Vancouver, British Columbia--(Newsfile Corp. - May 17, 2024) - Tower Resources Ltd. (TSXV: TWR) ("Tower" or the "Company") 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.