Placing to raise £1.5 million

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 £1.5 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 £1.5 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 £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. 

* 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 considered 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.

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