THOR ENERGY PLC
Registered Number 05276414 (United Kingdom)
ARBN 121 117 673 (Australia)

NOTICE OF ANNUAL GENERAL MEETING

Date of Meeting: 29 November 2023
Time of Meeting: 10 a.m. (Greenwich Mean Time)
Venue: WH Ireland Limited
24 Martin Lane
London
EC4R 0DR

This Notice of Annual General Meeting and accompanying Explanatory Notes and Proxy Form or CDI voting instruction form (as applicable) should be read in their entirety. If Shareholders or CDI Holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, or other professional adviser prior to voting.

THOR ENERGY PLC
Registered Number 05276414 (United Kingdom)
ARBN 121 117 673 (Australia)

LETTER FROM THE CHAIRMAN

Thor Energy PLC
Salisbury House
London Wall
London, EC2M 5PS
UNITED KINGDOM

27 October 2023

Dear Shareholder

Notice of Annual General Meeting

Thor Energy PLC ("Thor" or "the Company") is pleased to invite you to its Annual General Meeting to be held at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR on 29 November 2023 at 10 a.m. (Greenwich Mean Time).

The purpose of the Annual General Meeting is to consider, and if thought fit, pass the Resolutions contained in the notice. In addition to the usual Resolutions which are considered at an Annual General Meeting, I would like to draw your attention to Resolutions 4 - 10.

Resolutions 4 and 9 provide the Directors with appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders and it is the normal procedure for such authority to be renewed at the Annual General Meeting. Resolution 4 is a requirement under English company law where the Company wishes to allot new relevant securities. Resolution 9 is a requirement under English company law where the Company wishes to do so for cash without first offering those securities on a pro-rata basis to existing shareholders. Resolution 9 is a Special Resolution.

Resolution 10 seeks the approval from shareholders of a 10% Placement Facility. ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital in accordance with the terms set out in Resolution 10 (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1. At this Annual General Meeting, the Company is seeking shareholder approval by way of a Special Resolution to have the ability to issue additional equity securities under the 10% Placement Facility.

Resolution 5 seeks shareholder approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of 4,200,000 Ordinary Shares to the former shareholders of American Vanadium Pty Ltd. Thor acquired American Vanadium Pty Ltd on 10 September 2020, with the acquisition agreement providing for three subsequent payments, in the form of Thor Ordinary Shares, following the achievement of agreed milestones. The second such payment of $252,000, in the form of 4,200,000 Ordinary Shares, is due upon drilling ore grade intercepts from at least three holes from any deposits within the exploration licences, located in Colorado and Utah, US, at a product of grade and thickness of >=0.4% U3O8, or equivalent (Uranium Milestone Payment). At the time of preparing this Notice of Annual General Meeting, Thor is undertaking a drilling campaign (refer to AIM announcement: 18 October 2023 and ASX announcement: 19 October 2023). Resolution 5 allows for the eventuality that the requirement for the Uranium Milestone Payment is achieved in this drill campaign.

Resolution 8 seeks shareholder approval for the adoption of an Employee Share Option Plan which allows eligible persons (employees and contractors) to be offered the opportunity to receive options to assist in the attraction, retention, and motivation of staff. The Directors consider that options are a cost-effective and

efficient means of incentivising employees. Exception 13 of ASX Listing Rule 7.2 provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if within three years before the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to Listing Rule 7.1. In order for future issues of securities made under the Employee Share Option Plan and within the three-year period from the date of the passing of Resolution 8 to come within Exception 13 of ASX Listing Rule 7.2, the Company is seeking Shareholder approval for such issues of securities.

Resolutions 6 and 7 seek shareholder approval to ratify the issue of Equity Securities and Options that were previously issued within the Company's placement capacity under ASX Listing Rules 7.1 and 7.1A. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.

Thor's Directors believe that all the Resolutions are in the best interests of the Company and recommend that shareholders vote in favour of the Resolutions at the Annual General Meeting, as the Directors intend to do in respect of their own holdings of Ordinary Shares (to the extent they are not excluded from voting).

Yours faithfully

Alastair Clayton

Chairman

THOR ENERGY PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Thor Energy PLC will be held at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR on 29 November 2023 at 10 a.m. (Greenwich Mean Time) for the purpose of considering and, if thought fit, passing Resolutions 1 to 8 (inclusive) as Ordinary Resolutions, and Resolutions 9 and 10 as Special Resolutions.

AGENDA

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

Financial Statements and reports

To receive and consider the report of the Directors and the audited financial statements of the Company for the year ended 30 June 2023.

Re-elect Mr Alastair Clayton as a Director

To re-elect Mr Alastair Clayton as a Director who, in accordance with Article 126 of the Articles of Association, retires by rotation and being eligible, offers himself for re-election.

Re-appoint company auditor

To re-appoint PKF Littlejohn LLP as auditors of the Company to act until the conclusion of the next Annual General Meeting and to authorise the Directors to determine their remuneration.

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

Authority to Allot Shares

That in substitution for all existing and unexercised authorities, the Directors of the Company be and they are hereby generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 ("the Act") to exercise all or any of the powers of the Company to allot Relevant Securities (as defined in this Resolution) up to a maximum nominal amount of £140,000 provided that this authority shall, unless previously revoked or varied by the Company in general meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months from the date of the passing of this Resolution, unless renewed or extended prior to such time except that the Directors of the Company may before the expiry of such period make an offer or agreement as if the authority conferred hereby had not expired. In this Resolution, "Relevant Securities" means any shares in the capital of the Company and the grant of any right to subscribe for, or to convert any security into, shares in the capital of the Company ("Shares").

Approval to Issue Ordinary Shares (Uranium Milestone Payment) under ASX Listing Rule 7.1

That, subject to and conditional on Resolutions 4 and 9 being passed, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment by the Company of 4,200,000 Ordinary Shares to the previous shareholders of American Vanadium Pty Ltd as part of the second Performance Payment on the terms and conditions detailed in the Explanatory Notes to this Notice of Annual General Meeting.

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Ratification of Issue of Fleet Collaboration Shares under ASX Listing Rule 7.4

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve the issue and allotment by the Company of 6,250,000 Ordinary Shares, on the terms and conditions detailed in the Explanatory Notes to this Notice of Annual General Meeting.

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

a person who participated in the issue or is a counterparty to the agreement being approved; or
an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Ratification of Issue of Placement Securities under ASX Listing Rule 7.4

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve the issue and allotment by the Company of 23,809,524 Ordinary Shares and 23,809,524 ASX listed Options (together, the Placement Securities), on the terms and conditions detailed in the Explanatory Notes to this Notice of Annual General Meeting.

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

a person who participated in the issue or is a counterparty to the agreement being approved; or
an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Approval of issues of securities under the Employee Share Option Plan for the purposes of ASX Listing Rule 7.2 Exception 13

That, for the purpose of ASX Listing Rule 7.2 Exception 13 and for all other purposes, any issue of securities made within the period ending on the third anniversary of the date of the passing of this Resolution under the terms and conditions of the Thor Energy Plc Employee Share Option Plan (as amended from time to time to the extent permitted for the purposes of Listing Rule 7.2 Exception 13), is approved as an exception to Listing Rule 7.1

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by a person who is eligible to participate in the proposed Employee Share Option Plan, and any of their associates.

However, the Company will not disregard a vote cast in favour of this Resolution by or on behalf of:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

SPECIAL RESOLUTIONS

Disapplication of pre-emption Rights

That, subject to and conditional on Resolution 4 being passed, and in substitution for and to the exclusion of any previous power given to the Directors, the Directors, pursuant to section 570(1) of the Act, be and they are empowered to allot equity securities (constructed in accordance with section 560 of the Act) wholly for cash pursuant to the authority of the Directors under section 551 of the Act, conferred by Resolution 4 above, as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this Resolution shall be limited to:

9.1 the allotment of Ordinary Shares arising from the exercise of options and warrants outstanding at the date of this Resolution;

9.2 the allotment of equity securities (whether by way of a rights issue, open offer or otherwise) in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all such shareholders are proportionate (as nearly as may be) to the respective numbers of the Ordinary Shares held by them subject only to such exclusions or other arrangements as the Directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and

9.3 the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities up to an aggregate nominal amount of £140,000;

and shall expire on the earlier of the date of the next Annual General Meeting of the Company or 15 months from the date of the passing of this Resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Approval of 10% Placement Facility under ASX Listing Rule 7.1A

That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders authorise the Company to have the additional capacity to issue Equity Securities comprising up to 10% of the issued Ordinary Shares of the Company (at the time of issue) under ASX Listing Rule 7.1A, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, and on the terms and conditions in the Explanatory Notes.

