REG - Thor Mining PLC - Farm-in Funding Agreement, Molyhil Project

Thor EnergyAnnouncement

24/11/2022 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221124:nRSX4278Ha&default-theme=true

RNS Number : 4278H  Thor Mining PLC  24 November 2022

24 November 2022

 

Thor Mining PLC

 

("Thor" or the "Company")

 
A$8M Farm-in Funding Agreement to Accelerate

Molyhil Project, Northern Territory

The Directors of Thor Mining Plc ("Thor") (AIM, ASX: THR, OTCQB: THORF) are
pleased to announce the signing, through its wholly-owned subsidiary Molyhil
Mining Pty Ltd ("Molyhil"), of a Heads of Agreement ("HOA") with ASX-listed
mineral exploration and development company Investigator Resources Limited
(ASX: IVR, "IVR") to fund the accelerated exploration of Thor's 100%-owned
Molyhil tenements (the "Tenements"), in the Northern Territory and the sale of
Thor's interest in the Bonya tenement (EL29701).

Highlights:

§ HOA signed with IVR, through its wholly-owned subsidiary Fram Resources Pty
Ltd ("Fram"), for Fram's earn-in and the creation of a new joint venture to
accelerate the exploration of the Molyhil tenements (Table 1).

§ Fram to earn-in, via a 3-stage process, to 80% interest in the Tenements and acquire Thor's 40% interest in the Bonya tenement (EL29701) (Table 2).

§ Fram will provide expenditure for a total value of up A$8m to explore for
minerals within the Tenements and manage the joint venture exploration
activities. If a Mineral Resource (in accordance with JORC 2012) is defined,
the joint venture will develop and exploit such a resource, if it is
economically feasible to do so.

§ Thor to receive up to a total of A$100,000 in cash and A$500,000 of IVR
shares through the reduction of its holding in the Tenements, via Fram's
three-stage earn-in, and the sale of Thor's interest in the Bonya tenement.

§ If Fram does not complete the required commitments of stage 1 by the agreed
commitment date, Fram must pay any shortfall amount of the committed
expenditure to Molyhil in order to satisfy the requirements.

§ The agreement enables Thor to focus on its priority USA Uranium assets and
the multi-commodity Ragged Range Project, while retaining an interest in the
Molyhil Project.

Nicole Galloway Warland, Managing Director of Thor Mining, commented:

"We are very pleased to enter into a Heads of Agreement with IVR for Fram's
earn-in and exploration funding of the Molyhil tenements and the sale of our
interest in the Bonya tenement.

"The agreement enables Thor to retain an equity interest in the prospective
Molyhil tenements with reduced operational risk, benefitting from exploration
upside on the Tenements as well as receiving considerations in the form of
cash and IVR shares.

"The Molyhil divestment and Bonya sale reflect the Company's focus on our
priority US uranium assets and the multi-element Ragged Range project, where
we see the most significant and nearest-term value potential within Thor's
portfolio."

Key Transaction Details

Stage 1 Earn-In

IVR to pay Molyhil an upfront payment of A$100,000.

On or before the eighteenth month anniversary of the execution of the HOA
("Stage 1 Commitment Date"), Fram shall complete the expenditure of A$1m of
exploration activities ("Stage 1 Commitment").

If Fram does not complete the Stage 1 Commitment by the Stage 1 Commitment
Date, Fram must pay any shortfall amount of the Stage 1 Commitment to Molyhil
in order to satisfy the requirements of the Stage 1 Commitment.

Upon Fram meeting the Stage 1 Commitment, Fram will be entitled to 25%
interest in the Tenements. Molyhil and IVR must execute all documents and
forms necessary to effect the transfer of Molyhil's 40% interest in the Bonya
tenement (EL29107) to Fram.

If Fram gives notice in writing to Molyhil that it does not elect to effect
transfer of the 25% interest in the Tenements, Fram will be deemed to have
withdrawn from the HOA without earning any equity in the Tenements.

Formation of the Joint Venture

If Fram earns and elects to transfer an interest in the Tenements, pursuant to
the execution of the Stage 1 obligations, a joint venture will come into
effect on the date on which Fram and Molyhil execute the joint venture
agreement ("JV Commencement Date"). The initial joint venture interests of the
parties will be 25% Fram and 75% Molyhil.

