REG - Thor Energy PLC - Acquisition Announcement

Thor EnergyAnnouncement

30/10/2024 07:00

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RNS Number : 1984K  Thor Energy PLC  30 October 2024

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.

 

30 October 2024

 

 

Thor Energy PLC

 

("Thor" or the "Company")

 

Entry into Australian Natural "White" Hydrogen and Helium Industry via
Proposed Acquisition of Go Exploration Pty Ltd

 

The Directors of Thor Energy Plc (AIM, ASX: THR, OTCQB: THORF) are pleased to
announce it has now entered into a binding acquisition agreement to acquire
80.2% of the issued share capital of Go Exploration Pty Ltd (Go Exploration)
(Acquisition Agreement), the Australian-based natural (white) hydrogen and
helium explorer.

Highlights

Acquisition

 

·      Conditional acquisition of 80.2% of white hydrogen and helium
explorer Go Exploration to be satisfied by the issue of 466,462,584 new
ordinary shares in the Company (the "Consideration Shares"). The Sellers
acknowledge and agree that 70% of the Consideration Shares shall be subject to
6 months voluntary lock-in.

·      Go Exploration holds one of only 3 granted hydrogen and helium
exploration licences in South Australia (PEL 120) and strategic, high
potential application areas covered by applications (PELAs 697 and 709)

·      PEL 120, is located near the notable Gold Hydrogen Limited
Ramsay-1 and Ramsay-2 hydrogen and helium discoveries.

·      Go Exploration portfolio positioned for rapid generation of drill
ready targets (PEL 120) and follow up in high generative potential areas
(PELAs).

·      Acquisition in line with Thor strategy to focus on the 'clean'
energy economy.

Capital Raise

 

·      As announced on 25 October, the Company has conditionally raised,
in aggregate, gross proceeds of £1,000,000 (~A$1,958,097) via the placing of
133,333,316 new ordinary shares of 0.1p each (Ordinary Shares) (Placing
Shares) at a price of 0.75 pence (approx. AUD$0.015) per Ordinary Share
(Placing Price), comprising:

o  approximately £709,894 (~A$1,390,041) by means of a firm placing (Firm
Placing) with certain institutional and sophisticated investors of 94,652,516
new Ordinary Shares (Firm Placing Shares) at the Placing Price; and

o  approximately £290,106 (~A$568,056) by means of a conditional placing
(Conditional Placing and together with the Firm Placing, the Placings) with
certain institutional and sophisticated investors of 38,680,800 new Ordinary
Shares (Conditional Placing Shares and Firm Placing Shares being New Ordinary
Shares) at the Placing Price.

·      Strong support was received from a broad range of new
institutional and sophisticated investors, adding strength to the Company's
share register.

·      The Conditional Placing is conditional on the Company obtaining
the requisite approvals from Shareholders at a General Meeting, details of
which the Company will circulate in due course.

General Meeting

The Conditional Placing is not being underwritten and is conditional, inter
alia, on the approval of shareholders at a 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/.

 

Alastair Clayton, Executive Chairman, commented - "We are super excited to
have acquired a 80.2% majority stake in Go Exploration subject to various
conditions and shareholder approvals. Go Exploration is an early mover in the
hydrogen and helium exploration space and have amassed over 22,000 sq km in
exploration acreage across granted PEL120 (6,336 sq km) and 2 licence
applications (15,908sq km) in South Australia.

 

"These projects are prospective for naturally occurring hydrogen "white" and
helium. This is a clean energy sector we are extremely keen to enter but
quality opportunities in investable jurisdictions are few and far between.

 

"Aside from the fantastic geological and geographical attributes of the Go
portfolio, what makes this acquisition so compelling is the granted status of
the large and highly prospective PEL 120 (RSEL 802) licence and the strategic
licence applications associated with key infrastructure and where high
hydrogen generation potential has already been interpreted. Thor can, through
this acquisition, join only two other companies with granted licences for
hydrogen exploration in South Australia. This peer group comprises Gold
Hydrogen Limited (ASX: GHY) fully diluted market cap. ~ A$122m and private
company H2EX. Upon completion of this transaction, it is proposed that Thor
move rapidly with the aim to establish a prospective resource on several well
worked up prospects in advance of drilling in 2025."

 

Background on Go Exploration

Go Exploration is a private, natural hydrogen and helium explorer focused on
onshore Australia projects located in South Australia. Go Exploration
currently holds one petroleum exploration licence (PEL 120) which is subject
to an application to convert it into a regulated substance exploration licence
(RSEL 802). Go Exploration also holds five other additional petroleum
exploration licence applications within the Gawler Craton area with two of
those applications (PELA 709 and 697) notified to progress to Native Title
discussions.  The licence and applications are shown on the map below.

