27 March 2019
STRATEGIC AUSTRALIAN ACQUISITIONS AND FINANCING
The Board of Thor Mining Plc ("Thor") (AIM, ASX: THR) is pleased to announce the acquisition of two Australian private companies to expand the Company's operational portfolio in anticipation of the crystallisation of value from the existing Australian projects at Molyhil (tungsten/molybdenum) and Kapunda (copper).
The two vehicles are focused on gold and uranium exploration opportunities in Western Australia and the Northern Territory of Australia.
In addition, the Company announces a Strategic Financing raising an additional £400,000 to provide a substantial addition to existing working capital, before consideration of any proceeds from disposal of any existing business interests or royalty income from the Spring Hill gold project.
· Thor has advanced its 100% owned Molyhil tungsten and molybdenum project to mine construction ready status and is currently in a commercialisation process to secure project level finance for the mine construction phase;
· In addition, the Company's Kapunda copper project interest (Thor earning up to 45%) is the subject of a disposal process into Enviro Copper Limited as announced on 5 March 2019;
· After completion of Molyhil and Kapunda transactions, Thor's exploration interests will be limited to the Bonya tungsten, copper and vanadium project where the Company has a 40% interest;
· In light of the above, Thor has taken the decision to acquire Pilbara Goldfields Pty Limited ("PGL") and Hamersley Metals Pty Limited ("HML") which across both companies currently hold interests in two granted licences and seven licence applications at various stages of advancement;
· The licences and applications ("Projects") are prospective for gold and uranium and cover a total of 784 square kilometres in the Pilbara region of Western Australia, and the Northern Territory of Australia;
· The total consideration to the vendors for the acquisition of PGL and HML is £450,500 payable through the issue of 53 million new Thor ordinary shares of 0.01p each ("Ordinary Shares") at an issue price of 0.85p per share ("Initial Consideration Shares") which is subject to a lock in for up to 6 months;
· In addition, following shareholder approval, the vendors will receive 26.5 million warrants in the Company to subscribe for a further 26.5 million Ordinary Shares at a price of 1.30p per share with a three year life to expiry from today's date;
· The vendors will also receive a further 22.5m Ordinary Shares should any project enter commercial production, and further payments should the Company dispose of any interests for in excess of the Initial Consideration (see below);
· The Company will be conducting further work and will be reporting back to the market on each of the licence application interests during the coming weeks.
· The company has undertaken a Strategic Financing raising £400,000 through the issue of 47,058,823 new Ordinary Shares ("Financing Shares") at a price of 0.85p per share;
· Each Financing Share is accompanied with a warrant to subscribe for a further New Ordinary Share at a price of 1.30p with a three year life to expiry, or 47,058,823 new warrants ("Financing Warrants");
· With existing cash at bank the Strategic Financing provides a valuable addition to Thor's working capital.
New Board Appointment
· Thor is currently undertaking standard director due diligence prior to appointment of a new external Non-executive Director to the Board to assist with the Company's transition and development;
· It is the Company's intention to award the proposed new Non-Executive 2.5m options vesting immediately on formal appointment at 1.30p per share and a further 2.5m options at 1.30p per share vesting after 12 months service, all with a three year exercise period. The options would be subject to shareholder approval at the next general meeting in line with ASX requirements;
· Further information with regard to this new appointment will be provided following satisfactory completion of the standard director due diligence process.
Mick Billing, Executive Chairman, commented: "I am extremely pleased to announce today's Strategic Australian acquisitions which add gold and uranium into the Thor Mining Australian portfolio.
The Company is seeing the maturity of its Molyhil project as we move toward the mine construction and production phases. Likewise, with Kapunda as announced the Company is moving its interest into a new vehicle with a listing strategy on a recognised stock exchange.
In anticipation of the above crystallisation process the Company needs to access new Australian opportunities and the Strategic Acquisitions announced today enable us to take a material step forward in this regard.
Alongside this the Strategic Financing further bolsters our working capital and provides a considerable extension to our cash runway.
Thor is active in multiple areas and we anticipate further news updates to the market in the near-term.
I look forward to updating the market across the above areas over the coming weeks."
Strategic Acquisition - Further Information
Thor Mining is to acquire 100% of both PGL and HML for a total consideration of £450,500 through the issue of 53 million new Ordinary Shares in total at an issue price of 0.85p per share for ("Initial Consideration Shares").
The Initial Consideration shares shall be subject to a six month lock in (unless varied by the Board of Thor in writing).
However, in the event that the THR share price trades at the following levels (each for 5 consecutive volume weighted average price trading days) before the end of the six month lock-in period, then the lock in reduces as follows:
- 1.7p - 25% of Initial Consideration shares become freely tradable.
