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.

Tower Resources plc (the “Company” or “Tower” (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, announces today that, further to the announcement at 7:00 a.m. this morning, it has agreed the following with certain of the Company’s Directors in respect of their fees and the Chief Executive’s compensation.

New Shares

The Board have agreed that a total of 15,000,000 ordinary shares of 1.0 pence each in the capital of the Company (the “New Shares”) will be issued at a price of 1.0 p per New Share (being the recently announced “Placing Price”) to Jeremy Asher, the Company’s Chairman and Chief Executive Officer, which comprise the following:

Jeremy Asher has agreed to apply 50% of his unpaid 2017 salary as Chief Executive, for the subscription of 7,500,000 New Shares.

The Board of the Company has further determined to award a bonus to Jeremy Asher of £75,000 to be paid in shares at 1.0p each, amounting to 7,500,000 New Shares.

For the avoidance of doubt these New Shares are in addition to the recently announced placing and subscription for £2,100,000.

Following the issue of these shares, Jeremy Asher will have a beneficial interest in 30,041,495 ordinary shares of 1.0 pence each representing 8.1% of the issued share capital and total voting rights of the Company.

Share Incentive Plan

The Board of the Company has determined to implement a Share Incentive Plan award to the Chief Executive covering rights over a further 15 million shares vesting after three years and subject to performance conditions so that 5 million of the shares will only be payable if, during the vesting period, the Company’s stock achieves a closing price at least 25% above the Placing Price, and 5 million of the shares will only be payable if, during the vesting period, the Company’s stock achieves a closing price at least 50% above the Placing Price. In each case the target share price must be achieved for a minimum of five (not necessarily consecutive) trading days during the vesting period.

Warrants

Warrants are being issued in lieu of fees to Peter Taylor and Graeme Thomson (non-executive directors), and Jeremy Asher (in his role as Chairman) for the period from 1 May 2017 to 31 December 2017, to conserve the Company’s working capital. The Directors are also waiving entirely approximately a third of the fees due to them for the same period, and have reduced fees payable for 2018.

The warrants are exercisable at a price of 1.0 pence (being the Placing Price) (“Warrants”) and are exercisable for a period of 5 years from the date of issue. The Warrants being issued are detailed below:

Director Number of Warrants Shareholding upon exercise of Warrants % of issued share capital upon exercise of Warrants
Peter Taylor 7,079,646 22,531,372 5.7
Graeme Thomson 7,079,646 12,230,413 3.1
Jeremy Asher 10,619,469 40,660,964 10.3

From 1 January 2018, the Directors will consider issuing further warrants in lieu of fees for each calendar quarter based on the closing price of the stock and the warrant valuation on the last day of the previous quarter, and will make an election and announce the issue of warrants (if so elected) at the earliest opportunity in each calendar quarter. This election will be made by the Board with each Director taking into consideration the working capital position of the Company.

Director Dealings and Related Party Transaction

Peter Taylor, Graeme Thomson and Jeremy Asher are considered to be “related parties” as defined under the AIM Rules and accordingly, the issue of New Shares and Warrants to them along with the Share Incentive Plan constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

David M Thomas, being the sole Director independent of the transaction, considers, having consulted with SP Angel Corporate Finance LLP, the Company’s nominated adviser, that the terms of the issue of equity, warrants and the Share Incentive Plan are fair and reasonable insofar as the Company’s shareholders are concerned.

Details of the New Shares

Application will be made for the New Shares, which will rank pari passu with the existing shares, to be admitted to trading on AIM (“Admission”). It is expected that Admission will become effective and dealings will commence in the New Shares on or around 14 November 2017.

Total Voting Rights

Following the issue of the New Shares, the issued share capital of the Company will consist of 369,917,601 Shares. No Shares were held in treasury at the date of this announcement. The total current voting rights in the Company are therefore 369,917,601.

The above total current voting rights number is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.

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 Broker
+44 20 3470 0470

Stuart Gledhill
Caroline Rowe

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.

The Thali PSC covers an area of 119.2 km², 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. The Thali Block has the potential to hold up to four distinct oil play systems, including the established play in which three discovery wells, one gas (Rumpi-1), one oil and gas (Njonji-2) and one oil (Njonji-1), have already been drilled. The current contingent Oil-In-Place estimate for the Njonji discovery is 39 million barrels (Pmean, gross) with an estimated 7 to 15 million barrels of recoverable oil. These are currently viewed as sub-commercial discoveries, but once the re-interpretation of seismic imaging has been achieved Tower sees potential to add incremental oil reserves to achieve commerciality. There is also significant potential to develop prospects at deeper levels, in both structural and stratigraphic traps, once better imaging has been achieved.

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: Peter Taylor
2. Reason for the notification
a) Position/status: Non-Executive Director
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 instrument, type of instrument:

Identification code:

Ordinary Shares of 1 pence each

GB00BZ6D6J81

b) Nature of the transaction: Warrants in lieu of salary
c) Price(s) and volume(s):  

Price(s) Volume(s)
1 pence 7,079,646

 

d) Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

Price(s) Volume(s)
1 pence 7,079,646

 

e) Date of the transaction: 9 November 2017

07:00 GMT

f) Place of the transaction: Outside a trading venue

 

1. Details of the person discharging managerial responsibilities/person closely associated
a) Name: Graeme Thomson
2. Reason for the notification
a) Position/status: Non-Executive Director
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 instrument, type of instrument:

Identification code:

Ordinary Shares of 1 pence each

GB00BZ6D6J81

b) Nature of the transaction: Warrants in lieu of salary
c) Price(s) and volume(s):  

Price(s) Volume(s)
1 pence 7,079,646

 

d) Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

Price(s) Volume(s)
1 pence 7,079,646

 

e) Date of the transaction: 9 November 2017

07:00 GMT

f) Place of the transaction: Outside a trading venue

 

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 instrument, type of instrument:

Identification code:

Ordinary Shares of 1 pence each

GB00BZ6D6J81

b) Nature of the transaction: Shares in lieu of salary

Issue of Bonus Shares

Warrants in lieu of salary

Rights to shares pursuant to Share Incentive Plan

c) Price(s) and volume(s):  

Price(s) Volume(s)
1 pence 7,500,000

 

Price(s) Volume(s)
1 pence 7,500,000

 

Price(s) Volume(s)
1 pence 10,619,469

 

Price(s) Volume(s)
0 pence 15,000,000
d) Aggregated information:

Aggregated volume:

Price:

Transaction as in 4 c) above

Price(s) Volume(s)
1 pence 7,500,000

 

Price(s) Volume(s)
1 pence 7,500,000
Price(s) Volume(s)
1 pence 10,619,469

 

Price(s) Volume(s)
0 pence 15,000,000

 

e) Date of the transaction: 9 November 2017

07:00 GMT

f) Place of the transaction: Outside a trading venue