Last checked at 23 Aug 2023 10:56
23 August 2023
Thor Energy PLC
("Thor" or the "Company")
Result of General Meeting and Share Capital Consolidation
The directors of Thor Energy PLC (AIM, ASX: THR, OTCQB: THORF) announces that at a General Meeting ("GM") held earlier today, all resolutions were passed.
All resolutions were passed, with the poll results as follows:
Resolution | For | Against | Withheld |
1 | 317,859,610 | 46,982,020 | 1,333,591 |
2 | 311,530,635 | 33,947,017 | 5,072,569 |
3 | 299,065,232 | 59,931,105 | 8,434,984 |
4 | 272,950,001 | 87,296,336 | 7,184,984 |
5 | 288,769,927 | 71,476,410 | 7,184,984 |
As a result of Resolution 1 having been passed at the General Meeting, shareholders have approved the reduction in the number of Ordinary Shares by way of a consolidation on the basis of 10 Ordinary Shares into one new ordinary share of 0.01p each ("New Ordinary Share") (collectively the "Consolidation").
The Consolidation will become effective and CREST accounts updated at 6 p.m. (UK time) on 30 August 2023. At the Record Date, being 6 p.m. on 30 August 2023, the 2,392,912,840 Existing Ordinary Shares will be consolidated into 239,291,284 New Ordinary Shares.
Application has been made for 239,291,284 New Ordinary Shares to be admitted to trading on AIM. Dealings in the New Ordinary Shares are expected to commence at 8:00 a.m. on 31 August 2023 under new ISIN GB00BRJ52319 and SEDOL BRJ5231 ("New Ordinary Share Admission"). Certificates in respect of the New Ordinary Shares are expected to be issued by 6 September 2023.
Following New Ordinary Share Admission, the share capital of the Company will be comprised of 239,291,284 New Ordinary Shares of which no shares are held in treasury. Therefore, the total number of voting rights in the Company is 239,291,284. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
A fractional entitlement will arise as a result of the Consolidation unless a holding of Ordinary Shares prior to the Consolidation is exactly divisible by 10. For example, a shareholder holding 406 Ordinary Shares would be entitled to 40 New Ordinary Shares and a fractional entitlement of 0.6 of a New Ordinary Share after the consolidation of shares.
Any fractional entitlements arising from the Consolidation will be aggregated and sold in the market. The costs, including the associated professional fees and expenses, that would be incurred in distributing such proceeds are likely to exceed the total net proceeds. The Board is therefore of the view that, as a result of the disproportionate costs in such circumstances, it would not be in the Company's best interests to distribute such proceeds. The proceeds will instead be retained for the benefit of the Company in accordance with the resolution.
Following the Consolidation, save for any adjustment resulting from fractional entitlements, all shareholders will retain the same percentage interest in the Company's issued ordinary share capital as that held immediately prior to the implementation of the Consolidation. Shareholders holding fewer than 10 Ordinary Shares immediately prior to the Consolidation will cease to be shareholders of the Company.
Upon completion of the Consolidation, the number of warrants in issue will be consolidated in the same ratio as the Ordinary Shares and their exercise price will be amended in inverse proportion to that ratio, such that following the Capital Reorganisation, the Company will have approximately 47,390,478 ASX listed warrants (THROC and THROD) and 10,123,057 unlisted warrants in issue.
3,000,000 Performance Shares (the subject matter of resolutions 3, 4 and 5) are expected to be granted shortly after the completion of the Consolidation.
This announcement should be read in conjunction with the Notice of GM that was published on 4 August 2023, copies of which are available on the Company's website at https://thorenergyplc.com/ and the Company's announcement titled 'Proposed Share Consolidation and Notice of General Meeting' on 4 August 2023 (the "Announcement"). Capitalised terms in this announcement have the same meaning as given in the Announcement and Notice of GM, unless the context provides otherwise.
For further information, please contact:
Thor Energy PLC | |
Nicole Galloway Warland, Managing Director Ray Ridge, CFO / Company Secretary | Tel: +61 (8) 7324 1935 Tel: +61 (8) 7324 1935 |
WH Ireland Limited (Nominated Adviser and Joint Broker) | Tel: +44 (0) 207 220 1666 |
Antonio Bossi / Darshan Patel / Isaac Hooper | |
SI Capital Limited (Joint Broker) | Tel: +44 (0) 1483 413 500 |
Nick Emerson | |
Yellow Jersey (Financial PR) | thor@yellowjerseypr.com |
Sarah Hollins / Shivantha Thambirajah / Bessie Elliot | Tel: +44 (0) 20 3004 9512 |
Updates on the Company's activities are regularly posted on Thor's website https://thorenergyplc.com, which includes a facility to register to receive these updates by email, and on the Company's Twitter page: @thorenergyplc
About Thor Energy PLC
The Company is focused on uranium and energy metals that are crucial in the shift to a 'green' energy economy. Thor has a number of highly prospective projects that give shareholders exposure to uranium, nickel, copper, lithium and gold. Our projects are located in Australia and the USA.
Thor holds 100% interest in three uranium and vanadium projects (Wedding Bell, Radium Mountain and Vanadium King) in the Uravan Belt Colorado and Utah, USA with historical high-grade uranium and vanadium drilling and production results.
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.
At Alford East in South Australia, Thor is earning an 80% interest in oxide copper deposits considered amenable to extraction via In-Situ Recovery techniques (ISR). In January 2021, Thor announced an Inferred Mineral Resource Estimate¹. 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.²³
Thor holds 100% of the advanced Molyhil tungsten project, including measured, indicated and inferred resources⁴, in the Northern Territory of Australia, which was awarded Major Project Status by the Northern Territory government in July 2020. Thor executed a $A8m Farm-in and Funding Agreement with Investigator Resources Limited (ASX: IVR) to accelerate exploration at the Molyhil Project on 24 November 2022.6
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's interest in the Bonya tenement EL29701 is planned to be divested as part of the Farm-in and Funding agreement with Investigator Resources Limited.6
Notes
1 https://thorenergyplc.com/investor-updates/maiden-copper-gold-mineral-resource-estimate-alford-east-copper-gold-isr-project/
2 www.thorenergyplc.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf
3 www.thorenergyplc.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf
4 https://thorenergyplc.com/investor-updates/molyhil-project-mineral-resource-estimate-updated/
5 www.thorenergyplc.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf
6 https://thorenergyplc.com/wp-content/uploads/2022/11/20221124-8M-Farm-in-Funding-Agreement.pdf