Thor Energy Regulatory News (THR)

Mick Billing

+61 (8) 7324 1935

Thor Mining PLC

Executive Chairman

Ray Ridge

+61 (8) 7324 1935

Thor Mining PLC

CFO/Company

Secretary

Colin Aaronson/

Richard Tonthat/ Ben Roberts

+44 (0) 207 383 5100

Grant Thornton UK LLP

Nominated Adviser

Nick Emerson

+44 (0) 1483 413 500

SI Capital Ltd

Joint Broker

David Hignell / Rob Rees

+44 (0)20 3470 0470 

SP Angel Corporate Finance LLP

Joint Broker

Tim Blythe/ Camilla Horsfall

+44 (0) 207 138 3222

Blytheweigh

Financial PR

Name of entity

Thor Mining PLC

ABN

121 117 673

1

+Class of +securities issued or to be issued

(a) Ordinary shares / CDIs

(b) Ordinary shares

(c) Unlisted Options (termed warrants in the UK)

(d) Ordinary shares

(e) CDIs

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

(a) Transfers of 12,850,000 to AIM listed shares on the AIM Market of the London Stock Exchange, from ASX listed CDI's, during the period 10 December 2018 to 10 April 2019.

(b) Issue of 47,058,823 Ordinary Shares to sophisticated investors in the UK on 10 April 2019.

(c) Grant of 47,058,823 Unlisted Options on 10 April 2019, to the participants in the placement under item (b) above (or their nominees), on the basis of one free option for each share subscribed.

(d) Issue of 37,741,627 Ordinary Shares, on 10 April 2019, to shareholders (or their nominees) of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd for the acquisition of those companies. (ASX Announcement 28 March 2019)

(e) Issue of 15,258,373 Ordinary Shares as CDIs, on 10 April 2019, to shareholders (or their nominees) of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd for the acquisition of those companies. (ASX Announcement 28 March 2019).

The total number of securities, listed on both AIM and ASX, is now 816,959,363 as at 10 April 2019.

3

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

This represents:

(a) Transfers between AIM listed shares on the AIM Market of the London Stock Exchange, and ASX listed CDI's.

(b) Issue of Ordinary Shares.

(c) Grant of Unlisted Options. The Options have an exercise price of £0.013 (1.3 pence) and an expiry date of 10 April 2022.

(d) Issue of Ordinary Shares.

(e) Issue of Ordinary Shares as CDIs.

4

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

If the additional securities do not rank equally, please state:

· the date from which they do

· the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

· the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

(a) Yes.

(b) Yes.

(c) Each Option entitles the holder to acquire one Ordinary Share in Thor. Once exercised the Shares will rank equally with existing Ordinary Shares.

(d) Yes.

(e) Yes.

5

Issue price or consideration

(a) N/A

(b) 47,058,823 at £0.0085 (0.85 pence) per Ordinary Share for a total of £400,000.

(c) Nil.

(d) Ordinary Shares at an agreed price of £0.0085 (0.85 pence) per Ordinary Share, issued as consideration for the acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd.

(e) As per (d) above.

6

Purpose of the issue

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

(a) N/A

(b) Placing for cash. The funds raised will be used to provide the Company with additional working capital, while the Company progresses efforts to secure finance for its Molyhil project in the Norther Territory of Australia.

(c) Grant of Unlisted Options to the participants in the placement under item (b) above (or their nominees), on the basis of one free option for each share subscribed.

(d) Issued as consideration for the acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd

(e) As per (d) above.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Yes

6b

The date the security holder resolution under rule 7.1A was passed

28 November 2018

6c

Number of +securities issued without security holder approval under rule 7.1

(a) N/A

(b) N/A

(c) Grant of 47,058,823 Unlisted Options.

(d) Issue of 37,741,627 Ordinary Shares.

(e) Issue of 15,258,373 Ordinary Shares as CDIs

6d

Number of +securities issued with security holder approval under rule 7.1A

(a) N/A

(b) Issue of 47,058,823 Ordinary Shares.

