License and Farmout Update & Subscription Raise

Tower Resources PLC

24 June 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.

24 June 2026

Tower Resources plc

("Tower" or the "Company")

License and Farmout Approval Update

Subscription to raise £400,000

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 2,500,000,000 ordinary shares of 0.001p each (the "Subscription Shares") to raise £400,000 at a price of 0.016p per Subscription Share (the "Subscription Price") (the "Subscription"), being at a discount of approximately 6% to the closing bid price of the Company's shares on 23 June 2026.

License and Farmout Approval Update

In Namibia, the Company is expecting the approval from the Minister any day, as our management are now in daily conversation with the Ministry following our meetings with the Upstream Petroleum Unit of the Office of the Presidency in March and May, and their having passed the file to the Ministry for action, as disclosed in our preliminary results announcement of 2 June 2026. In the course of this week, in response to email requests from the Ministry, the Company has forwarded the payment confirmation for the transfer fee and sent copies of documents that were missing from their file. In a further email yesterday, the Ministry advised the Company that they could not issue the approval letter today due to the Minister's schedule, but said they would respond to the Company no later than 1 July, 2026.

This letter is the final outstanding condition precedent for the completion of the Namibia farm-out, as other license holders have already received formal notifications of the farm-out and their pre-emption rights, which they have not taken up. Therefore, the next step will be to issue a notice of completion to all parties, following which completion should follow shortly after.

In Cameroon, following the Prime Minister's intervention, which the Company disclosed in March, Tower has been informed that the file has moved up to the Office of the Presidency for action, with a covering letter from the Prime Minister. This is necessary because the farm-out itself is contingent on a further extension of the initial exploration period of the Thali license, and as in the past, requires Presidential assent. So this process is also moving forward in the right way.

Subscription

In these circumstances, the Board considers it prudent to raise a modest amount of additional working capital, since even if both farm-out agreements are completed in the course of July as we hope, the Company could still be waiting several more weeks for the substantial further funding that those agreements will provide us.

The Company has 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 0.032p 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 of 1,235,000,000 and 1,265,000,000 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 29 June 2026 in respect of the first tranche of shares, and 8 July 2026 in respect of the second tranche of shares.

Following admission of both tranches of the Subscription Shares, the Company's enlarged issued share capital will comprise 42,800,326,423 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 will be 1,854,063,908 equating to 3.9% 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 pleased to be making progress on both approval processes, even though we wish they were already completed. It is important to remember that even a straight-forward farm-out proposal requires substantial government due diligence involving multiple departments, and we are grateful to all the individuals who have contributed to this process. We are not the only company to have experienced delays in approval processes in Namibia, in particular, for reasons I explained in our preliminary results statement. However, it is clear to us that the new organisation at the Ministry and the Upstream Petroleum Unit is much improved and we believe this reorganisation will be to the benefit of the whole industry in the longer term.

"In Cameroon, we must also keep in mind that the approvals sought have not only been for the farm-out, which itself required a normal due diligence process just as in Namibia, but also the further extension of the initial exploration period of the Thali license, which as in the case of previous extensions requires Presidential assent. It therefore requires more steps as it rises to the level of the President. While it has taken a long time to get the file to the Office of the Presidency, it is now there and they are aware of the urgency of it. However, we are still reluctant to predict how long it will take for a Presidential decision to be documented and sent back down the chain, even though we hope it will be very soon.

"We remain confident of the outcome, and will update investors when we have more concrete news on either approval."

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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