Farm-out Completion Update & Subscription

Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on Africa, is pleased to provide an update on the completion 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 2,500,000,000 ordinary shares of 0.001p each (the “Subscription Shares”) to raise £325,000 at a price of 0.013p per Subscription Share (the “Subscription Price”) (the “Subscription”), being at a discount of approximately 7% to the closing bid price of the Company’s shares on 30 October 2026.

Farm-out Completion Update

In Cameroon, following the notification of the further extension of the Initial Exploration Period of the Thali PSC announced on 5 October 2026, the Company has been pursuing the finalisation of the additional formal documents for the completion of the farm-out to Prime. These are being prepared by the Minister of Mines, Industry and Technological Development (“MINMIDT”), and include a formal Arrêté and a letter of approval of the farm-out itself, as well as confirmation of the final text of the deed of assignment to be signed at completion. At the request of MINMIDT, the Company has supplied the details of the outstanding elements of the Initial Exploration Work Programme to be incorporated into those documents.

In Namibia, the Minister of Mines, Industries and Energy (“MIME”) had requested some amendments to the Company’s PEL 96 Petroleum Agreement (the “PA”) including updated references to the petroleum legislation. These changes also require a deed among the partners to amend the PA, and so the agreed approach is to add these amendments to the current deed of assignment, novation and amendment (the “PEL 96 Deed”) which had already been prepared and agreed for the farm-out. The Company has received the amended draft PEL 96 Deed from MIME, which still contains one small error to resolve with them, but their draft has already been circulated to the PEL 96 partners for their review and (once finalised) signatures before return to MIME for execution. Our original expectation had been for completion of the PEL 96 farm-out to occur in October. The Company believes there is agreement regarding the substance of the amendments and the Minister has informed us that he has directly requested finalised documents. Nevertheless, MIME’s procedures require multiple individuals to confirm that the correct version of the deed has been signed by the partners.

Subscription

As recently as a month ago, when the Company expected the completion of at least one of the two farm-out transactions during October, Tower had not expected to need to raise additional funds. However, the Board now believes that it is necessary to undertake this further small issue of shares for working capital to cover the additional elapsed time.

The Company has also agreed to issue the broker, Axis Capital Markets Limited, warrants over 62,500,000 new ordinary shares for arranging the Subscription (“Broker Warrants”). The period of the Broker Warrants will be three years at a strike price of 0.026p 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 two tranches, and it is expected that Admission of the first tranche of 1,005,000,000 Subscription Shares will become effective and that dealings will commence at 8.00 a.m. on or around 6 November 2026, and the second tranche of 1,495,000,000 Subscription Shares will become effective and that dealings will commence at 8.00 a.m. on or around 16 November 2026.

Following admission of both tranches of the Subscription Shares, the Company's enlarged issued share capital will comprise 47,663,962,786 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 will be 1,822,184,903, equating to 3.4% of the Company’s enlarged share capital assuming full exercise of all warrants, options and restricted shares.

Tower Resources Chairman & CEO, Jeremy Asher, commented:

“I am happy with the progress we are making towards completion of both farm-outs, and although we had hoped to avoid raising additional capital ahead of completion, we believe this small share issue is a sensible step to ensure the Company is appropriately funded throughout the final stages of the process. It provides reassurance against any unforeseen timing delays and, if those do not arise, the additional funds will still be put to good use in supporting our ongoing activities and priorities.

“I am currently in Windhoek, where our country representative and I have been reviewing the draft texts for the PEL 96 Deed with our partners, including NAMCOR, with whom we also held useful Technical Committee/Operating Committee meetings three weeks ago, and with the MIME staff. I plan to remain here this week to help see that the Minister receives the final, fully reviewed and signed PEL 96 Deed as soon as possible in order to effect completion. Nevertheless, as we have explained in previous announcements and as experience has taught us, any process that requires multiple individuals to review documents in a strict chain of custody has had the potential for delays even when everything is moving smoothly. However, we are grateful to the Minister for his commitment to finalising our documents, and we look forward to completion and the next steps in our work programme.”

Note regarding forward-looking statements