West fault
blocks;
-- Gross mean prospective resources of 111.3 MMbbls of oil and
liquids across four identified prospects located in the Dissoni
South and Idenao areas in the northern part of the Thali
licence;
-- Calculated Best Estimate NPV10 of US$119 million and EMV10
US$91 million for the contingent resources, based on March 2020
Brent price for 2021 of approximately $44/barrel.
In accordance with the guidelines for the AIM market of the
London Stock Exchange, Dr Mark Enfield, BSc, PhD, a Director of
Tower Resources plc, who has over 30 years' experience in the oil
and gas industry, is the qualified person that has reviewed and
approved the technical content of this announcement.
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