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by a person who is expected to participate in the 10% Placement Facility and a person who will obtain a material benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution is passed, and any associates of those persons.

However, this does not apply to a vote cast in favour of a Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

As at the date of this Notice of Annual General Meeting the Company has no specific plans to issue equity securities under the 10% Placement Facility and therefore it is not known who (if any) may participate in a potential (if any) issue of equity securities under the 10% Placement Facility.

PROXY FORM – Holders of Ordinary Shares

If you are a registered holder of Ordinary Shares whether or not you are able to attend the meeting, you may use the enclosed form of proxy to appoint one or more persons to attend and vote on a poll on your behalf. A proxy need not be a member of the Company.

A form of proxy is provided and may be sent to:

Computershare Investor Services PLC,
The Pavilions,
Bridgwater Road,
Bristol BS99 6ZY

Shareholder helpline telephone is available at 0370 707 1343

CDI voting instruction form – Holders of CDIs on the Australian CDI register

Holders of CDIs on the Australian CDI registry may only vote by directing CHESS Depositary Nominees Pty Ltd (“CHESS” the Depositary Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI voting instruction form enclosed. Please see the Notes to the Notice of General Meeting for more details.

The CDI voting instructions form can be returned to:

Computershare Investor Services Pty Ltd
GPO Box 242,
Melbourne
Victoria 3001

Shareholder helpline telephone is available (within Australia) at 1300 850 505 and (outside Australia) at +61 3 9415 4000.

Explanatory Notes and Annexures A, B and C

The Notes to the Annual General Meeting and Annexures A, B and C accompanying this Notice of Annual General Meeting are incorporated in and comprise part of this Notice of Annual General Meeting and should be read in conjunction with this Notice.

By Order of the Board

Ray Ridge
Stephen F. Ronaldson
Joint Company Secretaries
27 October 2023

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Entitlement to attend and vote

Pursuant to Regulation 41 of the Uncertified Securities Regulations 2001 and paragraph 18(c) of the Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, the Company specifies that only those members registered on the Company's register of members 48 hours before the time of the Meeting shall be entitled to attend and vote at the Annual General Meeting. In calculating the period of 48 hours mentioned above no account shall be taken of any part of a day that is not a working day.

Appointment of proxies

If you are a member of the Company at the time set out above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting and you should have received a proxy form with this Notice of Annual General Meeting.

A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting.

Appointment of proxy using hard copy proxy form

The notes to the proxy form explain how to direct your proxy to vote on each Resolution or withhold their vote.

To appoint a proxy using a proxy form, the form must be:

completed and signed;
sent or delivered to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; and
received by the Company Secretary no later than 10 a.m. (Greenwich Mean Time)) on 27 November 2023 or 48 hours (on a working day basis) before the time of any adjourned meeting.
scanned and signed copies of the proxy form may be sent to the following email address: [email protected].

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Computershare Investor Services PLC in the UK (Refer Page 8).

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.

In the case of a member which is a Company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

In either case, the revocation notice must be received by the Company Secretary no later than 48 hours (excluding non-business days) prior to the Annual General Meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the Annual General Meeting and voting in person. If you have appointed a proxy and attend the Annual General Meeting in person, your proxy appointment will automatically be terminated.

Instructions for Holders of CDIs in the Australia register only:

Holders of CDIs will be permitted to attend the Meeting but may only vote by directing CHESS Depositary Nominees Pty Ltd ("CHESS" the Depositary Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI voting instruction form enclosed.

The CDI voting instruction, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, should be sent to:

Postal address:
Computershare Investor Services Pty Ltd
GPO Box 242
Melbourne
Victoria 3001 Australia

Facsimile (within Australia): 1800 783 447

Facsimile (from overseas): +61 3 9473 2555

Holders of CDIs can instruct CHESS Depositary Nominees Pty Ltd ("CHESS" the Depositary Nominee in respect of the CDIs) to cast proxy votes online by visiting www.investorvote.com.au and entering the Shareholder's Control Number, SRN/HIN and PIN, which are shown on the first page of the enclosed proxy form.

Directions must arrive by no later than 8:30 p.m. (Australian Central Daylight Time) on 26 November 2023 to allow CHESS sufficient time to lodge the combined proxies in the UK 48 hours before the time of the Annual General Meeting (without taking into account any part of a day that is not a working day).

Instructions for completing and lodging the CDI voting instruction form are appended to it.

You must be registered as the holder of CDIs as at 8:30 p.m. (Australian Central Daylight Time) on 26 November 2023 for your CDI voting instruction to be valid.

Should the Meeting be adjourned then the deadline for revised voting instructions and the record date for determining registered holders of CDIs will be 72 hours before the time that the adjourned Annual General Meeting recommences, excluding any part of a day that is not a working day.

To obtain a copy of the CHESS Depositary Nominee's Financial Services Guide, go to www.asx.com.au/CDIs or phone 1300 300 279 if you would like one sent to you by mail.

Issued shares and total voting rights

As of 20 October 2023, the Company's issued share capital comprised 269,350,808 Ordinary Shares of £0.001 each.

Each Ordinary Share carries the right to one vote at a general meeting of the Company. Therefore, the total number of voting rights in the Company as of 20 October 2023 is 269,350,808.

Communications with the Company

Except as provided above, members who have general queries about the Annual General Meeting should telephone relevant Company Secretaries as shown below (no other methods of communication will be accepted). You may not use any electronic address provided either in this Notice of Annual General Meeting; or any related documents (including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

United Kingdom register	Mr Stephen Ronaldson	+44 (0)20 7216 5585
Australian register	Mr Ray Ridge	+61 (0) 8 7324 1935

NOTES TO RESOLUTIONS

Notes to Resolution 2 – Re-elect Mr Alastair Clayton as a Director

Mr Alastair Clayton was first appointed as a Director on 4 October 2021 and retires in accordance with Article 126 of the Articles of Association and being eligible, offers himself for re-election.

Mr Clayton is based in London and is a qualified geologist and mining executive with extensive experience in evaluating, optimising, and financing large-scale mining projects internationally. In addition to being a qualified geologist, Mr Clayton has a Graduate Diploma in Finance and Economics and maintains a broad network of Equity provider and Private Equity relationships in Europe, Africa, and Australia.

Mr Clayton has over 25 years of experience in the mining and exploration industry, identifying, financing, and developing mineral, energy, and materials processing projects in Australia, Europe, and Africa. He was previously a Director of ASX100-list Uranium Developer Extract Resources where he represented major shareholder AIM-listed Kalahari Minerals on the Board. He was part of the team responsible for the eventual A$2.2B sale to CGNPC in 2012. He was also Chairman of ASX-listed Uranium Developer Bannerman Resources Limited and was a founding Director of ASX-listed Universal Coal which was sold to Terracom in 2021 for A$175m.

The Directors (apart from Mr Clayton, who does not make a recommendation) recommend that Shareholders vote in favour of Resolution 2.

Notes to Resolution 4 – Authority to Allot Shares

Subject to a limited number of exceptions, the Directors of a Company must not allot shares unless they have the authority to do so under section 551 of the Act. An authority to allot shares in relation to a public company must always be granted under Section 551 of the Act. Authority to allot shares pursuant to section 551 can be granted by either a provision in the articles of association of the Company or by ordinary Resolution passed by the members of the Company.

An authority to allot given under section 551 must specify the maximum amount of shares that may be allotted under it. If the authority relates to the grant of rights to subscribe for shares, it must state the maximum amount of shares that can be allotted under those rights (section 551 (6), the Act). The authority must also specify an expiry date, which must not be more than five years from the date the Resolution containing the authority is passed.

