ASX Code: "THR"

THOR

MINING PLC

19 June 2020

THOR MINING PLC

Registered Numbers:
United Kingdom 05276 414
Australia 121 117 673

Registered Office:
58 Galway Avenue
MARLESTON, SA, 5035
Australia

Ph: +61 8 7324 1935
Fx: +61 8 8351 5169

Email:
[email protected]

Website:
www.thormining.com

Twitter
@ThorMining
Enquiries:
Mick Billing
Executive Chairman
Thor Mining PLC
+61 8 7324 1935

Nominated Advisor
Colin Aaronson
Grant Thornton
+44 (0) 20 7383 5100

AIM & ASX Listings:
Shares: THR

Directors:
Michael Billing
Richard Bradey
Mark Potter

Key Projects:
- Tungsten
Molyhil NT
Pilot Mountain USA
- Copper
Kapunda SA
Moonta SA

NOTICE OF GENERAL MEETING

Thor Mining PLC (“Thor” or the “Company”) (AIM, ASX: THR) today mailed the attached Notice of General Meeting to shareholders, together with a personalised CDI Voting Instruction Form.

Approved for release by the Board

For further information please contact:

Ray Ridge, Company Secretary
+61 8 7324 1935

Updates on the Company's activities are regularly posted on Thor's website www.thormining.com, which includes a facility to register to receive these updates by email, and on the Company's twitter page @ThorMining.

About Thor Mining PLC

Thor Mining PLC (AIM, ASX: THR) is a resources company quoted on the AIM Market of the London Stock Exchange and on ASX in Australia.

Thor holds 100% of the advanced Molyhil tungsten project in the Northern Territory of Australia, for which an updated feasibility study in August 2018 suggested attractive returns.

Adjacent Molyhil, at Bonya, Thor holds a 40% interest in deposits of tungsten, copper, and vanadium, including Inferred Resource estimates for the White Violet and Samarkand tungsten deposits and the Bonya copper deposit.

Thor also holds 100% of the Pilot Mountain tungsten project in Nevada USA which has a JORC 2012 Indicated and Inferred Resources Estimate on 2 of the 4 known deposits. The US Department of the Interior has confirmed that tungsten, the primary resource mineral at Pilot Mountain, has been included in the final list of Critical Minerals 2018.

Thor holds a 25% interest Australian copper development company EnviroCopper Limited (with rights to increase its interest to 30%). EnviroCopper Limited holds:

rights to earn up to a 75% interest in the mineral rights and claims over the resource on the portion of the historic Kapunda copper mine in South Australia considered recoverable by way of in situ recovery; and

ASX Code: "THR"

19 June 2020

THOR MINING PLC

rights to earn up to 75% of the Moonta copper project, also in South Australia comprising the northern portion of exploration licence EL5984 and includes a resource estimate³ for several deposits considered recoverable by way of in situ recovery.

Thor also holds a production royalty entitlement from the Spring Hill Gold project⁶ of:

A$5.70 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for up to A$1,500 per ounce; and
A$13.30 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for amounts over A$1,500 per ounce.

Notes

Refer ASX and AIM announcement of 23 August 2018
Refer ASX and AIM announcements of 26 November 2018 and 29 January 2020
Refer AIM announcement of 13 December 2018 and ASX announcement of 14 December 2018
Refer AIM announcement of 10 February 2018 and ASX announcement of 12 February 2018
Refer ASX and AIM announcement of 15 August 2019
Refer AIM announcement of 26 February 2016 and ASX announcement of 29 February 2016

Page | 2

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

NOTICE OF GENERAL MEETING

Date of Meeting: 7 July 2020
Time of Meeting: 5.00 p.m. (Australian Central Standard Time)
Venue: Thor Mining Office,
58 Galway Avenue,
Marleston South Australia 5033

This Notice of Extraordinary 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 Mining plc
Salisbury House
London Wall
London, EC2M 5PS
UNITED KINGDOM

9 June 2020

Dear Shareholder

Notice of General Meeting

Thor Mining plc ("Thor" or "the Company") is pleased to invite you to its general meeting to be held at the office of Thor Mining, 58 Galway Avenue, Marleston, South Australia on 7 July 2020 at 5.00 p.m. (Australian Central Standard Time). In the light of the impact of Covid-19 and following the introduction by both the UK and Australian Governments, there are currently restrictions on the number of people who can attend meetings, the attendant social distance rules and allied matters.

The difficulties with air transport, the need for quarantine and allied matters means that the general meeting will be held in Australia with only two directors or senior employees present each of whom is either a shareholder, or a proxy, or a corporate representative appointed by a shareholder. No other shareholder, proxy or corporate representative should attend the general meeting in person. The attendance by a shareholder (other than the ones specifically required to form the quorum for that meeting) is not essential for work purposes.

The chairman of the general meeting will exercise his powers to exclude any person who attempts entry to the location of the general meeting. All resolutions of the general meeting will be decided on a poll. Shareholders will still be able to vote in advance of the general meeting by proxy. To ensure that their vote counts, shareholders should only appoint the chairman of the general meeting to act as their proxy.

Should changes with regard to the impact of Covid-19 be announced by either government before the general meeting, the directors will consider those changes and the impact on the proposed general meeting. Any proposed changes will be announced on the website.

The purpose of the General Meeting is to consider, and if thought fit passing the resolutions contained in the notice.

Resolutions 1 and 2 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders. Resolution 1 is a requirement under English company law where the Company wishes to allot new securities; resolution 2 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.

Resolutions 3 to 8 inclusive relate to a A$970,000 capital raise, announced on 1 June 2020,. Each resolution is detailed further below.

Resolution 3 seeks shareholder approval to ratify, under ASX Listing Rule 7.4, the issue of 140,000,000 ordinary shares (Placement Shares) that were previously issued within the Company's placement capacity under ASX Listing Rule 7.1, on 5 June 2020. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.

Resolution 4 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue of up to 70,000,000 Options for nil consideration on the basis of one Option for every two Placement Shares issued on 5 June 2020 (Placement Options).

Resolution 5 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of 50,000,000 Ordinary Shares and 25,000,000 Options to existing Shareholder Metal Tiger PLC (Metal Tiger Securities). The Ordinary Shares are proposed to be issued on the same terms as the Placement Shares (Resolution 3) and the Options are proposed to be issued on the same terms as the Placement Options (Resolution 4).

Resolutions 6 and 7 seeks shareholder approval, for the purposes of ASX Listing Rule 10.11, for the issue of 2,000,000 Ordinary Shares and 1,000,000 Options to each of Mr Bradey and I. The proposed issue of these securities are on the same terms as the Metal Tiger Placement Securities (the subject matter of Resolution 5). However, ASX Listing Rules requires separate shareholder approval for the issue of these securities, as Mr Bradey and I are both Directors and, therefore are Related Parties of the Company.

