TIDMTRP
RNS Number : 2706W
Tower Resources PLC
16 April 2019
16 April 2019
Tower Resources plc
Completion of Bridging Loan Facility
Issue of Warrants
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)),
the AIM listed oil and gas company with its focus on Africa, is
pleased to announce that, further to the Company's announcement
earlier today outlining the proposed interim financing, the Company
has successfully agreed a Bridging Loan Facility ("Bridging Loan")
of US$750,000 with a single lender. The terms of the Bridging Loan
include the issue of 90 million of attached five-year 1.0 pence
warrants.
As previously disclosed, the purpose of the Bridging Loan is to
cover working capital while the Company seeks to finalise funding
arrangements for the drilling of the NJOM3 well on the Thali
licence in late May 2019.
Bridging Loan Facility and Issue of Warrants
The Company has agreed a short term senior secured funding
facility of US$750,000 with Pegasus Petroleum Ltd, a company
beneficially owned by the Company's Chairman Jeremy Asher. The
material terms of the facility comprise fees of 2%, interest of 1%
per month accrued and paid on repayment, a fixed and floating
charge over the Company's assets, and the issue of 90 million
5-year warrants priced at 1.0 pence per share ("Warrants"), which
is a premium of 38% over the Company's closing mid-market share
price on 15 April 2019. The Bridging Loan will be due for repayment
on or before 30 June 2019 and will have a preferential right of
repayment from any future financing secured by the Company.
The issue of Warrants has been summarised in the table
below.
Director Number of Total number Shareholding % of issued
Warrants being of Warrants upon exercise share capital
issued held including of total number upon exercise
this issue* of Warrants of Warrants++
held
Jeremy Asher 90,000,000 127,908,865 198,800,360 24.5
---------------- ---------------- ----------------- ---------------
Peter Taylor - 17,190,413 35,642,139 4.4
---------------- ---------------- ----------------- ---------------
Graeme Thomson - 15,690,413 20,841,180 2.6
---------------- ---------------- ----------------- ---------------
*Warrants are held at different prices
Warrants issued to Pegasus Petroleum Ltd; a company beneficially
owned by Jeremy Asher
++Excludes share options
Related Party Transaction
Jeremy Asher, as a director of the Company, and Pegasus
Petroleum Ltd, are considered to be "related parties" as defined
under the AIM Rules and accordingly, the Bridging Loan constitutes
a related party transaction for the purposes of Rule 13 of the AIM
Rules.
The Directors independent of the Bridging Loan, being Peter
Taylor, Graeme Thomson and David M Thomas, consider, having
consulted with SP Angel Corporate Finance LLP, the Company's
nominated adviser, that the terms of the Bridging Loan are fair and
reasonable insofar as the Company's shareholders are concerned.
Peter Taylor, Non-Executive Director, commented:
"This funding facility provides additional working capital which
we need to complete the well financing process. Our Chairman's
participation reflects his continuing confidence in the Company and
in our Cameroon project."
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 info@towerresources.co.uk
Jeremy Asher
Chairman and CEO
Andrew Matharu
VP - Corporate Affairs
SP Angel Corporate Finance
LLP
Nominated Adviser and Joint
Broker +44 20 3470 0470
Stuart Gledhill
Caroline Rowe
Turner Pope Investments
(TPI) Limited
Joint Broker
Andy Thacker +44 20 3621 4120
Whitman Howard Limited
Joint Broker
Nick Lovering
Hugh Rich +44 20 7659 1234
Yellow Jersey PR Limited +44 20 3735 8825
Tim Thompson
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,
which has been extended for a further year ending 15 September
2019.
The Thali PSC covers an area of 119.2 km(2), 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.
An independent Reserve Report conducted by Oilfield
International Limited (OIL) has highlighted the contingent and
potential resources on the Thali licence and the associated
Expected Monetary Value (EMV) as follows:
-- Gross mean contingent resources of 18 MMbbls of oil across
the proven Njonji-1 and Njonji-2 fault blocks;
-- Gross mean prospective resources of 20 MMbbls of oil across
the Njonji South and Njonji South-West fault blocks;
-- Gross mean prospective resources of 111 MMbbls of oil across
four identified prospects located in the Dissoni South and Idenao
areas in the northern part of the Thali licence;
-- Calculated EMV10s of US$118 million for the contingent
resources, and US$82 million for the prospective resources,
respectively.
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.
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: Jeremy Asher
--------------------------------- ----------------------------------------
2. Reason for the notification
---------------------------------------------------------------------------
a) Position/status: Chairman and Chief
Executive Officer
--------------------------------- ----------------------------------------
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 Ordinary Shares of
instrument, type of instrument: 1 pence each
Identification code: GB00BZ6D6J81
--------------------------------- ----------------------------------------
b) Nature of the transaction: Warrants attached
to loan
--------------------------------- ----------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
1.00 pence 90,000,000
-----------
--------------------------------- ----------------------------------------
d) Aggregated information: Single transaction
Aggregated volume: as in 4 c) above Price(s) Volume(s)
Price: 1.00
pence 90,000,000
--------------------------------- ----------------------------------------
e) Date of the transaction: 16 April 2019
07:00 GMT
--------------------------------- ----------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGGURWCUPBPUA
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April 16, 2019 02:30 ET (06:30 GMT)
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