TIDMTHR
RNS Number : 8225Q
Thor Mining PLC
01 November 2021
1 November 2021
Thor Mining PLC
Pilot Mountain Project Sale - Option Exercised for $1.8m
The directors of Thor Mining Plc ("Thor") (AIM, ASX: THR, OTCQB:
THORF) are pleased to advise that Power Metal Resources Plc ("Power
Metal") (AIM: POW) has exercised the option to acquire 100%
interest in Pilot Mountain Tungsten Project ("Pilot Mountain") in
Nevada, USA for an agreed value of US$1.8 million.
HIGHLIGHTS
-- Power Metal Resources Plc and its wholly owned subsidiary
Golden Metal Resources Ltd ("Golden Metal") have exercised their
option (the "Option") to acquire a 100% interest in Pilot
Mountain.
-- Power Metal will pay US$115,000 in cash to Thor Mining and
US$1,650,000 payable through the issue to Thor of 48,118,920
Ordinary Shares at an issue price of 2.5 pence per share ("Initial
Consideration Shares").
-- In addition, Power Metal will issue to Thor 12.5 million
warrants to subscribe for Ordinary Shares with an exercise price of
4p per Ordinary Share and life to expiry of 3 years.
-- Furthermore, a US$500,000 milestone payment will become
payable in Ordinary Shares, if Golden Metal publishes a JORC or
43-101 compliant resource at Pilot Mountain which increases against
current declared levels by 25% across total indicated and inferred
categories within two years.
-- Proceeds from the sale will be directed towards further
exploration activities at the Company's copper and gold projects -
Alford East, SA and Ragged Range, WA.
Nicole Galloway Warland, Managing Director of Thor Mining,
commented:
"We are pleased to announce the completion of the due diligence
process by Power Metals and its written confirmation to exercise
the option to acquire the 100% of Pilot Mountain Project in Nevada,
USA.
This strategic divestment will allow Thor to focus on our copper
and gold projects and provide further capital to accelerate
exploration activities, including RC drilling, at Ragged Range
Project in the Pilbara WA and progress baseline studies for In-situ
Recovery for copper and gold at Alford East Project, SA.
This sale is also the right mix of cash and shares to provide
ongoing exposure to the Pilot Mountain Project."
TRANSACTION INFORMATION
As announced on 31 August 2021, Thor signed an Option Agreement
with Golden Metal to acquire a 100% interest in Pilot Mountain,
from Thor.
Option Period
Under this Agreement Golden Metal had 60 calendar days and Thor
received written confirmation from Power Metal by the Option Expiry
Date that it had concluded its due diligence with regard to Pilot
Mountain.
Power Metal paid US$25,000 in cash to Thor Mining and issue to
Thor Mining 500,000 new Power Metal Ordinary shares of 0.1p
("Ordinary Shares") at an issue price of 2.5p (GBP12,500 of
Ordinary Shares).
Terms
The terms of the agreement are as follows:
Power Metal will pay US$115,000 in cash to Thor Mining and
US$1,650,000 payable through issue to the THR of 48,118,920
Ordinary Shares at an issue price of 2.5 pence per share ("Initial
Consideration Shares"). Thor has been informed that application
will be made for the 48,118,920 Initial Consideration Shares to be
admitted to trading on AIM which is expected to occur on or around
8 November 2021. The Initial Consideration Shares will represent c.
3.6% of the Power Metals issued share capital following
Admission.
Thor Mining will hold the Initial Consideration Shares in full
for a minimum of 6 months after the Option Exercise date, and
thereafter the Initial Consideration Shares will become freely
tradable in 25% instalments (25% tradable 6 months after Option
Exercise date, 50% after 9 months, 75% after 12 months and 100%
after 15 months). This trading restriction period may be varied by
both parties with written agreement.
In addition, Power Metal will issue to Thor Mining 12.5 million
warrants to subscribe for Ordinary Shares with an exercise price of
4p per Ordinary Share and life to expiry of 3 years from the Option
Exercise date ("Initial Consideration Warrants"). Should the volume
weighted average price ("VWAP") of Power Metal shares meet or
exceed 10.0 (ten) pence for 5 consecutive trading days Power Metal
may serve notice on Thor Mining providing 14 calendar days to
exercise and pay for the Initial Consideration Warrants or the
Initial Consideration Warrants would be cancelled.
Should Thor Mining exercise the Initial Consideration Warrants
above within 12 months from the Option Exercise date, Thor Mining
will receive one for one replacement warrants to subscribe for
Ordinary Shares at a fixed price of 8p per Ordinary Share, and life
to expiry ending 3 years from the date of Option Exercise ("Super
Warrants"). Should the Power Metal volume weighted average share
price meet or exceed 20p for five consecutive trading days Power
Metal may at any time issue Thor Mining with a written notice
providing 14 days to exercise and pay for the Super Warrants or the
Super Warrant would be cancelled.