Resolution 8 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of up to 35,000,000 Options to PAC Partners Securities Pty Ltd, as part consideration for services provided as lead manager to the capital raising announced 1 June 2020.

The terms of the Options referred to in each of Resolutions 4 to 8 inclusive, all have an exercise price of A$0.01 (1 cent) and an expiry date three years from the date of issue. To the extent that shareholders approve the granting of these Options, the Company will seek ASX approval to have the Options quoted on the ASX. If ASX approval is not granted, the Options will be unlisted.

Resolutions 9 to 11 inclusive relate to the potential acquisition of American Vanadium Pty Ltd (AVU), announced 1 June 2020. Each resolution is detailed further below.

Resolution 9 seeks shareholder approval to ratify, for the purposes of ASX Listing Rule 7.4, the issue of 8,350,000 Ordinary Shares on 5 June 2020 utilising the authorities previously conferred by Shareholders and available capacity under ASX Listing Rules 7.1. The Ordinary Shares were issued to shareholders of AVU for the exclusivity to undertake due diligence in preparation for the 100% acquisition of AVU. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.

Resolution 10 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of up to 24,000,000 Ordinary Shares to Shareholders of AVU as consideration for the completion of the acquisition of AVU, subject to satisfactory completion of due diligence (Acquisition Shares).

Resolution 11 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of up to 18,000,000 Ordinary Shares to the shareholders of AVU, as the first of three milestone payments (Milestone Shares). The issue of the Milestone Shares is contingent upon satisfactory sampling grades obtained within six months of execution of the share sale agreement.

Resolution 12 seeks shareholder approval, under ASX Listing Rule 10.11, in respect of the issue of a total of 3,174,604 Ordinary Shares, being 1,587,302 Ordinary Shares to each of two Directors, Mr Potter and I, being (Remuneration Shares). The Remuneration Shares are proposed to be issued in lieu of cash payment for 50% of directors' fees owing for the period 1 January 2020 to 30 June 2020. ASX Listing Rule 10.11 requires that Shareholder approval be obtained under ASX Listing Rule 10.11 on the basis that the Directors are Related Parties of the Company.

Resolution 13 seeks approval, for the purposes of ASX Listing Rule 10.11, to the grant of a total of 24,000,000 unlisted Options to Company's Directors Messrs Billing, Bradey and Potter on the terms set out in the Notes to the Notice of the General Meeting (Director Options). The Director Options, if approved, will not form part of the Directors' respective remuneration packages but will be in addition to their remuneration as Directors. The grant of the Director Options is intended to act as an incentive for the Directors to align themselves with the Company's strategic plan and focus on optimising performance, with the intent of enhancing Shareholder returns.

Thor's directors believe that all of the resolutions are in the best interests of the Company and recommend that shareholders vote in favour of the resolutions at the General Meeting, as the directors intend to do in respect of their own holdings of 45,439,215 Ordinary Shares, representing 3.7 per cent of the Company's issued share capital (to the extent they are not excluded from voting).

The Notes to the Notice of General Meeting contain further details explaining the resolutions.

Yours faithfully

Michael Billing
Executive Chairman

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Thor Mining PLC will be held at the office of Thor Mining, 58 Galway Avenue, Marleston, South Australia on 7 July 2020 at 5.00 p.m. (Australian Central Standard Time) for the purpose of considering and, if thought fit, passing the following resolutions ("Resolutions" or "Resolution" as the case may be) which will be proposed as ordinary resolutions in the cases of Resolutions 1 and 3 to 13 (inclusive), and as a special resolution in the case of Resolution 2.

AGENDA

SPECIAL BUSINESS

ORDINARY RESOLUTION

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 £65,000 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 which would or might require Relevant Securities to be allotted after the expiry of such period and the directors of the Company may allot Relevant Securities in pursuance of such 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").

SPECIAL RESOLUTION

Disapplication of Pre-emption Rights

That, subject to and conditional on Resolution 1 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 (construed 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 5 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:

(a) the allotment of Ordinary Shares arising from the exercise of options and warrants outstanding at the date of this Resolution including, inter alia, the options subject to Resolutions 4,5, 6,7 and 8 below;

(b) 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

(c) the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities up to an aggregate nominal amount of £65,000;

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.

ORDINARY RESOLUTIONS

Ratification of Issue of Placement Shares

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company on 5 June 2020 of 140,000,000 Ordinary Shares to places identified by the lead manager to the placement, PAC Partners Securities Pty Ltd, on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

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 and any of their respective associates.

However, the Company will not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form;

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c) it is cast by a holder acting solely as 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 to Issue of Placement Options

That, subject to the passing of Resolutions 1 and 2, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue by the Company of up to 70,000,000 Options to participants in the placement of 140,000,000 Ordinary Shares on 5 June 2020, on the basis of one Option for every two Ordinary Shares issued, on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

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 the issue and any person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their respective associates.

However, the Company will not disregard the vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form;

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c) it is cast by a holder acting solely as 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 to Issue of Securities to Metal Tiger PLC

That, subject to the passing of Resolutions 1 and 2, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment by the Company of up to 50,000,000 Ordinary Shares together with up to 25,000,000 accompanying Options to existing Shareholder Metal Tiger PLC, on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by or on behalf of Metal Tiger PLC and any person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their respective associates.

However, the Company will not disregard the vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form;
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) it is cast by a holder acting solely as 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 to Issue of Securities to Mr Billing

That, subject to the passing of Resolutions 1 and 2, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue and allotment by the Company of 2,000,000 Ordinary Shares together with 1,000,000 accompanying Options to Mr Michael Billing or his nominees, on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Billing (or any nominees of his to receive the Ordinary Shares and accompanying Options the subject of the Resolution and any of their respective associates) and any person who might obtain a benefit, except a benefit solely in their capacity as holders of ordinary securities, if the Resolution is passed.

However, the Company will not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form;
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) it is cast by a holder acting solely as 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 to Issue of Securities to Mr Bradey

That, subject to the passing of Resolutions 1 and 2, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue and allotment by the Company of 2,000,000 Ordinary Shares together with 1,000,000 accompanying Options to Mr Richard Bradey or his nominees, on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Bradey (or any nominees of his to receive the Ordinary Shares and accompanying Options the subject of the Resolution and any of their respective associates) and any person who might obtain a benefit, except a benefit solely in their capacity as holders of ordinary securities, if the Resolution is passed.

