THOR ENERGY PLC — Capital/Financing Update 2023

Nov 2, 2023

Proposed issue of securities

Announcement Summary

Entity name
THOR ENERGY PLC

Announcement Type
New announcement

Date of this announcement
3/11/2023

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 03-NOV-2028 EX $0.30	18,518,520
THR	CHESS DEPOSITARY INTERESTS 1:1	9,259,260

Proposed +issue date
3/11/2023

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 ENERGY 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

3/11/2023

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?
☑ Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or actual?	** Approval received/condition met?
+Security holder approval	23/8/2023	☑ Actual	Yes

Comments

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
THR : CHESS DEPOSITARY INTERESTS 1:1

Number of +securities proposed to be issued
9,259,260

Offer price details

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

Proposed issue of securities

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Proposed issue of securities

Please describe the consideration being provided for the +securities

Shares being issued issued for consideration for an additional 29% interest in the Alford East project (total interest now 80%). For further information please refer to the relevant ASX announcement lodged today.

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

0.027000

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)

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 03-NOV-2028 EX $0.30

+Security type

Options

Number of +securities proposed to be issued

18,518,520

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

Options issued as part of the consideration for an additional 29% interest in the Alford East project, per a Farm-in Agreement, on the basis of two Options for every CDI issued.

Proposed issue of securities

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Proposed issue of securities

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

Options details

+Security currency
AUD - Australian Dollar

Exercise price
AUD 0.3000

Expiry date
3/11/2028

Details of the type of +security that will be issued if the option is exercised
THR : CHESS DEPOSITARY INTERESTS 1:1

Number of securities that will be issued if the option is exercised
One CDI (ASX: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 Notice of Meeting lodged 4 August 2023.

Part 7C - Timetable

7C.1 Proposed +issue date
3/11/2023

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?
☑ Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
23/8/2023

Proposed issue of securities

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Proposed issue of securities

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

Part 7F - Further Information

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

Shares being issued for consideration for an additional 29% interest in the Alford East project (total interest now 80%). For further information please refer to the relevant ASX announcement lodged today.

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
☑ The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Proposed issue of securities