Vancouver, British Columbia--(Newsfile Corp. - November 28, 2024) - Tower Resources Ltd. (TSXV: TWR) ("Tower" or the "Company") announces it intends to complete a non-brokered flow-through private placement offering for aggregate gross proceeds of $800,000 (the "Offering"). Under the Offering, the Company will issue up to 5,333,334 flow-through units (each a "FT Unit") at a price of $0.15 per FT Unit. Each FT Unit is comprised of one (1) common share in the capital of the Company (each a "Common Share") that qualifies as a "flow-through share" for the purposes of the Income Tax Act (Canada) and one-half of one (1/2) non-transferable Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at $0.25 for a period of two (2) years from the date of issuance. The Company intends to use the gross proceeds from the Offering for expenditures which qualify as Canadian Exploration Expenses, within the meaning of the Income Tax Act (Canada), to run drill programs on its properties. In connection with the Offering, the Company may pay finder's fee in cash equal to 6% of the gross proceeds raised, and issue Warrants equal to 6% of the total number of FT Units sold, to qualified non-related parties, in accordance with the policies of the TSX Venture Exchange (the "Exchange"). All securities issued under the Offering, including securities issuable on exercise thereof, will be subject to a hold period expiring 4 months and 1 day after issuance, in accordance with the rules and policies of the Exchange and applicable Canadian securities laws.

Grant of Equity Incentives

The Company has approved, subject to acceptance by the Exchange, the grant of 3,350,000 stock options (the "Options") to officers, directors and a consultant of the Company. The Options are non-transferable and exercisable into Common Shares until November 28, 2029, at $0.125 per Option, subject to vesting provisions, with one-third vesting on the date of grant and one-third vesting ever anniversary thereafter.

Advertising Services Agreement

The Company also announces it has entered into an agreement with Ceo.ca Technologies Ltd. (the "Service Provider"), subject to approval by the Exchange. The Service Provider's scope of work will include, but not be limited to, providing advertising services, planning content creation and assisting in enhancing awareness of the Company. The agreement is for a term of three months commencing in December. To the knowledge of the Company, the Service Provider does not currently hold a security position in Tower and there was no relationship prior to the agreement.

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.

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.

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