However, the Company will not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form;

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c) it is cast by a holder acting solely as 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 to Issue of Broker Options

That, subject to the passing of Resolutions 1 and 2, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment by the Company of up to 35,000,000 Broker Options to the lead manager to the placement on 5 June 2020, PAC Partners Securities Pty Ltd, on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by or on behalf of PAC Partners Securities Pty Ltd and any person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their respective associates.

However, the Company will not disregard the vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form;

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c) it is cast by a holder acting solely as 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 Shares for Exclusivity Period

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company on 5 June 2020 of 8,350,000 Ordinary Shares to the shareholders of American Vanadium Pty Ltd (AVU) as part consideration for the exclusivity period to undertake due diligence for the acquisition of AVU (resolution 10) on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by or on behalf of AVU and its shareholders, or any person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their respective associates.

However, the Company will not disregard the vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form;

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c) it is cast by a holder acting solely as 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 to Issue of Acquisition Shares

That, subject to the passing of Resolutions 1 and 2, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment by the Company, if required, of up to 24,000,000 Ordinary Shares to the shareholders of AVU as part consideration for the acquisition of AVU, on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

However, the Company will not disregard the vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form;

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c) it is cast by a holder acting solely as 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 to Issue Milestone Shares

That, subject to the passing of Resolutions 1 and 2, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment by the Company, if required, of up to 18,000,000 Ordinary Shares to the shareholders of AVU, subject to achievement of the relevant milestones relating to the acquisition of AVU, on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by or on behalf of AVU and its shareholders, or any person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their respective associates.

However, the Company will not disregard the vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form;

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c) it is cast by a holder acting solely as 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 to Issue Remuneration Shares to Directors

That, subject to the passing of Resolutions 1 and 2, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue and allotment of 3,174,604 Ordinary Shares comprising 1,587,302 to be beneficially held by Mr Billing or his nominee and 1,587,302 to be beneficially held by Mr Potter or his nominee, on the terms and conditions detailed in the Explanatory Notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by or on behalf of Messrs Billing and Potter (or any of their nominees to receive the Ordinary Shares the subject of the Resolution and any of their respective associates), or any person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their respective associates.

However, the Company will not disregard the vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form;

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c) it is cast by a holder acting solely as 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 to Grant of Director Options

That for the purposes of ASX Listing Rule 10.11 and for all other purposes, the grant of a total of 24,000,000 Options to the Company's Directors, being 8,000,000 Options, to acquire Ordinary Shares at a price of £0.01 per share, to each of Messrs Michael Billing, Richard Bradey and Mark Potter, or their respective nominees, on the terms and conditions detailed in the explanatory notes to this Notice of General Meeting, is approved.

Voting Exclusion: the Company will disregard any votes cast in favour of this Resolution by or on behalf of Messrs Billing, Bradey and Potter, (or any of their nominees to receive the Options the subject of the Resolution and any of their respective associates) and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form;

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c) it is cast by a holder acting solely as 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.

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 help line 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 instruction form can be returned to:

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

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

Explanatory Notes and Annexures A & B

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

By Order of the Board

Ray Ridge
Stephen F. Ronaldson
Joint Company Secretaries
9 June 2020

Notes to the Notice of General Meeting

Entitlement to attend and vote

Pursuant to Regulation 41 of The Uncertificated 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 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 in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. To ensure your vote counts shareholders should only appoint the chairman of the general meeting as your proxy.
You are strongly encouraged to appoint the chairman as your proxy, given that no shareholders or third parties will be permitted to attend the meeting other than those required for a quorum.
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 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 the 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 5.00 p.m. (Australian Central Standard Time) on 3 July 2020, 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 apply 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 in the UK (Refer Page 11).

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 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 Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

Instructions for Holders of CDIs in the Australian 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
Fax number (within Australia): 1800 783 447
Fax number (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 not later than 5.00pm Australian Central Standard Time on 2 July 2020 i.e. to allow CHESS sufficient time to lodge the combined proxies in the UK 48 hours before the time of the 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 5.00pm Australian Eastern Daylight Time on 2 July 2020 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 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 at 9 June 2020, the Company's issued share capital comprised 1,224,996,863 Ordinary Shares of £0.0001 each, 982,870,766 Deferred Shares of £0.0029 each, and 7,928,958,500 A Deferred Shares of £0.000096 each.
Each Ordinary Share carries the right to one vote at a general meeting of the Company. Each Deferred Share and A Deferred Share has no voting rights whatsoever attached to them, including no right to vote at a general meeting. Therefore, the total number of voting rights in the Company as at 9 June 2020 is 1,224,996,863.

Communications with the Company

Except as provided above, members who have general queries about the 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 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 Resolution 1 – 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).

Notes to Resolution 2 – 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 2 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).

General Notes to Resolutions 3 to 5 inclusive, 8 and 9 to 11 inclusive – ASX Listing Rule Requirements

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.

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 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 3 – Ratification of issue of Placement Shares

The Company issued 140,000,000 Ordinary Shares, on 5 June 2020 (Placement Shares), utilising the current authorities conferred by Shareholders and available capacity under ASX Listing Rules 7.1. The places were identified by the lead manager to the placement, PAC Partners Securities Pty Ltd. The Company now seeks approval for the purposes of ASX Listing Rule 7.4 to the issue and allotment of the Placement Shares, such that the Placement 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 Resolution 3 is passed then the Placement Shares will be deemed to have been issued with Shareholder approval and will, therefore, not be counted towards the aforementioned 15% limit.
ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of Resolution 3, for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

(a) a total of 140,000,000 Ordinary Shares were issued on 5 June 2020, pursuant to the ASX announcement on 1 June 2020;

(b) the Ordinary Shares were issued at an issue price of A$0.005 (0.5 cents) per Ordinary Share;

(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 Ordinary Shares were issued and allotted to institutional and sophisticated investors identified by the lead manager to the placement, PAC Partners Securities Pty Ltd. None of the places are a Related Party of the Company;

(e) the funds raised will be applied to exploration activities at the uranium and vanadium projects should the acquisition of American Vanadium Pty Ltd (AVU) continue to completion, and further investment in EnviroCopper Ltd with a primary objective of drill testing the gold potential at Kapunda, and follow up field work at the Pilbara project where visible gold and anomalous nickel have been encountered in early stage work. The funds raised will also provide the Company with additional working capital; and

