This announcement contains
inside information for the purposes of Article 7 of the UK version
of Regulation (EU) No 596/2014 which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
25 October
2024
Thor Energy
PLC
("Thor"
or the "Company")
Equity Fundraise to
Accelerate Existing Portfolio
Non-binding Heads of Terms
with Go Exploration Pty Ltd.
The directors of Thor Energy Plc
(AIM, ASX: THR, OTCQB: THORF) are pleased to announce a capital
raise of approximately GBP£1,000,000 before expenses to advance the
Company's existing portfolio.
As a result, a trading halt will be requested for the Company's shares on the
ASX.
Additionally, the Company is
delighted to announce the signing of non-binding heads of terms to
acquire an approximately 80% majority stake in Go Exploration Pty
Ltd ("GoX").
Highlights
·
The Company has conditionally
raised, in aggregate, gross proceeds of approximately £1,000,000
via the subscription of 133,333,316 new ordinary shares of 0.1p
each ("Ordinary Shares")
(the "Fundraise Shares") at
a price of 0.75p per Ordinary Share (the "Fundraise Price"),
comprising:
o approximately £709,894 by means of a firm subscription
("Firm Fundraise") with
certain investors of 94,652,516 new Ordinary Shares ("Firm Fundraise Shares") at the
Fundraise Price;
o approximately £290,106 by means of a conditional subscription
("Conditional Fundraise"
and together with the Firm Fundraise "Fundraise") with certain investors of
38,680,800 new Ordinary Shares ("Conditional Fundraise Shares" and Firm
Fundraise Shares being "New
Ordinary Shares") at the Fundraise Price;
o fundraise is at a 6.25% discount to the current AIM mid-market
price and no warrants are attached to the Fundraise;
· Strong
support was received from a broad range of new institutional and
sophisticated investors, adding strength to the Company's share
register.
· Funds
to be used to further accelerate the Company's existing
portfolio.
· The
Conditional Fundraise is conditional on the Company obtaining the
requisite approvals from Shareholders at the General Meeting,
details of which the Company will circulate in due
course.
· Orana
Corporate and Global Investment Strategy (GIS) Joint bookrunners in
London and Prenzler bookrunner in Sydney.
Alastair Clayton, Executive
Chairman of Thor Energy, commented: "I am really pleased to have
completed this equity fundraise which was well supported by new and
existing shareholders. I note we were able to complete this at
small discount to AIM mid-market price and no warrants or options
have been issued as part of this exercise. Furthermore, I am
excited to be able to discuss with shareholders today the progress
we have made in a potential acquisition of Go Exploration and I am
working to drive this transaction to a potential commercial close.
My thanks to Zeus, Orana Corporate and GIS in London as well as
Prenzler in Sydney for their assistance in these
endeavours."
Capital
Raise
Thor Energy Plc seeks to raise
GBP£1.0 million by way of a two-tranche subscription of 133,333,316
new fully paid Ordinary Shares in the Company at 0.75p per New
Ordinary Share.
Firm Fundraise Shares (94,652,516
New Ordinary Shares) will be issued under current authorities
pursuant to the Company's available fundraising capacity under ASX
Listing Rules 7.1 and 7.1A. The Firm Fundraise Shares will be
listed on the ASX and AIM and will rank pari-passu with the
existing fully paid Ordinary Shares on issue.
Conditional Fundraise Shares
(38,680,800 New Ordinary Shares) will be listed on the ASX and AIM.
The Conditional Fundraise Shares will require shareholder approval
at the upcoming GM to be held on or around 28 November
2024.
The Fundraise Price represents 6.25%
discount to the AIM mid-market share price and a ~3% discount to
the ASX closing share price of A$1.5c on 25 October 2024. The
Fundraise Shares being issued represent approximately 35% of the
existing issued ordinary share capital of the Company prior to the
Fundraise.
Non-binding Heads of Terms
with Go Exploration Pty Ltd.
The Company is also pleased to
announce that it has signed non-binding heads of terms for the
acquisition of an approximately 80 per cent. majority stake in Go
Exploration Pty Ltd ("GoX"), an Australian early mover company in
the exploration of naturally occurring ("white") hydrogen and
helium resources in South Australia. GoX, as the operator and 100%
equity holder, has developed a portfolio of prospective
opportunities located near key energy markets and along significant
hydrogen and helium trends.
The consideration for the
acquisition is intended to be satisfied through the issuance of up
to approximately 466.5 million ordinary shares in the Company. It
should be noted that there can be no certainty that the acquisition
will proceed nor as to the terms of the acquisition, as it remains
subject to the finalisation of definitive agreements and the
satisfaction of certain conditions precedent.
Both the Company and GoX are
committed to working diligently towards finalising the definitive
agreements as soon as practicable.
Further announcements will be made
as appropriate.
Key
Highlights:
· Hydrogen and Helium
Significance: The Board believe
Hydrogen is crucial for the energy transition, manufacturing, and
transport sectors, while Helium is a strategic resource facing a
critical supply shortage and holds high value.
· Strategic
Location: GoX's PEL 120 asset is
adjacent to and on trend with the recent Gold Hydrogen Ramsay-1 and
Ramsay-2 discoveries. Historical drilling in the Orroroo coals has
identified hydrogen within the PEL 120 licence area.
