Placing to raise £1.5 million and loan repayment

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.

11 August 2021

Tower Resources plc

Placing to raise £1.5 million and appointment of Joint Broker

Planned repayment of Pegasus Petroleum Limited Loan Facility

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 it has raised £1.5 million via a placing of 352,941,176 new ordinary shares of 0.001p each (the "Placing Shares") at a price of 0.425 pence per Placing Share (the "Placing"), a discount of 14% to the closing share price on 10 August 2021.

Novum Securities Limited ("Novum"), has acted as sole broker on this Placing and will serve as Joint Broker to the Company going forward.

The Company will use the net proceeds of the Placing to repay the US$750,000 loan facility from Pegasus Petroleum Ltd (whose ultimate beneficial owner is the Company's Chairman and CEO, Jeremy Asher) together with accrued interest and fees of US$102,500, and to cover working capital requirements going forward, including:

·    Work programme costs in Namibia (for license PEL 96) and South Africa (for the Algoa-Gamtoos license operated by 50% partner New Age Energy Algoa (Pty) Ltd, which adjoins the Total-operated blocks 11B/12B);

·    Funding maintenance and planning expenditure in Cameroon to maintain the long-lead items inventory ready for the commencement of drilling and testing of the NJOM-3 well, pending completion of the farm-out announced yesterday;

·    General working capital purposes.

The Company has agreed with Pegasus Petroleum Ltd that repayment of the loan facility will be made within five business days of 15 August 2021, being the extended deadline as announced on 24 June 2021, and that this will not result in the increased share of production-based payments to Pegasus that would otherwise have resulted from any further extension of the loan facility. These production-based payments will therefore effectively be limited to 3.75% of the Contractor share of revenues from the Thali production-sharing contract, net of the Government share and net of all Petroleum Taxes. This amount would have increased materially if the loan facility were not being repaid at this time.

Share Capital following the Placing

The Placing is conditional on, inter alia, the Placing Shares being admitted to trading on AIM. Application has been made for the Placing Shares to be admitted to trading on AIM and it is expected that Admission of the Shares will become effective and that dealings will commence at 8.00 a.m. on or around 18 August 2021.

Following admission of the Placing Shares, the Company's enlarged issued share capital will comprise 2,109,172,592 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.

Jeremy Asher, Chairman and Chief Executive Officer, commented:

"We are pleased to welcome Novum Securities aboard and to complete this placing, which puts the Company onto a much stronger financial footing to continue planning for drilling in Cameroon while completing our recently-announced farm-out, and also allows us to move forward with work programme commitments on our Namibian and South African licenses. While we felt that this placing was timely and necessary, we have sought to minimise share issues and will continue to do so, especially while financing our operations at the asset level remains more cost-effective. We are looking forward to providing further updates to shareholders as we move forward with our drilling programme in Cameroon and with 3D seismic data acquisition in South Africa together with our partners."

 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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