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

Notes to Resolution 4 – Approval for the issue of Placement Options

The Company seeks approval for the purposes of ASX Listing Rule 7.1 to the issue up to 70,000,000 Options (Placement Options). If this Resolution is passed, then the Placement Options will be issued with Shareholder approval such that those 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 Shareholder approval is not obtained, the Company will seek to issue the Placement Options under available capacity, subject to the passing of Resolutions 1, 2 and 3, or will otherwise be unable to complete the issue of the Placement Options.
The Company will apply to the ASX to have the Placement Options quoted (together with the Options, the subject matter of Resolutions 5 to 8 inclusive, to the extent they are approved by shareholders). If ASX approval is not obtained, the Company will issue unlisted Options.
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) a maximum of 70,000,000 Options will be issued;

(b) the Placement Options will be issued for nil consideration on the basis of one Option for every two Placement Shares issued on 5 June 2020 (the subject matter of Resolution 3);

(c) the Placement Options will be issued to places that participated in the Placement Shares. None of the places are a Related Party of the Company;

(d) The Placement Options have an exercise price of A$0.01 (1 cent) and may be exercised at any time for a period of 3 years from the date of issue. The other terms and conditions applicable to Placement Options are set out in Annexure A to these Explanatory Notes.

(e) no funds will be raised from the issue of the Placement Options. Any funds raised from time to time due to the exercise of any of the Placement Options will be used as the Board sees fit;

(f) the Company intends to issue the Placement Options as soon as practicable following the date of the Meeting and no later than three months after the date of the Meeting; and

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

Notes to Resolution 5 – Approval to issue securities to Metal Tiger PLC

The Company seeks approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of 50,000,000 Ordinary Shares and 25,000,000 Options to existing Shareholder Metal Tiger PLC (Metal Tiger Securities). If this Resolution is passed, then the Metal Tiger Securities will be issued with Shareholder approval such that those 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 Shareholder approval is not obtained, the Company will seek to issue the Metal Tiger Securities under available capacity, subject to the passing of Resolutions 1, 2 and 3, or will otherwise be unable to complete the issue of the Metal Tiger Securities.

The Company will apply to the ASX to have the Options, included in the Metal Tiger Securities, quoted (together with the Options, the subject matter of Resolutions 4 and 6 to 8 inclusive, to the extent they are approved by shareholders). If ASX approval is not obtained, the Company will issue unlisted Options.
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) a maximum of 75,000,000 securities (comprised of 50,000,000 Ordinary Shares and 25,000,000 accompanying Options) will be issued;

(b) the Ordinary Shares will be issued at an issue price of A$0.005 (0.5 cents) per Ordinary Share and the Options will be issued for nil consideration on the basis of one Option for each two Ordinary Share subscribed for under the placement;

(c) the Ordinary Shares and Options will be issued and allotted to an existing Shareholder, Metal Tiger PLC, identified by the Board. Metal Tiger PLC is not a Related Party of the Company;

(d) the Ordinary Shares comprised in the Metal Tiger Securities will be issued and allotted as fully paid and will rank equally with existing Ordinary Shares on issue. The Options comprised in the Metal Tiger Securities have an exercise price of A$0.01 (1 cent) and may be exercised at any time for a period of 3 years from the date of issue. The other terms and conditions applicable to Options are set out in Annexure A to these Explanatory Notes.

(e) the funds raised will be applied to exploration activities at the uranium and vanadium projects should the acquisition of AVU continue to completion, and further investment in EnviroCopper Ltd with a primary objective of drill testing the gold potential at Kapunda, and follow up field work at the Pilbara project where visible gold and anomalous nickel have been encountered in early stage work. The funds raised will also provide the Company with additional working capital;

(f) the Company intends to issue the Metal Tiger Securities as soon as practicable following the date of the Meeting and no later than three months after the date of the Meeting; and

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

Notes to Resolution 6 – Approval to issue securities to Mr Billing

Resolution 6 seeks approval for the purposes of ASX Listing Rule 10.11 to the issue of 2,000,000 Ordinary Shares and 1,000,000 Options to Mr Billing, or Nominees (MB Placement Participation Securities).
The MB Placement Participation Securities are to be issued on the same terms and conditions as the Metal Tiger Securities (Resolution 5).
The Company will apply to the ASX to have the Options, included in the MB Placement Participation Securities, quoted (together with the other Options, the subject matter of Resolutions 4, 5, 7 and 8, to the extent they are approved by shareholders). If ASX approval is not obtained, the Company will issue unlisted Options.
As at 9 June 2020, Mr Billing holds 45,407,423 Shares, together with 4,500,000 Options. Following the issue of the MB Placement Participation Securities, Mr Billing will hold 47,407,423 Shares, together with 5,500,000 Options. The securities held before and after the MB Placement Participation Securities and the Director Options (Resolution 13) are further detailed in Annexure B.

The issue of the MB Placement Participation Securities to Mr Billing constitutes a related party transaction for the purposes of AIM Rule 13. Mr Potter, being an independent Director at the time at which the Board agreed to issue the MB Placement Participation Securities to Mr Billing, and the RB Placement Participation Securities to Mr Bradey (Resolution 7) having consulted with the Company's nominated adviser, Grant Thornton UK LLP, considers the terms of the related party transaction to be fair and reasonable in so far as Shareholders are concerned.
ASX Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a Related Party, or a person whose relationship with the entity or a Related Party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
The issue of the MB Placement Participation Securities requires the Company to obtain Shareholder approval because Mr Billing is a Director and, therefore a Related Party of the Company under Listing Rule 10.11.1. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought under ASX Listing Rule 10.11 for the issue of the MB Placement Participation Securities.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the MB Placement Participation Securities if approval is obtained under ASX Listing Rule 10.11, and the issue of the MB Placement Participation Securities will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.
In accordance with ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolution 6:

(a) a maximum of 3,000,000 securities will be issued, comprised of 2,000,000 Ordinary Shares or Ordinary Shares to be issued to CHESS to be beneficially held by Mr Billing (or his nominees) in the form of CDIs, and 1,000,000 accompanying Options.

