REG - Thor Energy PLC - Term Sheet to Sell 75% of US Uranium Claims

Thor EnergyAnnouncement

25/07/2025 07:00

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RNS Number : 4952S  Thor Energy PLC  25 July 2025

 

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 July 2025

Thor Energy PLC

 

("Thor" or the "Company")

 

Term Sheet to Sell 75% of US Uranium Claims to Metals One PLC

£100,000 exclusivity fee and £1,000,000 in stock

 

Thor Energy plc ("Thor") (AIM, ASX: THR, OTCQB: THORF) is pleased to announce
the signing of a Term Sheet ("TS") regarding the sale of a 75% interest in its
US subsidiaries that hold its non-core US uranium and vanadium projects (the
"Projects") in Colorado and Utah in the United States to London-listed Metals
One PLC (AIM: Met1) ("Met1").

 

Highlights:

 

·    £100,000 cash exclusivity payment payable on signing of the TS.

·    Subject to final due diligence and Board approval, Thor to be issued
£1,000,000 in Met1 stock upon execution of a Sale and Purchase Agreement
("SPA") based upon a 15-day VWAP from the date of the TS.

·    Met1 to be operator of the Projects whilst Thor to retain a 25%
interest.

·   12-month exclusive option (the "Option") granted to Met1 to acquire
the remaining 25% Thor interest at a future price to be mutually agreed and/or
determined by an independent third-party valuation.

·   Consolidates the proximal Thor and Met1 Colorado and Utah uranium
projects under a single operational entity.

·  On successful completion provides Thor with a potentially significant
source of future, non-dilutionary funding to advance its HY-Range natural
hydrogen and helium to drill decision in early 2026.

·    Parties will now move to execute an SPA and examine future
exploration activities.

 

Andrew Hume, Managing Director of Thor Energy, commented:

 

"I am delighted to announce today the Term Sheet executed with Metals One PLC,
which is building a significant US uranium portfolio. We welcome Metals One's
in-country operational expertise to help drive these Projects forward, whilst
we remain focused on our project portfolio and notably our HY-Range natural
hydrogen and helium project in South Australia. I look forward to working with
the management of Metals One PLC to help achieve our mutually beneficial
exploration and development goals."

 

Term Sheet

 

Thor Energy has signed a Term Sheet with Met1 whereby Met1 will acquire a 75%
interest in the 100% owned subsidiary companies, Standard Minerals Inc.
("Standard") and Cisco Minerals Inc. ("Cisco"), that hold the rights to Thor
Energy's uranium claims in Colorado and Utah in the United States of America.
An exclusivity fee of £100,000 is payable to Thor following the execution of
this TS.

 

Upon completion of final due diligence and Board approval and an SPA, Met1
will issue to Thor Energy £1,000,000 worth of ordinary shares in Met1 using a
share price to be calculated using a 15-day VWAP of Met1's share price
following the execution of this term sheet.

 

Thor has also entered into an agreement to grant Met1 an exclusive 12-month
option to acquire the remaining 25% interest in Standard and Cisco that it
does not currently own. The purchase price will be determined either through
mutual agreement between the parties or via an independent third-party expert
valuation.

 

The parties will immediately move to agree and execute a full SPA as soon as
practicable, expected to be completed by 31 August 2025 (unless otherwise
agreed in writing by Thor and Met1). The SPA will contain (amongst other terms
and conditions) warranties and representations typical for a transaction of
this type (including but not limited to in relation to the USA subsidiaries of
Thor and the good standing and legal ownership of the Projects).

 

The proposed sale is subject to and conditional upon Met1 having conducted and
being satisfied with legal, technical and financial due diligence on the USA
subsidiaries of Thor and the Projects and all and any applicable and necessary
consents, authorities or approvals required from any applicable statutory or
quasi-statutory body regulating the mining industry in the USA consenting to
the change of control of the Projects.

 

Corporate Focus on HY-Range

 

By way of background, Thor has previously expended ~£1.6m (A$3.1m) on the
exploration and development of its US-based uranium assets to date. However,
in the most recent quarter, Thor did not undertake any exploration works as
its focus has been on its HY-Range natural hydrogen and helium project in
South Australia. The transaction represents a way by which Thor can monetise
the value of its interest in these uranium projects, as well as any
exploration upside through the retention of the shares in Met1.

 

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

 

Competent Person Statement

The information in this report that relates to exploration results and
exploration targets is based on information compiled by Andrew Hume, who holds
a BSc in Geology (Hons). Mr Hume is an employee of Thor Energy PLC. He has
sufficient experience which is relevant to the style of mineralisation and
type of deposit under consideration and to the activity which he is
undertaking to qualify as a Competent Person as defined in the 2012 Edition of
the 'Australasian Code for Reporting of Exploration Results, Mineral Resources
and Ore Reserves' and is a qualified person under AIM Rules. Andrew Hume
consents to the inclusion in the report of the matters based on his formation
in the form and context in which it appears.

 

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/) .

 

About Metals One Plc

 

Metals One is an exploration company pursuing a strategic portfolio of
critical and precious metals projects in low-risk jurisdictions, underpinned
by the Western World's urgent need for reliably and responsibly sourced raw
materials, and record high gold prices. Their project portfolio spans the USA,
Finland and Norway. Metals One's shares are listed on the London Stock
Exchange's AIM Market (AIM: MET1).

 

 

 

 

 

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