TIDMTRP
RNS Number : 2277I
Tower Resources PLC
11 August 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.
11 August 2021
Tower Resources plc
Placing to raise GBP1.5 million and appointment of Joint
Broker
Planned repayment of Pegasus Petroleum Limited Loan Facility
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 GBP1.5 million via a placing
of 352,941,176 new ordinary shares of 0.001p each (the "Placing
Shares") at a price of 0.425 pence per Placing Share (the
"Placing"), a discount of 14% to the closing share price on 10
August 2021.
Novum Securities Limited ("Novum"), has acted as sole broker on
this Placing and will serve as Joint Broker to the Company going
forward.
The Company will use the net proceeds of the Placing to repay
the US$750,000 loan facility from Pegasus Petroleum Ltd (whose
ultimate beneficial owner is the Company's Chairman and CEO, Jeremy
Asher) together with accrued interest and fees of US$102,500, and
to cover working capital requirements going forward, including:
-- Work programme costs in Namibia (for license PEL 96) and
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);
-- 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 announced yesterday;
-- General working capital purposes.
The Company has agreed with Pegasus Petroleum Ltd that repayment
of the loan facility will be made within five business days of 15
August 2021, being the extended deadline as announced on 24 June
2021, and that this will not result in the increased share of
production-based payments to Pegasus that would otherwise have
resulted from any further extension of the loan facility. These
production-based payments will therefore effectively be limited to
3.75% of the Contractor share of revenues from the Thali
production-sharing contract, net of the Government share and net of
all Petroleum Taxes. This amount would have increased materially if
the loan facility were not being repaid at this time.
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 Shares will become effective and that
dealings will commence at 8.00 a.m. on or around 18 August 2021
.
Following admission of the Placing Shares, the Company's
enlarged issued share capital will comprise 2,109,172,592 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 pleased to welcome Novum Securities aboard and to
complete this placing, which puts the Company onto a much stronger
financial footing to continue planning for drilling in Cameroon
while completing our recently-announced farm-out, and also allows
us to move forward with work programme commitments on our Namibian
and South African licenses. While we felt that this placing was
timely and necessary, we have sought to minimise share issues and
will continue to do so, especially while financing our operations
at the asset level remains more cost-effective. We are looking
forward to providing further updates to shareholders as we move
forward with our drilling programme in Cameroon and with 3D seismic
data acquisition in South Africa together with our partners."
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
Caroline Rowe + 44 20 3470 0470
Novum Securities Limited
Joint Broker
Gavin Burnell + 44 20 7399 9400
ETX Capital
Joint Broker
Thomas Smith + 44 20 7392 1436
Turner Pope Investments
(TPI) Limited
Joint Broker
Andy Thacker + 44 20 3657 0050
Panmure Gordon (UK) Limited
Joint Broker
Nick Lovering
Hugh Rich + 44 20 7886 2500
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END
IOEGZGMRZGDGMZZ
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August 11, 2021 02:00 ET (06:00 GMT)
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