(b) if Resolution 6 is approved by Shareholders, the securities will be issued by the Board no later than one month after the date of the Meeting;

(c) the Ordinary Shares comprised in the MB Placement Participation Securities will be issued at an issue price of A$0.0005 (0.5 cents) per Ordinary Share and the Options comprised in the MB Placement Participation Securities will be issued for nil consideration on the basis of one Option for every two Ordinary Share subscribed by Mr Billing or his nominees;

(d) the Ordinary Shares comprised in the MB Placement Participation Securities will be issued and allotted as fully paid and will rank equally with existing Ordinary Shares on issue. The Options comprised in the MB Placement Participation Securities have an exercise price of A$0.01 (1 cent) and may be exercised at any time from the issue date through to the expiry date (being 3 years following the issue date). The other terms and conditions applicable to Options are set out in Annexure A to these explanatory notes;

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

Notes to Resolution 7 – Approval to issue securities to Mr Bradey

Resolution 7 seeks approval for the purposes of ASX Listing Rule 10.11 to the issue of 2,000,000 Ordinary Shares and 1,000,000 Options to Mr Bradey, or Nominees (RB Placement Participation Securities).
The RB Placement Participation Securities are to be issued on the same terms and conditions as the Metal Tiger Securities (Resolution 5).
The Company will apply to the ASX to have the Options, included in the RB Placement Participation Securities, quoted (together with the other Options, the subject matter of Resolutions 4, 5, 6, 8, to the extent they are approved by shareholders). If ASX approval is not obtained, the Company will issue unlisted Options.
As at 9 June 2020, Mr Bradey holds 31,792 Shares, together with 9,500,000 Options. Following the issue of the RB Placement Participation Securities, Mr Bradey will hold 2,031,792 Shares, together with 9,500,000 Options. The Shares held before and after the RB Placement Participation Securities and the Director Options (Resolution 13) is detailed in Annexure B.
The issue of the RB Placement Participation Securities to Mr Bradey’s constitutes a related party transaction for the purposes of AIM Rule 13. Mr Potter, being an independent Director at the time at which the Board agreed to issue the RB Placement Participation Securities to Mr Bradey and the MB Placement Participation Securities to Mr Billing (Resolution 6), having consulted with the Company’s nominated adviser, Grant Thornton UK LLP, considers the terms of the related party transaction to be fair and reasonable in so far as Shareholders are concerned.
ASX Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a Related Party, or a person whose relationship with the entity or a Related Party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
The issue of the RB Placement Participation Securities requires the Company to obtain Shareholder approval because Mr Bradey is a Director and, therefore a Related Party of the Company under Listing Rule 10.11.1. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought under ASX Listing Rule 10.11 for the issue of the RB Placement Participation Securities.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the RB Placement Participation Securities if approval is obtained under ASX Listing Rule 10.11, and the issue of the RB Placement Participation Securities will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.
In accordance with ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolution 7:

(a) a maximum of 3,000,000 securities will be issued, comprised of 2,000,000 Ordinary Shares or Ordinary Shares to be issued to Mr Bradey (or his nominees) in the form of CDIs, and 1,000,000 accompanying Options.

(a) if Resolution 7 is approved by Shareholders, the securities will be issued by the Board no later than one month after the date of the Meeting;

(b) the Ordinary Shares comprised in the RB Placement Participation Securities will be issued at an issue price of A$0.005 (0.5 cents) per Ordinary Share and the Options comprised in the RB Placement Participation Securities will be issued for nil consideration on the basis of one Option for every two Ordinary Share subscribed for by Mr Bradey or nominees;

(c) the Ordinary Shares comprised in the RB Placement Participation Securities will be issued and allotted as fully paid and will rank equally with existing Ordinary Shares on issue. The Options comprised in the RB Placement Participation Securities have an exercise price of A$0.01 (1 cent) and may be exercised at any time from the issue date through to the expiry date (being 3 years following the issue date). The other terms and conditions applicable to Options are set out in Annexure A to these explanatory notes;

(d) the funds raised will be applied to exploration activities at the uranium and vanadium projects should the acquisition of AVU continue to completion, and further investment in EnviroCopper Ltd with a primary objective of drill testing the gold potential at Kapunda, and follow up field work at the Pilbara project where visible gold and anomalous nickel have been encountered in early stage work. The funds raised will also provide the Company with additional working capital; and

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

Notes to Resolution 8 – Approval to issue Broker Options

The Company seeks approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of up to 35,000,000 Options to PAC Partners Securities Pty Ltd (Broker Options). If this Resolution is passed then the Broker Options will be issued with Shareholder approval such that those 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 Shareholder approval is not obtained, the Company will seek to issue the Broker Options under available capacity, subject to the passing of Resolutions 1, 2 and 3, or will otherwise be unable to complete the issue of the Broker Options.
The Company will apply to the ASX to have the Broker Options quoted (together with the other Options, the subject matter of Resolutions 4 to 7 inclusive, to the extent they are approved by shareholders). If ASX approval is not obtained, the Company will issue unlisted Options.
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) a maximum of 35,000,000 Broker Options will be issued;

(b) the Broker Options will be issued as part consideration for services provided as lead manager to the capital raising announced 1 June 2020;

(c) the Broker Options will be issued and allotted to one of the Company’s services providers, PAC Partners Securities Pty Ltd. PAC Partners Securities Pty Ltd is not a Related Party of the Company;

(d) The Broker Options have an exercise price of A$0.01 (1 cent) and may be exercised at any time for a period of 3 years from the date of issue. The other terms and conditions applicable to Options are set out in Annexure A to these Explanatory Notes.

(e) no funds will be raised from the issue of the Broker Options. Any funds raised from time to time due to the exercise of any of the Broker Options will be used as the Board sees fit;

(f) the Company intends to issue the Broker Options as soon as practicable following the date of the Meeting and no later than three months after the date of the Meeting; and

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

Notes to Resolution 9 – Ratification of Shares issued for exclusivity period

The Company issued 8,350,000 Ordinary Shares, on 5 June 2020, utilising the current authorities conferred by Shareholders and available capacity under ASX Listing Rules 7.1 to shareholders of American Vanadium Pty Ltd (AVU) for the exclusivity to undertake due diligence in preparation for the 100% acquisition of AVU (Resolution 10). For further details refer to the Company’s ASX announcement on 1 June 2020. The Company now seeks approval for the purposes of ASX Listing Rule 7.4 to the issue 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 Resolution 9 is passed then the Securities will be deemed to have been issued with Shareholder approval and will, therefore, not be counted towards the aforementioned 15% limit.
ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of Resolution 9, for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

(a) a total of 8,350,000 Ordinary Shares were issued on 5 June 2020, pursuant to the ASX announcement on 1 June 2020;

(b) the Ordinary Shares were issued as part of consideration for the one month exclusivity period to undertake due diligence prior to the potential acquisition of AVU, at an agreed issue price of A$0.06 (0.6 cents) per Ordinary Share;

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

(d) the Ordinary Shares were issued and allotted to shareholders of AVU as part of consideration for the one month exclusivity period for the potential acquisition of AVU. None of the AVU shareholders are a Related Party of the Company;

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

Notes to Resolution 10 – Approval to issue Acquisition Shares

The Company seeks approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of up to 24,000,000 Ordinary Shares to Shareholders of AVU as consideration for the completion of the acquisition of AVU, subject to satisfactory completion of due diligence (Acquisition Shares). For further details refer to the Company’s ASX announcement on 1 June 2020. If this Resolution is passed then the Acquisition Shares will be issued with Shareholder approval such that those 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 Shareholder approval is not obtained, the Company will seek to issue the acquisition Shares under available capacity, subject to the passing of Resolutions 1, 2 and 3, or will otherwise negotiate alternative terms with the vendors including a potential cash in lieu of the Acquisition 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) a maximum of 24,000,000 securities will be issued;

(b) the Acquisition Shares will be issued as consideration for the acquisition of AVU at an agreed issue price of A$0.006 (0.6 cents) per Ordinary Share.

(c) the Acquisition Shares will be issued and allotted to shareholders of AVU. None of the shareholders of AVU are a Related Party of the Company;

(d) the Acquisition Shares will be issued and allotted as fully paid and will rank equally with existing Ordinary Shares on issue.

(e) no funds will be raised as the Shares will be issued and allotted to shareholders of AVU as consideration for the acquisition of AVU.

(f) the Company intends to issue the Acquisition Shares as soon as practicable following the date of the Meeting and no later than three months after the date of the Meeting; and

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

Notes to Resolution 11 – Approval to issue Milestone Shares

The Company seeks approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of up to 18,000,000 Ordinary Shares to the shareholders of AVU, as the first of three milestone payments (Milestone Shares). The issue of the Milestone Shares is contingent upon satisfactory sampling grades obtained within six months of execution of the share sale agreement. For further details refer to the Company’s ASX announcement on 1 June 2020. If this Resolution is passed, then the Milestone Shares will be issued with Shareholder approval such that those 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 Shareholder approval is not obtained, the Company will seek to issue the Milestone Shares under available capacity, subject to the passing of Resolutions 1, 2 and 3, or will otherwise negotiate alternative terms with the vendors including a potential cash in lieu of the Milestone 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) a maximum of 18,000,000 securities will be issued;

(b) the Milestone Shares will be issued at an agreed issue price of A$0.006 (0.6 cents) per Ordinary Share.

(c) the Milestone Shares will be issued and allotted to shareholders of AVU. None of the shareholders of AVU are a Related Party of the Company;

(d) the Milestone Shares will be issued and allotted as fully paid and will rank equally with existing Ordinary Shares on issue.

(e) no funds will be raised as the Shares will be issued and allotted to shareholders of AVU in relation to the acquisition of AVU.

(f) the Company intends to issue the Milestone Shares as soon as practicable following the date of the Meeting and no later than three months after the date of the Meeting; and

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

Notes to Resolution 12 – Approval to issue Remuneration Shares to Directors

The Company seeks approval under ASX Listing Rule 10.11 in respect of the issue of Ordinary Shares to be beneficially held by the Directors, or their respective nominees (Remuneration Shares).
ASX Listing Rule 10.11 requires that Shareholder approval be obtained where an entity issues, or agrees to issue, Equity Securities to a Related Party (which includes a director of the Company), or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained, unless an exception in ASX Listing Rule 10.12 applies. The Remuneration Shares are Equity Securities and the issue of Remuneration Shares to a Director (or their nominee) requires Shareholder approval under ASX Listing Rule 10.11 on the basis that the Directors are Related Parties of the Company under Listing Rule 10.11.1.

The Remuneration Shares are being issued to the Directors, or their respective nominees in lieu of cash payment for 50% of directors' fees owing for the period 1 January 2020 to 30 June 2020.
The Remuneration Shares to be issued to each Director (or their nominees) will be issued at a deemed issue price of AUD0.0063 (0.63 cents), being the VWAP of £0.0035 for AIM traded Ordinary Shares from 1 May 2020 through to the date the proposed issue of the Remuneration Shares were approved by the Thor Board on 5 June 2020, converted to AUD at the exchange rate of 0.5540 on 5 June 2020.
The Board considers the issue of Remuneration Shares to be reasonable and allows the Company to secure and maintain the engagement of high calibre professionals whilst maintaining cash reserves.
The amount owed to each Director on account of directors' fees, the number of Remuneration Shares to be issued to each Director (or their nominees) in lieu of cash payment, and the basis for the calculation of this is set out in the table below.

Director/Former Director	Annual Directors' Fees $A	Directors' Fees outstanding Jan – Jun 2020 $A	Proposed 50% to be paid as Remuneration Shares $A	Price per Share $A	Number of Shares	Notional Value $A
M Billing*	40,000	20,000	10,000	0.0063	1,587,302	10,000
M Potter	40,000	20,000	10,000	0.0063	1,587,302	10,000

*In addition to the annual Director Fees, the total remuneration package for Mr Billing includes fees received as Chief Executive Office of the Company, at a daily rate of A$1,200, with four days per month of that total excluded as compensated for through directors fees. The services are provided through a company, MBB Trading Pty Ltd, a company of which Mr Billing is a director. Mr Billing has agreed with the Board to receive an amount of A$5,000 per month (excluding GST) in cash. Any monthly fee in excess of A$5,000 is deferred, to be paid as and when agreed with the Board. Past practice has been to pay the deferred component through the issue of Ordinary Shares (net of tax payable by Mr Billing) or participation in a placement on the same terms as other third party places, subject to shareholder approval.

Details of the security holdings of Messrs Billing and Potter as at the date of the Notice of Meeting and following the issue of the Remuneration Shares, if approved by Shareholders, is further detailed in Annexure B.
In accordance with ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolution 12:

a. up to a total of 3,174,604 Remuneration Shares will be issued to Directors, (or their respective nominees) in the proportions specified in the table above;

b. the Remuneration Shares will be issued within one month of this Meeting;

c. the Remuneration Shares will be issued at a deemed issue price of A$0.0063 (0.0063 cents) per Remuneration Share (being the VWAP of £0.0035 for AIM traded Ordinary Shares from 1 May 2020 to 5 June 2020, converted to AUD an exchange rate of 0.5540 on 5 June 2020);

d. the Remuneration Shares will be fully paid and will rank equally in all respects with existing Shares, and application will be made for their quotation on AIM and (in the case of the CDIs issued in respect of the Remuneration Shares) ASX;

e. a voting exclusion statement for Resolutions 12 is included in the Notice of General Meeting; and

f. no funds will be raised by the issue of Remuneration Shares although the Company's liability to the Directors in relation to their remuneration will be satisfied by the issue.

If Resolution 12 is passed (and approval is therefore obtained for the purposes of ASX Listing Rule 10.11), further shareholder approval is not required under ASX Listing Rule 7.1, and the securities issued pursuant to Resolution 12 will not be included in the calculation of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Notes to Resolution 13 – Approval to grant Director Options

Resolution 13 seeks approval for the purposes of ASX Listing Rule 10.11 to the grant of a total of 24,000,000 unlisted Options to Company's Directors Messrs Billing, Potter and Bradey or their respective nominees (Director Options), on the terms set out in Note 64 below and Annexure A to these Notes.
The total 24,000,000 Director Options will be granted to individual Directors, subject to shareholder approval, as follows:

Mr Billing	Executive Chairman	8,000,000
Mr Potter	Non-Executive Director	8,000,000
Mr Bradey	Executive Director	8,000,000

The grant of the Director Options is intended to act as an incentive for the Directors to align themselves with the Company's strategic plan, focusing on optimising performance and benefits flowing through to Shareholder returns. The Director Options, if approved, will not form part of the Directors' respective remuneration packages and will be in addition to their remuneration as Directors. The remuneration of each of the Directors is as follows:
Mr Billing receives Directors' Fees of A$40,000 per annum, with 50% of the amount owing for 1 January to 30 June 2020, proposed to be paid through the issue of Ordinary Shares (the subject matter of resolution 12). Mr Billing also receives a daily rate of $1,200 for services provided as Chief Executive Officer, with payment deferred for a portion of this (refer Note 56 for further information).
Mr Potter receives Directors' Fees of A$40,000 per annum, with 50% of the amount owing for 1 January to 30 June 2020, proposed to be paid through the issue of Ordinary Shares (the subject matter of resolution 12).
Mr Bradey. Mr Bradey receives an annual salary for his executive position of Exploration Manager. Mr Bradey is a permanent employee, at 80% of a full-time equivalent position. The annual salary for Mr Bradey is A$194,700, inclusive of statutory superannuation.
Details of the security holdings of Messrs Billing, Potter and Bradey as at the date of the Notice of Meeting and following the grant to them of the Director Options and the issue of all other securities the subject of the other Resolutions, if approved by Shareholders, is set out in Annexure B to these explanatory notes.
The key terms of the Director Options in relation to resolution 13 are as follows:
Exercise Price: A$0.0095 (0.95 cents)
Expiry Date: three years after the date the date the Options are granted.
The Director Options granted to each Director (or that Director's nominee) will not be quoted on the ASX or on AIM, will be transferable only with the consent of the Board and will otherwise be issued on standard terms set out in the ASX Listing Rules insofar as treatment of the Director Options in the case of reorganisations of capital, bonus and rights issues.
The other terms applicable to Options are set out in Annexure A.

ASX Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a Related Party, or a person whose relationship with the entity or a Related Party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
The grant of the Director Options to the Directors (or their respective nominees) requires the Company to obtain Shareholder approval because all three individuals are Directors and, therefore a Related Party of the Company under Listing Rule 10.11.1.
It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought under ASX Listing Rule 10.11 for the grant of the Director Options.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to grant the Director Options the subject of Resolution 13 if approval is obtained under ASX Listing Rule 10.11. The grant of those Director Options will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.
In accordance with ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolution 13:

(a) the maximum number of Options that may be granted by the Company to each of the Directors Messrs Billing, Bradey and Potter (or their respective nominees) is detailed in Note 61 above, being an aggregate total of 24,000,000 Options. If the Options are exercised by the Directors (or their nominees), then each of the Directors (or their respective nominees) will be entitled to one Ordinary Share for each Option exercised, (subject to adjustment in accordance with the terms and conditions of the Options set out in Annexure A), being a maximum aggregate total of 24,000,000 Ordinary Shares;

(b) if Resolution 13 is approved by Shareholders, the Director Options will be granted by the Board no later than 1 month after the date of the General Meeting and it is anticipated that the Director Options will all be granted on the same date;

(c) the Director Options will be granted for no consideration and therefore no funds will be raised by the grant of the Director Options to the Directors. Any funds raised from time to time due to the exercise of any Director Options will be used as the Board sees fit;

(d) The exercise price for each Director Option being granted to the Directors is A$0.0095 (0.95 cents). The Options may be exercised at any time from the issue date through to the expiry date, being three years from the date the Director Options are granted. The other terms and conditions applicable to Options are set out in Annexure A to these explanatory notes; and

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

DEFINITIONS

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

Acquisition Shares
24,000,000 Shares to be issued for the acquisition of AVU, upon satisfactory completion of due diligence and execution of a binding acquisition agreement, the subject matter of Resolution 10.

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.

AVU
American Vanadium Pty Ltd.

Board
the board of Directors of the Company.

Broker Options
The proposed grant of a total of 35,000,000 Options to PAC Partners Securities Pty Ltd, subject of resolution 8.

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.

Director Options
The proposed grant of a total of 24,000,000 unlisted Options to Company's Directors Messrs Billing, Bradey and Potter, or their respective nominees, the subject of resolution 13.

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

Exclusivity Period
Non-binding terms sheet providing Thor with a 30 day exclusivity period to conduct due diligence in relation to the acquisition of AVU, the subject of resolution 9.

Exclusivity Shares
8,350,000 Shares paid as part consideration for the Exclusivity Period, the subject matter of Resolution 9.

Explanatory Notes
means the explanatory notes accompanying the Notice.

Key Management Personnel
those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any Director.

MB Placement Participation Securities
The proposed issue of 2,000,000 Ordinary Shares and 1,000,000 Options to Mr Billing, or Nominees, the subject of Resolution 6.

Meeting
the 2020 general meeting of the Company, convened by this Notice of Meeting.

Milestone Shares
18,000,000 Ordinary Shares to be issued to the shareholders of AVU, as the first of three milestone payments, the subject matter of Resolution 11.

Metal Tiger Participation Securities
the proposed issue and allotment of 50,000,000 Ordinary Shares and 25,000,000 Options to existing Shareholder Metal Tiger PLC, the subject matter of Resolution 5.

Notice or Notice of General Meeting
means this notice of general meeting including the Explanatory Notes and the Proxy Form.

Option
has the same meaning as a Warrant.

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

Placement Options
The proposed issue of up to 70,000,000 Options, the subject matter of Resolution 4, on the basis of one Option for every two Placement Shares.

Placement Shares
140,000,000 Ordinary Shares issued on 5 June 2020, the subject matter of Resolution 3.

RB Placement Participation Securities
The proposed issue of 2,000,000 Ordinary Shares and 1,000,000 Options to Mr Bradey, or Nominees, the subject of Resolution 7.

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

Remuneration Shares
Shares being issued to the Directors, or their respective nominees in lieu of cash payment for directors' fees for the period 1 April 2020 to 30 June 2020, the subject matter of Resolution 12.

