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 2021
Tower Resources plc
Placing to raise £1.25 million
Planned repayment and termination of Shard Merchant Capital Loan Facility
Appointment of Joint Broker
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 provide the following update on its fundraising activity in respect of its assets in Cameroon and South Africa, and to announce that it has raised £1.25 million at the topco level via a placing of 384,615,384 new ordinary shares of 0.001p each (the "Placing Shares") at a price of 0.325 pence per Placing Share, with each placee receiving 1 warrant exercisable for two years at 0.65 pence per share for every 3 shares subscribed (the "Placing")
Monecor (London) Ltd, trading as ETX Capital ("ETX Capital"), has acted as sole broker of this placing and will serve as Joint Broker to the Company going forward.
The Company will use the proceeds of the placing to terminate and repay the US$500,000 loan facility from Shard Merchant Capital Ltd when or before it falls due on 28 February 2021, without triggering the conversion options in the facility agreement, and to cover working capital requirements going forward, including:
· Contributing towards the cost of the seismic reprocessing and interpretation being undertaken by the Company's partner and license operator, NewAge Energy Algoa (Pty) Ltd ("NewAge"), in respect of the Algoa-Gamtoos license in South Africa;
· Funding maintenance expenditure in Cameroon to maintain the long-lead items inventory ready for the commencement of drilling and testing of the NJOM-3 well on the Thali license;
· General working capital purposes.
The Company is already in discussion with Pegasus Petroleum Ltd (whose ultimate beneficial owner is the Company's Chairman and CEO, Jeremy Asher) regarding a further extension of the US$750,000 Pegasus Loan Facility which also becomes due on 28 February 2021.
The Company is continuing discussions with potential farm-out partners for its Thali license in Cameroon, including OilLR and several others, and hopes to have a more substantial announcement to make in due course.
As previously disclosed, the Company is expecting to receive an updated interpretation of prospectivity on the Algoa-Gamtoos license, offshore South Africa, based on further reprocessing of existing 2D seismic data, from the operator, NewAge, in the near future. The Algoa-Gamtoos license is immediately adjacent to Total's blocks 11B/12B where Total's Brulpadda and Luiperd discovery wells were drilled approximately 150 kms to the East, in the same Outeniqua basin that passes through the deep-water section of the Algoa Gamtoos license. Last year NewAge identified a substantial Deep Albian prospect in this deep-water section of the Algoa Gamtoos license, and on the basis of the data then available, they estimated this prospect to contain 364 million barrels of unrisked prospective resources.
NewAge is working with Envoi on a farm-out process to bring in a third party to the Algoa-Gamtoos license, which is currently held 50% by NewAge and 50% by the Company, to fund the next stages of 3D seismic acquisition and potentially a new well on the license. This process has resulted in a number of well-known companies reviewing the data room and they will also be shown the new interpretation when available. The Company hopes to have more substantial news about this process in due course as well.
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. It is expected that Admission of the Shares will become effective and that dealings will commence at 8.00 a.m. on or around 20 January 2021.
Following admission of the Placing Shares, the Company's enlarged issued share capital will comprise 1,709,911,416 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.
Jeremy Asher, Chairman and Chief Executive Officer, commented:
"We are happy to complete this placing, which provides us with sufficient working capital to remain drill-ready in Cameroon, as soon as circumstances permit, and also allows us to contribute to the current work programme at Algoa-Gamtoos. It is still difficult to commit to firm time frames at present, both for operations and also financial transactions, but we are moving forward as quickly as we can, and remain confident that we will drill the NJOM-3 appraisal well and also bring in a partner for further 3D acquisition in Algoa Gamtoos. We are also continuing basin-modelling work in Namibia and await the results of other companies' drilling there with interest. We are pleased to welcome ETX Capital as Joint Broker and thank them for delivering this placing smoothly. "
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
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.
Tower Resources plc
+44 20 7157 9625
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SP Angel Corporate Finance LLP
+44 20 3470 0470
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+44 20 7392 1436
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Turner Pope Investments (TPI) Limited
+44 20 3657 0050
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Panmure Gordon (UK) Limited
+44 20 7886 2500