Placing, Lifting of Suspension and Appointments

RNS Number : 9903V

Tower Resources PLC

09 November 2017

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Tower Resources PLC or other evaluation of any securities of Tower Resources PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

9 November 2017

Tower Resources plc

Placing and Subscription raises £2.1 million

Lifting of Suspension

Appointment of Nominated Adviser and Broker

Appointment of Non-Executive Director

Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, is delighted to announce today that it has raised gross proceeds of £2,100,000, through a placing and subscription of 210 million new ordinary shares of 1.0 pence each (the "Placing Shares") at a placing price of 1.0 pence per Placing Share (the "Placing Price") (the "Placing") conditional, amongst other things, on Admission. Admission of the Placing Shares is expected to take place at 08:00 on 14 November 2017.

Further to the Company's announcement of 12 May 2017, Tower's ordinary shares of 1 pence each ("Shares") were suspended from trading on the AIM Market. The Company's share price immediately prior to suspension was 2.375p. During the period of suspension, the Company has raised an aggregate of approximately £368,000 before expenses via a placing and open offer on 30 June and 7 August 2017 respectively, published its unaudited Interim Results for the six months ended 30 June 2017, and announced an operational update on Cameroon.

Restoration of trading in the Shares will take effect from 07:30 today, 9 November 2017.

The Company will use the net proceeds of the Placing principally to fund the Thali asset work programme located offshore Cameroon, details of which were announced on 10 October 2017, and for licence costs and working capital to prepare for drilling which is targeted for Q4 2018, subject to securing the relevant funding.

Appointment of Nominated Adviser and Broker

The Company also announces the appointment of SP Angel Corporate Finance LLP as nominated adviser and broker with immediate effect.

Jeremy Asher, Chairman & CEO, commented:

"I would like to thank existing and new shareholders of Tower for their support in this placing, and also SP Angel, our incoming Nomad, and Peel Hunt, our outgoing Nomad, for their advice and hard work. We can now move forward with the agreed work programme on the Thali license, including the reprocessing of existing 3D data, with a view to finalising our priorities for drilling.  With contingent Oil-In-Place (OIP) estimated at 39 million barrels (Pmean, gross) already discovered on the block, we now expect to be in a position to make a drilling decision on this high-quality discovered oil field later in 2018 and so be in a position to take advantage of the low cost of rigs and services in the current market. We remain confident in the Company's prospects and of achieving our goal to reach production as soon as possible."

To further improve the Company's balance sheet and preserve the proceeds of the Placing, the Company is seeking agreement from Jeremy Asher, Peter Taylor and Graeme Thomson, who are the present Directors of the Company, to waive a portion of their unpaid directors fees from May 2017 to date, and until the end of 2017, and to accept warrants for the subscription of approximately 24.78 million new ordinary shares at the Placing Price in lieu of the remainder of the directors fees owing from May 2017 until the end of 2017.  In addition, it is proposed that Jeremy Asher will apply 50% of his unpaid 2017 salary as Chief Executive (of £150,000 per annum) for the additional subscription of new ordinary shares at the Placing Price.  It is also proposed that the Directors will reduce their fees for 2018 and Directors will continue to be invited to accept warrants in lieu of cash payment of directors' fees on a quarterly basis based on the stock price and warrant valuation on the last trading day preceding each calendar quarter. The Company also proposes to revise its incentive arrangements and as part of this is proposing to issue a bonus and Share Incentive Plan award to the Chief Executive in shares only, with the Share Incentive Plan award vesting over several years and subject to performance criteria. A further announcement will be made once such arrangements have been agreed.

In addition, some of the fees payable in connection with the Placing will be applied for the subscription for 4,000,000 new ordinary shares at the Placing Price on Admission.

Director Dealings and Related Party Transaction

Peter Taylor and Graeme Thomson, Non-Executive Directors of the Company, have agreed to subscribe for 5,000,000 and 1,000,000 Placing Shares respectively in the Placing. Both Peter Taylor and Graeme Thomson are considered to be "related parties" as defined under the AIM Rules and accordingly, their participation in the Placing constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

Jeremy Asher, being the Director independent of the Placing, considers, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of Peter Taylor and Graeme Thomson's participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Following the issue of the Placing shares, Peter Taylor will have a beneficial interest in 15,451,726 ordinary shares of 1.0 pence each representing 4.4% of the issued share capital and total voting rights of the Company. Graeme Thomson will have a beneficial interest in 5,150,767 ordinary shares of 1.0 pence each representing 1.5% of the issued share capital and total voting rights of the Company.

In addition, Lansdowne Partners, a substantial shareholder in the Company, has agreed to subscribe for 30,000,000 Placing Shares in the Placing. Lansdowne is considered to be a "related party" as defined under the AIM Rules and accordingly, its participation in the Placing constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

Jeremy Asher, being the Director independent of the Placing, considers, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of Lansdowne Partners' participation in the Placing is fair and reasonable insofar as the Company's shareholders are concerned.

