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 the following issue of warrants to Directors and a consultant to the Company in lieu of fees.

Warrants are being issued in lieu of £60,000 (in aggregate) of Directors fees to Paula Brancato and Mark Enfield (both Non-Executive Directors), and Jeremy Asher (as Chairman) in settlement of fees due for the period from 1 January 2024 to 30 June 2024, to conserve the Company's working capital.

The warrants are exercisable at a strike price of 0.03 pence ("Warrants"), which is a premium of 33% to the mid-point closing share price on 3 January 2024. The Warrants are exercisable for a period of 5 years from the date of issue and those being issued are detailed below:

*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. On this occasion warrants are being issued for two calendar quarters given the likelihood that the Company will be in a closed period at the start of Q2 2024.

The Company also announces the issue of 87,719,298 warrants, on the same terms as the Warrants issued to Directors to Mr Duncan Rushworth, a consultant to the Company, in lieu of fees for work for the Company during the period from 1 January 2024 to 30 June 2024.

Warrants in issue

Following the above issue of Warrants the total number of Warrants in issue is 1,365,684,637 equating to 9.1% of the Company's enlarged share capital assuming full exercise of all warrants and share options.

• Name: Mark Enfield
• Reason for the notification
• Position/status: Non-Executive Director
• 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: Warrants in lieu of Directors fees
• Price(s) and volume(s): Price(s) Volume(s) 0.03 pence 87,719,298
• Aggregated information: Aggregated volume: Price: Single transaction as in 4 c) above Price(s) Volume(s) 0.03 pence 87,719,298
• Date of the transaction: 4 January 2024 07:30 BST
• Place of the transaction: Outside a trading venue
• Details of the person discharging managerial responsibilities/person closely associated
• Name: Paula Brancato
• Reason for the notification
• Position/status: Non-Executive Director
• 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: Warrants in lieu of Directors fees
• Price(s) and volume(s): Price(s) Volume(s) 0.03 pence 87,719,298
• Aggregated information: Aggregated volume: Price: Single transaction as in 4 c) above Price(s) Volume(s) 0.03 pence 87,719,298
• Date of the transaction: 4 January 2024 07:30 BST
• Place of the transaction: Outside a trading venue
• Details of the person discharging managerial responsibilities/person closely associated
• 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: Warrants in lieu of Directors fees
• Price(s) and volume(s): Price(s) Volume(s) 0.03 pence 175,438,596
• Aggregated information: Aggregated volume: Price: Single Transaction as in 4 c) above Price(s) Volume(s) 0.03 pence 175,438,596
• Date of the transaction: 4 January 2024 07:30 BST
• Place of the transaction: Outside a trading venue