License and Farmout Approval Update & Subscription

Tower Resources PLC

16 March 2026

 

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.

16 March 2026

Tower Resources plc

("Tower" or the "Company")

License and Farmout Approval Update

Subscription to raise £1,499,999

Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on Africa, is pleased to provide an update on the approval 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 6,315,785,262 ordinary shares of 0.001p each (the "Subscription Shares") to raise £1,499,999  at a price of 0.02375p per Subscription Share (the "Subscription Price") (the "Subscription"), being at a discount of approximately 5% to the closing bid price of the Company's shares on 13 March 2026.

License and Farmout Approval Update

The Company visited both the Societe Nationale de Hydrocarbures ("SNH") and the Prime Minister during the past two weeks in Cameroon, together with Tower's partner Prime. The Company has now been informed by SNH that, following requests from the Prime Minister's office and a further site visit which took place last week, it will recommend to the Minister of Mines, Industry and Technological Development ("MINMIDT") to issue the requested extension of the First Exploration Period of Tower's Thali license for a further year to March 2027, and to approve Tower's proposed farmout of a 42.5% interest in the Thali license to Prime, though the Company is still waiting for written confirmation of this. The Prime Minister's office has separately told the Company that it is convening a meeting together with MINMIDT and SNH to bring the matter to a conclusion, and the Company expects the requisite documentation to follow soon after that meeting.

In Namibia, the Company met with the newly-formed Upstream Petroleum Unit, which reports directly to the President of Namibia, together with representatives from the Ministry of Industries, Mines and Energy. Following the meeting, Tower has been informed that its request for approval of the farmout to Prime of a 25% interest in PEL96 will now be expedited. The national oil company, NAMCOR, has informed the Company that its due diligence on Prime is now complete, and that is only waiting for some further documentation on Tower's local partner to complete its file. Investors will recall that the Company has already entered the First Renewal Period of PEL96.

The Company is therefore confident that these approvals will now be documented reasonably quickly, though the Company remains cautious about predicting a precise date for each.

Subscription

The Subscription is being made primarily to repay the convertible Bridge Loan (of £1 million plus accrued interest) previously announced and drawn down in three tranches on 26 March 2025, 1 July 2025, and 1 September 2025. The Bridge Loan is repayable on 25 March 2026 unless previously converted into shares at a conversion price of 0.056p per share. The balance of the Subscription proceeds, net of commissions and fees, will be used for working capital.

The Company has agreed to issue the broker, Axis Capital Markets Limited, warrants over 141,052,526 new ordinary shares for arranging the Subscription ("Broker Warrants"). The period of the Broker Warrants will be three years at a strike price of 0.0475p 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 three tranches of 3,121,050,526, 673,684,210 and 2,521,050,526 shares, respectively. It is expected that Admission of the Subscription Shares will become effective and that dealings will commence at 8.00 a.m. on or around 23 March 2026 in respect of the first tranche of 3,121,050,526 shares, 25 March 2026 in respect of the second tranche of 673,684,210 shares, and 30 March 2026 in respect of the third tranche of 2,521,050,526 shares.

Following admission of all three tranches of the Subscription Shares, the Company's enlarged issued share capital will comprise 40,300,326,423 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 is 1,808,562,175 equating to 4.0% of the Company's enlarged share capital assuming full exercise of all warrants, options and restricted shares.

Tower Resources Chairman & CEO, Jeremy Asher, commented:

"We are very pleased to be approaching the end of the process to receive our farm-out approvals, lengthy as it has been. We had wanted to have these concluded before the repayment date of the Bridge Loan, and it is possible that the documentation of one or both approvals may indeed be in hand by then, but we did not want to allow the potential repayment date to loom too close.

"We are still looking forward to drilling the NJOM-3 well in Cameroon as soon as possible this year, ideally in Q3, but, as usual, this will depend on rig schedules. We will update investors both when the formal documentation has been received and also when we have finalised the rig schedule together with our partners and SNH. We are also working with Prime on an application for a further block in Cameroon during the current license round, and we are continuing to work on further data acquisition on PEL96.

"We look forward to having more to say about these initiatives soon."

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.

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:

Tower Resources plc Jeremy Asher Chairman & CEO Andrew Matharu VP - Corporate Affairs	[phone]
BlytheRay Financial PR Tim Blythe Megan Ray	[phone] [e-mail]
SP Angel Corporate Finance LLP Nominated Adviser and Joint Broker Stuart Gledhill Caroline Rowe Josh Ray	[phone]
Axis Capital Markets Limited Joint Broker Lewis Jones	[phone]

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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