Shareholder
a holder of Ordinary Shares.

Thor or the Company
Thor Mining PLC.

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

VWAP
volume weighted average price.

ANNEXURE A – TERMS AND CONDITIONS OF OPTIONS

(Resolutions 4 to 8 inclusive, and Resolution 13)

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, other than through the trading of Options on the ASX, should the ASX grant approval for the Options, subject to Resolutions 4 to 8 inclusive, to be quoted.
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:

$$ \text{New exercise price} = O - \frac{E[P - (S + D)]}{N + 1} $$

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 B – DIRECTOR SECURITY HOLDINGS

(Resolutions 6,7,12 and 13)

The table below details the:

Current security holdings (Ordinary Shares and Options) and percentage of undiluted share capital, and
Security holdings if the relevant resolutions (resolutions 6, 7 12 and 13) are passed and percentage of undiluted share capital.

Director	Existing Shares held		Participation in the placement (Resolutions 6 & 7)	Shares in lieu of cash Directors fees (Resolution 12)	Resultant Shares held*			Existing Options held	Participation in the placement (Resolutions 6 & 7)	Director Options (Resolution 13)	Resultant Options held
	Number	%			Number	%^{(1)}	%^{(2)}
Michael Billing	45,407,423	3.71%	2,000,000	1,587,302	48,994,725	3.70%	3.98%	4,500,000	1,000,000	8,000,000	13,500,000
Richard Bradey**	31,792	0.00%	2,000,000	-	2,031,792	0.15%	0.16%	9,500,000	1,000,000	8,000,000	18,500,000
Mark Potter	-	0.00%	-	1,587,302	1,587,302	0.12%	0.13%	-	-	8,000,000	8,000,000

The Resultant shares held % is shown above in the alternative scenarios where:
(1) The maximum number of Shares are issued following shareholder approval of all resolutions.
(2) The Resolutions to issue Shares other than to Directors are not approved (Resolutions 5, 10 and 11 are not approved by shareholders).
** Existing Options held by Richard Bradey includes 1,500,000 Options which will lapse on their expiry date of 27 June 2020 (exercise price £0.018) unless otherwise exercised

THOR
MINING PLC
ARBN 121 117 673

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Phone:
1300 850 505 (within Australia)
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Online:
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THR

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 5.00pm (ACST) Thursday 2 July 2020

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 7.00pm (AEST) on 2 July 2020 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: 999999
SRN/HIN: I9999999999
PIN: 99999

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.

I 9999999999 IND

CDI Voting Instruction Form

Please mark X to indicate your directions

Step 1 CHESS Depositary Nominees Pty Ltd will vote as directed XX

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Thor Mining PLC hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the General Meeting of Thor Mining PLC to be held at Thor Mining Office, 58 Galway Avenue, Marleston South Australia 5033 on 7 July 2020 at 5.00 p.m. (ACST) 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 RESOLUTION		For	Against	Abstain		For	Against	Abstain
Resolution 1	Authority to Allot Shares.	☐	☐	☐	Resolution 9	Ratification of Issue of Shares for Exclusivity Period.	☐	☐
SPECIAL RESOLUTION
Resolution 2	Disapplication of Pre-emption Rights	☐	☐	☐	Resolution 10	Approval to Issue of Acquisition Shares	☐	☐
ORDINARY RESOLUTIONS
Resolution 3	Ratification of Issue of Placement Shares	☐	☐	☐	Resolution 11	Approval to Issue Remuneration Shares to Directors	☐	☐
Resolution 4	Approval to Issue of Placement Options	☐	☐	☐	Resolution 12	Approval to Grant of Director Options	☐	☐
Resolution 5	Approval to Issue of Securities to Metal Tiger PLC	☐	☐	☐
Resolution 6	Approval to Issue of Securities to Mr Billing	☐	☐	☐
Resolution 7	Approval to Issue of Securities to Mr Bradey	☐	☐	☐
Resolution 8	Approval to Issue of Broker Options	☐	☐	☐

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director & Sole Company Secretary	Director	Director/Company Secretary
Update your communication details (Optional)		Date
Mobile Number	Email Address	By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically

THR

999999A

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THOR ENERGY PLC — Proxy Solicitation & Information Statement 2020

7966_rns_2020-06-18_8285fc0a-e1c3-4151-a7ba-002d7e3ef9de.pdf

THOR MINING PLC

NOTICE OF GENERAL MEETING

About Thor Mining PLC

Notes

Notice of General Meeting

NOTICE OF GENERAL MEETING

AGENDA

SPECIAL BUSINESS

ORDINARY RESOLUTION

Authority to Allot Shares

SPECIAL RESOLUTION

Disapplication of Pre-emption Rights

ORDINARY RESOLUTIONS

Ratification of Issue of Placement Shares

Approval to Issue of Placement Options

Approval to Issue of Securities to Mr Bradey

Approval to Issue of Broker Options

Ratification of Issue of Shares for Exclusivity Period

Approval to Issue of Acquisition Shares

Approval to Issue Milestone Shares

Approval to Issue Remuneration Shares to Directors

Approval to Grant of Director Options

Proxy Form – Holders of Ordinary Shares

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

Explanatory Notes and Annexures A & B

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 Australian register only:

Issued shares and total voting rights

Communications with the Company

Notes to Resolution 1 – Authority to allot shares

Notes to Resolution 2 – Disapplication of pre-emption rights

General Notes to Resolutions 3 to 5 inclusive, 8 and 9 to 11 inclusive – ASX Listing Rule Requirements

Notes to Resolution 3 – Ratification of issue of Placement Shares

Notes to Resolution 4 – Approval for the issue of Placement Options

Notes to Resolution 5 – Approval to issue securities to Metal Tiger PLC

Notes to Resolution 8 – Approval to issue Broker Options

Notes to Resolution 11 – Approval to issue Milestone Shares

Notes to Resolution 12 – Approval to issue Remuneration Shares to Directors

Notes to Resolution 13 – Approval to grant Director Options

DEFINITIONS

ANNEXURE A – TERMS AND CONDITIONS OF OPTIONS

ANNEXURE B – DIRECTOR SECURITY HOLDINGS

Need assistance?

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:

CDI Voting Instruction Form

Step 1 CHESS Depositary Nominees Pty Ltd will vote as directed XX

Voting Instructions to CHESS Depositary Nominees Pty Ltd

Step 2 Items of Business

Step 3 Signature of Securityholder(s)

More from THOR ENERGY PLC

THOR ENERGY PLC Proxy Solicitation & Information Statement 2020