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License and Farmout Approval Update & Subscription

In brief · summary, not quotable

Tower Resources plc has announced a subscription to raise £1,499,999 at 0.02375p per share to repay a £1 million convertible Bridge Loan and for working capital. The company also provided an update on its farm-out transactions in Cameroon and Namibia, with indications that approvals for extending the Thali license and farming out interests to Prime Global Energies Limited are progressing, and the farm-out in Namibia is being expedited. Application has been made for the subscription shares to be admitted to trading on AIM in tranches throughout March 2026, resulting in an enlarged issued share capital of 40,300,326,423 ordinary shares.

Full announcement

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Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on Africa, is pleased to provide an update on the approval process in respect of the farm-out transactions with Prime Global Energies Limited ("Prime") in Cameroon and Namibia, announced on 10 January 2025.

Tower is also pleased to announce a subscription of 6,315,785,262 ordinary shares of 0.001p each (the "Subscription Shares") to raise £1,499,999 at a price of 0.02375p per Subscription Share (the "Subscription Price") (the "Subscription"), being at a discount of approximately 5% to the closing bid price of the Company's shares on 13 March 2026.

License and Farmout Approval Update

The Company visited both the Societe Nationale de Hydrocarbures ("SNH") and the Prime Minister during the past two weeks in Cameroon, together with Tower's partner Prime. The Company has now been informed by SNH that, following requests from the Prime Minister's office and a further site visit which took place last week, it will recommend to the Minister of Mines, Industry and Technological Development ("MINMIDT") to issue the requested extension of the First Exploration Period of Tower's Thali license for a further year to March 2027, and to approve Tower's proposed farmout of a 42.5% interest in the Thali license to Prime, though the Company is still waiting for written confirmation of this. The Prime Minister's office has separately told the Company that it is convening a meeting together with MINMIDT and SNH to bring the matter to a conclusion, and the Company expects the requisite documentation to follow soon after that meeting.

In Namibia, the Company met with the newly-formed Upstream Petroleum Unit, which reports directly to the President of Namibia, together with representatives from the Ministry of Industries, Mines and Energy. Following the meeting, Tower has been informed that its request for approval of the farmout to Prime of a 25% interest in PEL96 will now be expedited. The national oil company, NAMCOR, has informed the Company that its due diligence on Prime is now complete, and that is only waiting for some further documentation on Tower's local partner to complete its file. Investors will recall that the Company has already entered the First Renewal Period of PEL96.

The Company is therefore confident that these approvals will now be documented reasonably quickly, though the Company remains cautious about predicting a precise date for each.

Subscription

The Subscription is being made primarily to repay the convertible Bridge Loan (of £1 million plus accrued interest) previously announced and drawn down in three tranches on 26 March 2025, 1 July 2025, and 1 September 2025. The Bridge Loan is repayable on 25 March 2026 unless previously converted into shares at a conversion price of 0.056p per share. The balance of the Subscription proceeds, net of commissions and fees, will be used for working capital.

The Company has agreed to issue the broker, Axis Capital Markets Limited, warrants over 141,052,526 new ordinary shares for arranging the Subscription ("Broker Warrants"). The period of the Broker Warrants will be three years at a strike price of 0.0475p per share (representing a premium of 100% to the Subscription Price).

Share Capital following the Subscription

The Subscription Shares will rank pari passu with the Company's existing shares. Application has been made for the Subscription Shares to be admitted to trading on AIM in three tranches of 3,121,050,526, 673,684,210 and 2,521,050,526 shares, respectively. 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 23 March 2026 in respect of the first tranche of 3,121,050,526 shares, 25 March 2026 in respect of the second tranche of 673,684,210 shares, and 30 March 2026 in respect of the third tranche of 2,521,050,526 shares.

Following admission of all three tranches of the Subscription Shares, the Company's enlarged issued share capital will comprise 40,300,326,423 Ordinary Shares of 0.001p 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 the Broker Warrants, the total number of warrants in issue is 1,808,562,175 equating to 4.0% of the Company's enlarged share capital assuming full exercise of all warrants, options and restricted shares.

Tower Resources Chairman & CEO, Jeremy Asher, commented:

"We are very pleased to be approaching the end of the process to receive our farm-out approvals, lengthy as it has been. We had wanted to have these concluded before the repayment date of the Bridge Loan, and it is possible that the documentation of one or both approvals may indeed be in hand by then, but we did not want to allow the potential repayment date to loom too close.

"We are still looking forward to drilling the NJOM-3 well in Cameroon as soon as possible this year, ideally in Q3, but, as usual, this will depend on rig schedules. We will update investors both when the formal documentation has been received and also when we have finalised the rig schedule together with our partners and SNH. We are also working with Prime on an application for a further block in Cameroon during the current license round, and we are continuing to work on further data acquisition on PEL96.

"We look forward to having more to say about these initiatives soon."

Note regarding forward-looking statements

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

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