Once a section 551 authority to allot has expired, the Directors may, if specifically permitted by the terms of the expired authority, allot shares or grant rights to subscribe for or to convert any security into shares pursuant to an offer or agreement made by the Company before the authority expired (section 551 (7), the Act).

The Directors recommend that Shareholders vote in favour of Resolution 4.

Notes to Resolution 5 – Approval to Issue Ordinary Shares (Uranium Milestone Payment) under ASX Listing Rule 7.1

Thor acquired American Vanadium Pty Ltd on 10 September 2020. American Vanadium Pty Ltd holds uranium and vanadium projects located in the US States of Colorado and Utah. The acquisition agreement provides for the issue of Thor Ordinary Shares (Performance Payments) following the achievement of three separate milestones, subject to shareholder approval.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid Ordinary Shares it had on issue at the start of that period.

The issue of the Performance Payments does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company's shareholders under Listing Rule 7.1.

Resolution 5 seeks approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of Ordinary Shares to the former shareholders of American Vanadium Pty Ltd for the second Performance Payment,

being the payment of $252,000, satisfied through the issue of 4,200,000 Ordinary Shares, which will become due on drilling ore grade intercepts from at least three holes from any deposits within the exploration licences, located in Colorado and Utah, US, at a product of grade and thickness of >=0.4%U3O8, or equivalent (Uranium Milestone Payment).

At the time of preparing this Notice of Annual General Meeting, Thor was undertaking a drilling campaign at the Wedding Bell and Radium Mountain Projects in Colorado (refer to AIM announcement: 18 October 2023 and ASX announcement: 19 October 2023). Resolution 5 allows for the eventuality that the above requirements for the Uranium Milestone Payment are achieved in this drill campaign.

If this Resolution is passed and the Uranium Milestone Payment is completed, then the resulting Ordinary Shares will not be counted towards the 15% limit on the issue of securities without Shareholder approval pursuant to ASX Listing Rule 7.1. If Shareholder approval is not obtained, the Company will seek to negotiate alternative terms with the vendors, including a potential cash payment in lieu of the payment of 4,200,000 Ordinary Shares.

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of this Resolution for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.1:

(a) the Ordinary Shares will be issued and allotted to the former shareholders of American Vanadium Pty Ltd. The former shareholders of American Vanadium Pty Ltd are not Related Parties of the Company;
(b) 4,200,000 Ordinary Shares are proposed to be issued, at an agreed value of $252,000 (the acquisition agreement provided for 42,000,000 Ordinary Shares which has been reduced to 4,200,000 following the Company's share capital consolidation effective 31 August 2023);
(c) the 4,200,000 Ordinary Shares will be issued and allotted as fully paid and will rank equally with existing Ordinary Shares on issue;
(d) the Company intends to issue the 4,200,000 Ordinary Shares as soon as practicable following the date of the Annual General Meeting and achievement of the milestone requirements, and otherwise no later than three months after the date of the Annual General Meeting;
(e) no funds will be raised, as the 4,200,000 Ordinary Shares will be issued and allotted to the former shareholders of American Vanadium Pty Ltd for the Uranium Milestone Payment;
(f) the Uranium Milestone Payment will be issued pursuant to a Share Sale Agreement between the Company and the former shareholders of American Vanadium Pty Ltd. Pursuant to the Share Sale Agreement, the former shareholders transferred all of their shares in American Vanadium Pty Ltd to the Company, in consideration for the issue of 24,000,000 Purchaser Shares, and the obligation to issue Performance Shares, including the Uranium Milestone Payment which is the subject of this Resolution. The Share Sale Agreement is otherwise on terms that are standard for agreements of its type, including standard warranties by each of the parties; and
(g) a voting exclusion statement is included in the Notice of Annual General Meeting.

The Directors recommend that Shareholders vote in favour of Resolution 5.

General notes to Resolutions 6 and 7 - Ratification of Issue of Securities

ASX Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of Shareholders is required for the issue of Equity Securities if the Equity Securities will, when aggregated with the Equity Securities issued by a company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12-month period.

At the Company's Annual General Meeting on 17 November 2022, the Company obtained Shareholder approval to have the additional capacity to issue Equity Securities comprising up to 10% of the issued ordinary securities of the Company pursuant to ASX Listing Rule 7.1A.

ASX Listing Rule 7.4 provides that an issue by a company of Equity Securities made without prior approval under ASX Listing Rule 7.1 or 7.1A is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company's members subsequently approve it.

Notes to Resolution 6 – Ratification of Issue of the Fleet Collaboration Shares under ASX Listing Rule 7.4

The Company issued 6,250,000 Ordinary Shares as part of a collaboration with Fleet Space Technologies (Fleet Collaboration Shares). Fleet Space Technologies have also been engaged to undertake Ambient Noise Tomography surveys to advance Thor's understanding of the Alford East Copper-Ree Project in South Australia. The Ordinary Shares were issued on 8 September 2023, utilising the current authorities conferred by Shareholders and available capacity under ASX Listing Rule 7.1. The Company now seeks approval for the purposes of ASX Listing Rule 7.4 to the issue and allotment of the securities, such that the securities will not be counted towards the 15% limit on the issue of securities without Shareholder approval pursuant to ASX Listing Rule 7.1.

If this Resolution is passed, the securities will be deemed to have been issued with Shareholder approval and will, therefore, not be counted towards the 15% limit.

If Resolution 6 is not passed, the securities will be included in calculating the Company's 15% limit under ASX Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12-month period following the issue date of the Securities.

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of Resolution 6, for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

(a) Ordinary Shares were issued and allotted to an investment fund associated with Fleet Space Technologies. Fleet Space Technologies and its investment fund are not a Related Party of the Company;

(b) a total of 6,250,000 Ordinary Shares were issued on 8 September 2023, pursuant to the ASX announcement on 4 September 2023;

(c) the Ordinary Shares were allotted as fully paid and ranked equally with the existing Ordinary Shares on issue at the time of allotment;

(d) the 6,250,000 Ordinary Shares were issued for cash consideration of $0.04 (4.0 cents) per Ordinary Share, raising $250,000;

(e) the funds raised are being utilised to undertake Ambient Noise Tomography surveys to advance Thor's understanding of the Alford East Copper-Ree Project in South Australia; and

(f) a voting exclusion statement is included in the Notice of General Meeting.

The Directors recommend that Shareholders vote in favour of Resolution 6.

Notes to Resolution 7 – Ratification of Issue of Placement Securities under ASX Listing Rule 7.4

The Company issued 23,809,524 Ordinary Shares as a placement, together with 23,809,524 listed Options on the basis of one Option for every Ordinary Share (together, the Placement Securities). The securities were issued on 28 September 2023, utilising the current authorities conferred by Shareholders and available capacity under ASX Listing Rules 7.1 (23,809,524 Options) and 7.1A (23,809,524 Ordinary Shares). The places were identified by the placement broker GBA Capital Pty Ltd. The Company now seeks approval for the purposes of ASX Listing Rule 7.4 to the issue and allotment of the securities, such that the securities will not be counted towards either the 15% limit on the issue of securities without Shareholder approval pursuant to ASX Listing Rule 7.1, or the 10% limit on the issue of securities pursuant to ASX Listing Rule 7.1A.

If this Resolution is passed, 1) the 23,809,524 Options issued under ASX Listing Rule 7.1 will be deemed to have been issued with Shareholder approval and will, therefore, not be counted towards the 15% limit under ASX Listing Rule 7.1; and 2) the 23,809,524 Ordinary Shares issued under ASX Listing Rule 7.1A will be deemed to have been issued with Shareholder approval and will, therefore, not be counted towards the 10% limit under ASX Listing Rule 7.1A and will be added to the Company's base issued capital for the purposes of calculating the share issuance capacities under of 15% for ASX Listing Rule 7.1 and 10% for ASX Listing Rule 7.1A.