- 2.7p - 25% of Initial Consideration shares become freely tradable.
- 3.7p - 25% of Initial Consideration shares become freely tradable.
- 4.7P - 25% of Initial Consideration shares become freely tradable.
In addition, Thor will issue to the Vendors 26.5 million warrants to subscribe for 26.5m New Ordinary Shares in Thor at an exercise price of 1.3p, with a three year life to expiry ("Initial Consideration Warrants). The Initial Consideration Warrants will be subject to approval by shareholders at a forthcoming general meeting.
Thor have 3 months from the Agreement date to review all Projects and determine whether they wish to retain each Project.
The projects, two granted, and the balance in the application stage, while considered early stage, are considered prospective for gold, and in one instance, for uranium.
Thor will announce by market announcement each Project to be retained. Any Projects that Thor does not wish to retain will be transferred back to the vendors via a new special purpose vehicle ("SPV") the interest in which will reflect the proportionate ownership of PGL and HML.
Should any of the Projects acquired enter into production, a further 22.5million new Ordinary Shares in Thor will be issued to the shareholders of PGL or HML (from where the project was held) pro-rated to their percentage holding in PGL or HML.
Should Thor make disposals of any of the Project interests in excess of the Initial Consideration, then 30% (within 12 months of Agreement date), 20% (within 12-24 months of the Agreement date) and 10% (within 24-36 months of the Agreement date) of any excess consideration (above the initial consideration) will be due within one month of receipt to the shareholders of PGL or HML (from where the project was held) pro-rated to their percentage holding in PGL or HML.
Settlement and dealings
Application has been made to the AIM Market of the London Stock Exchange ("AIM") for the 53,000,000 Initial Consideration Shares and 47,058,823 Financing Shares (a total of 100,058,823 new Ordinary Shares, which rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading. Dealings on AIM are expected to commence at 8:00am on or around 5 April 2019 ("Admission").
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following Admission, Thor will have 816,959,363 Ordinary Shares in issue with voting rights attached. Thor holds no shares in treasury. This figure of 816,959,363 may be used by shareholders in the Company 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 the Company, under the ASX Listing Rules or the DTRs.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
+61 (8) 7324 1935
Thor Mining PLC
+61 (8) 7324 1935
Thor Mining PLC
Richard Tonthat/ Ben Roberts
+44 (0) 207 383 5100
Grant Thornton UK LLP
+44 (0) 1483 413 500
SI Capital Ltd
David Hignell / Rob Rees
+44 (0) 20 3470 0470
SP Angel Corporate Finance LLP
Tim Blythe/ Camilla Horsfall
+44 (0) 207 138 3222
Updates on the Company's activities are regularly posted on Thor's website 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) is a resources company quoted on the AIM Market of the London Stock Exchange and on ASX in Australia.
Thor holds 100% of the advanced Molyhil tungsten project in the Northern Territory of Australia, for which an updated feasibility study in August 2018¹ suggested attractive returns.
Adjacent Molyhil, at Bonya, Thor holds a 40% interest in deposits of tungsten, copper, and vanadium, including an Inferred resource for the Bonya copper deposit².
Thor also holds 100% of the Pilot Mountain tungsten project in Nevada USA which has a JORC 2012 Indicated and Inferred Resources Estimate³ on 2 of the 4 known deposits. The US Department of the Interior has confirmed that tungsten, the primary resource mineral at Pilot Mountain, has been included in the final list of Critical Minerals 2018.
Thor is also acquiring up to a 60% interest Australian copper development company Environmental Copper Recovery SA Pty Ltd, which in turn holds rights to earn up to a 75% interest in the mineral rights and claims over the resource⁴ on the portion of the historic Kapunda copper mine in South Australia recoverable by way of in situ recovery.
Thor has an interest in Hawkstone Mining Limited, an Australian ASX listed company with a 100% Interest in a Lithium project in Arizona, USA.
Finally, Thor also holds a production royalty entitlement from the Spring Hill Gold project⁵ of:
• A$6 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for up to A$1,500 per ounce; and
• A$14 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for amounts over A$1,500 per ounce.
¹ Refer ASX and AIM announcement of 23 August 2018
² Refer ASX and AIM announcement of 26 November 2018
³ Refer AIM announcement of 13 December 2018 and ASX announcement of 14 December 2018
⁴ Refer AIM announcement of 10 February 2016 and ASX announcement of 12 February 2018
⁵ Refer AIM announcement of 26 February 2016 and ASX announcement of 29 February 2016
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