INVESTOR UPDATE

A$8M Farm-in Funding Agreement to Accelerate Molyhil Project, Northern Territory

The Directors of Thor Mining Plc (“Thor”) (AIM, ASX: THR, OTCQB: THORF) are pleased to announce the signing, through its wholly-owned subsidiary Molyhil Mining Pty Ltd (“Molyhil”), of a Heads of Agreement (“HOA”) with ASX-listed mineral exploration and development company Investigator Resources Limited (ASX: IVR, “IVR”) to fund the accelerated exploration of Thor’s 100%-owned Molyhil tenements (the “Tenements”), in the Northern Territory and the sale of Thor’s interest in the Bonya tenement (EL29701).

PROJECT HIGHLIGHTS

  • HOA signed with IVR, through its wholly-owned subsidiary Fram Resources Pty Ltd (“Fram”), for Fram’s earn-in and the creation of a new joint venture to accelerate the exploration of the Molyhil tenements.
  • Fram to earn-in, via a 3-stage process, to 80% interest in the Tenements and acquire Thor’s 40% interest in the Bonya tenement (EL29701).
  • Fram will provide expenditure for a total value of up A$8m to explore for minerals within the Tenements and manage the joint venture exploration activities. If a Mineral Resource (in accordance with JORC 2012) is defined, the joint venture will develop and exploit such a resource, if it is economically feasible to do so.
  • Thor to receive up to a total of A$100,000 in cash and A$500,000 of IVR shares through the reduction of its holding in the Tenements, via Fram’s three-stage earn-in, and the sale of Thor’s interest in the Bonya tenement.
  • If Fram does not complete the required commitments of stage 1 by the agreed commitment date, Fram must pay any shortfall amount of the committed expenditure to Molyhil in order to satisfy the requirements.
  • The agreement enables Thor to focus on its priority USA Uranium assets and the multi-commodity Ragged Range Project, while retaining an interest in the Molyhil Project.

We are very pleased to enter into a Heads of Agreement with IVR for Fram’s earn-in and exploration funding of the Molyhil tenements and the sale of our interest in the Bonya tenement. The agreement enables Thor to retain an equity interest in the prospective Molyhil tenements with reduced operational risk, benefitting from exploration upside on the Tenements as well as receiving considerations in the form of cash and IVR shares. The Molyhil divestment and Bonya sale reflect the Company’s focus on our priority US uranium assets and the multi-element Ragged Range project, where we see the most significant and nearest-term value potential within Thor’s portfolio.

- Managing Director Nicole Galloway Warland

Key Transaction Details​

Stage 1 Earn-In

IVR to pay Molyhil an upfront payment of A$100,000.
On or before the eighteenth month anniversary of the execution of the HOA (“Stage 1 Commitment Date”), Fram shall complete the expenditure of A$1m of exploration activities (“Stage 1 Commitment”).
If Fram does not complete the Stage 1 Commitment by the Stage 1 Commitment Date, Fram must pay any shortfall amount of the Stage 1 Commitment to Molyhil in order to satisfy the requirements of the Stage 1 Commitment.
Upon Fram meeting the Stage 1 Commitment, Fram will be entitled to 25% interest in the Tenements. Molyhil and IVR must execute all documents and forms necessary to effect the transfer of Molyhil’s 40% interest in the Bonya tenement (EL29107) to Fram.

If Fram gives notice in writing to Molyhil that it does not elect to effect transfer of the 25% interest in the Tenements, Fram will be deemed to have withdrawn from the HOA without earning any equity in the Tenements.

Formation of the Joint Venture

If Fram earns and elects to transfer an interest in the Tenements, pursuant to the execution of the Stage 1 obligations, a joint venture will come into effect on the date on which Fram and Molyhil execute the joint venture agreement (“JV Commencement Date”). The initial joint venture interests of the parties will be 25% Fram and 75% Molyhil.

Stage 1 Joint Venture Consideration

On the formalisation of Fram’s 25% joint venture interest, IVR will issue Molyhil A$250,0000 of IVR shares at a deemed price equal to the higher of the Volume Weighted Average Price for the 15-day trading period immediately preceding the 25% earn-in date, or A$0.05 per share. Thor plans to hold the IVR shares over the longer term until the appropriate juncture to realise value on the shares as decided by the Board.

Stage 2 Earn-In

Fram shall, within 28 days of the JV Commencement Date, give notice in writing to Molyhil of its intention to earn a further 26% interest in the Molyhil Tenements (“Stage 2 Earn-In Notice”), taking its total interest to 51%.
If Fram issues a Stage 2 Earn-In Notice, Fram must spend A$2m (which amount is in addition to the Stage 1 Commitment) on exploration on or before the third anniversary of the JV Commencement Date (“Stage 2 Commitment”) to earn the additional 26%.

Upon Fram meeting the Stage 2 Commitment, Fram will be entitled to 51% interest in the Tenements.


Stage 3 Earn-In

Fram shall, within 28 days of the Stage 2 Completion Notice, give notice in writing to Molyhil of its intention to earn a further 29% interest in the Tenements (“Stage 3 Earn-In Notice”), taking its total interest to 80%.
If Fram issues a Stage 3 Earn-In Notice, Fram must spend A$5m (which amount is in addition to the Stage 1 and Stage 2 Commitments) on exploration on or before the sixth anniversary of the JV Commencement Date (“Stage 3 Commitment”) to earn the additional 26%.

Upon Fram meeting the Stage 3 Commitment, Fram will be entitled to 80% interest in the Tenements.


Stage 3 Joint Venture Consideration

On formalisation of Fram’s 80% joint venture interest, IVR shall issue Molyhil A$250,000 of IVR shares at a deemed price equal to the higher of the Volume Weighted Average Price for the 15-day trading period immediately preceding the 80% earn-in date, or A$0.05 per share. Thor plans to hold the IVR shares over the longer term until the appropriate juncture to realise value on the shares as decided by the Board.

THE

MOLYHIL TUNGSTEN PROJECT

The Molyhil Project is located 220 kilometres north-east of Alice Springs in the Northern Territory. It has a known deposit of 11,800t of Tungsten, making it the largest known deposit of this strategic metal in Australia. In July 2020, the Northern Territory government announced that the Molyhil project had been awarded Major Project status.

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