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RNS Number : 3337P Thor Energy PLC 19 January 2026
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.
19 January 2026
Thor Energy PLC
("Thor" or the "Company")
Molyhil Sale Update - A$2,250,000 Completion Payment Received
Three additional payments totalling A$3,937,500 due between September 2026 and
September 2028, bringing the total sale proceeds of A$6,562,500 to Thor
Thor Energy plc (AIM, ASX: THR, OTCQB: THORF) is pleased to announce the
receipt of the cash completion payment for A$2,250,000, pursuant to the term
sheet ("Term Sheet") executed with ASX-listed Tivan Limited (ASX: TVN)
("Tivan") for the sale of the tenements and associated mining information
comprising the FRAM Joint Venture ("FRAM"), which holds the Molyhil
Tungsten/Molybdenum/Copper Project ("the Project") in the Northern Territory,
Australia as announced on 16 September 2025(1). Thor holds 75% of the FRAM JV
via its subsidiary Molyhil Mining Proprietary Limited ("Molyhil"), with
ASX-Listed Investigator Resources Limited ("Investigator" or "IVR") (ASX: IVR)
holding the remaining 25%.
Highlights:
· Conditions precedent to the sale of the Project have been met to the
satisfaction of Tivan and the FRAM JV partners, triggering a cash payment to
Thor of A$2,250,000.
· As outlined below, commencing in September 2026, three successive
annual deferred completion payments totalling A$3,937,00 until September 2028,
payable in cash, shares or a combination at Tivan's election. This will bring
the total sale proceeds to Thor of A$6,562,500.
Estimated Date* To Thor
Cash Non-Refundable Exclusivity (60 days) Received $ 375,000
Cash Completion Payment Received $ 2,250,000
Initial Deferred Completion Payment Sep-26 $ 1,312,500
Second Deferred Completion Payment Sep-27 $ 1,312,500
Final Deferred Completion Payment Sep-28 $ 1,312,500
$ 6,562,500
(( 1 )) RNS "Term Sheet to Sell FRAM Joint Venture (Thor 75%) to ASX-Listed
Tivan Limited for A$8,750,000" - 16 September 2025
(https://www.londonstockexchange.com/news-article/THR/term-sheet-to-sell-fram-jv-to-tivan-for-a-8-75m/17232085)
* All Estimated Dates are the Company's best estimates and are subject to
change.
· Significant, non-dilutionary boost to Thor's cash position
strengthens the Company's position to advance its core HY-Range natural
Hydrogen and Helium Project in South Australia.
· Also provides further financial resources to further progress the
Company's existing Alford East Copper-Gold portfolio in South Australia, with
an announcement outlining this strategy to be released soon.
Alastair Clayton, Chairman, commented:
"We are exceptionally pleased to report that the conditions precedent have
been met to trigger the payment of A$2,250,000 to Thor.
"For Thor shareholders, the monetisation of Molyhil has already led to a
significant inflow of cash to the Company, and there will be three further
annual payments of A$1,312,500 commencing from this September. This means more
resources to advance Hy-Range and less dilution to achieve this.
"Furthermore, following the significant new external investment into our
20%-owned EnviroCopper Limited (2), a leading ISL Copper company, we now turn
our attention to our 80% interest in the nearby Alford East Copper Portfolio,
which we have chosen to retain. We look forward to updating shareholders on
our 2026 plan for these assets soon."
(2) RNS "External Investment of A$3.5m into ECL & its Copper Projects" -
27 October 2025
(https://www.londonstockexchange.com/news-article/THR/external-investment-into-envirocopper-limited/17295998)
-ENDS-
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 / Liv Highton
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
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
copper, gold, 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/) .
About Tivan Limited
Tivan Limited is an ASX listed critical minerals company headquartered in
Darwin in the Northern Territory currently advancing its Speewah Fluorite
Project in Western Australia in conjunction with Sumitomo and its Sandover
Fluorite Project in The Northern Territory as well as its Turiscai Project in
Timor-Leste.
The material terms of the transaction are set out below:
Consideration A$8,750,000 payable to the FRAM JV (75% Thor) as detailed in the table
engrossed within this announcement for the sale of the minerals tenements and
associated mining information relating to the FRAM JV. Tivan Limited may, in
its sole and absolute discretion, elect by written notice to the JV
Participants to satisfy payment of 50% of each Deferred Completion Payment due
on the relevant Deferred Completion Payment Date by way of Tivan issuing
Shares to the JV Participants on that Deferred Completion Payment Date. 50% of
any shares issued will be subject to a 6-month voluntary escrow period.
Termination of Royalty Deed From the Effective Date:
(a) Any Royalty Deed is terminated and has no force and effect; and
(b) Molyhil irrevocably and forever releases and discharges releases Fram
from the performance of all obligations under the Royalty Deed.
Conditions Precedent Completion of the Acquisition is conditional on:
(a) Payment of the non-refundable deposit.
(b) Lodgement of the Instrument of Transfer and receipt of all necessary
Ministerial/Departmental approvals under the MTA.
(c) Notification to, and consent from, the CLC regarding the transfer of
the JV Tenements and assignment of the Mining Agreement.
(d) The Purchaser is responsible for all stamp duty, lodgement, and
registration fees in relation to the transfer.
Conditions must be satisfied (or waived, where permitted) by the Conditions
Deadline Date, failing which any party may terminate the Term Sheet (subject
to good faith discussions on extending the deadline).
Termination If a Party to the transaction defaults in the due observance or performance of
any of its obligations under the Term Sheet prior to Completion and the
default continues for 10 Business Days after the receipt of notice in writing
from a non-defaulting Party to remedy the default (or such lesser period as
constitutes the period until the day before Completion), a non-defaulting
Party may, without prejudice to its other rights at law or equity in respect
of the default, and without being obliged to give further notice:
(a) seek specific performance; or
(b) terminate this Term Sheet,
and in either case, the non-defaulting Party may seek damages for the
default.
Misc. The Term Sheet contains other customary provisions for
agreements of this nature, including representations and
warranties being provided by all Parties.
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