THOR ENERGY PLC — Capital/Financing Update 2021

Aug 11, 2021

Proposed issue of securities

Announcement Summary

Entity name
THOR MINING PLC

Announcement Type
New announcement

Date of this announcement
12/8/2021

The Proposed issue is:
☑ A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +security code	+Security description	Maximum Number of +securities to be issued
New class-code to be confirmed	OPTION EXPIRING 17-AUG-2023 EX GBP 0.013	61,538,461
THRAM	ORDINARY FULLY PAID	123,076,923

Proposed +issue date
17/8/2021

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

THOR MINING PLC

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ARBN

Registration Number

121117673

1.3 ASX issuer code

THR

1.4 The announcement is

☑ New announcement

1.5 Date of this announcement

12/8/2021

1.6 The Proposed issue is:

☑ A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?
☑ No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?
☑ Existing class

Will the proposed issue of this +security include an offer of attaching +securities?
☑ Yes

Details of +securities proposed to be issued

ASX +security code and description
THRAM : ORDINARY FULLY PAID

Number of +securities proposed to be issued
123,076,923

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?
☑ Yes

In what currency is the cash consideration being paid?
GBP - Pound Sterling

What is the issue price per +security?
GBP 0.00650

AUD equivalent to issue price amount per +security
0.012300

FX rate (in format AUD 1.00 / primary currency rate):
AUD 1.00

FX rate (in format AUD rate/primary currency rate) Primary Currency rate
GBP 0.52940000

Proposed issue of securities

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Proposed issue of securities

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
☑ Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?
☑ New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
GB00BD0NBV71

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?
☑ No

Will the entity be seeking quotation of the 'new' class of +securities on ASX?
☑ No

ASX +security code	+Security description
New class-code to be confirmed	OPTION EXPIRING 17-AUG-2023 EX GBP 0.013

+Security type
Options

Number of +securities proposed to be issued
61,538,461

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?
☑ No

Please describe the consideration being provided for the +securities
The unlisted options are being granted to places on the basis of one free options for every two ordinary shares allotted under the placement.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date?
☑ Yes

Proposed issue of securities

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Proposed issue of securities

Options details

+Security currency
GBP - Pound Sterling

Exercise price
GBP 0.0130

Expiry date
17/8/2023

Details of the type of +security that will be issued if the option is exercised
THRAM : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised
One fully paid ordinary share (AIM: THR)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
Refer to the ASX Announcement lodged today.

Part 7C - Timetable

7C.1 Proposed +issue date
17/8/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
☑ No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?
☑ Yes

7D.1b (i) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?
121,153,828

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?
☑ Yes

7D.1c (i) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?
63,461,556

Proposed issue of securities

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Proposed issue of securities

7D.1c (ii) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

A placement was chosen given the reasonably small scale of the capital raise and the low cost and short time frame of undertaking this form of a capital raise. There is significantly higher costs of a pro-rata capital raise given Thor is a UK Company and is dual listed (ASX and AIM market of the LSE).

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
☑ No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
☑ No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
☑ No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue?
☑ No

7E.2 Is the proposed issue to be underwritten?
☑ No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

No material fees incurred in relation to the capital raise.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Exploration activities at the Ragged Range gold & nickel project in the Pilbara region of Western Australia, and exploration drilling at Molyhil, tungsten and molybdenum project in the Northern Territory, as well as for general working capital purposes.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
☑ No

7F.2 Any other information the entity wishes to provide about the proposed issue

Proposed issue of securities