PEL 120 is along geological trend with the American Beach-1 (Kangaroo Island)
hydrogen discovery and proximal to the recent Ramsay discovery of Gold
Hydrogen Limited.  Hydrogen has been identified in the Orroroo Coals located
within PEL 120.  Each of these occurrences is identified on the map below.

The Go Exploration licence and applications are strategically located to
access local markets, existing gas and power infrastructure and planned
hydrogen export facilities in South Australia.

PEL 120 is also permitted as a gas storage license proximal to existing gas
pipelines and local industrial infrastructure. In conjunction with its
application to convert PEL 120 into a RSEL, Go Exploration has also applied
for gas storage exploration licences (GSELs) in respect to the area of
PEL 120.

Go Exploration's current exploration program comprises undertaking soil gas
surveys over identified areas of interest and geophysical studies.

The Proposed Acquisition represents the continuity of the Company's focus on
exploring and developing critical minerals and in this case gasses in the
energy sector and will expand the Company's portfolio of energy assets in its
home jurisdiction of South Australia.

The Acquisition Agreement is summarised in the Annexure.

 

Map Source:  Go Exploration Pty Ltd, https://map.sarig.sa.gov.au/
(https://map.sarig.sa.gov.au/) (website maintained by the Department of Energy
and Mining of South Australia) and Gold Hydrogen Limited presentation
https://www.goldhydrogen.com.au/wp/wp-content/uploads/2024.10.21-AGM-Presentation.pdf
(https://www.goldhydrogen.com.au/wp/wp-content/uploads/2024.10.21-AGM-Presentation.pdf)
and Gold Hydrogen Limited announcement dated 27 May 2024.

 

 

 

 

Business model

Following completion of the Proposed Acquisition, the Company's proposed
business model will be to continue to further explore and develop its existing
projects as well as undertake exploration activities at the Go Exploration
Project as set out further in the use of funds noted above.

It is the Company's view that the Proposed Acquisition is wholly consistent
with this publicly articulated objective and business model and otherwise
represents an opportunity to enhance shareholder value.

 

Indicative timetable

An indicative timetable for completion of the Proposed Acquisition and the
associated transactions set out in this Notice is set out below:

 Event                                                                         Date*
 Announcement of the Proposed Acquisition                                      25 October 2024
 Announcement of Completion of Placement Tranche 1                             25 October 2024
 Shareholder Meeting to approve the Proposed Acquisition, Placement Tranche 2  28 November 2024
 and associated Resolutions
 Completion of Placement                                                       6 December 2024
 Completion of Proposed Acquisition                                            Early January 2025

*Please note this timetable is indicative only and the Directors reserve the
right to amend the timetable as required.

 

The Board of Thor Energy Plc has approved this announcement and authorised its
release.

 

For further information on the Company, please visit the website
(https://thorenergyplc.com/)  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 (mailto:thor@yellowjerseypr.com)

Tel: +44 (0) 20 3004 9512

 

 

 

DEFINITIONS

 

In this document, the following words and expressions shall, except where the
context requires otherwise, have the following meanings:

 

 $                      unless otherwise stated, an Australian dollar.
 Acquisition Agreement  has the meaning given in Note 1.
 AIM                    AIM market of the London Stock Exchange.
 ASX                    ASX Limited ACN 008 624 691 or the stock exchange operated by ASX Limited (as
                        the context requires).
 ASX Listing Rules      the listing rules of the ASX.
 Department             means the South Australian Department for Energy and Mining
 Go Exploration         means Go Exploration Pty Ltd (ACN 651 753 454).
 Sellers                means the sellers of shares in Go Exploration pursuant to the Acquisition

                      Agreement.
 Thor or the Company

                        Thor Energy Plc.

 

 

 

 

Annexure - summary of terms of Proposed Acquisition

 

   On completion, the Sellers must sell and the Company must buy that number of
   fully paid ordinary shares in Go Exploration equal to 80.2% of the total
   issued share capital in Go Exploration free from all encumbrances, together
   with all rights attaching or accruing to the shares as at the date of
   completion.
   In consideration for the acquisition, the Company has agreed to issue the
   Sellers 466,462,584 Shares (Consideration Shares) to be distributed to the
   Sellers pro rata to their percentage interest in Go Exploration, subject to
   Shareholder approval.

   The Sellers acknowledge and agree that 70% of the Consideration Shares shall
   be subject to 6 months voluntary escrow.
   Completion of the acquisition (Completion) will be subject to the following
   conditions precedent (Conditions Precedent):

   (a)     Thor raising GBP£1,000,000 by issuing no more than 134,000,000
   Thor Shares at a subscription price of not less than GBP£0.0075 per Thor
   Share prior to or in conjunction with the issue of the Consideration Shares;

   (b)     Thor not issuing or agreeing to issue any options, warrants or
   other rights to subscribe for new Thor Shares except as has already been
   agreed in the Acquisition Agreement (which for the avoidance of doubt includes
   the Thor Shares to be issued in accordance with Condition (a), options agreed
   to be issued to the director of Thor and the issue of 25,000,000 Thor Shares
   to Orana Corporate LLP (or its nominees) for services rendered in accordance
   with the Acquisition Agreement);

   (c)     Thor having completed to its reasonable satisfaction, financial,
   commercial and legal due diligence on the Company, the business of Go
   Exploration and the Sellers;

   (d)     Go Exploration receiving a final confirmation letter from the
   Department regarding the grant of the RSEL Application;

   (e)     Go Exploration receiving all required ministerial consents for the
   change in control of Go Exploration as required under Section 86AA of the
   Energy Resources Act 2000 (SA), or providing written confirmation that such
   approval is not required;

   (f)      if required by a Seller (or Sellers deemed a concert party) with
   a material interest in the Company, confirmation by the Panel on Takeovers and
   Mergers (Panel) that, subject to Thor shareholder approval, it is prepared to
   waive the requirement for the Seller/deemed concert party to make a general
   offer for the Company under Rule 9 of the Takeovers Code (Rule 9 Waiver) prior
   to the issue of the Consideration Shares;

   (g)     to the extent required by the AIM Rules or the ASX Listing Rules,
   Thor obtaining shareholder approval for the acquisition (including, for the
   avoidance of doubt, for the issue of the Consideration Shares) and all other
   matters associated with effecting the acquisition at a general meeting of
   Thor's shareholders; and

   (h)     any third party, regulatory or tax consents or approvals required
   in order for the Sellers to obtain "rollover relief" being obtained.
   In addition to the right to terminate if the Conditions Precedent are not
   satisfied or waived by the designated end date, the Company may terminate the
   Acquisition Agreement at any time before completion by notice in writing to
   the Sellers if:

   (a)     at any time prior to Completion, the Vendors are in breach of a
   fundamental seller warranty, or a fundamental seller warranty ceases to be
   true and correct;

   (b)     an insolvency event occurs to the Company;

   (c)     an action is commenced by a Governmental Agency against the
   Company, the Sellers or Go Exploration that would, or would be likely to,
   prevent completion or otherwise restrain or prohibit the acquisition; or

   (d)     a governmental agency enacts, issues, promulgates, enforces or
   enters any order which is in effect and has the effect of making the
   transactions contemplated by this agreement illegal, otherwise restraining or
   prohibiting completion of such transactions or causing any of the transactions
   contemplated in this agreement to be rescinded following completion.
   None of the Sellers are a party listed in Listing Rule 10.1 of the Listing
   Rules.

 

The agreement is otherwise on terms and conditions (including completion
obligations, warranties and indemnities and confidentiality) considered
customary for an agreement of its type.

 

Annexure: ASX Listing Rules 5.30 in relation to Orroroo 4 well

 

 5.30  Summary:                             Response:
 (a)   Name & type of well                  Orroroo 4 coal seam gas well
 (b)   Location of well and permit details  Latitude: 32° 38' 49.84" S

                                            Longitude: 138° 38' 26.65" E

                                            South Australian Petroleum Exploration Licence 120 (PEL 120)
 (c)   Working interest in well             100%
 (d)   Net pay                              N/A
 (e)   Geological rock type drilled         Walloway Seam (coal)
 (f)   Depth of zones tested                Coal cutting samples obtained as follows:

                                            Sample 1: depth (top) 236.000m (base) 242.000m

                                            Sample 2: depth (top) 242.000m (base) 248.000m
 (g)   Test types                           Gas analysis of coal cuttings
 (h)   Hydrocarbon phases recovered         Nil reported
 (i)   Other recovery                       Sample 1:

                                            C 46.7%, H 4.15%, N 0.27%, Tot S 1.65%

                                            Sample 2:

                                            C 45.0%, H 4.04%, N 0.26%, Tot S 1.66%
 (j)   Choke size etc                       N/A
 (k)   Pressures etc                        N/A
 (l)   No. of fracture stimulation stages   Nil
 (m)   Other volumes                        See (i)
 (n)   Other information                    Drilled 18 - 29 August 2009 by SAPEX Ltd a wholly owned subsidiary of Linc
                                            Energy Ltd.  See announcement link listed below.

                                            Atmospheric hydrogen at sea level measures 0.6 parts per million (ppm).

 

https://announcements.asx.com.au/asxpdf/20091106/pdf/31lwwg9nxz4qlq.pdf
(https://announcements.asx.com.au/asxpdf/20091106/pdf/31lwwg9nxz4qlq.pdf)

 

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