02:00 Tue 01 Sep 2020
Tower Resources PLC - Financing Update
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM
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
1 September 2020
Shard Merchant Capital Loan Facility Agreement
Extension of Pegasus Loan Facility
Issue of Shares and Warrants in connection with Loans
Subscription to raise
The Company has also, on
The aggregate number of shares to be issued in consideration of accrued and pre-paid interest for the Shard Facility and Pegasus Loan Facility is therefore 43,616,169 shares ("Loan Facility Interest Shares").
The Company also announces a subscription (the "Subscription") agreed on
The purpose of the Shard Facility, Pegasus Extension and the Subscription is to cover working capital while the Company finalises funding arrangements for the drilling of the NJOM3 well on the Thali licence as highlighted in the Company's
Shard Facility and Issue of Shares and Warrants
The Company has agreed a six-month funding facility of
As part of the Shard Facility agreement,
Extension of the Pegasus Loan Facility and Issue of Shares and Warrants
As previously announced on
The Company has now agreed with Pegasus a further extension of the repayment of the Pegasus Loan Facility, to coincide with the maturity date of the Shard Facility, pursuant to which the terms of the Pegasus facility would also be adjusted to reflect similar or equivalent terms to the Shard Facility. Therefore the redemption fee on the Pegasus Loan Facility will be changed to match that of the Shard Facility, and an equivalent number of warrants on equivalent terms pro rata will be issued to Pegasus in consideration for the Pegasus Extension. The total number of warrants to be issued to Pegasus, based on the same three year term and strike price per share as the Shard Warrants will therefore be 47,169,811 warrants. The default provisions of the Pegasus Loan Facility will also be conformed with the default provisions of the Shard Facility, and Pegasus will share its security position with Shard.
As part of the extension agreement,
Related Party Transactions
The Directors independent of the Pegasus Extension, being
The following tables sets out the Directors' share and warrant holdings and percentage interests in the issued share capital of the Company following completion of the subscription and issue of shares.
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Holding prior to the announcement of Proposed Subscription and Issue of Shares pursuant to the Loan Facility Interest |
Number of Shares acquired pursuant to the Loan Facility Interest |
Immediately following Admission of the Subscription and Loan Facility Interest Shares: |
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Number of Ordinary Shares |
% of issued share capital |
Number of Ordinary Shares |
Number of Ordinary Shares |
% of issued share capital |
% of fully diluted share capital |
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301,276,110 |
24.2 |
37,854,971 |
339,131,081 |
25.6 |
32.5 |
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18,451,726 |
1.5 |
- |
18,451,726 |
1.4 |
3.0 |
David M Thomas# |
- |
- |
- |
- |
- |
- |
* 1,805,308 of these shares are held by
# Independent Director
Note: fully diluted share capital is after exercise of all warrants and options, and based on no further conversion of loans to equity.
Director |
Number of Warrants being issued |
Total number of Warrants held including this issue* |
Shareholding upon exercise of total number of Warrants held |
% of issued share capital upon exercise of Warrants‡ |
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47,169,811† |
246,738,416 |
585,869,498 |
30.6 |
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- |
41,404,919 |
59,856,645 |
3.1 |
David M Thomas |
- |
17,215,461 |
17,215,461 |
0.9 |
*Warrants are held at different prices.
† Warrants issued to
‡Excludes share options
Share Capital following the Subscription and Issue of Shares
Application has been made for the Subscription Shares, and the Loan Facility Interest Shares, to be admitted to trading on AIM. It is expected that Admission of the Shares will become effective and that dealings will commence at
Following admission of the Subscription Shares and Loan Facility interest Shares, the Company's enlarged issued share capital will comprise 1,325,296,032 Ordinary Shares of
"We are pleased to have agreed this loan facility with Shard, which will provide us with working capital while we complete our asset-level financing for our
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.
Contacts
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+44 20 7157 9625 |
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+44 20 3470 0470 |
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+44 20 3657 0050 |
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+44 20 7886 2500 |
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NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
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Details of the person discharging managerial responsibilities/person closely associated |
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Reason for the notification |
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Position/status: |
Chairman and Chief Executive Officer |
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Initial notification/Amendment: |
Initial notification |
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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LEI: |
2138002J9VH6PN7P2B09 |
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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 |
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Description of the financial instrument, type of instrument: Identification code: |
Ordinary Shares of GB00BZ6D6J81
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Nature of the transaction: |
Pegasus Loan Facility interest shares
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Price(s) and volume(s): |
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Aggregated information: Aggregated volume: Price: |
Single transaction as in 4 c) above
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Date of the transaction: |
28 17:00 BST |
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Place of the transaction: |
Outside a trading venue |
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Details of the person discharging managerial responsibilities/person closely associated |
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Reason for the notification |
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Position/status: |
Chairman and Chief Executive Officer |
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Initial notification/Amendment: |
Initial notification |
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
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b) |
LEI: |
2138002J9VH6PN7P2B09 |
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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 |
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a) |
Description of the financial instrument, type of instrument: Identification code: |
Ordinary Shares of GB00BZ6D6J81
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Nature of the transaction: |
Bridging Loan Extension Facility warrants
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Price(s) and volume(s): |
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d) |
Aggregated information: Aggregated volume: Price: |
Single Transaction as in 4 c) above
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e) |
Date of the transaction: |
28 17:00 BST |
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f) |
Place of the transaction: |
Outside a trading venue |
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