Stage 1 Joint Venture Consideration

On the formalisation of Fram's 25% joint venture interest, IVR will issue
Molyhil A$250,0000 of IVR shares at a deemed price equal to the higher of the
Volume Weighted Average Price for the 15-day trading period immediately
preceding the 25% earn-in date, or A$0.05 per share. Thor plans to hold the
IVR shares over the longer term until the appropriate juncture to realise
value on the shares as decided by the Board.

Stage 2 Earn-In

Fram shall, within 28 days of the JV Commencement Date, give notice in writing
to Molyhil of its intention to earn a further 26% interest in the Molyhil
Tenements ("Stage 2 Earn-In Notice"), taking its total interest to 51%.

If Fram issues a Stage 2 Earn-In Notice, Fram must spend A$2m (which amount is
in addition to the Stage 1 Commitment) on exploration on or before the third
anniversary of the JV Commencement Date ("Stage 2 Commitment") to earn the
additional 26%.

Upon Fram meeting the Stage 2 Commitment, Fram will be entitled to 51%
interest in the Tenements.

Stage 3 Earn-In

Fram shall, within 28 days of the Stage 2 Completion Notice, give notice in
writing to Molyhil of its intention to earn a further 29% interest in the
Tenements ("Stage 3 Earn-In Notice"), taking its total interest to 80%.

If Fram issues a Stage 3 Earn-In Notice, Fram must spend A$5m (which amount is
in addition to the Stage 1 and Stage 2 Commitments) on exploration on or
before the sixth anniversary of the JV Commencement Date ("Stage 3
Commitment") to earn the additional 26%.

Upon Fram meeting the Stage 3 Commitment, Fram will be entitled to 80%
interest in the Tenements.

Stage 3 Joint Venture Consideration

On formalisation of Fram's 80% joint venture interest, IVR shall issue Molyhil
A$250,000 of IVR shares at a deemed price equal to the higher of the Volume
Weighted Average Price for the 15-day trading period immediately preceding the
80% earn-in date, or A$0.05 per share. Thor plans to hold the IVR shares over
the longer term until the appropriate juncture to realise value on the shares
as decided by the Board.

Impact on 30 June 2022 Annual Financial Statements

The book value of the Tenements in the Thor Accounts to 30 June 2022 was
approximately A$17 million.

Project Background
The Molyhil deposit is located 220km north-east of Alice Springs (320km by road) within the prospective polymetallic province of the Proterozoic Eastern Arunta Block, in the Northern Territory (Figure 4).
In April 2021 (ASX/AIM: THR 8 April 2021) a revised Mineral Resource Estimate comprising Measured, Indicated, and Inferred Mineral Resources, totalling 4.4 million tonnes at 0.27% WO(3) (Tungsten trioxide), 0.10% Mo (Molybdenum), and 0.05% Cu (Copper) using a 0.07% WO(3) cut-off.

https://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210408-molyhil-mineral-resource-estimate-updated.pdf (https://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210408-molyhil-mineral-resource-estimate-updated.pdf)

 

 

Figure 1: Tenement & Prospect Location Plan

 

 

The Bonya tungsten and copper tenement (EL29701) is located approximately 30km
to the north-east of Molyhil (Figure 1).  Thor, in joint venture with
Arafura, holds a 40% equity interest in the resources.

A full background on the project is available on the Thor Mining website:
www.thormining.com/projects (http://www.thormining.com/projects) .

 

 

Figure 2: Molyhil Project location showing adjacent Bonya tenement

 

 

Table 1: Molyhil Tenements

 

