Formation of Joint Venture

The Directors of Thor Energy Plc ("Thor") (AIM, ASX: THR, OTCQB: THORF) are pleased to announce that, further to the announcement on 24 November 2022 in relation to the Farm-in Funding Agreement and the announcement on 24 April 2024 in relation to the Completion of Stage 1 Earn-In Commitment, a joint venture Agreement ("JV") with ASX-listed Investigator Resources Limited ("IVR"), operating as Fram under the Heads of Agreement ("HoA"), has been formalised for the Molyhil and Bonya (EL29701 only) Projects, in the Northern Territory.

Highlights:

§ JV formed with IVR completing by spending $1,000,000 on the tenements (Stage 1 commitment) and the transfer of 25% interest in the Molyhil tenements and the sale of Thor's 40% interest in Bonya tenement EL29701 (Table 1 and 2).

§ The initial interest for the parties is 25% Fram and 75% Molyhil.

§ IVR will now issue Thor A$250,000 worth of IVR shares upon the formalisation of Fram's 25% JV interest.

§ Fram can opt to continue to earn up to 80% interest by spending up to, a further $7,000,000 on 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 a meaningful interest in the Molyhil Project.

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

"The Directors are delighted that the Stage 1 Commitment has been completed and that Fram is progressing with developments on this exciting tungsten/molybdenum deposit. The increase in the mineral resource endowment is underpinning feasibility work at Molyhil.

"The commitment shown by Fram in diligently working through all aspects of this deposit is to be applauded.

"The Molyhil divestment and Bonya sale (EL29701) will 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

Formation of the Joint Venture

Under the execution of the Stage 1 obligations, a JV Agreement was executed between Fram and Molyhil on 13 August 2024 ("JV Commencement Date"). The initial JV interests of the parties are 25% Fram and 75% Molyhil in Molyhil, with the 40% sale of Bonya EL29701 (Table 1 and 2).

Stage 1 Joint Venture Consideration

On the formalisation of Fram's 25% JV interest, IVR will 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 (an amount additional 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).

As announced on (ASX/AIM: 31 May 2024), Thor reported a revised Mineral Resource Estimate comprising Measured, Indicated, and Inferred Mineral Resources, totalling 4.65 million tonnes at 0.26% WO3 (Tungsten trioxide), 0.09% Mo (Molybdenum), and 0.04% Cu (Copper) using a 0.05% WO3 cut-off.

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

Figure 1: Tenement & Prospect Location Plan

Figure 2: Molyhil Project location showing adjacent Bonya tenement EL29701

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Table 1: Molyhil Tenements

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