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.

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.

Joe Dhami, President and CEO
(778) 996-4730
www.towerresources.ca

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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