If this Resolution is not passed, 1) the 23,809,524 Options issued under ASX Listing Rule 7.1 will be included in calculating the amount of share issuance capacity already utilised under the 15% limit for the purposes of ASX Listing Rule 7.1; and 2) the 23,809,524 Ordinary Shares issued under ASX Listing Rule 7.1A will be will

be included in calculating the amount of share issuance capacity already utilised under the 10% limit for the purposes of ASX Listing Rule 7.1A and will not be added to the Company's base issued capital for the purposes of calculating the share issuance capacities, under of 15% for ASX Listing Rule 7.1 and 10% for ASX Listing Rule 7.1A, until 12 months following the date of issue.

The availability of the 10% placement capacity under ASX Listing Rule 7.1A is the subject of Resolution 10.

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of Resolution 7, for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

(a) Placement Securities were issued and allotted to places identified by the placement broker GBA Capital Pty Ltd. None of the places are a Related Party of the Company;

(b) a total of 47,619,048 Securities were issued on 28 September 2023 (comprising of 23,809,524 Ordinary Shares, together with 23,809,524 listed Options, pursuant to the ASX announcement on 20 September 2023;

(c) the Ordinary Shares were allotted as fully paid and ranked equally with the existing Ordinary Shares on issue at the time of allotment. The listed Options have an exercise price of $0.09 (9.0 cents) and expire on 5 January 2025 (ASX: THROD). If any of the Options are exercised, the resulting Ordinary Shares will be fully paid and will rank equally with existing Ordinary Shares on issue. All other terms and conditions of the Options are set out in Annexure B to these Explanatory Notes;

(d) the 23,809,524 Ordinary Shares were issued as a placement for cash consideration of $0.042 (4.2 cents) per Ordinary Share. 23,809,524 of the listed Options were issued to places for nil consideration, on the basis of one Option for every Ordinary Share issued under the placement;

(e) the funds raised are being utilised to accelerate drilling activities at the Company's USA uranium and vanadium projects; and

(f) a voting exclusion statement is included in the Notice of General Meeting.

The Directors recommend that Shareholders vote in favour of Resolution 7.

Notes to Resolution 8 – Approval of Issues of Securities under the Employee Share Option Plan for the purposes of ASX Listing Rule 7.2 Exception 13

The proposed Employee Share Option Plan allows Eligible Persons to be offered the opportunity to receive Options in order to assist in the attraction, retention and motivation of employees and contractors. The Directors consider that Options are a cost-effective and efficient means of incentivising staff.

Under the Employee Share Option Plan, the Board may offer Eligible Persons the opportunity to receive such number of Options in the Company as the Board may decide on the terms and conditions set out in Annexure C of the Explanatory Memorandum.

Listing Rule 7.1 restricts the number of the Equity Securities a listed entity can issue without shareholder approval. Listing Rule 7.2 contains a number of exceptions to Listing Rule 7.1. Exception 13 of Listing Rule 7.2 provides that Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if within 3 years before the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to Listing Rule 7.1. In order for future issues of securities made under the Employee Share Option Plan and within the three-year period from the date of the passing of Resolution 8 to come within Exception 13 of Listing Rule 7.2, the Company is seeking Shareholder approval for such issues of securities.

In accordance with the requirements of Listing Rule 7.2 Exception 13 the following information is provided:

(a) A copy of the terms and conditions of the Plan is attached as Annexure C to this Explanatory Memorandum.

(b) The following options have been issued under this plan since the date of its last approval on 25 November 2020:

14,400,000 unlisted options issued on 17 May 2022, with an expiry date of 12 May 2025 and an exercise price of $0.025 (2.5 cents). Following the share capital consolidation effective 31 August

2023, the number of options was reduced to 1,440,000 and the exercise price adjusted to $0.25 (25 cents).

(c) A voting exclusion statement is set out in the Notice of Annual General Meeting; and
(d) The maximum number of securities to be issued under the proposed Employee Share Option Plan over the next three years, for the purposes of Listing Rule 7.2 exception 13, is 18,000,000.

The Board has the power to vary the terms of the Employee Share Option Plan (other than in respect of the maximum number of Options that may be issued under the Employee Share Option Plan).

If Resolution 8 is passed then the securities issued under the Employee Share Option Plan will be deemed to have been issued with Shareholder approval and will, therefore, not be counted towards the aforementioned 15% limit. If Resolution 8 is not passed, the securities will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the securities.

Under ASX Listing Rules, Securities are not able to be issued under the Employee Share Option Plan, without Shareholder approval, to Directors, associates of a Director or any other person who, in the opinion of the ASX, requires Shareholder approval.

As the Directors are excluded from voting on Resolution 8, they do not wish to make a recommendation as to how shareholders ought to vote in respect of this Resolution.

The Chair intends to vote any undirected proxies in favour of Resolution 8.

Notes to Resolution 9 – Disapplication of pre-emption Rights

Under section 561 of the Act, a company proposing to allot equity securities must first offer them to each holder of Ordinary Shares in the company pro rata to his existing Shareholding. This pre-emption right applies to any allotment of equity securities unless either: (i) one of the exceptions set out in section 564 to section 566 of the Act applies or; (ii) the company excludes or dis-applies the statutory pre-emption rights by one of the permitted methods set out in sections 569 to 573 of the Act.

If the Directors of a company are generally authorised to allot shares under section 551 of the Act, they may also be given the power to allot shares under that general authorisation as if the pre-emption provisions in section 561 did not apply (section 570). As a disapplication of the statutory pre-emption right under section 570 works in combination with the authority to allot shares under section 551, the Special Resolutions dis- applying the statutory pre-emption right cross-refers to the corresponding authority to allot.

Resolution 9 is to be proposed as a Special Resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Directors recommend that Shareholders vote in favour of Resolution 9.

Notes to Resolution 10 - Approval of 10% Placement Facility under ASX Listing Rule 7.1A

General

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital in accordance with the terms set out below (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company's market capitalisation as of 20 October 2023 was less than $300 million and the Company is not included in the S&P/ASX 300 Index. Therefore, the Company is an eligible entity for the purposes of ASX Listing Rule 7.1A.

The Company is now seeking shareholder approval by way of a Special Resolution to have the ability to issue Equity Securities under the 10% Placement Facility. Resolution 10 therefore requires approval of 75% of the

votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, which is set out below.

It is the Company's intention that funds received under the 10% Placement Facility will be used to supplement the Company's working capital requirements, for continued exploration and to advance the Company's current assets and undertake further transactions to acquire new assets or investments should the Directors determine this to be in the best interests of the Company.

The Directors of the Company believe that Resolution 10 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 10.

No Director or Related Party will participate in any issue under the 10% Placement Facility unless specific approval is obtained for the purposes of ASX Listing Rule 10.11.

ASX Listing Rule 7.1A

(a) Shareholder approval – the ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a Special Resolution at an annual general meeting.

(b) Equity Securities – any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as of the date of this Notice of Annual General Meeting, has on issue two quoted classes of Equity Securities: Shares quoted on ASX (as CDIs); and Shares quoted on London Stock Exchange's AIM market.

(c) Formula for calculating 10% Placement Facility – ASX Listing Rule 7.1A.2 provides that eligible entities who have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting at which shareholder approval was obtained, a number of Equity Securities calculated in accordance with the following formula:

$$
(A \times D) - E
$$

where:

“A” the number of fully paid ordinary securities on issue at the commencement of the relevant period:

i. plus the number of fully paid ordinary securities issued in the relevant period under an exception in ASX Listing Rule 7.2;

ii. plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9, where:

the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
the issue of, or agreement to issue, the convertible securities were approved, or taken under the ASX Listing Rules to have been approved, under rule 7.1 or rule 7.4;

iii. plus the number of partly paid ordinary securities that became fully paid in the 12 months;

iv. plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16, where:

the agreement was entered into before the commencement of the relevant period; or
the agreement or issue was approved, or taken under the ASX Listing Rules to have been approved, under rule 7.1 or rule 7.4;

v. plus the number of any other fully paid ordinary securities issued in the relevant period with approval under ASX Listing Rule 7.1 or 7.4; and

vi. less the number of fully paid ordinary securities cancelled in the 12 months.

“D” is 10%

“E” is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rules 7.1 or 7.4.