(c) N/A

(d) N/A

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f

Number of securities issued under an exception in rule 7.2

N/A

6g

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

(a) N/A

(b) Issue of 47,058,823 Ordinary Shares.

Issue date: 10 April 2019

Issue price: £0.0085 (A$0.0156)

More than 75% of VWAP?: Yes

VWAP A$0.0167

75% thereof: A$0.0125 VWAP source: IRESS

(c) N/A

(d) N/A

(e) N/A

6h

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

N/A

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

Refer attached Annexure 1

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

(a) Transfers 10 December 2018 to 10 April 2019

(b) 10 April 2019

(c) 10 April 2019

(d) 10 April 2019

(e) 10 April 2019

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

162,042,680

Ordinary Shares quoted by

ASX ("THR" as CDIs) as at 10 April 2019.

9

Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

 654,916,683

13,840,000

2,000,000

20,000,000

39,444,444

500,000

10,000,000

15,000,000

1,500,000

10,000,000

5,000,000

15,000,000

47,058,823

Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 10 April 2019.

Unlisted Options:

1.25 pence unlisted warrants expiring 11 April 2019.

1.8 pence unlisted warrants

 expiring 27 June 2019.

1.25 pence unlisted warrants expiring 26 July 2019.

1.8 pence unlisted warrants

 expiring 28 July 2019.

5.0 pence unlisted warrants

 expiring 22 August 2019.

5.0 pence unlisted warrants expiring 29 January 2020.

1.8 pence unlisted warrants

 expiring 31 March 2020.

1.8 pence unlisted warrants

 expiring 27 June 2020.

1.5 pence unlisted options expiring 2 November 2020.

4.5 pence unlisted options expiring 29 December 2020.

3.5625 pence unlisted options expiring 7 June 2021.

 1.3 pence unlisted options expiring 10 April 2022

10

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

No Policy

34

Type of securities

(tick one)

(a)

ü

Securities described in Part 1

(b)

All other securities

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

Tick to indicate you are providing the information or documents

35

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37

A copy of any trust deed for the additional +securities

38

Number of securities for which +quotation is sought

39

Class of +securities for which quotation is sought

40

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

If the additional securities do not rank equally, please state:

· the date from which they do

· the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

· the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41

Reason for request for quotation now

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

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

Number

+Class

42

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

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

as at 9 April 2018 648,573,546

Add the following:

• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

Options exercised 2,904,762

(Issued 13/07/18)

Options exercised 1,428,571

(Issued 27/07/18)

Options exercised 451,643

(Issued 6/08/18)

Acquisition (Issued 5/10/18) 14,527,205

(ratified at AGM 28/11/18)

Options exercised 4,250,000

(Issued 2/11/18)

Options exercised 4,960,866

(Issued 9/11/18)

Options exercised 7,500,000

(Issued 5/12/18)

Options exercised 31,203,947

(Issued 10/12/18)

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

0

"A"

715,800,540

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

 107,370,081

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded - not just ordinary securities

• Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

Issue for services provided 1,100,000

(Shares issued 23/11/18)

Issue for services provided 500,000

(Options granted 23/11/18)

Placement 47,058,823

(Options issued 10/04/19)

Acquisition Shares 53,000,000

(Shares issued 10/04/19)

"C"

101,658,823

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in Step 2

107,370,081

Subtract "C"

Note: number must be same as shown in Step 3

101,658,823

Total ["A" x 0.15] - "C"

5,711,258

 [Note: this is the remaining placement capacity under rule 7.1]

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in Step 1 of Part 1

715,800,540

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

71,580,054

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not just ordinary securities

• Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

Placement 47,058,823

(Shares issued 10/04/19)

"E"

47,058,823

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10

Note: number must be same as shown in Step 2

71,580,054

Subtract "E"

Note: number must be same as shown in Step 3

47,058,823

Total ["A" x 0.10] - "E"

24,521,231

Note: this is the remaining placement capacity under rule 7.1A