1 July 2021
Tower Resources plc
Issue of Shares in lieu of fees to Oilfield International Ltd
Issue of Warrants to Directors
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, announces that it has issued 6,320,000 Ordinary shares in the Company (the "Fee Shares") to Oilfield International Ltd (OIL), in lieu of fees to the value of £15,800. The Company also announces the following issue of warrants to Directors in lieu of fees.
The Company has issued shares at an effective issue price of 0.25p per share in lieu of fees to OIL, which compiled asset reserves and resources valuation reports for Tower covering the Thali PSC, offshore Cameroon, in November 2018 and March 2020.
Warrants are being issued in lieu of £30,000 (in aggregate) of Directors fees to Paula Brancato and Mark Enfield (Non-Executive Directors), and Jeremy Asher (as Chairman) in settlement of fees due for the period from 1 July 2021 to 30 September 2021, to conserve the Company's working capital.
The warrants are exercisable at a strike price of 0.25 pence ("Warrants"), which is a premium of 16% to the closing share price of 0.215 pence per share on 30 June 2021, and are exercisable for a period of 5 years from the date of issue. The Warrants being issued are detailed below:
| Director | Number of Warrants being issued | Total number of Warrants held including this issue* | Shareholding upon exercise of total number of Warrants held | % of issued share capital upon exercise of Warrants |
| Jeremy Asher | 9,894,459 | 274,670,619 | 623,801,700 | 24.9% |
| Paula Brancato | 4,947,230 | 13,966,103 | 13,966,103 | 0.6% |
| Mark Enfield | 4,947,230 | 12,122,255 | 13,999,801 | 0.6% |
*Warrants are held at different prices.
As previously announced, the Directors will consider issuing further warrants in lieu of fees for each calendar quarter based on the closing price of the shares and the warrant valuation on the last day of the previous quarter and will make an election and announce the issue of warrants (if so elected) at the earliest opportunity in each calendar quarter. This election will be made by the Board with each Director taking into consideration the working capital position of the Company.
The Company also announces the issue of 4,947,230 warrants, on the same terms as the Warrants issued to Directors, to Mr Duncan Rushworth in lieu of fees for his work for the Company during the period from 1 July 2021 to 30 September 2021.
Shares in issue
It is expected that admission of the new shares will become effective at 8.00 a.m. on or around 6 July 2021.
Following admission of the shares, the Company's enlarged issued share capital will comprise 1,756,231,416 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.
Warrants in issue
Following the above issue of Warrants, the total number of Warrants in issue is 790,383,879 equating to 28.3% of the Company's enlarged share capital assuming full exercise of all warrants and share options.
Contacts
| Tower Resources plc | +44 20 7157 9625 |
| | |
| Jeremy Asher | |
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Andrew Matharu | |
| | |
| SP Angel Corporate Finance LLP Stuart Gledhill Caroline Rowe
| +44 20 3470 0470 |
| ETX Capital Elliot Hance | +44 20 7392 1436 |
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| Turner Pope Investments (TPI) Limited Andy Thacker
| +44 20 3657 0050 |
| Panmure Gordon (UK) Limited Nick Lovering Hugh Rich
| +44 20 7886 2500 |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a) | Name: | Mark Enfield | ||||||
| 2. | Reason for the notification | |||||||
| a) | Position/status: | Non-Executive Director | ||||||
| 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, type of instrument: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
| ||||||
| b) | Nature of the transaction: | Warrants in lieu of Directors fees | ||||||
| c) | Price(s) and volume(s): |
| ||||||
| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
| ||||||
| e) | Date of the transaction: | 1 July 2021 07:00 BST | ||||||
| f) | Place of the transaction: | Outside a trading venue | ||||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a) | Name: | Paula Brancato | ||||||
| 2. | Reason for the notification | |||||||
| a) | Position/status: | Non-Executive Director | ||||||
| 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, type of instrument: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
| ||||||
| b) | Nature of the transaction: | Warrants in lieu of Directors fees | ||||||
| c) | Price(s) and volume(s): |
| ||||||
| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
| ||||||
| e) | Date of the transaction: | 1 July 2021 07:00 BST | ||||||
| f) | Place of the transaction: | Outside 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, type of instrument: Identification code: | Ordinary Shares of 0.001 pence each GB00BZ6D6J81
| ||||||
| b) | Nature of the transaction: | Warrants in lieu of Directors fees
| ||||||
| c) | Price(s) and volume(s): |
| ||||||
| d) | Aggregated information: Aggregated volume: Price: | Single Transaction as in 4 c) above
| ||||||
| e) | Date of the transaction: | 1 July 2021 07:00 BST | ||||||
| f) | Place of the transaction: | Outside a trading venue | ||||||
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