Tower Resources, the AIM-listed oil and gas company focused on Africa, provides an update on the approval process in respect of the farm-out transactions with Prime Global Energies in Cameroon and Namibia, announced on 10 January 2025.

Tower is also pleased to announce a subscription of 2,500,000,000 ordinary shares of 0.001p each (the "Subscription Shares") to raise £400,000 at a price of 0.016p per Subscription Share (the "Subscription Price") (the "Subscription"), being at a discount of approximately 6% to the closing bid price of the Company's shares on 23 June 2026.

License and Farmout Approval Update

In Namibia, the Company is expecting the approval from the Minister any day, as our management are now in daily conversation with the Ministry following our meetings with the Upstream Petroleum Unit of the Office of the Presidency in March and May, and their having passed the file to the Ministry for action, as disclosed in our preliminary results announcement of 2 June 2026. In the course of this week, in response to email requests from the Ministry, the Company has forwarded the payment confirmation for the transfer fee and sent copies of documents that were missing from their file. In a further email yesterday, the Ministry advised the Company that they could not issue the approval letter today due to the Minister's schedule, but said they would respond to the Company no later than 1 July, 2026.

This letter is the final outstanding condition precedent for the completion of the Namibia farm-out, as other license holders have already received formal notifications of the farm-out and their pre-emption rights, which they have not taken up. Therefore, the next step will be to issue a notice of completion to all parties, following which completion should follow shortly after.

In Cameroon, following the Prime Minister's intervention, which the Company disclosed in March, Tower has been informed that the file has moved up to the Office of the Presidency for action, with a covering letter from the Prime Minister. This is necessary because the farm-out itself is contingent on a further extension of the initial exploration period of the Thali license, and as in the past, requires Presidential assent. So this process is also moving forward in the right way.

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 July 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 62,500,000 new ordinary shares for arranging the Subscription ("Broker Warrants"). The period of the Broker Warrants will be three years at a strike price of 0.032p 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 in two tranches of 1,235,000,000 and 1,265,000,000 shares, respectively. 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 29 June 2026 in respect of the first tranche of shares, and 8 July 2026 in respect of the second tranche of shares.

Following admission of both tranches of the Subscription Shares, the Company's enlarged issued share capital will comprise 42,800,326,423 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 will be 1,854,063,908 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 pleased to be making progress on both approval processes, even though we wish they were already completed. It is important to remember that even a straight-forward farm-out proposal requires substantial government due diligence involving multiple departments, and we are grateful to all the individuals who have contributed to this process. We are not the only company to have experienced delays in approval processes in Namibia, in particular, for reasons I explained in our preliminary results statement. However, it is clear to us that the new organisation at the Ministry and the Upstream Petroleum Unit is much improved and we believe this reorganisation will be to the benefit of the whole industry in the longer term.

"In Cameroon, we must also keep in mind that the approvals sought have not only been for the farm-out, which itself required a normal due diligence process just as in Namibia, but also the further extension of the initial exploration period of the Thali license, which as in the case of previous extensions requires Presidential assent. It therefore requires more steps as it rises to the level of the President. While it has taken a long time to get the file to the Office of the Presidency, it is now there and they are aware of the urgency of it. However, we are still reluctant to predict how long it will take for a Presidential decision to be documented and sent back down the chain, even though we hope it will be very soon.

"We remain confident of the outcome, and will update investors when we have more concrete news on either approval."