Tail Benefit
POW will issue Thor Mining with a further US$500,000 of Ordinary
Shares, if Golden Metal publishes a JORC or 43-101 compliant
resource at Pilot Mountain which increases against current declared
levels by 25% across total indicated and inferred categories within
two years after the Agreement date. The number of Ordinary Shares
to be issued will be calculated based on the volume weighted
average Power Metal share price in the ten trading days immediately
preceding the announcement by Golden Metal of the JORC or 43-101
compliant increase.
Additional Terms
Thor Mining and its professional corporate, licensing and
geological teams will continue to work with Power Metal and Golden
Metal to assist with Pilot Mountain ownership transfer and to
manage local corporate and exploration/development operations in
the 12 months following the Option Exercise date. Power Metal and
Golden Metal will pay for any assistance provided post Acquisition
on reasonable commercial terms to be agreed.
About Pilot Mountain Project
Pilot Mountain tungsten project in Nevada, USA which has a JORC
2012 Indicated and Inferred Resources Estimate on 2 of the 4 known
deposits.
The 5,908-acre Project is centered around four existing mineral
deposits including Garnet, Good Hope, Gunmetal and Desert Scheelite
all which possess skarn-style tungsten-copper-silver-zinc
mineralisation.
The Desert Scheelite Indicated and Inferred Resource comprises a
2012 JORC Compliant 9.9 million tonnes @ 0.26% WO3, 0.14% Copper,
and 19.4g/t (grams/tonne) Silver, announced on 22 May 2017. The
Garnet Inferred resource comprises a 2012 JORC Compliant 1.83
million tonnes @ 0.36% WO3, announced on 22 May 2017.
On 13 December 2018, Thor announced an upgraded and increased
mineral resource estimate showing the Desert Scheelite mineral
resource estimate comprises 10.7 million tonnes at 0.26% WO , 19.38
gram/tonne Silver (Ag), 0.15% copper (Cu), & 0.38% zinc (Zn)
(above cut-off grade of 0.15% WO3).
http://www.rns-pdf.londonstockexchange.com/rns/8225Q_1-2021-10-31.pdf
Table A: Pilot Mountain Project JORC (2012) compliant Mineral
Resource Estimate, 13 December 2018 (AIM: THR Announcement 13
December 2018)
-- All figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
-- Garnet Resource reported 22 May 2017
Thor Mining plc holds 100% of Black Fire Industrial Minerals Pty
Ltd (Australian private company) which owns 100% of Industrial
Minerals Pty (USA) Pty Ltd (Australian private company) which owns
100% of BFM Resources Inc and Pilot Metals Inc (USA private
companies) which own tenements representing the entire Pilot
Mountain Project.
As at 30 June 2020 BFM Resources Inc had Gross Assets of
AUD$21,449 (circa GBP11,317) and incurred no profit or loss
(AUD$Nil) for the year ended 30 June 2020.
As at 30 June 2020 Pilot Metals Inc had Gross Assets of
US$3,055,411 (circa GBP2,226,602) and a loss of US$106,164 (circa
GBP77,366) for the year ended 30 June 2020.
As at 30 June 2020 Black Fire Industrial Minerals Pty Ltd on a
consolidated basis had Gross Assets of AUD$5,181,951 (circa
GBP2,738,397) and a loss of AUD$154,690 (circa GBP81,746) for the
year ended 30 June 2020.
Further details of the project are included on Thor's
website.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
- Ends -
For further information on the Company, please visit
www.thormining.com or contact the following:
Thor Mining PLC
Nicole Galloway Warland, Managing Director Tel: +61 (8) 7324 1935
Ray Ridge, CFO / Company Secretary Tel: +61 (8) 7324 1935
WH Ireland Limited (Nominated Adviser Tel: +44 (0) 207 220 1666
and Joint Broker)
Jessica Cave / Darshan Patel / Megan
Liddell
Jasper Berry (Corporate Broking)
SI Capital Limited (Joint Broker) Tel: +44 (0) 1483 413
500
Nick Emerson
Yellow Jersey (Financial PR) thor@yellowjerseypr.com
Sarah Hollins / Henry Wilkinson Tel: +44 (0) 20 3004 9512
Competent Person's Report
The information in this report that relates to exploration
results is based on information compiled by Nicole Galloway
Warland, who holds a BSc Applied geology (HONS) and who is a Member
of The Australian Institute of Geoscientists. Ms Galloway Warland
is an employee of Thor Mining PLC. She has sufficient experience
which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which she is
undertaking to qualify as a Competent Person as defined in the 2012
Edition of the 'Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves'. Nicole Galloway
Warland consents to the inclusion in the report of the matters
based on her information in the form and context in which it
appears.
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 km(2)
of exploration licences with highly encouraging early stage gold
and nickel results in the Pilbara region of Western Australia, for
which drilling is currently underway.
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 gold(1).
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)(3)
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 measured, indicated and inferred resources , 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.
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/20210408-molyhil-mineral-resource-estimate-updated.pdf
(5)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210901-pilot-mountain-project-us1.8m-sale-option.pdf
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