 Project  Tenement  Area kms(2)  Area ha.  Holders                 Company Interest
 Molyhil  EL22349   228.10                 Molyhil Mining Pty Ltd  100%
 Molyhil  EL31130   9.51                   Molyhil Mining Pty Ltd  100%
 Molyhil  ML23825                95.92     Molyhil Mining Pty Ltd  100%
 Molyhil  ML24429                91.12     Molyhil Mining Pty Ltd  100%
 Molyhil  ML25721                56.2      Molyhil Mining Pty Ltd  100%
 Molyhil  AA29732                38.6      Molyhil Mining Pty Ltd  100%
 Molyhil  MLS77                  16.18     Molyhil Mining Pty Ltd  100%
 Molyhil  MLS78                  16.18     Molyhil Mining Pty Ltd  100%
 Molyhil  MLS79                  8.09      Molyhil Mining Pty Ltd  100%
 Molyhil  MLS80                  16.18     Molyhil Mining Pty Ltd  100%
 Molyhil  MLS81                  16.18     Molyhil Mining Pty Ltd  100%
 Molyhil  MLS82                  8.09      Molyhil Mining Pty Ltd  100%
 Molyhil  MLS83                  16.18     Molyhil Mining Pty Ltd  100%
 Molyhil  MLS84                  16.18     Molyhil Mining Pty Ltd  100%
 Molyhil  MLS85                  16.18     Molyhil Mining Pty Ltd  100%
 Molyhil  MLS86                  8.05      Molyhil Mining Pty Ltd  100%

 

Table 2: Bonya Tenement (EL29701)

 Bonya  EL29701  204.5      Molyhil Mining Pty Ltd  40%

 

This announcement is authorised for release to the market by the Board of
Directors.

 

For further information, please contact:

 

 Thor Mining PLC

 
 Nicole Galloway Warland, Managing Director               Tel: +61 (8) 7324 1935

 Ray Ridge, CFO / Company Secretary                       Tel: +61 (8) 7324 1935
 WH Ireland Limited (Nominated Adviser and Joint Broker)  Tel: +44 (0) 207 220 1666
 Antonio Bossi / Darshan Patel / Megan Liddell
 SI Capital Limited (Joint Broker)                        Tel: +44 (0) 1483 413 500
 Nick Emerson
 Yellow Jersey (Financial PR)                             thor@yellowjerseypr.com
 Sarah Hollins / Henry Wilkinson                          Tel: +44 (0) 20 3004 9512

 

Updates on the Company's activities are regularly posted on Thor's website
www.thormining.com (http://www.thormining.com/) , which includes a facility to
register to receive these updates by email, and on the Company's twitter page
@ThorMining.

 

About Thor Mining PLC

Thor Mining PLC (AIM, ASX: THR; OTCQB: THORF) is a diversified resource
company quoted on the AIM Market of the London Stock Exchange, ASX in
Australia and OTCQB Market in the United States.

The Company is advancing its diversified portfolio of precious, base, energy
and strategic metal projects across USA and Australia. Its focus is on
progressing its copper, gold, uranium and vanadium projects, while seeking
investment/JV opportunities to develop its tungsten assets.

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.

At Alford East in South Australia, Thor is earning an 80% interest in copper
deposits considered amenable to extraction via In Situ Recovery techniques
(ISR). In January 2021, Thor announced an Inferred Mineral Resource Estimate
of 177,000 tonnes contained copper & 71,000 oz gold¹.

Thor also holds a 30% interest in Australian copper development company
EnviroCopper Limited, which in turn holds rights to earn up to a 75% interest
in the mineral rights and claims over the resource on the portion of the
historic Kapunda copper mine and the Alford West copper project, both situated
in South Australia, and both considered amenable to recovery by way of
ISR.²³

Thor holds 100% interest in two private companies with mineral claims in the
US states of Colorado and Utah with historical high-grade uranium and vanadium
drilling and production results.

Thor holds 100% of the advanced Molyhil tungsten project, including measured,
indicated and inferred resources⁴, in the Northern Territory of Australia,
which was awarded Major Project Status by the Northern Territory government in
July 2020.

Adjacent to Molyhil, at Bonya, Thor holds a 40% interest in deposits of
tungsten, copper, and vanadium, including Inferred resource estimates for the
Bonya copper deposit, and the White Violet and Samarkand tungsten deposits.
⁵

 

Notes

(1)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210127-maiden-copper.gold-estimate-alford-east-sa.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210127-maiden-copper.gold-estimate-alford-east-sa.pdf)

(2)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf)
 

³
www.thormining.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf
(http://www.thormining.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf)

(4)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210408-molyhil-mineral-resource-estimate-updated.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210408-molyhil-mineral-resource-estimate-updated.pdf)
 

(5)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf)
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDDZMZMFFVGZZZ