REG - Thor Energy PLC - Equity Fundraise and Non-binding Heads of Terms

Thor EnergyAnnouncement

25/10/2024 16:30

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RNS Number : 7366J  Thor Energy PLC  25 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.

 

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/
(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
(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

 

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 km(2) 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/
(https://thorenergyplc.com/) .

 

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