Farm-out Completion Update & Subscription
Summary by AI BETAClose X
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.
2 November 2026
Tower Resources plc
(“Tower” or the “Company”)
Farm-out Completion 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 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
This announcement contains certain forward-looking statements relating to the Company's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "targets" "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative of those, variations or comparable expressions, including references to assumptions.
The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements relate only to the position as at the date of this announcement. Neither the Directors nor the Company undertake any obligation to update forward looking statements, other than as required by the AIM Rules for Companies or by the rules of any other applicable securities regulatory authority, whether as a result of the information, future events or otherwise. You are advised to read this announcement and the information incorporated by reference herein, in its entirety. The events described in the forward-looking statements made in this announcement may not occur.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.
Any person receiving this announcement is advised to exercise caution in relation to the Subscription. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
Contacts:
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Tower Resources plc Jeremy Asher Chairman & CEO Andrew Matharu VP – Corporate Affairs
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+44 20 7157 9625
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BlytheRay Financial PR Tim Blythe Megan Ray |
+44 20 7138 3204 tower@blytheray.com |
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SP Angel Corporate Finance LLP Stuart Gledhill Caroline Rowe
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+44 20 3470 0470 |
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Axis Capital Markets Limited Richard Hutchison |
+44 203 026 2689 |
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IMPORTANT NOTICE
This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.
The information contained in this announcement is not to be released, published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States or to any US Person. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US Person. Securities may not be offered or sold in the United States absent: (i) registration under the Securities Act; or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.
This announcement does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in the capital of the Company or any other security in any jurisdiction in which such offer or solicitation is unlawful. The securities mentioned herein have not been, and the Ordinary Shares will not be, qualified for sale under the laws of any of Canada, Australia, the Republic of South Africa or Japan and may not be offered or sold in Canada, Australia, the Republic of South Africa or Japan or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan. Neither this announcement nor any copy of it may be sent to or taken into the United States, Canada, Australia, the Republic of South Africa or Japan. In addition, the securities to which this announcement relates must not be marketed into any jurisdiction where to do so would be unlawful.
About Tower Resources
Tower Resources plc is an AIM listed energy company building a balanced portfolio of energy opportunities in Africa across the exploration and production cycle in oil and gas and beyond. The Company’s current focus is on advancing its operations in Cameroon to deliver cash flow through short-cycle development and rapid production with long term upside, and de-risking attractive exploration licenses through acquiring 3D seismic data in the emerging oil and gas provinces of Namibia and South Africa, where world-class discoveries have recently been made.
Tower’s strategy is centred around stable jurisdictions that the Company knows well and that offer excellent fiscal terms. Through its Directors, staff and strategic relationship with EPI Group, Tower has access to decades of expertise and experience in Cameroon and Namibia, and its joint venture with New Age builds on years of experience in South Africa.
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