TIDMTRP
RNS Number : 1046H
Tower Resources PLC
30 July 2019
30 July 2019
Tower Resources plc
Extension of Bridging Loan Facility
Issue of Warrants
Farm-out discussions
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 an extension of its Bridging Loan Facility
("Facility") of US$750,000. The terms of the extension include the
issue of 3 million of attached five-year 1.0 pence warrants with
the Facility now being due for repayment on or before 31 August
2019, representing a two month extension from its original term
(the "Extension").
As previously disclosed, the purpose of the Facility is to cover
working capital while the Company seeks to finalise funding
arrangements for the drilling of the NJOM3 well on the Thali
licence. The purpose of the Extension is to allow additional time
to progress farm-out discussions and arrange for refinancing of the
Facility. The Company continues to manage its limited cash
resources carefully as these discussions are progressed.
Bridging Loan Facility and Issue of Warrants
The Company has agreed an extension of the repayment of the
Facility until 31 August 2019 in return for the issue of 3 million
five-year warrants with a strike price of 1p per share. The value
of these warrants, based on a Bloomberg valuation using
Black-Scholes, is approximately 0.4p per warrant, with the
aggregate warrant value corresponding to approximately 2% of the
value of the Facility, and is intended to compensate the Facility
lenders for their additional risk and for the additional default
interest that the lenders will forego by granting the extension.
The Bridging Loan will continue to have a preferential right of
repayment from any future financing in excess of $750,000, and will
remain secured by the Company with interest due of 1% per month
(accrued and paid on repayment) along with a fixed and floating
charge over the Company's assets.
Some of the warrants will be issued to Pegasus Petroleum Ltd, a
company owned by Jeremy Asher, which is one of the lenders in the
Facility. Jeremy Asher, as a director of the Company, and Pegasus
Petroleum Ltd, are considered to be "related parties" as defined
under the AIM Rules and accordingly, the Extension and issue of
warrants constitute related party transactions for the purposes of
Rule 13 of the AIM Rules. The table of Director warrants will
therefore be updated as follows:
Director Number of Total number Shareholding % of issued
Warrants being of Warrants upon exercise share capital
issued held including of total number upon exercise
this issue* of Warrants of Warrants++
held
Jeremy Asher 1,500,000 87,266,008 173,157,503 20.8%
---------------- ---------------- ----------------- ---------------
Peter Taylor - 18,618,984 37,070,710 4.5%
---------------- ---------------- ----------------- ---------------
David M Thomas - - - -
---------------- ---------------- ----------------- ---------------
*Warrants are held at different prices
Warrants issued to Pegasus Petroleum Ltd; a company beneficially
owned by Jeremy Asher
++Excludes share options
800,100 of the warrants will be issued to Peel Hunt LLP, another
one of the lenders in the Facility. Peel Hunt LLP, as a substantial
shareholder of the Company, is also considered to be a "related
party" as defined under the AIM Rules and accordingly, the
Extension and issue of warrants constitute related party
transactions for the purposes of Rule 13 of the AIM Rules.
Related Party Transaction
The Directors independent of the Facility, being Peter Taylor
and David M Thomas, consider, having consulted with SP Angel
Corporate Finance LLP, the Company's nominated adviser, that the
terms of the extension to the Facility and issue of warrants are
fair and reasonable insofar as the Company's shareholders are
concerned.
Farm-out discussions
The Company is continuing farm-out discussions with multiple
parties and is hopeful of achieving a first term sheet in the near
future.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
Contacts
Tower Resources plc info@towerresources.co.uk
Jeremy Asher
Chairman and CEO
Andrew Matharu
VP - Corporate Affairs
SP Angel Corporate Finance
LLP
Nominated Adviser and Joint
Broker +44 20 3470 0470
Stuart Gledhill
Caroline Rowe
Turner Pope Investments
(TPI) Limited
Joint Broker
Andy Thacker +44 20 3621 4120
Whitman Howard Limited
Joint Broker
Nick Lovering
Hugh Rich +44 20 7659 1234
Yellow Jersey PR Limited +44 20 3004 9512
Tim Thompson
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. Tower was awarded the PSC
on 15 September 2015 for an Initial Exploration Period of 3 years,
which has been extended for a further year ending 15 September
2019.
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) 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 18 MMbbls of oil across
the proven Njonji-1 and Njonji-2 fault blocks;
-- Gross mean prospective resources of 20 MMbbls of oil across
the Njonji South and Njonji South-West fault blocks;
-- Gross mean prospective resources of 111 MMbbls of oil across
four identified prospects located in the Dissoni South and Idenao
areas in the northern part of the Thali licence;
-- Calculated EMV10s of US$118 million for the contingent
resources, and US$82 million for the prospective resources,
respectively.
In accordance with the guidelines for the AIM market of the
London Stock Exchange, Dr Mark Enfield, BSc, PhD, FGS, Advisor to
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: 1 pence each
Identification code: GB00BZ6D6J81
--------------------------------- ----------------------------------------
b) Nature of the transaction: Warrants attached
to loan
--------------------------------- ----------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
1.00 pence 1,500,000
----------
--------------------------------- ----------------------------------------
d) Aggregated information: Single transaction
Aggregated volume: as in 4 c) above Price(s) Volume(s)
Price: 1.00
pence 1,500,000
--------------------------------- ----------------------------------------
e) Date of the transaction: 30 July 2019
07:00 BST
--------------------------------- ----------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLLFLDDLIAFIA
(END) Dow Jones Newswires
July 30, 2019 02:00 ET (06:00 GMT)
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