· Granted
Status: GoX one of only three
companies to have been granted PEL (PEL120) in South Australia. The
Board believes this affords a significant time advantage compared
to ungranted licence applications.
· Market
Access: The GoX portfolio is
strategically positioned to access local markets in South
Australia, including the existing gas network, high voltage
electricity network, and multiple planned hydrogen export
facilities.
· Additional
Value: GoX holds pending gas storage
licenses covering the PEL 120 area, providing further opportunities
within the new energy network.
· Rapid Development
Potential: The GoX portfolio is
well-positioned for the rapid generation of drill-ready targets
(PEL 120) and follow-up exploration in high-potential
areas.
· Supportive
Environment: South Australia is a
proactive promoter of hydrogen and helium exploration, offering
good access to drilling and testing infrastructure and
expertise.
In summary the Board believes that
GoX's strategic portfolio offers significant potential for the
development of hydrogen and helium resources, aligning with the
growing demand for these critical elements in the energy transition
and the strategy of the Company.
Annual General
Meeting
The Conditional Fundraise is not
being underwritten and is conditional, inter alia, on the approval
of shareholders at the Annual General Meeting. The Company
expects to despatch a circular and notice of general meeting to
Shareholders in due course, to convene a general meeting of the
Company on or around 28 November 2024. The notice of the
general meeting will also be made available on the Company's
website https://thorenergyplc.com/ in
due course.
Settlement and
dealings
First Admission and Total Voting Rights
Application has been made to the
London Stock Exchange for admission of the Firm Fundraise Shares to
trading on AIM and to the ASX for admission on that market (the
"First Admission"). It is
expected that admission will become effective and dealings in the
Firm Fundraise Shares commence at 8.00 a.m. on or around 28 October
2024.
The issue and allotment of the Firm
Fundraise Shares does not require Shareholder approval as the Firm
Fundraise Shares will be issued pursuant to the Company's
pre-existing share capital authorities granted at its 29
November 2023 general meeting.
Following First Admission, the total
number of Ordinary Shares in the capital of the Company in issue
will be 473,262,584 Ordinary Shares with voting rights. This figure
may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in, the
Company's share capital.
Second Admission and Total Voting Rights
Admission of the Conditional
Fundraise Shares (the "Second
Admission") is, conditional, inter alia, on the First
Admission becoming effective and upon the approval of Shareholders
at the Company's forthcoming Annual General Meeting proposed to be
held on or around 28 November 2024, notice of which will be
included in the Circular to shareholders expected to be issued in
due course.
Application will be made to the
London Stock Exchange for admission of the Conditional
Fundraise Shares to trading on AIM and to the ASX for
admission on that market. It is expected that admission will become
effective and dealings in the Conditional Fundraise
Shares commence at 8.00 a.m. on or around 29 November
2024.
Following Second Admission, the
total number of Ordinary Shares in the capital of the Company in
issue will be 511,943,384 with voting rights. This figure may be
used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company's share
capital pursuant to the Company's articles of
association.
The issue of the Firm Fundraise
Shares is not conditional on issue of the Conditional Fundraise
Shares. Should the resolutions to be proposed at the General
Meeting not be passed, the issue of the Conditional Fundraise
Shares will not proceed. The issue of the Firm Fundraise Shares
will not be affected by any or all of the Conditional Fundraise
failing to complete for any reason.
The Fundraise Shares will be issued
fully paid and will rank pari passu in all respects with the
Company's existing Ordinary Shares.
The Board of Thor Energy Plc has
approved this announcement and authorised its release.
For further information on the
Company, please visit the website or please contact the following:
Thor Energy PLC
Alastair Clayton, Executive
Chairman
Ray Ridge, CFO / Company
Secretary
Tel: +61 (8) 7324 1935
Zeus Capital Limited (Nominated Adviser and Joint
Broker)
Antonio Bossi / Darshan Patel /
Isaac Hooper
Tel: +44 (0) 203 829
5000
SI
Capital Limited (Joint Broker)
Nick Emerson
Tel: +44 (0) 1483 413 500
Yellow Jersey (Financial PR)
Dom Barretto / Shivantha Thambirajah
/ Bessie Elliot
thor@yellowjerseypr.com
Tel: +44 (0) 20 3004 9512
About Thor Energy Plc
The Company is predominantly focused
on uranium and energy metals that are crucial in the shift to a
'clean' energy economy. Thor has several highly prospective
projects that give shareholders exposure to uranium, vanadium,
copper, tungsten, lithium, nickel and gold, located in the
favourable mining jurisdictions of 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 region of Colorado and Utah, 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
Estimate.
Thor also holds a 26.3% interest in
a private Australian copper development company EnviroCopper
Limited (ECL), which Kapunda copper mine and the Alford West copper
project, both situated in South Australia, and both considered
amenable to recovery by way of ISR. 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 75% interest (with
Investigator Resources 25%) of the advanced Molyhil tungsten
project, including measured, indicated and inferred resources, in
the Northern Territory of Australia, which was awarded Major
Project Status by the Northern Territory government in July
2020.
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.
For further information on Thor
Energy and to see an overview of its projects, please visit the
Company's website at https://thorenergyplc.com/.