TRP Tower Resources Plc

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.

15 February 2024

Tower Resources plc

("Tower" or the "Company")

Repayment of Energy Exploration Capital Partners LLC Facility

Subscription to raise £600,000

Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on Africa, is pleased to announce that it has reached an agreement (subject to contract) for the repayment of the outstanding balance owed to Energy Exploration Capital Partners, LLC ("EECP"), in accordance with the terms of the investment deed (the "Deed") announced to the market on 16 January 2023.

The Company is also announcing a subscription for approximately 3,333,333,333 ordinary shares of 0.001p each (the "Subscription Shares") at a price of 0.018p per Subscription Share (the "Subscription"), representing a discount of approximately 10% to the closing bid price of the Company's shares on 14 February 2024.

The Subscription has been arranged with certain investors by the Company's broker, Axis Capital Markets Limited.

EECP Facility Repayment and Subscription

The proposed Subscription is being made to fund working capital, including the full repayment of the outstanding balance of the EECP facility (currently comprising US$455,000 plus fees) and to progress work on the Company's licenses; including the Thali PSC, offshore Cameroon, PEL 96 in Namibia, and the Algoa-Gamtoos license in South Africa.

The Subscription will raise gross proceeds of £600,000 through the issue of 3,333,333,333 ordinary shares of 0.001p each at a price of 0.018p per Subscription Share, representing a discount of approximately 10% to the closing bid price of the Company's shares on 14 February 2024.

The Subscription Shares will be issued in two tranches with a first tranche of 1,045,833,333 shares ("First Tranche Subscription Shares") and a second tranche of 2,287,500,000 shares ("Second Tranche Subscription Shares").

It is intended to offer the broker, Axis Capital Markets Limited, 140,000,000 warrants over 140,000,000 new ordinary shares for arranging the Subscription ("Broker Warrants"). The period of the Broker Warrants will be three years at a strike price of 0.018p per share.

Share Capital following the Subscription

Application has been made for the Subscription Shares to be admitted to trading on AIM. It is expected that Admission of the First Tranche Subscription Shares will become effective and that dealings will commence at 8.00 a.m. on or around 22 February 2024. It is expected that Admission of the Second Tranche Subscription Shares will become effective and that dealings will commence at 8.00 a.m. on or around 8 March 2024.

Following admission of the Subscription Shares, the Company's enlarged issued share capital will comprise 16,638,185,250 Ordinary Shares of 0.001 pence 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 and options in issue is 2,068,625,814 equating to 11.1% of the Company's enlarged share capital assuming full exercise of all warrants and share options.

Tower Resources Chairman & CEO, Jeremy Asher, commented:

"We are pleased to have completed this Subscription and to have repaid the remaining balance of the advance from EECP. We are pursuing multiple asset-level financing discussions, as previously disclosed, and this fundraising will allow us to focus on these over the coming months. We remain confident of spudding the NJOM-3 well in Cameroon this summer."

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 Placing. 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.

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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.