TSX-V: TWR

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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
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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 those 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.