FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. Tower Announces Closing of Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Tower Announces Closing of Non-Brokered Private Placement
Vancouver, B.C. – May 17, 2024 - Tower Resources Ltd. (“Tower” or the “Company”) (TSXV: TWR)
announces it has closed its non-brokered private placement, for aggregate gross proceeds of $300,000
(the “Offering”). Under the Offering, the Company issued 3,000,000 units (each a “Unit”) at a price of
$0.10 per Unit for gross proceeds of $300,000. Each Unit is comprised of one (1) common share in the
capital of the Company (each a “Common Share”) and one (1) non-transferable Common Share purchase
warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one (1) Common Share at a
price of $0.18 until May 17, 2026. The Company intends to use the net proceeds from the Offering for
general working capital. All securities issued under the Offering, including securities issuable on exercise
thereof, are subject to a hold period expiring September 18, 2024, in accordance with the rules and
policies of the TSX Venture Exchange and applicable Canadian securities laws.
The Offering included participation from director Stuart Averill and constituted a “related party
transaction” as defined in Multilateral Instrument 61-101 Protection of Minority Securityholders in Special
Transactions (“MI 61-101”) as he acquired an aggregate of 200,000 Units. Following the acquisition, Mr.
Averill holds 2,808,621 Common Shares or 1.87% of the Company. The Company is relying on the
exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering
by the insider does not exceed 25% of the market capitalization of the Company, as determined in
accordance with MI 61-101.
About Tower Resources
Tower is a Canadian based mineral exploration company focused on the discovery and advancement of
economic mineral projects in the Americas. The Company’s key exploration assets, all in B.C., are the
Rabbit North copper-gold porphyry project located between the New Afton copper-gold and Highland
Valley copper mines in the Kamloops mining district, the Nechako porphyry-associated gold-silver project
near Artemis’ Blackwater project and the More Creek epithermal gold project on the critical “red line”
structural zone connecting the mineral deposits of the Golden Triangle.
On behalf of the Board of Directors
Tower Resources Ltd.
Joe Dhami, President and CEO
(778) 996-4730
www.towerresources.ca
Reader Advisory
This news release contains statements that constitute "forward-looking information," including
statements regarding the plans, intentions, beliefs, and current expectations of the Company, its directors,
or its officers with respect to the future business activities of the Company. The words "may," "would,"
"could," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect," "must," "next," "propose,"
“new,” “potential,” “prospective,” “target,” “future,” “verge,” “favourable,” “implications,” and
“ongoing,” and similar expressions, as they relate to the Company or its management, are intended to
identify such forward-looking information. Without limiting the generality of the foregoing statements,
the proposed use of the proceeds of the Offering, is forward-looking information. Investors are cautioned
that statements including forward-looking information are not guarantees of future business activities and
involve risks and uncertainties, and that the Company's future business activities may differ materially
from those described in the forward-looking information as a result of various factors, including but not
limited to fluctuations in market prices, successes of the operations of the Company, continued availability
of capital and financing, and general economic, market, and business conditions. There can be no
assurances that such forward-looking information will prove accurate, and therefore, readers are advised
to rely on their own evaluation of the risks and uncertainties. The Company does not assume any obligation
to update any forward-looking information except as required under the applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.