(d) ASX Listing Rule 7.1 and ASX Listing Rule 7.1A – the ability of an entity to issue Equity Securities under ASX Listing Rule 7.1A is in addition to the entity's 15% placement capacity under ASX Listing Rule 7.1. As of 20 October 2023, being the last practicable date before the time of printing of this Notice of Annual General Meeting, the Company has remaining capacity to issue 34,168 Equity Securities available under its 15% placement capacity (being the Company's base issued capital for the purposes of calculating the share issuance capacities under of 15% for ASX Listing Rule 7.1 of 35,893,692 less the Securities issued utilising available capacity under ASX Listing Rule 7.1 of 6,250,000 Ordinary Shares (ratification sought under Resolution 6) and 29,609,524 Options (of which ratification is sought under Resolution 7 for 23,809,524 Options).

As of 20 October 2023, being the last practicable date before the time of printing of this Notice of Annual General Meeting, the Company has on issue 269,350,808 Ordinary Shares. Therefore, subject to the passing of this Resolution and the passing of Resolution 6 and 7, the Company will have the capacity to issue:

(269,350,808 × 0.15) = 40,402,621 Equity Securities under ASX Listing Rule 7.1; and
(269,350,808 × 0.10) = 26,935,080 Equity Securities under ASX Listing Rule 7.1A (subject to shareholder approval being obtained under this Resolution).

Subject to shareholder approval of Resolution 5 and the achievement of the requirements for the Uranium Milestone Payment, the Company will issue 4,200,000 Ordinary Shares. This would have the effect of increasing the capacities noted above by 630,000 Equity Securities for ASX Listing Rule 7.1 (4,200,000 × 0.15) and 420,000 Equity Securities for ASX Listing Rule 7.1A (4,200,000 × 0.10).

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue or agreement to issue (as the case may be) Equity Securities in accordance with the formula set out above.

(e) Minimum Issue Price - The cash price of Equity Securities issued under Listing Rule 7.1A must not be less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

the date on which the price at which the Equity Securities are to be issued is agreed; or
if the Equity Securities are not issued within 10 Trading Days of the date in the preceding paragraph, the date on which the Equity Securities are issued.

(f) 10% Placement Period – Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
the time and date of the next Annual General Meeting; or
the time and date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

(10% Placement Period).

Specific Information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than the price calculated in accordance with the Minimum Issue Price formula above.

(b) If Resolution 10 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, existing Shareholders may be subject to both economic and voting power dilution.

The risk of economic and voting dilution to existing ordinary security holders that may result from an issue of equity securities under rule 7.1A.2, includes the risk that:

the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of this Meeting; and
the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Ordinary Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as of the date of this Notice.

The table also shows:

two examples where variable "A" has increased, by 50% and 100%. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro-rata entitlements issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable “A” in ASX Listing Rule 7.1A.2		Dilution
		$0.0125
50%
decrease in
Issue Price	$0.0250
Issue Price	$0.0500
100%
increase in
Issue Price
Current variable “A”	10% Voting Dilution	26,935,081	26,935,081	26,935,081
269,350,808	Funds Raised	$336,689	$673,377	$1,346,754
50% increase in current variable “A”	10% Voting Dilution	40,402,621	40,402,621	40,402,621
404,026,212	Funds Raised	$505,033	$1,010,066	$2,020,131
100% increase in current variable “A”	10% Voting Dilution	53,870,162	53,870,162	53,870,162
538,701,616	Funds Raised	$673,377	$1,346,754	$2,693,508

The table has been prepared based on the total number of Ordinary Shares on issue at the date of the Notice, and on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
None of the unlisted options that the Company currently has on issue are exercised before the date of the issue of the Equity Securities.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue, assuming variable A is equal to the total issued share capital. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Annual General Meeting.
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1. Dilution experienced by Shareholders may be greater if issues have been made utilising the capacity in Listing Rule 7.1 as well.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

The current market price of CDIs of AUD$0.025, being the closing price of the CDIs on ASX on 20 October 2023.

(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 10 for the issue of Equity Securities will cease to be valid in the event that Shareholders approve a transaction for the purposes of ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

(d) The Company may only seek to issue the Equity Securities for cash consideration. The Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition), continued advancement of the Company's current assets and/or general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rule 7.1A.4 upon the issue of any Equity Securities.

(e) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
the effect of the issue of the Equity Securities on the control of the Company;
the financial situation and solvency of the Company; and
advice from corporate, financial, and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing Shareholders or new investors who are not Related Parties of the Company or their associates.

If Resolution 10 is approved by Shareholders, the Company will issue Equity Securities under the 10% Placement Facility during the Placement Period, as and when the circumstances of the Company require. If Resolution 10 is not approved by Shareholders, the Company will not have the additional 10% placement capacity available under ASX Listing Rule 7.1A. In this case, the Company will be limited to the 15% placement capacity available under ASX Listing Rule 7.1.

(f) In the preceding 12 months prior to the date of the Meeting, Thor has issued a total of 225,243,665 equity securities under ASX Listing Rule 7.1A.2, representing 11% of the Company's total number of equity securities on issue the commencement of that 12-month period.

Adjusting the above for the share capital consolidation that occurred on 31 August 2023, in the preceding 12 months prior to the date of the Meeting, Thor has issued a total of 43,952,938 equity securities under ASX Listing Rule 7.1A.2, representing 22% of the Company's total number of equity securities on issue the commencement of that 12-month period.

Further information in relation to each such issue is detailed in Annexure A.

(g) At the date of the Notice, the Company has not approached any existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. Assuming that does not change, no existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

The Directors recommend that Shareholders vote in favour of Resolution 10.

The Chairman intends to vote undirected proxies in favour of Resolution 10.

DEFINITIONS

In this document, the following words and expressions shall, except where the context requires otherwise, have the following meanings:

$ unless otherwise stated, an Australian dollar.

Act the Companies Act 2006, as amended.

AIM AIM market of the London Stock Exchange.

ASX ASX Limited ACN 008 624 691 or the stock exchange operated by ASX Limited (as the context requires).

ASX Listing Rules the listing rules of the ASX.

Board the board of Directors of the Company.

CDI Chess Depositary Interest, being a unit of beneficial ownership of a Share legally held by CHESS.

CDI Holder A holder of CDIs.

CHESS Chess Depositary Nominees Pty Ltd (ACN 071 346 506).

Corporations Act the Corporations Act 2001 (Cth).

Director a Director of the Company.

Equity Securities has the same meaning as in the ASX Listing Rules.

Explanatory Notes means the explanatory notes accompanying the Notice.

Fleet Collaboration Shares The 6,250,000 Ordinary Shares as defined in Resolution 6.

Placement Securities The 23,809,524 Ordinary Shares and the 23,809,524 listed Options, as defined in Resolution 7.

Meeting the General Meeting of the Company, convened by this Notice of Meeting.

Notice or Notice of General Meeting means this Notice of General Meeting, including the Explanatory Notes and the Proxy Form.

Option each Option being a right to acquire one Ordinary Share of the Company, at the stated exercise price, at any time prior to the expiry date. Termed a 'warrant' in the UK.

Ordinary Share or Share Ordinary Share in the capital of the Company.

Related Party has the meaning given to that term in the ASX Listing Rules.

Shareholder
a holder of Ordinary Shares.

Thor or the Company
Thor Energy Plc.

Trading Day
has the same meaning as in the ASX Listing Rules.

Uranium Milestone Payment
The proposed issue of 4,200,000 Ordinary Shares, as defined in Resolution 5.

VWAP
means volume weighted average price of CDIs traded on the ASX

ANNEXURE A – SUPPLEMENTARY INFORMATION FOR RESOLUTION 10

The table below sets out the details of all the issues of Equity Securities by the Company in the 12 months preceding this Meeting, as required by Listing Rule 7.3A.6(b).

