REG - Thor Energy PLC - Issue of Equity

Thor EnergyAnnouncement

Tue 09:00

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RNS Number : 9770S  Thor Energy PLC  29 July 2025

29 July 2025

Thor Energy PLC

 

("Thor" or the "Company")

 

Issue of Equity

 

Thor Energy plc ("Thor") (AIM, ASX: THR, OTCQB: THORF) announces the following
update in relation to the Share Sale Agreement entered into in 2020 for the
acquisition of 100% of the issued capital of American Vanadium Pty Ltd (the
"Agreement").

Under the terms of the Agreement, the vendors were entitled to receive up to
three tranches of performance shares, subject to the achievement of certain
exploration milestones. The first tranche was satisfied and issued in 2020.

Following a reverse circulation ("RC") drilling campaign conducted in February
2024, the Company achieved assay results of 4.9m @ 1,199ppm U₃O₈, thereby
satisfying the performance milestone for the second tranche. The Company has
now agreed with the vendors to issue:

·      4,200,000 ordinary shares in satisfaction of the Tranche 2
performance milestone; and

·      5,800,000 ordinary shares as additional consideration agreed
between the parties.

In addition, the Company confirms that one of the vesting conditions for
director performance shares issued to Mr Alastair Clayton and Mr Tim
Armstrong, as approved at the 2024 Annual General Meeting ("Performance
Shares"), has been met. One of the conditions required the establishment of a
prospective resource of 300 billion cubic feet of Helium and/or 800 billion
cubic feet of Hydrogen across the Company's majority-owned projects, as
announced on 31 March 2025.

Accordingly, 30% of the Performance Shares will convert into ordinary shares
and the Company will proceed with the issue of the following ordinary shares
upon conversion of the Performance Shares:

·      10,500,000 ordinary shares to Mr Alastair Clayton

·      4,500,000 ordinary shares to Mr Tim Armstrong

The outstanding Performance Shares remain unchanged from the date of the 2024
Annual General Meeting, with the Performance Shares to vest and convert into
ordinary shares based on the achievement of the following milestones:

·    40% of the Performance Shares will convert where the share price is
greater than or equal to $0.05.

·    30% of the Performance Shares will convert where the share price is
greater than or equal to $0.05 and the fully diluted market capitalisation of
the Company exceeds A$65m.

Following the issue of 10,500,000 ordinary shares to Mr Alastair Clayton, Mr
Clayton will be interested in 18,192,308 representing 1.77% of the issued
share capital as enlarged by the admission.

Following the issue of 4,500,000 ordinary shares to Mr Tim Armstrong, Mr
Armstrong will be interested in 4,500,000 representing 0.44% of the issued
share capital as enlarged by the admission.

 

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for admission of the
ordinary shares, aggregating in 25,000,000 new ordinary 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 new ordinary shares commence at 8.00
a.m. on 1 August 2025.

Following the admission of the new ordinary shares, the total number of
Ordinary Shares in the capital of the Company in issue will be 1,030,072,634
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, Thor under the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

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

Andrew Hume, Managing Director

Alastair Clayton, Non-Executive Chairman

Rowan Harland, Company Secretary

Tel: +61 (8) 6555 2950

 

Zeus Capital Limited (Nominated Adviser and Joint Broker)

Antonio Bossi / Darshan Patel / Gabriella Zwarts

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 focused on Hydrogen and Helium exploration which are crucial in
the shift to a clean energy economy, with a portfolio that also includes
uranium, and other energy metals.

 

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/) .

 

Notification of Transactions of Persons Discharging Managerial Responsibility
and Persons Closely Associated with them

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1. Alastair Clayton

                                                                   2. Tim Armstrong
 2    Reason for the notification
 a)   Position/status                                              1. Non-Executive Chairman

                                                                   2. Non-Executive Director
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Thor Energy Plc
 b)   LEI                                                          213800WO61Y9GPALD478
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.001 each

      Identification code                                          GB00BRJ52319

 b)   Nature of the transaction                                    Conversion of Performance Shares into Ordinary Shares

 c)   Price(s) and volume(s)

                                                                                     Price(s)             Volume(s)
      Ordinary Shares                                                                1. Alastair Clayton  10,500,000
                                                                                     2. Tim Armstrong     4,500,000

 d)   Aggregated information

                                                                   Ordinary Shares
      - Aggregated volume                                          15,000,000
      - Price                                                      Nil

 e)   Date of the transaction                                      29 July 2025
 f)   Place of the transaction                                     Australian Securities Exchange (ASX)

 

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