Proposed Placing and Subscription
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 October 2019
Tower Resources plc
Extension and Restructuring of the Bridging Loan Facility
Proposed Placing and Subscription to raise approximately £1,500,000
Proposed issue of Fee Shares
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, announces the extension and restructuring of its Bridging Loan Facility (the "Facility") of US$750,000, details of which were first announced on 16 April 2019, and an intention to raise gross proceeds of approximately £1,500,000 through a placing and subscription of approximately 461.54 million new ordinary shares of 0.001 pence each (the "Placing Shares") at a price of 0.325 pence per Placing Share (the "Placing Price") with each participant receiving 1 warrant exercisable for three years at 1p per share for every 3 shares subscribed (the "Placing"). It is intended that Jeremy Asher, Chairman and CEO, will subscribe for £700,000 of new ordinary shares as part of the Placing.
The Company has signed Letters Of Intent ("LOIs") regarding the NJOM-3 well on the Njonji structure within the Company's Thali license with both COSL, in respect of its Seeker jack-up drilling rig (as previously notified), and also Geoquip Marine, in respect of its MV Investigator technical services vessel. The MV Investigator, which is now in West Africa, can execute the site survey at Njonji, including boreholes to test the underwater soil consistency, which needs to be done before the drilling rig can be brought onto site. The Company's subsidiary, Tower Resources Cameroon Ltd (the "Operator"), has applied to the Ministry of Mines, Industry and Technological Development for a further extension of the initial exploration period of the license to allow completion of the NJOM-3 well, and the Company expects this extension to be granted on the execution of a firm contract in respect of the site survey.
Restructuring and Extension of the Bridging Loan Facility
As previously noted, the Facility announced on 16 April 2019 had been extended until 31 August 2019 and since this time has continued to accrue interest of 1% per month (to be paid on repayment). The Company has agreed with Pegasus Petroleum Ltd ("Pegasus"), a company beneficially owned by the Company's Chairman Jeremy Asher, that Pegasus will advance further funds to the Company as part of the Facility to allow it to repay the other Facility lenders their US$375,000 principal in full together with accrued interest under the Facility. Pegasus will then hold 100% of the Facility, amounting to US$750,000 and the terms of the Facility will be amended.
The repayment date of the Facility will be extended to 30 June 2020, and although the Facility will continue to have a preferential right of repayment from future financing, the threshold for such repayment will be raised to US$2.5 million in respect of any single fundraising and US$5 million in cumulative fundraising and, in particular, repayment is waived in respect of the current Placing (the "Extension"). The Facility will remain secured with a fixed and floating charge over the Company's assets with interest due of 1% per month (to be accrued and paid on repayment).
In consideration for the Extension, it has been agreed that Pegasus will receive a possible additional consideration from Tower contingent upon Tower itself receiving cash flow arising from the Thali license. The Company is presently seeking to put in place a royalty to be paid to Tower comprising up to 10% of the contractor's share of production from Thali, and such a royalty also forms part of the farm-in terms being discussed with prospective partners. At present, the Company does not have agreements in place to receive any such royalties, but provided such agreements can be put in place, then Pegasus will receive a quarter share of any such royalties. Such an uncertain royalty share is difficult to value but it cannot exceed 2.5% of the value of the contractor's share of production arising from Thali, and if there is no such production then there will be no royalties. The purpose of this is to provide a success-based and profit-related incentive to Pegasus to extend the Facility as required in order to secure financing for the Thali license, that is substantially less than the return which a similar investment in the Company's equity today may be expected to achieve in the case of success at Thali, but which reflects the risk of the extended Facility and without issuing further warrants or incurring any further cost to the Company unless the Thali license can be successfully put into production.
The Extension constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Peter Taylor and David M Thomas, acting as the independent Directors, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the Extension are fair and reasonable insofar as the Company's shareholders are concerned.
Whilst financing negotiations continue regarding the Thali license, the Company is proposing to raise approximately £1,500,000 for working capital purposes via the Placing.
In order to provide Pegasus and Jeremy Asher respectively with sufficient time to realise other assets to facilitate the further advance by Pegasus under the Facility and the planned subscription by Jeremy Asher for £700,000 of new ordinary shares in the Placing, and to allow certain of the other Facility Lenders to use some or all of their repayments from the Facility to participate in the Placing, the Placing is expected to comprise two tranches:
● the first tranche of £401,250, comprising a placing and subscription for approximately 123,461,538 new ordinary shares (the "First Tranche") including £100,000 of Jeremy Asher's subscription will be unconditional;
● the second tranche of £1,098,750, comprising a subscription for approximately 338,076,923 new ordinary shares (the "Second Tranche") including £600,000 of Jeremy Asher's subscription is conditional on:
(i) the receipt by the Company of the further advance by Pegasus of US$375,000 plus accrued interest under the Facility; and the repayment by the Company to the other Facility lenders of their US$375,000 principal together with accrued interest; and
(ii) completion of the subscription by Jeremy Asher for the remaining £600,000 of new ordinary shares as part of the Placing.
Completion of the First Tranche is expected on or around 21 October 2019 and completion of the Second Tranche is expected on or around 12 November 2019.
The warrants to be issued in respect of the Placing are contingent on the Company receiving an increase in the authority of the Board to allot shares that is sufficient to cover these warrants at its next AGM or EGM.
The Placing funds will allow the Company to cover ongoing operational costs, pay creditors and also secure the services of Geoquip Marine's MV Investigator to undertake the site survey and drill boreholes, which is the final operational step needed prior to being able to bring the drill rig itself to the site.
In addition to the Placing, the Company expects to issue additional equity, comprising approximately 50,784,000 shares on the same terms and with the same attached warrants as the Placing (the "Fee Shares"), to some service providers in lieu of £165,048 fees either already accrued or to be accrued over the next six months.
Finally, as in previous quarters, the Company has asked certain directors to accept warrants in lieu of a portion of their director fees, totalling £15,000 for the fourth quarter of 2019 (the "Director Warrants"), in order to conserve the Company's cash.
A further announcement is expected to be made shortly in connection with the proposed Placing, Fee Shares and issue of Director Warrants.
Jeremy Asher, Chairman and CEO, commented: "I am pleased to have received the support of new and existing investors in Tower and I hope my personal commitment to the Placing and Facility (including the latter's extension) serves as a demonstration of my own confidence in being able to develop the Thali license, on which we continue to talk with potential financing partners. With this financing being completed and the recent, albeit early-stage, interest being shown by an oil major in our Namibian assets, I remain confident in the future prospects of the Company and look forward to updating the market with progress across our portfolio."
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
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.
Tower Resources plc
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SP Angel Corporate Finance LLP
+44 20 3470 0470
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Turner Pope Investments (TPI) Limited
+44 20 3657 0050
Whitman Howard Limited
+44 20 7659 1234
Yellow Jersey PR Limited
+44 20 3735 8825
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.
An independent Reserve Report conducted by Oilfield International Limited (OIL) has highlighted the contingent and potential resources on the Thali licence and the associated Expected Monetary Value (EMV) as follows:
§ Gross mean contingent resources of 18 MMbbls of oil across the proven Njonji-1 and Njonji-2 fault blocks;
§ Gross mean prospective resources of 20 MMbbls of oil across the Njonji South and Njonji South-West fault blocks;
§ Gross mean prospective resources of 111 MMbbls of oil across four identified prospects located in the Dissoni South and Idenao areas in the northern part of the Thali licence;
§ Calculated EMV10s of US$118 million for the contingent resources, and US$82 million for the prospective resources, respectively.
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.
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