Date of issue:	6 December 2022
Number issued:	201,434,141 (equivalent to 20,143,414 shares post the share capital consolidation that occurred on 31 August 2023). The shares were subsequently ratified by shareholders at a General Meeting held 4 January 2023.
Class/Type of equity issued:	Fully Paid Ordinary Shares
Summary of terms:	Fully Paid Ordinary Shares ranking equally with all other shares on issue.
Names of persons who received securities or basis on which those persons were determined:	Participants in the placement were identified by the Company and the broker to the placement.
Price:	Issued at a price of $0.007 per Ordinary Full Paid Share (placées also received three free attaching options for every four shares issued. The options have an exercise price of $0.009 and expire two years from the date of issue).
Discount to market price (if any):	22.2% discount to the closing price on 24 November 2022 (being the last day Thor Shares were traded on the ASX, immediately prior to agreement to issue the securities)
Total cash consideration received:	$1,410,039
Amount of cash consideration spent:	$1,410,039
Use of cash consideration:	The funds raised were utilised for exploration activities at the Company's uranium projects in the USA, as well as to progress drilling at the Kelly's and Krona gold, nickel, and lithium prospects in the Pilbara region of Western Australia, and for general working capital purposes.
Intended use for the remaining amount of cash (if any):	N/A
Date of issue:	28 September 2023
---	---
Number issued:	23,809,524
Class/Type of equity issued:	Fully Paid Ordinary Shares
Summary of terms:	Fully Paid Ordinary Shares ranking equally with all other shares on issue.
Names of persons who received securities or basis on which those persons were determined:	Participants in the placement were identified by broker to the placement.

Price:	Issued at a price of $0.042 per Ordinary Full Paid Share.
Discount to market price (if any):	6.7% discount to the closing price on 15 September 2023 (being the last day Thor Shares were traded on the ASX, immediately prior to agreement to issue the securities)
Total cash consideration received:	$1,000,000
Amount of cash consideration spent:	$100,000
Use of cash consideration:	The funds have been used for preparations for drilling activities at the Company’s USA uranium and vanadium projects
Intended use for the remaining amount of cash (if any):	The remaining funds will be used for drilling activities at the Company’s USA uranium and vanadium projects which is underway at the time of preparing this Notice of Meeting.

ANNEXURE B – TERMS AND CONDITIONS OF OPTIONS

(Resolution 7)

Exercise Price	As specified in the relevant Resolution.
Expiry Date	As specified in the relevant Resolution.
Listing	As specified in the relevant Resolution.
Conditions to exercise of Options	The Options may not be exercised if to do so would cause the option holder (together with its related parties or concert parties) to hold Ordinary Shares in the Company which exceed 29.9% of the Company's total issued share capital.
Transferability	The Options will be transferable only with the consent of the Board.
Adjustment of Option Rights	The Option holder will not be entitled to participate in new issues of capital offered to Shareholders or have the right to participate in dividends or distributions, during the currency of the Option without first exercising the Option.

If the Company makes a bonus issue of Ordinary Shares or other securities to existing Shareholders:
(i) the number of Ordinary Shares which must be issued on the exercise of an Option will be increased in due proportion; and
(ii) no change will be made to the Exercise Price.

If the Company makes an issue of Ordinary Shares pro rata to existing Shareholders (other than a bonus issue) the Exercise Price of an Option will be reduced according to the following formula:
$$ \text{New exercise price} = O - \frac{E[\text{P} - (\text{S} + \text{D})]}{N + 1} $$
O = the old Exercise Price of the Option.
E = the number of underlying Ordinary Shares into which one (1) Option is exercisable.
P = average market price per Ordinary Share weighted by reference to volume of the underlying Ordinary Shares during the 5 trading days ending on the day before the ex-rights date or ex-entitlements date (excluding special crossings and overnight sales).
S = the subscription price of an Ordinary Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Ordinary Shares (except those to be issued under the pro rata issue).
N = the number of Ordinary Shares with rights or entitlements that must be held to receive a right to one (1) new Ordinary Share.

If there is any reconstruction of the issued share capital of the Company, the rights of the Option Holder will be varied to the extent necessary to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction. |

ANNEXURE C – EMPLOYEE SHARE OPTION PLAN
(Resolution 8)

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Rules, unless the contrary intention appears:

AIM means the AIM market of the London Stock Exchange;

“Associated Company” means at any time any body corporate that at that time is a related body corporate of the Company within the meaning of section 50 of the Corporations Act;

“ASX” means ASX Limited and includes any body corporate which may hereafter succeed to the powers, functions and duties of ASX Limited;

“Board” means the Directors acting as the board of Directors of the Company;

“Business Day” means a day on which the stock market of AIM is open for trading in securities;

“Certificate” means the certificate issued by the Company to a Holder in respect of an Option;

“Company” means Thor Energy plc;

“Corporations Act” means Corporations Act 2001 (Cth);

“Director” means a director of a Group Company from time to time;

“Eligible Person” means at any time a person who then is an employee, contractor or a director of Thor Energy plc (whether full-time or part-time);

“Exercise Price” means, in respect of an Option, the subscription price per Share, determined in accordance with clause 12, payable by a Holder on exercise of the Option;

“Expiry Date” means, in relation to an Option, the period of 5 years from and including the Issue Date of the Option, or as otherwise determined by the Directors;

“Group” means, collectively the Company and each of the Associated Companies;

“Group Company” means the Company or any Associated Company;

“Holder” means, in relation to an Option, the person (whether an Eligible Person or a Permitted Nominee) entered in the Company’s register of options as the holder of that Option;

“Issue Date” means, in relation to an Option, the date on which the Company grants that Option;

“Listing Rules” means the Official Listing Rules of ASX;

“Market Value” means:

(a) the average closing sale price per Share (weighted by reference to volume) recorded on the stock market of AIM during the five trading days immediately preceding the day on which the Board resolves to offer an Option (excluding special crossings and overnight sales); or

(b) in circumstances where there has been no trading in the Shares during the five trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of AIM (excluding special crossings and overnight sales);

"Option" means an Option issued under the Plan to subscribe (subject to clause 11) for a Share;

"Permanent Disablement" means, in relation to an Eligible Person, that the Eligible Person has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Eligible Person unlikely ever to engage in any occupation for which he is reasonably qualified by education, training or experience;

"Permitted Nominee" has the meaning given to it by clause 5.4;

"Plan" means the Thor Energy plc Employee Share Option Plan established in accordance with these Rules;

"Redundancy" means, in relation to an Eligible Person, a determination by the Board that the relevant Group Company's need to employ a person for the particular kind of work carried out by that Eligible Person has ceased (but, for the avoidance of any doubt, does not include the dismissal of an Eligible Person for personal or disciplinary reasons or where the Eligible Person leaves the employ of any Group Company of his own accord);

"Retirement" means, in relation to an Eligible Person, retirement by that Eligible Person from any Group Company at age 60 or over or such earlier age as considered appropriate by the Board;

"Rules" means these rules, as amended from time to time:

"Shares" means fully paid ordinary shares in the capital of the Company.

"Trigger Event" means:

(a) the despatch of a Notice of Meeting to consider a scheme of arrangement or similar plan between the Company and its creditors or any members or members or any class thereof;

(b) the service of a bidder's statement or a like document on the Company

(c) the date upon which a person or a group of associated persons becomes entitled, subsequent to the Issue Date of the Option, to sufficient Shares to give it or them the ability in general meeting to replace all or elect a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

1.2 Interpretation

In these Rules, unless the contrary intention appears:

(a) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

(b) the singular includes the plural and vice versa;

(d) an expression defined in, or given a meaning for the purposes of, the Corporations Act or the Listing Rules has the same meaning where used in these Rules.

2. ESTABLISHMENT AND TERMINATION OF THE PLAN

2.1 The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute and uncontrolled discretion.

2.2 The Board may terminate the Plan, or suspend its operation for any period it considers desirable, at any time that it considers appropriate.

2.3 The Board may not issue any further Options after the Plan has been terminated. However, these Rules will continue to apply to Options on issue at the date of such termination until the last of those Options lapses or is exercised.

3. NUMBER OF OPTIONS TO BE ISSUED

The Company shall not offer or issue Options to any Eligible Person in accordance with the plan if the total number of shares the subject of Options, when aggregated with:

3.1 the number of shares in the same class which would be issued were each outstanding offer or invitation or option to acquire unissued shares in the Company, being an offer or invitation made or option acquired pursuant to the Plan, or any other employee share scheme extended only to employees (including Directors) of Group Companies, to be accepted or exercised (as the case may be); and

3.2 the number of shares in the same class issued during the previous five years pursuant to the Plan or any other employee share scheme extended only to employees (including Directors) of Group Companies,

(disregarding any offer or invitation which, does not need disclosure to investors), would exceed 5% of the total number of issued shares in that class of the Company as at the time of the proposed offer or issue.

