Tower Resources PLC
24 August 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 August 2026
Tower Resources plc
("Tower" or the "Company")
License and Farmout Approval Update
Subscription to raise £325,000
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 2,363,636,363 ordinary shares of 0.001p each (the "Subscription Shares") to raise £325,000 at a price of 0.01375p per Subscription Share (the "Subscription Price") (the "Subscription"), being at a discount of approximately 8% to the closing bid price of the Company's shares on 21 August 2026.
License and Farmout Approval Update
In Namibia, all parties have now executed the deeds of assignment in respect of the PEL 96 farm-out to Prime, except for the Minister of Mines, Industries and Energy ("MIME"). The original documents are currently with the Upstream Petroleum Unit ("UPU"), being checked before return to MIME for signature and stamping. This is a necessary formality and is not expected to take long.
The Company's partner Prime has waived the requirement for a formal completion meeting in London and has told the Company that it will remit the initial closing payment of approximately $625,000 as soon as it is satisfied that the deed of assignment has been executed and stamped by MIME. Further funds will follow after the submission of formal statements as provided for under the farm-out agreement.
In Cameroon, as previously explained, the Company's file containing the formal request of the Prime Minister for execution of its approvals, which Tower understands was already approved by the President while he was in Geneva last month, is now in the Office of the Presidency awaiting execution. The President himself returned to Yaounde yesterday, so the Company expects matters to continue to move forward in the near future.
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 this month or next month 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 59,090,909 new ordinary shares for arranging the Subscription ("Broker Warrants"). The period of the Broker Warrants will be three years at a strike price of 0.0275p 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 and 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 28 August 2026.
Following admission of the Subscription Shares, the Company's enlarged issued share capital will comprise 45,163,962,786 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 is 1,775,918,668, 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 grateful to the team at Namibia's UPU and MIME for continuing to follow up our documentation so that we can complete our farm-out to Prime as soon as possible. We are also delighted that the President has returned to Cameroon, and we are looking forward to developments there as the President institutes the reforms he proposed after last year's elections.
"We are as eager as our shareholders to push forward with our work programmes on both PEL 96 and the Thali NJOM-3 well, and we remain confident of the outcomes. This small subscription allows us to continue with work in the meantime, and so to mitigate the impact of the time taken for completion. We will update investors when we have more concrete news in respect of each license."
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:
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Tower Resources plc Jeremy Asher Chairman & CEO Andrew Matharu VP - Corporate Affairs
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+44 20 7157 9625
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BlytheRay Financial PR Tim Blythe Megan Ray |
+44 20 7138 3204 tower@blytheray.com |
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SP Angel Corporate Finance LLP Stuart Gledhill Caroline Rowe
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+44 20 3470 0470 |
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Axis Capital Markets Limited Richard Hutchison |
+44 203 026 2689 |
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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.
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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