The Directors of Thor Energy Plc (AIM, ASX: THR, OTCQB: THORF) are pleased to announce it has now entered into a binding acquisition agreement to acquire 80.2% of the issued share capital of Go Exploration Pty Ltd (Go Exploration) (Acquisition Agreement), the Australian-based natural (white) hydrogen and helium explorer.
Highlights
Acquisition
· Conditional acquisition of 80.2% of white hydrogen and helium explorer Go Exploration to be satisfied by the issue of 466,462,584 new ordinary shares in the Company (the "Consideration Shares"). The Sellers acknowledge and agree that 70% of the Consideration Shares shall be subject to 6 months voluntary lock-in.
· Go Exploration holds one of only 3 granted hydrogen and helium exploration licences in South Australia (PEL 120) and strategic, high potential application areas covered by applications (PELAs 697 and 709)
· PEL 120, is located near the notable Gold Hydrogen Limited Ramsay-1 and Ramsay-2 hydrogen and helium discoveries.
· Go Exploration portfolio positioned for rapid generation of drill ready targets (PEL 120) and follow up in high generative potential areas (PELAs).
· Acquisition in line with Thor strategy to focus on the 'clean' energy economy.
Capital Raise
· As announced on 25 October, the Company has conditionally raised, in aggregate, gross proceeds of £1,000,000 (~A$1,958,097) via the placing of 133,333,316 new ordinary shares of 0.1p each (Ordinary Shares) (Placing Shares) at a price of 0.75 pence (approx. AUD$0.015) per Ordinary Share (Placing Price), comprising:
o approximately £709,894 (~A$1,390,041) by means of a firm placing (Firm Placing) with certain institutional and sophisticated investors of 94,652,516 new Ordinary Shares (Firm Placing Shares) at the Placing Price; and
o approximately £290,106 (~A$568,056) by means of a conditional placing (Conditional Placing and together with the Firm Placing, the Placings) with certain institutional and sophisticated investors of 38,680,800 new Ordinary Shares (Conditional Placing Shares and Firm Placing Shares being New Ordinary Shares) at the Placing Price.
· Strong support was received from a broad range of new institutional and sophisticated investors, adding strength to the Company's share register.
· The Conditional Placing is conditional on the Company obtaining the requisite approvals from Shareholders at a General Meeting, details of which the Company will circulate in due course.
General Meeting
The Conditional Placing is not being underwritten and is conditional, inter alia, on the approval of shareholders at a General Meeting. The Company expects to despatch a circular and notice of general meeting to Shareholders in due course, to convene a general meeting of the Company on or around 28 November 2024. The notice of the general meeting will also be made available on the Company's website https://thorenergyplc.com/.
Alastair Clayton, Executive Chairman, commented - "We are super excited to have acquired a 80.2% majority stake in Go Exploration subject to various conditions and shareholder approvals. Go Exploration is an early mover in the hydrogen and helium exploration space and have amassed over 22,000 sq km in exploration acreage across granted PEL120 (6,336 sq km) and 2 licence applications (15,908sq km) in South Australia.
"These projects are prospective for naturally occurring hydrogen "white" and helium. This is a clean energy sector we are extremely keen to enter but quality opportunities in investable jurisdictions are few and far between.
"Aside from the fantastic geological and geographical attributes of the Go portfolio, what makes this acquisition so compelling is the granted status of the large and highly prospective PEL 120 (RSEL 802) licence and the strategic licence applications associated with key infrastructure and where high hydrogen generation potential has already been interpreted. Thor can, through this acquisition, join only two other companies with granted licences for hydrogen exploration in South Australia. This peer group comprises Gold Hydrogen Limited (ASX: GHY) fully diluted market cap. ~ A$122m and private company H2EX. Upon completion of this transaction, it is proposed that Thor move rapidly with the aim to establish a prospective resource on several well worked up prospects in advance of drilling in 2025."
Background on Go Exploration
Go Exploration is a private, natural hydrogen and helium explorer focused on onshore Australia projects located in South Australia. Go Exploration currently holds one petroleum exploration licence (PEL 120) which is subject to an application to convert it into a regulated substance exploration licence (RSEL 802). Go Exploration also holds five other additional petroleum exploration licence applications within the Gawler Craton area with two of those applications (PELA 709 and 697) notified to progress to Native Title discussions. The licence and applications are shown on the map below.
PEL 120 is along geological trend with the American Beach-1 (Kangaroo Island) hydrogen discovery and proximal to the recent Ramsay discovery of Gold Hydrogen Limited. Hydrogen has been identified in the Orroroo Coals located within PEL 120. Each of these occurrences is identified on the map below.
The Go Exploration licence and applications are strategically located to access local markets, existing gas and power infrastructure and planned hydrogen export facilities in South Australia.
PEL 120 is also permitted as a gas storage license proximal to existing gas pipelines and local industrial infrastructure. In conjunction with its application to convert PEL 120 into a RSEL, Go Exploration has also applied for gas storage exploration licences (GSELs) in respect to the area of PEL 120.
Go Exploration's current exploration program comprises undertaking soil gas surveys over identified areas of interest and geophysical studies.
The Proposed Acquisition represents the continuity of the Company's focus on exploring and developing critical minerals and in this case gasses in the energy sector and will expand the Company's portfolio of energy assets in its home jurisdiction of South Australia.
The Acquisition Agreement is summarised in the Annexure.
Business model
Following completion of the Proposed Acquisition, the Company's proposed business model will be to continue to further explore and develop its existing projects as well as undertake exploration activities at the Go Exploration Project as set out further in the use of funds noted above.
It is the Company's view that the Proposed Acquisition is wholly consistent with this publicly articulated objective and business model and otherwise represents an opportunity to enhance shareholder value.
