Tower Resources PLC
11 August 2005
Tower Resources plc ('Tower' or the 'Company')
Acquiring Oil and Gas Exploration Interests in Namibia and Uganda
1. Overview
Tower is pleased to announce that it is to acquire oil and gas exploration
interests in Namibia and Uganda. The Company will acquire the interests through
the purchase of Neptune Petroleum Limited ('Neptune') in a transaction that will
constitute a reverse takeover within the meaning of the AIM Rules.
The total consideration for the acquisition of Neptune will be £4,000,000 to be
satisfied by the issue of 200,000,000 fully paid ordinary shares at an agreed
value of 2 pence per share. The terms of the agreement are summarised in
paragraph 4 below.
Tower Resources director, Russell Langusch, said 'This is an excellent
opportunity for the Company to acquire 100% of two frontier oil and gas plays.
This is particularly so in an environment of high oil prices, robust exploration
activity and significant competition for quality African exploration ground.
These two acquisitions enable the Company to position itself as an African
focussed off-shore and on-shore oil and gas explorer.'
2. Namibia
Overview
Neptune's wholly owned subsidiary, Neptune Petroleum (Namibia) Limited, has
applied for a petroleum exploration licence relating to Blocks 1910A, 1911 and
2011A in the Republic of Namibia and is negotiating a Petroleum Agreement with
The Government of the Republic of Namibia.
The blocks cover an area of about 19,000 square kilometres offshore Namibia, in
water depths ranging from 200 metres to more than 3000 metres. It is believed
that the basin or basins covered were formed in response to thermal subsidence
following the rifting preceding the separation of Africa from South America.
Very few wells have been drilled in the area, but from the data available two
oil prone source rock horizons have been identified, one in the early Aptian and
another in the Cenomanian - Turonian. Other source rocks may be present in the
syn-rift Lacustrine shales of the Hauterivan and possibly in shales in the
pre-rift Karoo section. Good reservoirs have been encountered in the Barremian
to Cenomanian and Turonian to Maastrichtian successions.
Reconnaissance grids of modern seismic data are available over all the blocks.
Few wells have been drilled to date but, the presence of oil prone source rocks
and good reservoirs and the totally unexplored nature of the deeper water
suggests this is an attractive frontier play.
Work Program and Commitments
The Exploration Licence has a 2 year first exploration period followed by two 2
year successive renewals. The minimum expenditure commitment in the first 2
year period is US$ 1.15 million.
3. Uganda
Overview
Neptune's wholly owned subsidiary, Neptune Petroleum (Uganda) Limited, has
applied for a petroleum exploration licence relating to Contract Area 5 in the
Republic of Uganda and is negotiating a Production Sharing Agreement with The
Government of the Republic of Uganda.
The area is onshore covering the northern part of the East African Rift Valley.
The main objectives are the Tertiary rift sediments which have been found to be
oil and gas bearing in the acreage to the south.
Oil seeps have been observed all along the edge of the rift but very few modern
wells have been drilled. The area is fairly flat savannah which should make
seismic acquisition relatively easy. The fiscal terms in Uganda are attractive
and development scenarios will depend on the size of accumulation discovered.
The initial program will consist of a study of existing gravity and magnetic
data and regional geological studies. The next stage would be to acquire modern
seismic data in order to determine the size and number of potentially
hydrocarbon-bearing structures. The final stage would be the drilling of wells
on the most attractive feature.
Work Programme and Commitments
The Exploration Licence has a 2 year Initial Exploration Period followed by two
2 year successive renewals. The minimum expenditure in the first 2 year period
is US$ 0.7 million.
4. Terms of the Agreement
The Company has entered into a conditional sale and purchase agreement with
Peter Blakey, Peter Taylor and Bayview Investments LLC whereby it agrees to
purchase Neptune Petroleum Limited in consideration of the issue of 200,000,000
fully paid ordinary shares at an agreed value of 2 pence per share.
The agreement is conditional on, amongst other things, Tower obtaining
shareholder approval of the transaction; the grant of the exploration licences
in each of Namibia and Uganda and the receipt of confirmation from The Panel on
Takeovers and Mergers that the City Code on Takeovers and Mergers (the 'Code')
does not apply to the Company or, if required, the completion of a 'whitewash'
procedure under Rule 9 of the Code.
Upon completion of the agreement, the vendors will be entitled to shares
comprising 61.5% of the total issued capital of the Company.
5. Reverse Takeover
The acquisition will be a reverse takeover within the meaning of the AIM rules
and, accordingly, the Company has requested trading in its shares on AIM to be
suspended pending publication of an AIM admission document.
***ENDS***
Contacts:
Ross Warner +44 77 6048 7769
Russell Langusch +44 207 484 5623
Hugh Warner +618 9420 9303
This information is provided by RNS
The company news service from the London Stock Exchange
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