THOR ENERGY PLC — Capital/Financing Update 2017

Dec 14, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity
Thor Mining PLC

ABN
121 117 673

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1. Class of securities issued or to be issued
   (a) Ordinary shares / CDIs
   (b) CDIs

2. Number of *securities issued or to be issued (if known) or maximum number which may be issued
   (a) Transfers of 1,767,766 to AIM listed shares on the AIM Market of the London Stock Exchange, from ASX listed CDI's, during the period 5 December 2017 to 14 December 2017.
   (b) Issue of 1,127,580 Ordinary Shares as CDIs, in consideration for a 120 day option to acquire a 75% interest in the Western Shaw Project tenement for A$50,000 (approximately £28,000), at an agreed value of 2.5p per Ordinary Share.

The total number of securities, listed on both AIM and ASX, is now 584,715,831 as at 15 December 2017.

• See chapter 19 for defined terms.

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3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

This represents:
(a) Transfers between AIM listed shares on the AIM Market of the London Stock Exchange, and ASX listed CDI's.
(b) Issue of 1,127,580 Ordinary Shares as CDIs.

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

(a) Yes.
(b) Yes.

If the additional securities do not rank equally, please state:
- the date from which they do
- the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration

(a) N/A
(b) In consideration for a 120 day option to acquire a 75% interest in the Western Shaw Project tenement for A$50,000 (approximately £28,000), at an agreed value of 2.5p per Ordinary Share.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

(a) N/A
(b) Issue of Shares as CDIs, in consideration for a 120 day option to acquire a 75% interest in the Western Shaw Project tenement for A$50,000 (approximately £28,000), at an agreed value of 2.5p per Ordinary Share.

• See chapter 19 for defined terms.

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6a Is the entity an eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h in relation to the securities the subject of this Appendix 3B, and comply with section 6i
Yes

6b The date the security holder resolution under rule 7.1A was passed
29 November 2017

6c Number of *securities issued without security holder approval under rule 7.1
(a) N/A
(b) 1,127,580 Ordinary Shares as CDIs.

6d Number of *securities issued with security holder approval under rule 7.1A
N/A

6e Number of *securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
N/A

6f Number of securities issued under an exception in rule 7.2
N/A

6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
N/A

6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements.
N/A

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
Refer attached Annexure 1

• See chapter 19 for defined terms.

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7 Dates of entering *securities into uncertificated holdings or despatch of certificates

(a) Transfers 5 December 2017 to 14 December 2017
(b) 15 December 2017

Number	“Class
129,606,785	Ordinary Shares quoted by ASX (“THR” as CDIs) as at 15 December 2017.
455,109,046	Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 15 December 2017.
11,272,903	Unlisted Options:
0.9 pence unlisted warrants expiring 27 July 2018.
11,613,549	1.2 pence unlisted warrants expiring 2 November 2018
44,682,564	1.2 pence unlisted warrants expiring 29 November 2018
19,680,000	1.25 pence unlisted warrants expiring 1 December 2018.
32,513,434	1.25 pence unlisted warrants expiring 7 April 2019.
13,840,000	1.25 pence unlisted warrants expiring 11 April 2019.
2,000,000	1.8 pence unlisted warrants expiring 27 June 2019.
20,000,000	1.25 pence unlisted warrants expiring 26 July 2019.
51,111,111	1.8 pence unlisted warrants expiring 28 July 2019.
15,000,000	1.8 pence unlisted warrants expiring 31 March 2020.
1,500,000	1.8 pence unlisted warrants expiring 27 June 2020.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No Policy

• See chapter 19 for defined terms.

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Part 2 - Bonus issue or pro rata issue - Not Applicable

Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

(a) ☑ Securities described in Part 1
(b) ☐ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 ☐ If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
36 ☐ If the securities are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories

1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over

37 ☐ A copy of any trust deed for the additional *securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

Number of securities for which *quotation is sought

Class of *securities for which quotation is sought

Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities?

If the additional securities do not rank equally, please state:
- the date from which they do
- the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and class of all securities quoted on ASX (including the securities in clause 38)

Number	*Class

• See chapter 19 for defined terms.

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Quotation agreement

1. Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.

2. We warrant the following to ASX.

3. The issue of the securities to be quoted complies with the law and is not for an illegal purpose.
4. There is no reason why those securities should not be granted quotation.
5. An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

• If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.

• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

(Company Secretary)

Date: 18 December 2017

Print name: Ray Ridge

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	as at 14 December 2016	317,158,340
Add the following:
• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2
• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval
• Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:
• Include only ordinary securities here – other classes of equity securities cannot be added
• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
• It may be useful to set out issues of securities on different dates as separate line items | Placement (27/1/17)
(approved 27 July 2017) | 50,000,000 |
| | Issue - options exercised
(Issued 17/3/17) | 1,780,026 |
| | Issue - options exercised
(Issued 20/3/17) | 3,312,477 |
| | Issue - options exercised
(Issued 10/4/17) | 762,365 |
| | Placement (28/7/17)
(approved 27 July 2017) | 51,111,111 |
| | Placement (03/11/17)
(approved 29 November 2017) | 29,473,686 |
| | Issue - options exercised
(Issued 10/11/17) | 10,000,000 |
| | Issue - options exercised
(Issued 13/11/17) | 20,730,855 |
| | Issue - options exercised
(Issued 15/11/17) | 10,773,161 |
| | Issue - options exercised
(Issued 21/11/17) | 20,749,484 |
| Issue - options exercised
(Issued 29/11/17) | 18,113,051 | |
| | Placement (30/11/17)
(approved 29 November 2017) | 41,151,314 |
| | Issue - options exercised
(Issued 6/12/17) | 8,472,381 |

• See chapter 19 for defined terms.

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Subtract the number of fully paid ordinary securities cancelled during that 12 month period	0
“A”	583,588,251
Step 2: Calculate 15% of “A”
---	---
“B”	0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15	87,538,237
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless specifically excluded – not just ordinary securities
• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
• It may be useful to set out issues of securities on different dates as separate line items	Issue for consideration
(Issued 15/12/17)
1,127,580
“C”	1,127,580
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in Step 2	87,538,237
Subtract “C”
Note: number must be same as shown in Step 3	1,127,580
Total [“A” x 0.15] – “C”	86,410,657
[Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A”
Note: number must be same as shown in Step 1 of Part 1	583,588,251
Step 2: Calculate 10% of “A”
“D”	0.10
Note: this value cannot be changed
Multiply “A” by 0.10	58,358,825
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes:
• This applies to equity securities – not just ordinary securities
• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed
• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
• It may be useful to set out issues of securities on different dates as separate line items
“E”	0

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in Step 2	58,358,825
Subtract “E”
Note: number must be same as shown in Step 3	0
Total [“A” x 0.10] – “E”	58,358,825
Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

01/08/2012

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