Details of the Placing

Application will be made for the Placing Shares, which will rank pari passu with the existing Shares, to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings will commence in the Placing Shares on or around 14 November 2017.

Total Voting Rights

Following the issue of the Placing Shares and service subscription shares, the issued share capital of the Company will consist of 354,917,601 Shares. No Shares were held in treasury at the date of this announcement. The total current voting rights in the Company are therefore 354,917,601.

The above total current voting rights number is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.

Grant of warrants

The Company has agreed, on Admission, to grant warrants over a total of 7,075,000 new Ordinary Shares to its broker SP Angel as part of the consideration due to them for services rendered in connection with the Placing. The warrants are exercisable at a price of 1 pence for a period of five years from the date of Admission.

Appointment of Non-Executive Director

The Company is also pleased to announce the appointment of Mr David M Thomas as Independent Non-Executive Director effective immediately.

Mr Thomas is a geologist with over 30 years of experience in the oil and gas industry, primarily in North and West Africa. After working in Libya for Occidental Petroleum and Tunisia for Tenneco (now British Gas) in the 1970s and 1980s, Mr Thomas returned to London as International Chief Geologist for Kuwait Petroleum Corporation and later founded a consulting company offering a range of petroleum advisory services. Mr Thomas served most recently as managing director of medOil PLC and has been a director of AIM-quoted Thalassa Holdings since 2008.

Further details in relation to the appointment of Mr Thomas are disclosed in accordance with Schedule 2(g) of the AIM Rules at the end of this announcement:

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

Notes:

Tower Resources Cameroon S.A, a wholly-owned subsidiary of Tower Resources plc, holds a 100% interest in the shallow water Thali (formerly known as "Dissoni") Production Sharing Contract (PSC), in the Rio del Rey basin, offshore Cameroon. Tower was awarded the PSC on 15 September 2015 for an Initial Exploration Period of 3 years.

The Thali PSC covers an area of 119.2 km², with water depths ranging from 8 to 48 metres, and lies in the prolific Rio del Rey basin, in the eastern part of the Niger Delta. The Rio del Rey basin has, to date, produced over one billion barrels of oil and has estimated remaining reserves of 1.2 billion barrels of oil equivalent ("boe"), primarily within depths of less than 2,000 metres. The Rio del Rey is a sub-basin of the Niger Delta, an area in which over 34.5 billion barrels of oil has been discovered, with 2.5 billion boe attributed to the Cameroonian section. The Thali Block has the potential to hold up to four distinct oil play systems, including the established play in which three discovery wells, one gas (Rumpi-1), one oil and gas (Njonji-2) and one oil (Njonji-1), have already been drilled. The current contingent Oil-In-Place estimate for the Njonji discovery is 39 million barrels (Pmean, gross) with an estimated 7 to 15 million barrels of recoverable oil. These are currently viewed as sub-commercial discoveries, but once the re-interpretation of seismic imaging has been achieved Tower sees potential to add incremental oil reserves to achieve commerciality. There is also significant potential to develop prospects at deeper levels, in both structural and stratigraphic traps, once better imaging has been achieved. 

In accordance with the guidelines for the AIM market of the London Stock Exchange, Dr Mark Enfield, BSc, PhD, FGS, Advisor to the Board of Tower Resources plc, who has over 30 years' experience in the oil & gas industry, is the qualified person that has reviewed and approved the technical content of this announcement.

Director Notes

Mr David Mansel Thomas, aged 67, currently holds or has held the following directorships and partnerships in the last five years:

Current Directorships	Previous Directorships
Thalassa Holdings Ltd
Orion Energy plc
Orion Albania Limited
Orion Oil & Gas Ltd
Gwalia Resources Ltd

There are no other disclosures in accordance with Schedule 2(g) of the AIM Rules in relation to David M Thomas.

Additional Disclosures relating to Mr Jeremy Asher in accordance with Schedule 2(g) of the AIM Rules are as follows:

Mr Jeremy Asher was a director and a director of a secured creditor of Golden Grid plc before that company was placed into a creditors' liquidation (by its secured creditors) in 1992. Unsecured creditors were assumed by one of Golden Grid plc's subsidiaries, which was acquired by that secured creditor.

Mr Jeremy Asher was a director of a number of subsidiaries of Bulk Oil Group Ltd, which were placed into administration in 1994 during an extended litigation and subsequently wound up.  Bulk Oil Group Ltd was wound up solvently in 2010 following the successful conclusion of that litigation.

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:	Participation in the Placing
c)	Price(s) and volume(s):	Price(s) Volume(s) 1 pence 5,000,000
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above Price(s) Volume(s) 1 pence 5,000,000
e)	Date of the transaction:	8 November 2017 22:00 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:	Participation in the Placing
c)	Price(s) and volume(s):	Price(s) Volume(s) 1 pence 1,000,000
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above Price(s) Volume(s) 1 pence 1,000,000
e)	Date of the transaction:	8 November 2017 22.00 GMT
f)	Place of the transaction:	Outside a trading venue

 

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