License Update & Subscription to raise £325,000

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 2,363,636,363 ordinary shares of 0.001p each (the "Subscription Shares") to raise £325,000 at a price of 0.01375p per Subscription Share (the "Subscription Price") (the "Subscription"), being at a discount of approximately 8% to the closing bid price of the Company's shares on 21 August 2026.

License and Farmout Approval Update

In Namibia, all parties have now executed the deeds of assignment in respect of the PEL 96 farm-out to Prime, except for the Minister of Mines, Industries and Energy ("MIME"). The original documents are currently with the Upstream Petroleum Unit ("UPU"), being checked before return to MIME for signature and stamping. This is a necessary formality and is not expected to take long.

The Company's partner Prime has waived the requirement for a formal completion meeting in London and has told the Company that it will remit the initial closing payment of approximately $625,000 as soon as it is satisfied that the deed of assignment has been executed and stamped by MIME. Further funds will follow after the submission of formal statements as provided for under the farm-out agreement.

In Cameroon, as previously explained, the Company's file containing the formal request of the Prime Minister for execution of its approvals, which Tower understands was already approved by the President while he was in Geneva last month, is now in the Office of the Presidency awaiting execution. The President himself returned to Yaounde yesterday, so the Company expects matters to continue to move forward in the near future.

Subscription

In these circumstances, the Board considers it prudent to raise a modest amount of additional working capital, since even if both farm-out agreements are completed in the course of this month or next month as we hope, the Company could still be waiting several more weeks for the substantial further funding that those agreements will provide us.

The Company has agreed to issue the broker, Axis Capital Markets Limited, warrants over 59,090,909 new ordinary shares for arranging the Subscription ("Broker Warrants"). The period of the Broker Warrants will be three years at a strike price of 0.0275p 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 and 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 28 August 2026.

Following admission of the Subscription Shares, the Company's enlarged issued share capital will comprise 45,163,962,786 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 1,775,918,668, equating to 3.9% 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 grateful to the team at Namibia's UPU and MIME for continuing to follow up our documentation so that we can complete our farm-out to Prime as soon as possible. We are also delighted that the President has returned to Cameroon, and we are looking forward to developments there as the President institutes the reforms he proposed after last year's elections.

"We are as eager as our shareholders to push forward with our work programmes on both PEL 96 and the Thali NJOM-3 well, and we remain confident of the outcomes. This small subscription allows us to continue with work in the meantime, and so to mitigate the impact of the time taken for completion. We will update investors when we have more concrete news in respect of each license."

Note regarding forward-looking statements