OR Through United States Newswire Services
NOT FOR DISSEMINAITON IN THE UNITED STATES OR THROUGH UNITED
STATES NEWSWIRE SERVICES
March 15, 2017 TWR: TSX Venture Exchange
NEWS RELEASE
Tower Announces Financing Package with Sandstorm Gold and
Concurrent Private Placement
VANCOUVER B.C. – Tower Resources Ltd. (“Tower” or the “Company”) is pleased to
announce it has signed a $1 million financing package (“Transaction”) with Sandstorm Gold Ltd.
(“Sandstorm”) (NYSE MKT:SAND) including a royalty investment and private placement. The
Company has also agreed to a concurrent non-brokered private placement for proceeds of up to
$2.7 million. All currency amounts in Canadian dollars.
Transaction and Private Placement Highlights
• Provides multi-year funding for exploration of Tower’s Rabbit North, Nechako Gold, and
More Creek, properties;
• Total of up to $3.2 million in new equity financing of which Sandstorm will subscribe for
$500,000;
• Sandstorm will pay $500,000 cash consideration for a 2% net smelter returns royalty
(“NSR”) on Tower’s Rabbit North Extension, Nechako Gold and More Creek properties;
• Tower will have the option to buy-back 50% (total 1%) of each new NSR sold to
Sandstorm for $500,000 per property;
• Tower will assign Sandstorm the right to purchase 1% of the underlying NSR on Tower’s
Rabbit North property.
Mark Vanry, President and CEO noted, “We are extremely happy to have Sandstorm as an
investor in Tower and believe that this transaction is an endorsement of both Tower’s people and
properties. “The funds provided by the sale of the royalty as well as the private placement will
allow Tower to aggressively explore each of our core assets in BC and opportunistically add
prospective properties to our pipeline.”
Sandstorm Transaction
As part of the financing package, Tower will receive a $500,000 payment in return for granting
Sandstorm a two percent (2%) NSR on Tower’s Rabbit North Extension, Nechako Gold and.
More Creek properties. Tower will have the option to buyback one percent (1%) of the NSR on
each of the properties from Sandstorm for cash consideration of $500,00 per property. In
addition, Tower will assign to Sandstorm the right to purchase one percent (1%) of Tower’s two
percent buyback right underlying the Rabbit North property. Concurrent with the NSR
investment, Sandstorm will subscribe for 3.44 million units of a private placement at $0.145 per
unit for total proceeds of $500,000. Each unit is to consist of one common share and one half of
one transferable share purchase warrant. Each whole warrant will be exercisable at $0.22 for a
period of five years. Fort Capital Partners acted as an advisor to the company in connection with
the Sandstorm financing package and will be issued units in consideration for their services.
Private Placement
Concurrent with the Sandstorm Transaction, Tower has arranged a non-brokered private
placement of up to 18.62 million units of the company for gross proceeds of $2,700,000. As with
the Sandstorm private placement, each unit is to consist of one common share and one half of one
transferable share purchase warrant exercisable at $0.22 for a period of five years. Proceeds from
the private placement will be used for exploration of the Company’s mineral property portfolio
and general working capital purposes. Tower will pay finder’s fees to qualified finders in
amounts permitted by the TSX Venture Exchange. Both the Sandstorm Transaction and
concurrent private placement remain subject to regulatory approval.
All securities issued in connection with the private placement (including securities issued to
Sandstorm, Fort Capital and any finders) will be subject to a statutory hold period of four
months. This news release does not constitute an offer to sell or the solicitation of an offer to buy
any of the securities in the United States. The securities have not been and will not be registered
under the U.S. Securities Act of 1933 or any state securities laws, and may not be offered or sold
in the United States without registration under the U.S. Securities Act of 1933 and all applicable
state securities laws, or an applicable exemption from registration requirements.
About Tower Resources
Tower Resources Ltd. (TWR.V) is a Vancouver-based junior mineral exploration company
focused on the discovery and advancement of economic mineral properties, primarily in British
Columbia. The company's key exploration assets are Rabbit North, Nechako Gold and More
Creek.
For further information contact:
Mark Vanry – Director, CEO & President
(604) 558-2565
www.towerresources.ca
Neither the TSX Venture Exchange nor the Investment Industry
Regulatory Organization of Canada accepts responsibility for the
adequacy or accuracy of this release.
Forward-Looking Statement Caution
This news release contains certain “forward -looking statements”, as defined in the United States
Private Securities Litigation Reform Act of 1995, and within the meaning of Canadian securities
legislation. The Company cautions that forward -looking statements are based on the beliefs,
estimates and opinions of the Company’s management on the date the statements are made and
they involve a number of risks and uncertainties. Consequently, there can be no assurances that
such statements will prove to be accurate and actual results and future events could differ
materially from those anticipated in such statements. The Company undertakes no obligation to
update these forward-looking statements if management’s beliefs, estimates or opinions, or other
factors, should change, except as required by law. There are numerous risks and uncertainties
that could cause actual results and Tower's plans and objectives to differ materially from thos e
expressed in the forward -looking information. The reader is urged to refer to the Company's
public disclosure which is available through the Canadian Securities Administrators' System for
Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete
discussion of such risk factors and their potential effects.