Completion of Stage 1 Earn-In Commitment - Molyhil

The Directors of Thor Energy Plc (AIM, ASX: THR, OTCQB: THORF) are pleased to announce that ASX-listed Investigator Resources Limited ("IVR"), operating as Fram under the Heads of Agreement ("HoA"), has notified Thor, and Thor agrees that Fram has met the "Stage 1 Commitment" obligations at the Molyhil and Bonya Projects, in the Northern Territory.

Highlights:

§ Fram, a wholly owned subsidiary of IVR, has successfully completed the "Stage 1 Commitment" obligations by funding A$1m of exploration activities (geophysics and drilling - results pending), as per the HoA, signed (ASX/AIM: 24 November 2022).

§ Under the HoA, Fram is now entitled to a 25% interest in the Tenements (25% Fram and 75% Molyhil).

§ Fram can now elect to transfer a 25% interest in the Tenements, and a Joint Venture ("JV") will become effective.

§ IVR as per the HoA is to issue Thor A$250,000 worth of IVR shares upon formalising Fram's 25% JV interest.

§ Fram can opt to continue to earn up to 80% interest in the Tenements via a three-stage process.

§ The JV at Molyhil will allow Thor to focus on its priority USA Uranium assets and Alford East Copper-REE Project while retaining an interest in the Molyhil Project.

Nicole Galloway Warland, Managing Director of Thor Energy, commented:

"The Directors are delighted that this Stage 1 Commitment milestone has been met and are excited to move to the next phase of the HoA, working with IVR to complete all JV documentation.

"The Molyhil/Bonya Earn-in and the JV allow Thor to retain an equity interest in the prospective Molyhil tenements with reduced operational risk. Thor benefits from exploration upside on the Tenements and receives considerations in the form of cash and IVR shares.

"The Molyhil divestment and Bonya sale support the Company's focus on its priority US uranium assets, where we see the most significant and nearest-term value potential for Thor's shareholders."

Key Transaction Details

Stage 1 Earn-In

Fram has fulfilled the expenditure requirement of funding A$1,000,000 in exploration activities, including the geophysics gravity survey and diamond drilling program (results pending), completing the "Stage 1 Commitment" by notifying Thor and Thor agreeing that the commitment has been met.

Fram is now entitled to a 25% interest in the Tenements. Molyhil and IVR must also execute all documents and forms necessary to affect the transfer, including 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 transfer 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

Under the execution of the Stage 1 obligations, a JV will come into effect on the date on which Fram and Molyhil execute the JV agreement ("JV Commencement Date"). The initial JV interests of the parties will be 25% Fram and 75% Molyhil.

Stage 1 Joint Venture Consideration

On the formalisation of Fram's 25% JV interest, IVR is to issue Thor A$250,000 worth 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.

Stage 2 Earn-In

Fram shall, within 28 days of the JV Commencement Date, give Molyhil written notice of its intention to earn a further 26% interest in the Molyhil Tenements ("Stage 2 Earn-In Notice"), bringing its total interest to 51%.

If Fram issues a Stage 2 Earn-In Notice, Fram must spend A$2,000,000 (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 a 51% interest in the Tenements.

Stage 3 Earn-In

Fram shall, within 28 days of the Stage 2 Completion Notice, give Molyhil written notice of its intention to earn a further 29% interest in the Tenements ("Stage 3 Earn-In Notice"), bringing its total interest to 80%.

If Fram issues a Stage 3 Earn-In Notice, Fram must spend A$5,000,000 (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 an 80% interest in the Tenements.

Project Background

The Molyhil tungsten-molybdenum deposit is located 220km north-east of Alice Springs (320km by road) within the prospective polymetallic province of the Proterozoic Eastern Arunta Block, in the Northern Territory (Figure 1).

On 7 April 2021 (ASX/AIM: 7 April 2021), Thor reported a revised Mineral Resource Estimate comprising Measured, Indicated, and Inferred Mineral Resources, totalling 4.4 million tonnes at 0.27% WO3 (Tungsten trioxide), 0.10% Mo (Molybdenum), and 0.05% Cu (Copper) using a 0.07% WO3 cut-off.

Figure 1: Tenement & Prospect Location Plan

The Bonya tungsten and copper tenement (EL29701) is located approximately 30km to the northeast of Molyhil (Figure 1). Thor, in JV with Arafura, holds a 40% equity interest in the tenements.

A full background on the project is available on the Thor Energy website: https://thorenergyplc.com/projects/molyhil-tungsten-project/.

Figure 2: Molyhil Project location showing adjacent Bonya tenement

Table 1: Molyhil Tenements

The Board of Thor Energy PLC has approved this announcement and authorised its release.

Notes

4 https://thorenergyplc.com/investor-updates/molyhil-project-mineral-resource-estimate-updated/

6 https://thorenergyplc.com/wp-content/uploads/2022/11/20221124-8M-Farm-in-Funding-Agreement.pdf