Tower Resources: Issue of Warrants to Directors

Warrants are being issued in lieu of £15,000 (in aggregate) of Directors fees to Peter Taylor and Graeme Thomson (non-executive directors), and Jeremy Asher (as Chairman) in partial settlement of fees due for the period from 1 July 2018 to 30 September 2018, to conserve the Company's working capital.

The warrants are exercisable at a price of 1.78 pence (“Warrants”), which is the closing share price on 29 June 2018 and are exercisable for a period of 5 years from the date of issue. The Warrants being issued are detailed below:

DirectorNumber of Warrants being issued Total number of Warrants held*Shareholding upon exercise of total number of Warrants held% of issued share capital upon exercise of Warrants
Peter Taylor568,1818,822,41224,274,1385.8%
Graeme Thomson568,1818,822,41213,973,1793.4%
Jeremy Asher1,136,36414,086,84544,128,34010.6%

*Warrants are held at different prices.

As previously announced, the Directors will consider issuing further warrants in lieu of fees for each calendar quarter based on the closing price of the stock and the warrant valuation on the last day of the previous quarter and will make an election and announce the issue of warrants (if so elected) at the earliest opportunity in each calendar quarter. This election will be made by the Board with each Director taking into consideration the working capital position of the Company.

Director Dealings and Related Party Transaction

Peter Taylor, Graeme Thomson and Jeremy Asher are considered to be “related parties” as defined under the AIM Rules and accordingly, the issue of Warrants to them constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

David M Thomas, being the sole Director independent of the transaction, considers, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of the issue of warrants are fair and reasonable insofar as the Company's shareholders are concerned.

Warrants and Options in issue

Following the above issue of Warrants, the total number of warrants in issue is 38,849,040 equating to 9.3% of the Company's enlarged issued share capital assuming full exercise of all warrants. The current issued share capital of the Company comprises 377,335,427 shares.

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.

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