Thor Energy Regulatory News (THR)

12 October 2021

THOR MINING PLC

("Thor" or the "Company")

Notice of AGM

Annual Report

Proposed issue of warrants to Directors and

Proposed issue of shares

Thor Mining PLC ("Thor" or "the Company") (AIM, ASX: THR) has today posted the Notice of the Annual General Meeting ("AGM") to be held at the offices of WH Ireland Limited, 24 Martine Lane, London, EC4R 0DR on 10 November 2021 at 10am (Greenwich Mean Time).

Due to the ongoing COVID-19 pandemic if it is necessary for Thor to give further updates on the arrangements for the AGM, we will inform you through our investor website https://www.thormining.com/ and with an appropriate announcement.

The purpose of the AGM is to consider, and if thought fit, pass the resolutions contained in the Notice. In addition to the usual resolutions which are considered at an AGM, the Directors of Thor would like to draw your attention to Resolutions 6 to 9 inclusive relating to the proposed issue of warrants to Directors, and Resolutions 11 and 12 relating to the proposed issue of shares for an acquisition, as explained further below.

Annual Report

Following the announcement of Thor's audited annual financial report for the year ended 30 June 2021 announced on 30 September 2021, the Company's full annual report, including Chairman's statement, ASX additional information and list of tenements, is available for review on the Company's website.

Proposed Issue of Shares for an acquisition

As announced on 20 November 2020, Thor acquired an interest in the oxide mineral rights from Spencer Metals Pty Ltd ("Spencer") over the Alford East copper-gold project. This acquisition involves various staged payments and therefore Resolution 11 seeks shareholder approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of Ordinary Shares and accompanying options to Spencer as consideration for the completion of 'Stage 1', the acquisition of a 51% interest in a portion of exploration licences, in accordance with the Stage 1 Expenditure agreement.

Resolution 12 is in accordance with the Second Option arrangement with Spencer and seeks shareholder approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of Ordinary Shares and accompanying options to Spencer as consideration for 'Stage 2', the completion of the acquisition of a further 29% interest, taking the total interest to 80%.

Proposed issue of warrants to Directors

Resolutions 6 to 9 inclusive, seek shareholder approval for the purposes of ASX Listing Rule 10.11, for the issue of 8,000,000 Warrants to each of the Non-Executive Directors Messrs Potter, Clayton and McGeough and 12,000,000 Warrants to the Managing Director, Ms Nicole Galloway Warland. ASX Listing Rules requires shareholder approvals for the issue of these securities, as Directors are considered a related party of the Company for ASX Listing Rule purposes.

The proposed warrants have an exercise price of 1.3 pence and may be exercised at any time from the issue date through to 4 years following the issue date.

Resolution 6 relates to Ms Galloway Warland and is subject to Resolution 2 being Ms Galloway Warland's re-election as a Director. Ms Galloway Warland currently holds 250,000 Ordinary Shares, together with 4,000,000 warrants. Following the issue of the proposed warrants, Ms Galloway Warland will hold a total of 250,000 Ordinary Shares, together with 16,000,000 warrants.

Resolution 7 relates to Mr Clayton and is subject to Resolution 3 being Mr Clayton's re-election as a Director. Mr Clayton holds no Ordinary Shares nor warrants.

Resolution 8 relates to Mr Potter and is subject to Resolution 4 being Mr Potter's re-election as a Director. Mr Potter currently holds 2,910,831 Ordinary Shares, together with 8,000,000 warrants. Following the issue of these securities, Mr Potter will hold a total of 2,910,831 Ordinary Shares, together with 16,000,000 warrants.

Resolution 9 relates to Mr McGeough. Mr McGeough currently holds 1,861,765 Ordinary Shares. Following the issue of these securities, Mr McGeough will hold a total of 1,861,765 Ordinary Shares, together with 8,000,000 warrants.

For further information on the Company, please visit www.thormining.com  or contact the following: 

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; OTCQB: THORF) is a diversified resource company quoted on the AIM Market of the London Stock Exchange, ASX in Australia and OTCQB Market in the United States.

The Company is advancing its diversified portfolio of precious, base, energy and strategic metal projects across USA and Australia. Its focus is on progressing its copper, gold, uranium and vanadium projects, while seeking investment/JV opportunities to develop its tungsten assets.

Thor owns 100% of the Ragged Range Project, comprising 92 km2 of exploration licences with highly encouraging early stage gold and nickel results in the Pilbara region of Western Australia, for which drilling is planned in the second half of 2021.

At Alford East in South Australia, Thor is earning an 80% interest in copper deposits considered amenable to extraction via In Situ Recovery techniques (ISR). In January 2021, Thor announced an Inferred Mineral Resource Estimate of 177,000 tonnes contained copper & 71,000 oz gold¹.

Thor also holds a 30% interest in Australian copper development company EnviroCopper Limited, which in turn 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 and the Alford West copper project, both situated in South Australia, and both considered amenable to recovery by way of ISR.²

Thor holds 100% interest in two private companies with mineral claims in the US states of Colorado and Utah with historical high-grade uranium and vanadium, drilling and production results.

Thor holds 100% of the advanced Molyhil tungsten project, including indicated and inferred resources⁴, in the Northern Territory of Australia, which was awarded Major Project Status by the Northern Territory government in July 2020.

Adjacent to Molyhil, at Bonya, Thor holds a 40% interest in deposits of tungsten, copper, and vanadium, including Inferred resource estimates for the Bonya copper deposit, and the White Violet and Samarkand tungsten deposits.⁵

Thor holds 100% of the Pilot Mountain tungsten project in Nevada, USA which is subject to a sale option agreement.6

Notes

1  www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210127-maiden-copper.gold-estimate-alford-east-sa.pdf  

2 www.thormining.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf  

3 www.thormining.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf

4 www.thormining.com/sites/thormining/media/pdf/asx-announcements/20191011-molyhil-mineral-resource-estimate-enhanced.pdf  

5 www.thormining.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf  

6  http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210901-pilot-mountain-project-us1.8m-sale-option.pdf