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Completion of Subscription

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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, further to the Company's announcement earlier today outlining the proposed subscription (the "Subscription") for 3,000,000,000 new Ordinary Shares (the "Subscription Shares"), the Company has successfully placed 3,000,000,000 new Ordinary Shares and raised gross proceeds totalling £600,000 at a Subscription Price of 0.02 pence per share. The Subscription Price of 0.02 pence per share represented a 13% discount to the closing bid price of the Company's shares on 15 December 2023.

Pursuant to the Subscription, Jeremy Asher, Chairman and CEO, has entered into an Agreement (the "Subscription Agreement") to subscribe for 400,000,000 new Ordinary Shares in the Subscription for £80,000 as detailed below.

The participation of Jeremy Asher (the "Director Related Party") constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Paula Brancato and Mark Enfield, the Director's independent of the Subscription consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the Director Related Party participation in the Subscription is fair and reasonable insofar as the Company's shareholders are concerned.

The following table sets out the Directors' shareholdings and percentage interests in the issued share capital of the Company following completion of the subscription.

Holding prior to the announcement of Proposed SubscriptionNumber of Subscription Shares acquired pursuant to the SubscriptionImmediately following Admission of the Subscription shares
Number of Ordinary Shares% of issued share capitalNumber of Ordinary SharesNumber of Ordinary Shares% of issued share capital% of fully diluted share capital
Jeremy Asher *611,603,6086.46400,000,0001,011,603,6088.117.18
Mark Enfield #1,877,5460.02-1,877,5460.020.01 §
Paula Brancato #------

* Includes shares held directly and via Agile Energy Ltd and Pegasus Petroleum Ltd which are owned by the Asher Family Trust of which Jeremy Asher is a lifetime beneficiary

# Independent Director

§ This figure describes the ratio of shares held immediately after admission to the fully diluted share capital; in the event that Mr Asher and Mr Enfield exercised all warrants and options they hold and continued to hold those additional shares after exercise, then their respective shareholdings after full exercise as a percentage of fully diluted capital would be 12.7% and 0.7% respectively.

Share Capital Following the Subscription

Application has been made for the Subscription Shares to be admitted to trading on AIM. It is expected that Admission of the Shares will become effective and that dealings will commence by 8.00 a.m. on or around 10 January 2024.

Following admission of the Shares, the Company's enlarged issued share capital will comprise 12,467,459,075 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 and Options in Issue

Following the issue of Broker Warrants the total number of Warrants and Options in issue is 1,615,088,147 equating to 11.5% of the Company's enlarged share capital assuming full exercise of all warrants and share options.

Note regarding forward-looking statements

  • Name: Jeremy Asher
  • Reason for the notification
  • Position/status: Chairman and Chief Executive Officer
  • Initial notification/Amendment: Initial notification
  • Name: Tower Resources PLC
  • LEI: 2138002J9VH6PN7P2B09
  • Description of the financial instrument, type of instrument: Identification code: Ordinary Shares of 0.001 pence each GB00BZ6D6J81
  • Nature of the transaction: Subscription shares
  • Price(s) and volume(s): Price(s) Volume(s) 0.02 pence 400,000,000
  • Aggregated information: Aggregated volume: Price: Single transaction as in 4 c) above Price(s) Volume(s) 0.02 pence 400,000,000
  • Date of the transaction: 18 December 2023 07:15 GMT
  • Place of the transaction: Outside a trading venue

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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