4. ENTITLEMENT TO PARTICIPATE

4.1 The Board may from time to time determine in its absolute and uncontrolled discretion that any Eligible Person is entitled to participate in the Plan and the extent of that participation. The determination of the Board shall be binding and neither the Board nor any director of the Company shall be obliged to give any reason for a determination.

4.2 The Board may exercise its powers in relation to the participation of any Eligible Person on any number of occasions.

4.3 Future entitlements under the Plan shall not form part of any contract between any Group Company and any of its employees. Participation in the Plan by an Eligible Person shall not confer directly or indirectly on any such employee any legal or equitable right whatsoever against any Group Company.

5. OFFER OF OPTIONS

5.1 Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may offer Options to any Eligible Persons at such times and on such terms as the Board considers appropriate in its absolute and uncontrolled discretion. Each offer must state:

(a) that the Eligible Person to whom it is addressed may accept the whole or any lesser number of Options offered. The offer may stipulate a minimum number of Options and any multiple of such minimum or any other number which may be accepted;

(b) the period within which the offer may be accepted;

(d) any restrictions on the disposal of the underlying Shares that will be issued on exercise of the Options; and
(e) any other matters which the Board may determine.

5.2 Upon receipt of an offer of Options, an Eligible Person may, within the period specified in the offer;

(a) accept the whole or any lesser number of Options offered by notice in writing to the Board;
(b) nominate a nominee in whose favour the Eligible Person wishes to renounce the offer by notice in writing to the Board. The Board may, in its absolute and uncontrolled discretion, resolve not to allow such renunciation of an offer in favour of a nominee without giving any reason for such decision; or
(c) reject the offer.

5.3 Each Option will be issued for nil consideration.
5.4 Upon:

(a) receipt of the acceptance referred to in paragraph 5.2(a); or
(b) the Board resolving to allow a renunciation of an offer in favour of a nominee ("Permitted Nominee") and the Permitted Nominee accepting as Holder or joint Holder the whole or any lesser number of Options offered by notice in writing to the Board,

then the Eligible Person and/or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be issued Options subject to these Rules.

5.5 Certificates for Options will be dispatched within 10 Business Days after their Issue Date (or within such lesser period (if any) as may be required by the Listing Rules). Certificates will be accompanied by advice of the Issue Date, Number of Options, Exercise Price, Expiry Date, and any additional terms or conditions attached to the offer.
5.6 If Options are issued to a Permitted Nominee of an Eligible Person, the Eligible Person must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules.

QUOTATION
6.1 The Company will not apply for official quotation by ASX of any Options under this Plan.
6.2 Application will be made to ASX within 10 business days after the date of allotment (or within such lesser period as may be required by the Listing Rules) for official quotation of Shares issued pursuant to the exercise of Options if the Shares are listed on ASX at that time.
NOT TRANSFERABLE
7.1 Subject to clause 10.3, Options are not transferable.
7.2 Options will lapse upon receipt by the Company of a notice of surrender from a Holder, specifying the details of the Options to be surrendered, and accompanied by the relevant Certificate.
EXERCISE OF OPTIONS
8.1 Subject to these Rules, Options may be exercised at any time during the period commencing on the later of the Issue Date and the date the Option vests in accordance with its terms and conditions of issue and ending on the Expiry Date.

8.2 Options not exercised on or before the Expiry Date will automatically lapse.

8.3 Options may only be exercised by notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and must be accompanied by:

(a) the Exercise Price for the number of Options specified in the notice; and
(b) the Certificate for those Options, for cancellation by the Company.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque).

8.4 Subject to clause 8.2, within 10 Business Days after the notice referred to in clause 8.3 becomes effective (or within such lesser period (if any) as may be required by the Listing Rules), the Board must:

(a) allot and issue the number of Shares specified in the notice to the Holder;
(b) cancel the Certificate for the Options being exercised; and
(c) if applicable, issue a new Certificate for any remaining Options covered by the Certificate accompanying the notice.

9. SHARES ALLOTTED ON EXERCISE OF OPTIONS

All Shares allotted upon exercise of Options rank pari passu in all respects with Shares previously issued and, in particular, entitle the Holders to participate fully in;

9.1 dividends declared by the Company after the date of allotment; and
9.2 all issues of securities made or offered pro rata to holders of Shares.

10. CEASING TO BE AN ELIGIBLE PERSON

10.1(a) If at any time prior to the Expiry Date of any Options, an Eligible Person ceases to be an Eligible Person for any reason other than Retirement, Permanent Disability, Redundancy or death, all Options held by such Eligible Person or his Permitted Nominee (as the case may be), will, to the extent that they have not been exercised beforehand, automatically lapse on the first to occur of;

i. The expiry of the period of 3 calendar months form the date of such occurrence, and
ii. The Expiry Date.

10.1(b) Notwithstanding the provisions of Clause 10.1(a), in the event that in the reasonable opinion of the Board an Eligible Person is dismissed for a reason which entitles a Group Company to dismiss that person without notice, or in circumstances of an act of fraud, defalcation or gross misconduct in relation to the affairs of a Group Company or doing any act which brings a Group Company into disrepute, then Options held by the person or their nominee will lapse forthwith.

10.2 A certificate signed by the company secretary of the Company stating that a person ceased for any reason to be an Eligible Person shall (in the absence of manifest error) be conclusive for the purposes of the Plan, both as to such occurrence and the date of such occurrence.

10.3 If at any time prior to the Expiry Date of any Options a Holder dies, the deceased Holder's legal personal representative may:

(a) elect to be registered as the new Holder of the deceased Holder's Options;

(b) whether or not they become so registered, exercise those Options as if it were the Holder of them in accordance with these Rules; and
(c) if the deceased Holder had already given the Company a notice of exercise of his Options, pay the Exercise Price in respect of those Options.

11. ENTITLEMENT TO PARTICIPATE IN FUTURE ISSUES

11.1 New Issues

Holders may only participate in new issues of securities to holders of Shares if an Option has been exercised and Shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give at least four Business Days' notice (or such greater period of notice (if any) as may be required by the Listing Rules) to Holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

11.2 Bonus Issues

If there is a bonus share issue (“Bonus Issue”) to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Holder would have received if the Option had been exercised before the record date for the Bonus Issue (“Bonus Shares”). Upon issue, the Bonus Shares will rank pari passu in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

11.3 Pro Rata Issue

If there is a pro-rata issue (other than a Bonus Issue) to the holders of Shares, the Exercise Price of an Option will be reduced according to the following formula:

$$
A = O - \frac {E [ P - (S + D) ]}{N + 1}
$$

A = the new exercise price of the Option
O = the old exercise price of the Option
E = the number of Shares into which one Option is exercisable
P = the volume weighted average market price per Share, calculated over the 5 trading days immediately preceding the ex-rights date or ex-entitlements date
S = the subscription price for a security under the pro rata issue
D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

11.4 Reorganisation of Capital

(a) If, prior to the expiry or lapse of any Options, there is a reorganisation of the issued capital of the Company, those Options will be reorganised to the extent necessary to comply with the Listing Rules.
(b) If, prior to the expiry or lapse of any Options, the Company offers other securities to shareholders, the Board will, subject to compliance with the Listing Rules and without derogating from clause 11.1, determine in its absolute discretion whether the other securities are to be offered to Holders upon the exercise of Options or whether any other equivalent securities, interest or rights will be offered to them, and the basis thereof, to the intent that on the Exercise of the Options, the Holders may be treated whenever possible as if they were Shareholders at the Issue Date.
(c) If a Trigger Event occurs, the Board may determine:

(i) that a Holder may Exercise the Options at any time after the date of such an event until a date determined by the Board acting bona fide so as to permit the holder to participate in any change of control rising from a Trigger Event provided that the Board will as soon as practicable advise each Holder in writing of such determination. Thereafter Options which have not been exercised and have not expired shall lapse.

