Subscription and Director’s Dealings
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Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on Africa, is pleased to announce a subscription for 1,195,652,174 ordinary shares of 0.001p each (the "Subscription Shares") at a price of 0.0115p per Subscription Share (the "Subscription"), representing a discount of approximately 4% to the closing bid price of the Company's shares on 5 June 2024.
The Subscription has been arranged with the Company's Chairman and CEO, Jeremy Asher, and another investor.
The proposed Subscription is being made to fund near term working capital and to progress work on the Company's licenses; including the Thali PSC, offshore Cameroon, PEL 96 in Namibia, and the Algoa-Gamtoos license in South Africa. Further details are set out below.
Tower Resources Chairman & CEO, Jeremy Asher, commented:
"This subscription reflects my personal confidence in the Company and my desire to purchase additional shares at this exciting moment for us. I am pleased that an investor, introduced by one of our brokers, shared the same view and also wanted to invest additional money into the Company at this time. Our focus remains on the successful completion of our current asset-level financing discussions and the execution of the NJOM-3 well, which we expect to drill later this year."
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, acting as the independent Directors, 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 Subscription | Number of Subscription Shares acquired pursuant to the Subscription | Immediately following Admission of the Subscription Shares | ||||
|---|---|---|---|---|---|---|
| Number of Ordinary Shares | % of issued share capital | Number of Ordinary Shares | Number of Ordinary Shares | % of issued share capital | % of fully diluted share capital | |
| Jeremy Asher * | 1,011,603,608 | 6.08 | 695,652,174 | 1,707,255,782 | 9.57 | 8.09 |
| Mark Enfield # | 1,877,546 | 0.01 | - | 1,877,546 | 0.02 | 0.01 § |
| 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 16.04% and 0.88% 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 Subscription Shares will become effective and that dealings will commence at 8.00 a.m. on or around 13 June 2024.
Following Admission of the Subscription Shares, the Company's enlarged issued share capital will comprise 17,833,837,424 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.
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 for ordinary shares
- Price(s) and volume(s): Price(s) Volume(s) 0.0115 pence 695,652,174
- Aggregated information: Aggregated volume: Price: Single transaction as in 4 c) above Price(s) Volume(s) 0.0115 pence 695,652,174
- Date of the transaction: 5 June 2024
- Place of the transaction: Outside a trading venue
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