THR Thor Energy Plc

3 June 2024

Thor Energy Plc

("Thor" or the "Company")

Notice of General Meeting

Thor Energy PLC ("Thor" or "the Company") (AIM, ASX: THR, OTCQB: THORF) announces that it has today posted to shareholders a Notice of General Meeting ("GM") to be held on 20 June 2024 at 10 a.m. (British Summer Time) at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR.

The purpose of the GM is to seek shareholder approvals relating to a A$1,300,000 placement, comprising 100,000,000 Ordinary Shares at an issue price of A$0.013 (1.3 cents) per Share, together with one attaching Option for every two Ordinary Shares subscribed, as announced on 13 May 2024.  All Options have an exercise price of A$0.026 (2.6 cents) and expire three years following their issue date.  Each resolution is outlined further below:

·      Resolution 2 seeks shareholder approval to ratify, under ASX Listing Rule 7.4, the issue of 35,991,508 Ordinary Shares that were previously issued within the Company's placement capacity under ASX Listing Rule 7.1, on or around 20 May 2024 to 27 May 2024.  The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.

·      Resolution 3 seeks shareholder approval for the purposes of ASX Listing Rule 7.1, to the issue and allotment of 55,316,184 Ordinary Shares together with up to 27,658,092 Options.

·      Resolution 4 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue of up to 17,995,754 Options on the basis of one Option for every two placement shares issued on or around 20 May 2024 to 27 May 2024 (the subject matter of Resolution 2).

·      Resolution 5 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of up to 20,000,000 Options to Prenzler Group Limited, as part consideration for services provided as lead manager to the capital raising.

·      Resolutions 6 and 7, seek shareholder approval for the purposes of ASX Listing Rule 10.11, for two of the Company's Directors (Mr Clayton and Ms Galloway Warland) to participate, contributing a combined $113,000 to the placement on the same terms as all other placees. ASX Listing Rules requires shareholder approvals for the issue of these securities, as Directors are considered a Related Party of the Company for ASX Listing Rule purposes.

·      Resolutions 1 and 8 provide the directors with appropriate authorities to complete the placement of the above securities and dis-apply pre-emption rights for existing shareholders.  Resolution 1 is a requirement under English company law where the Company wishes to allot new relevant securities.  Resolution 8 is a requirement under English company law where the Company wishes to do so for cash without first offering those securities on a pro rata basis to existing shareholders. Resolution 8 is a Special Resolution.

If you are a registered holder of Thor's Ordinary Shares, whether or not you are able to attend the meeting, you can use a form of proxy, enclosed in the Notice of GM, to appoint one or more persons to attend and vote on a poll on your behalf. A proxy need not be a member of the Company. Further details on how to vote are included within the Notice of GM.

A copy of the Notice of GM will also be made available on the Company's website at www.thorenergyplc.com.

For further information, please contact:

Updates on the Company's activities are regularly posted on Thor's website https://thorenergyplc.com which includes a facility to register to receive these updates by email, and on the Company's X page @thorenergyplc

About Thor Energy Plc

The Company is focused on uranium and energy metals that are crucial in the shift to a 'green' energy economy. Thor has a number of highly prospective projects that give shareholders exposure to uranium, nickel, copper, lithium and gold. Our projects are located in Australia and the USA.

Thor holds 100% interest in three uranium and vanadium projects (Wedding Bell, Radium Mountain and Vanadium King) in the Uravan Belt in Colorado and Utah, USA with historical high-grade uranium and vanadium drilling and production results.

At Alford East in South Australia, Thor has earnt an 80% interest in oxide copper deposits considered amenable to extraction via In Situ Recovery techniques (ISR). In January 2021, Thor announced an Inferred Mineral Resource Estimate¹.

Thor also holds a 26.3% interest in Australian copper development company EnviroCopper Limited (ECL), which in turn holds rights to earn up to a 75% interest in the mineral rights and claims over the resource on the portion of the historic Kapunda copper mine and the Alford West copper project, both situated in South Australia, and both considered amenable to recovery by way of ISR.²³ Alligator Energy recently invested A$0.9M for a 7.8% interest in ECL with the rights to gain a 50.1% interest by investing a further A$10.1m over four years.

Thor holds 100% of the advanced Molyhil tungsten project, including measured, indicated and inferred resources⁴, in the Northern Territory of Australia, which was awarded Major Project Status by the Northern Territory government in July 2020. Thor executed a A$8m Farm-in and Funding Agreement with Investigator Resources Limited (ASX: IVR) to accelerate exploration at the Molyhil Project on 24 November 2022.⁶

Adjacent to Molyhil, at Bonya, Thor holds a 40% interest in deposits of tungsten, copper, and vanadium, including Inferred resource estimates for the Bonya copper deposit, and the White Violet and Samarkand tungsten deposits. ⁵ Thor's interest in the Bonya tenement EL29701 is planned to be divested as part of the Farm-in and Funding agreement with Investigator Resources Limited.⁶

Thor owns 100% of the Ragged Range Project, comprising 92 km² of exploration licences with highly encouraging early-stage gold and nickel results in the Pilbara region of Western Australia.

Notes

¹ https://thorenergyplc.com/investor-updates/maiden-copper-gold-mineral-resource-estimate-alford-east-copper-gold-isr-project/

² www.thorenergyplc.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf

³ www.thorenergyplc.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf

⁴ https://thorenergyplc.com/investor-updates/molyhil-project-mineral-resource-estimate-updated/

⁵ www.thorenergyplc.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf

⁶ https://thorenergyplc.com/wp-content/uploads/2022/11/20221124-8M-Farm-in-Funding-Agreement.pdf

The Company notes that for the relevant market announcements noted above, that it is not aware of any new information or data that materially affects this information and that all material assumptions and technical parameters underpinning any estimates continue to apply and have not materially changed.