Bridge Loan

Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on Africa, is pleased to announce that the Company has agreed to expand its Bridge Loan, announced on 26 March 2025, by £250,000, from £500,000 to £750,000. The other terms of the Bridge Loan remain unchanged.

The Bridge Loan is an unsecured fixed-price convertible loan (the "Bridge Loan") provided by Prime Resources Limited ("PR") with a term of up to 12 months from 25 March 2025, and convertible into ordinary shares at a fixed conversion price of 0.05588 pence per share (being a premium of 100% to the average of the 5 daily VWAPs prior to the original issue date) if not prepaid earlier. PR is a Gibraltar-registered private investment company and is not related to the Company's prospective farm-in partner Prime Global Energies Limited.

Tower Resources Chairman & CEO, Jeremy Asher, commented:

"The purpose of the Bridge Loan remains to provide the Company with working capital flexibility in preparation for the drilling of the NJOM-3 well on the Thali license in Cameroon. We are now expecting completion of the Cameroon farm-out shortly, however, with the Admarine 510 rig scheduled to be in Cameroon in October, we need to proceed with the contracting of other services. We are also making progress towards completion of the Namibia farm-out, and will update investors with concrete news on both projects when appropriate."

Key Terms of the Bridge Loan

The Company has agreed a fixed-price convertible loan, now increased from £500,000 to £750,000 with PR, with a duration of up to 12 months from the original drawdown. The material terms of the loan comprise a 5% cash implementation fee payable on drawdown (which is immediate) and interest of 15% per annum or pro rata until repaid, accrued daily and paid on the maturity date. The loan agreement states that as long as the Company's share price (as defined by the average of the 5 latest daily VWAPs) is below the fixed conversion price, then the Company has the right to prepay the loan with accrued interest to the date of repayment and no further fees, with 10 business-days' notice, in which case the conversion right immediately lapses on repayment. However, if the Company's share price is higher than the fixed conversion price, then it will be at the lender's discretion to accept an early cash redemption.

The loan is unsecured, but Tower's operational subsidiaries are parties to standard corporate guarantees, and the facility contains standard default provisions.

Importantly, the terms of the Bridge Loan do not include the issue of any warrants or other equity-linked instruments other than the standard fixed-price conversion right if not repaid with interest.