(TheNewswire)
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VANCOUVER B.C. / TheNewswire / March 15 2017 - 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
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-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. Pro ceeds 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
mvanry@towerresources.ca
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.
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