REG - Thor Energy PLC - Term Sheet to sell FRAM JV to Tivan for A$8.75m

Thor EnergyAnnouncement

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RNS Number : 3872Z  Thor Energy PLC  16 September 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.

 

16 September 2025

Thor Energy PLC

 

("Thor" or the "Company")

 

Term Sheet to Sell FRAM Joint Venture (Thor 75%) to ASX-Listed Tivan Limited
for A$8,750,000

 

Dramatically strengthens Thor's balance sheet, allowing for an acceleration of
natural hydrogen and helium exploration in South Australia

 

Thor Energy plc (AIM, ASX: THR, OTCQB: THORF) is pleased to announce the
signing of a term sheet ("Term Sheet") with ASX-listed Tivan Limited (ASX:
TVN) ("Tivan") to sell 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. Thor holds 75% of the FRAM JV via its subsidiary Molyhil Mining
Limited ("Molyhil") with ASX-Listed Investigator Resources Limited
("Investigator or IVR") (ASX: IVR) holding the remaining 25%.

 

Highlights:

·    Upon completion of the sale of the FRAM JV, total consideration of
A$8,750,000 will be payable, with 75% (A$6,562,500) to Thor via its subsidiary
Molyhil.

 

·      60% of total consideration is payable within approx.12 months
from execution of this Term Sheet.

 

·      Three successive annual deferred completion payments, payable in
cash, shares or a combination at Tivan's election.

 

·      Significant, non-dilutionary boost to Thor's cash position,
which, together with the recent Metals One(1/2) and DISA(3) Uranium
transactions, strengthens the Company's position to advance its core HY-Range
natural hydrogen and helium project in South Australia.

 

·    The parties will now move to meet certain conditions precedent to
achieve completion in a timely manner, with an indicative target of December
2025.

 

                                            Estimated Date*  THOR 75%                           IVR 25%
 Cash Non-Refundable Exclusivity (60 days)  Sep-25           $             375,000              $             125,000
 Cash Completion Payment                    Dec-25           $        2,250,000                 $             750,000
 Initial Deferred Completion Payment        Sep-26           $        1,312,500                 $             437,500
 Second Deferred Completion Payment         Sep-27           $        1,312,500                 $             437,500
 Final Deferred Completion Payment          Sep-28           $        1,312,500                 $             437,500

                                                             $     6,562,500                    $     2,187,500

 

 1  ASX "Term Sheet to Sell 75% of Non-Core US Uranium Claims
(https://wcsecure.weblink.com.au/clients/thormining/headline.aspx?headlineid=21609888)
" 24 July 2025

(2) ASX "Thor Completes Sale of 75% of Non-Core US Uranium Claims
(https://wcsecure.weblink.com.au/clients/thormining/headline.aspx?headlineid=21613372)
" 12 August 2025

(3 ) ASX "Term Sheet Signed to Process Uranium & Critical Metals
(https://wcsecure.weblink.com.au/clients/thormining/headline.aspx?headlineid=21619223)
" 3 September 2025

*  All Estimated Dates are the Company's best estimates and are subject to
change.

 

Alastair Clayton, Chairman, commented:

"I am delighted to announce the Term Sheet executed with Tivan today. The
Molyhil Project requires, amongst other things, specific sector expertise and
a significant balance sheet to unlock the potential of the Project, of which
Tivan has both. Then there are the obvious synergies with Tivan's Sandover
Project to the NE of Molyhil.

 

"For Thor shareholders, the monetisation of Molyhil means a significant inflow
of cash to the Company over the next 12 months and beyond. This means more
resources to advance Hy-Range and less dilution to achieve this.

 

"We look forward to working with Tivan and our FRAM JV partner Investigator to
achieve completion as soon as practicably possible."

 

Corporate Focus Remains on HY-Range

Whilst looking to monetise much of our legacy portfolio, the corporate focus
of Thor Energy remains on its HY-Range natural hydrogen and helium project in
South Australia. The transaction represents a means by which Thor can monetise
the value of its interest in its non-core tungsten-molybdenum projects.

 

-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 / 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

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 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 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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