(ii) to use its reasonable endeavours to procure that an offer is made to Holders on like terms (having regard to the nature and value of the Options) to the terms proposed under the Trigger Event in which case the Board shall determine an appropriate period during which Holders may elect to accept the offer and, if the Holder has not so elected at the end of that period, the Options shall immediately become exercisable, and if not exercised within 10 days or otherwise expired, shall lapse.

11.5 Advice

In accordance with the Listing Rules, the Company must give notice to each Holder of any adjustment to the number of Shares for which the Holder is entitled to subscribe or to the Exercise Price pursuant to the provisions of clauses 11.2, 11.3 or 11.4.

12. EXERCISE PRICE OF OPTIONS

The Exercise Price of each Option will be determined by the Board when it resolves to offer the Option and will be not less than the Market Value of a Share at that time.

13. AMENDMENTS TO THE RULES

The Board may alter, delete, or add to these Rules at any time (save for the provisions of clause 3), but, where the Company is admitted to the Official List of ASX, its Resolution to do so has no effect unless the requirements of the Listing Rules in relation to the alteration, deletion or addition have been complied with.

14. NOTICES

Where possible notices will be despatched to Holders electronically to relevant addresses supplied by holders. Otherwise, notices may be given by the Company to any Holder either personally or by sending by post to his address as noted in the Company's records or to the address (if any) supplied by him to the Company for the giving of notices. Where a notice is sent by post the notice shall be deemed to be served on the second day after posting. The signature of any notice may be given by any Director or Secretary of the Company. A notice of exercise of Options shall not be deemed to be served on the Company until actually received.

15. ADVICE

Eligible Persons are to obtain their own advice at their own expense on financial, taxation and other consequences to them of or in relation to their participation in the Plan. By accepting an offer under the Plan, a person acknowledges that they have not relied on representation made by the Company, the Board, or any member of the Board.

16. DEFERRED TAX TREATMENT APPLICABLE TO THE PLAN

Where the Eligible Persons are residents of Australia for tax purposes, Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Plan except to the extent the Company determines otherwise (subject to the requirements of the Income Tax Assessment Act 1997 (Cth)).

THOR

ENERGY PLC

Thor Energy PLC

ARBN 121 117 673

Need assistance?

Phone:

1300 850 505 (within Australia)

+61 3 9415 4000 (outside Australia)

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Online:

www.investorcentre.com/contact

THR

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 8:30pm (ACDT) on Sunday 26 November 2023

CDI Voting Instruction Form

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI registered in your name at 8.30pm (ACDT) on 26 November 2023 entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

Lodge your Form: XX

Online:

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number:	SRN/HIN:

By Mail:

Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia

By Fax:

1800 783 447 within Australia or
+61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with X) should advise your broker of any changes.

□

CDI Voting Instruction Form

Please mark ☐ to indicate your directions

STEP 1

CHESS Depositary Nominees Pty Ltd will vote as directed

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Thor Energy PLC hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Annual General Meeting of Thor Energy PLC to be held at WH Ireland Limited, 24 Martin Lane, London EC4R 0DR on 29 November 2023 at 10:00am (Greenwich Mean Time) and at any adjournment or postponement of that meeting. By execution of this CDI Voting Instruction Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint in their discretion such proxies or their substitutes to vote on such business as may properly come before the meeting.

STEP 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depositary Nominees Pty Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY RESOLUTIONS

Item 1 Receive and consider the report of the Directors and the audited financial statements of the Company for the year ended 30 June 2023
Item 2 Re-elect Mr Alastair Clayton as a Director
Item 3 Re-appoint PKF Littlejohn LLP as auditors of the Company
Item 4 Authority to Allot Shares
Item 5 Approval to Issue Ordinary Shares (Uralsum Milestone Payment) under ASX Listing Rule 7.1
Item 6 Ratification of Issue of Fleet Collaboration Shares under ASX Listing Rule 7.4
Item 7 Ratification of Issue of Placement Securities under ASX Listing Rule 7.4
Item 8 Approval of issues of securities under the Employee Share Option Plan for the purposes of ASX Listing Rule 7.2 Exception 13

SPECIAL RESOLUTIONS

Item 9 Disapplication of pre-emption Rights
Item 10 Approval of 10% Placement Facility under ASX Listing Rule 7.1A

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SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1

Secretaryholder 2

Securityholder 3

Sole Director and Sole Company Secretary

Director

Director/Company Secretary

Contact Name

Contact Daytime Telephone

Date

THR

028317A

Computershare

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AI assistant

THOR ENERGY PLC — AGM Information 2023

7966_rns_2023-11-02_6b3572c4-acca-43b6-bc75-e577ef9d7727.pdf

Notice of Annual General Meeting

THOR ENERGY PLC

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

Financial Statements and reports

Re-elect Mr Alastair Clayton as a Director

Re-appoint company auditor

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

Authority to Allot Shares

Approval to Issue Ordinary Shares (Uranium Milestone Payment) under ASX Listing Rule 7.1

Ratification of Issue of Fleet Collaboration Shares under ASX Listing Rule 7.4

Ratification of Issue of Placement Securities under ASX Listing Rule 7.4

Approval of issues of securities under the Employee Share Option Plan for the purposes of ASX Listing Rule 7.2 Exception 13

SPECIAL RESOLUTIONS

Disapplication of pre-emption Rights

Approval of 10% Placement Facility under ASX Listing Rule 7.1A

PROXY FORM – Holders of Ordinary Shares

CDI voting instruction form – Holders of CDIs on the Australian CDI register

Explanatory Notes and Annexures A, B and C

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Entitlement to attend and vote

Appointment of proxies

Appointment of proxy using hard copy proxy form

Appointment of proxy by joint members

Changing proxy instructions

Termination of proxy appointments

Instructions for Holders of CDIs in the Australia register only:

Issued shares and total voting rights

Communications with the Company

NOTES TO RESOLUTIONS

Notes to Resolution 2 – Re-elect Mr Alastair Clayton as a Director

Notes to Resolution 4 – Authority to Allot Shares

Notes to Resolution 5 – Approval to Issue Ordinary Shares (Uranium Milestone Payment) under ASX Listing Rule 7.1

General notes to Resolutions 6 and 7 - Ratification of Issue of Securities

Notes to Resolution 6 – Ratification of Issue of the Fleet Collaboration Shares under ASX Listing Rule 7.4

Notes to Resolution 7 – Ratification of Issue of Placement Securities under ASX Listing Rule 7.4

Notes to Resolution 8 – Approval of Issues of Securities under the Employee Share Option Plan for the purposes of ASX Listing Rule 7.2 Exception 13

Notes to Resolution 9 – Disapplication of pre-emption Rights

Notes to Resolution 10 - Approval of 10% Placement Facility under ASX Listing Rule 7.1A

General

ASX Listing Rule 7.1A

The table also shows:

DEFINITIONS

ANNEXURE A – SUPPLEMENTARY INFORMATION FOR RESOLUTION 10

ANNEXURE B – TERMS AND CONDITIONS OF OPTIONS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.2 Interpretation

2. ESTABLISHMENT AND TERMINATION OF THE PLAN

3. NUMBER OF OPTIONS TO BE ISSUED

4. ENTITLEMENT TO PARTICIPATE

5. OFFER OF OPTIONS

9. SHARES ALLOTTED ON EXERCISE OF OPTIONS

10. CEASING TO BE AN ELIGIBLE PERSON

11. ENTITLEMENT TO PARTICIPATE IN FUTURE ISSUES

11.1 New Issues

11.2 Bonus Issues

11.3 Pro Rata Issue

11.4 Reorganisation of Capital

11.5 Advice

12. EXERCISE PRICE OF OPTIONS

13. AMENDMENTS TO THE RULES

14. NOTICES

15. ADVICE

16. DEFERRED TAX TREATMENT APPLICABLE TO THE PLAN

YOUR VOTE IS IMPORTANT

CDI Voting Instruction Form

How to Vote on Items of Business

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Lodge your Form: XX

Online:

By Mail:

By Fax:

STEP 1

THOR ENERGY PLC AGM Information 2023

For	Against	Abstain
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