Neither this Announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful. The information contained herein is restricted and is not for publication, release or distribution, in whole or in part, directly or indirectly, in, or into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such publication, release or distribution would be unlawful.

Please see below the front section of Tower’s £9m Placing, £4.1m Open Offer and Interim Results announcement. The full release can be found in the attached pdf.

Tower Resources plc (“Tower Resources” or the “Company”), (TRP.L, TRP LN), the AIM listed Africa focused oil and gas exploration company, is pleased to announce a placing to raise £9.0 million (US$13.9 million) before expenses (the “Placing”) and an open offer to raise up to £4.1 million (US$6.2 million) before expenses (the “Open Offer”). The proceeds of the Placing and the Open Offer will be used to fund the Company’s share of the 2013 costs associated with the Welwitschia-1 well in Namibia, the cash consideration payable in respect of the acquisition of Wilton Petroleum Limited (as announced on -3 July 2013), for general working capital purposes and to enhance the Company’s ability to pursue its new ventures strategy. The Placing is not conditional upon the Open Offer.

The Company has conditionally placed 802,343,266 New Ordinary Shares (the “Placing Shares”) at a price of 1.125 pence per share to raise gross proceeds of £9.0 million (US$13.9 million) by means of a placing by Peel Hunt LLP and GMP Securities Europe LLP. It is expected that Admission of the Placing Shares will become effective and that dealings will commence in the Placing Shares by 8.00 a.m. on 30 July 2013. In addition, in order to provide shareholders with an opportunity to participate in the fundraising, the Company is launching a 2 for 9 Open Offer of up to 360,811,606 new Ordinary Shares at a price of 1.125 pence per share to raise up to an additional £4.1 million (US$ 6.2 million).

Summary
  • £9.0 million (US$13.9 million) to be raised by way of a Placing with certain existing and new investors at a price of 1.125 pence per Placing Share
  • Up to an additional £4.1million (US$6.2 million) to be raised by way of an Open Offer
  • Funds from the Placing and Open Offer to be used to: fund the Company’s share of the 2013 costs associated with the Welwitschia-1 well in Namibia, planned to spud in February 2014; fund the cash consideration payable in respect of the acquisition of Wilton Petroleum Limited, announced on 3 July 2013; to enhance the Company’s ability to pursue its new ventures strategy; and for general working capital purposes
  • Open Offer of 2 Open Offer Shares for every 9 Existing Ordinary Shares to allow Qualifying Shareholders at the Record Date of 23 July 2013 the opportunity to participate in the Company’s fundraising at the same price as the Placing
  • Directors participation in the Placing, investing £1.2 million (US$1.9 million),demonstrating continued confidence in the Company and its prospects
  • Intention to farm out a 10% interest in Namibian licence 0010 (current interest 30%) to fund exposure to 2014 drilling costs
  • New ventures team recently announced signing of an agreement for the acquisition of Wilton Petroleum with its Madagascan licence, demonstrating their ability to identify, negotiate and execute strategic deals
  • Announcement of Interim Results for the period to 30 June 2013

The Circular concerning the Open Offer will shortly be sent to Shareholders and will also be made available on the Company’s website www.towerresources.co.uk once it has been sent.

Graeme Thomson, Chief Executive Officer of Tower Resources, said:

“At this crucial time in the Company’s development it is important that we have the means to fund our share of 2013 costs for the Welwitschia-1 well and to have the flexibility to enter into further new ventures. We are grateful to existing and new investors for their support, and are pleased that the Open Offer enables all shareholders to participate in this fundraising. Our high-potential 2014 drilling activity and new venture ambitions mean that these are truly exciting times for Tower.”

Jeremy Asher, Chairman of Tower Resources, said:

“We are delighted with the positive response to this Placing, at a time when many E&P investors have been holding back from the AIM market. We are especially pleased that two existing shareholders have increased their holdings substantially, and that a number of new institutional investors have joined the register. We could have completed this funding without the Open Offer, and we are not depending on it for funds; but many small investors have supported the Company loyally in the past and, in view of the low price of this issue, we felt that they should also have the opportunity to subscribe for shares on the same terms as the institutions if they wish. I believe that this Placing underscores the credibility of the Company’s management team and strategy, as well as the depth of the company’s financial support within its own shareholder base and its ability to expand that base further in the future.”

Readers are referred to the important notice that applies to this announcement. Unless otherwise stated, references to time contained in this announcement are to UK time. This announcement has been issued by and is the sole responsibility of Tower Resources plc.

Contacts
Tower Resources

Jeremy Asher (Chairman)
Graeme Thomson (CEO)
Andrew Matharu (VP – Corporate Affairs)
+44 20 7253 6639

Peel Hunt LLP

(Nominated Adviser and Joint Broker)
Richard Crichton/Andy Crossley
+44 20 7418 8900

GMP Securities Europe LLP (Joint Broker)

Rob Collins/Liz Williamson
+44 20 7647 2800

Vigo Communications

Chris McMahon/Peter Reilly
+44 20 7016 9570

-ends-

Download full press release [692KB]