Issue of Warrants to Directors- REPLACEMENT

RNS Number : 7116J

Tower Resources PLC

03 April 2018

 

3 April 2018

REPLACEMENT

An amendment has been made to the 'Issue of Warrants to Directors' announcement released on 3 April 2018 at 16:51 under RNS No. 6996J. The number of warrants being issued had previously been incorrectly stated and have now been amended. All other details remain unchanged.

The full amended text is shown below.

Tower Resources plc

Issue of Warrants to Directors

Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, announces the following issue of warrants to Directors in lieu of fees.  

Warrants are being issued in lieu of £15,000 (in aggregate) of Directors fees to Peter Taylor and Graeme Thomson (non-executive directors), and Jeremy Asher (as Chairman) in partial settlement of fees due for the period from 1 April 2018 to 30 June 2018, to conserve the Company's working capital.

The warrants are exercisable at a price of 1.5 pence ("Warrants"), which is a premium of 5% to the Company's closing share price on 29^th March 2018, and are exercisable for a period of 5 years from the date of issue. The Warrants being issued are detailed below:

Director	Number of Warrants being issued	Total number of Warrants held*	Shareholding upon exercise of Warrants	% of issued share capital upon exercise of Warrants
Peter Taylor	520,833	8,254,231	23,705,957	5.8%
Graeme Thomson	520,833	8,254,231	13,404,998	3.3%
Jeremy Asher	1,041,667	12,950,481	42,991,976	10.5%

*Warrants are held at different prices.

As previously announced, the Directors will consider issuing further warrants in lieu of fees for each calendar quarter based on the closing price of the stock and the warrant valuation on the last day of the previous quarter, and will make an election and announce the issue of warrants (if so elected) at the earliest opportunity in each calendar quarter. This election will be made by the Board with each Director taking into consideration the working capital position of the Company.

Director Dealings and Related Party Transaction

Peter Taylor, Graeme Thomson and Jeremy Asher are considered to be "related parties" as defined under the AIM Rules and accordingly, the issue of Warrants to them constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

David M Thomas, being the sole Director independent of the transaction, considers, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of the issue of warrants are fair and reasonable insofar as the Company's shareholders are concerned.

Warrants and Options in issue

Following the above issue of Warrants, the total number of warrants in issue is 36,576,314 equating to 8.9% of the Company's enlarged issued share capital assuming full exercise of all warrants. The current issued share capital of the Company comprises 374,270,520 shares.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

Contacts

Tower Resources plc	[e-mail]
Jeremy Asher Chairman and CEO
Andrew Matharu VP - Corporate Affairs
SP Angel Corporate Finance LLP Nominated Adviser and Broker	[phone]
Stuart Gledhill
Caroline Rowe

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Peter Taylor
2.	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Tower Resources PLC
b)	LEI:	2138002J9VH6PN7P2B09
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary Shares of 1 pence each GB00BZ6D6J81
b)	Nature of the transaction:	Warrants in lieu of Directors fees
c)	Price(s) and volume(s):	Price(s) Volume(s) 1.5 pence 520,833
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above Price(s) Volume(s) 1.5 pence 520,833
e)	Date of the transaction:	3 April 2018 10:00 GMT
f)	Place of the transaction:	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Graeme Thomson
2.	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Tower Resources PLC
b)	LEI:	2138002J9VH6PN7P2B09
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary Shares of 1 pence each GB00BZ6D6J81
b)	Nature of the transaction:	Warrants in lieu of Directors fees
c)	Price(s) and volume(s):	Price(s) Volume(s) 1.5 pence 520,833
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above Price(s) Volume(s) 1.5 pence 520,833
e)	Date of the transaction:	3 April 2018 10:00 GMT
f)	Place of the transaction:	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Jeremy Asher
2.	Reason for the notification
a)	Position/status:	Chairman and Chief Executive Officer
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Tower Resources PLC
b)	LEI:	2138002J9VH6PN7P2B09
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary Shares of 1 pence each GB00BZ6D6J81
b)	Nature of the transaction:	Warrants in lieu of Directors fees
c)	Price(s) and volume(s):	Price(s) Volume(s) 1.5 pence 1,041,667
d)	Aggregated information: Aggregated volume: Price:	Single Transaction as in 4 c) above Price(s) Volume(s) 1.5 pence 1,041,667
e)	Date of the transaction:	3 April 2018 10:00 GMT
f)	Place of the transaction:	Outside a trading venue

 

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