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| Date | 31 Aug 2021 |
| Time | 11:45:02 |
| Category | Miscellaneous |
| ID | 2288K |
31 August 2021
Thor Mining PLC
Sale Option - Pilot Mountain Project
The directors of Thor Mining Plc ("Thor") (AIM, ASX: THR, OTCQB: THORF) are pleased to advise that they have entered into an Option Agreement with Power Metal Resources Plc ("Power Metal") (AIM: POW) to divest the 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 secured an option (the "Option") to acquire a 100% interest in Pilot Mountain
§ Power Metal will pay 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 (£12,500 of Ordinary Shares), for a 60 day option period to complete due diligence and acquire the project.
§ Upon Option exercise, 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 very pleased to enter into an Option Agreement with Power Metals for the 100% sale of Pilot Mountain Project in Nevada, USA.
This strategic divestment of a non core asset is in line with our focus on copper and gold projects; with the acceleration of exploration activities towards exploration drilling activities at Ragged Range Project in the Pilbara WA, and progressing baseline studies for In-situ Recovery for copper and gold at Alford East Project, SA."
TRANSACTION INFORMATION
Under the terms of the Option Agreement Golden Metal may acquire a 100% interest in Pilot Mountain, from Thor Mining plc ("Thor Mining" or the "Vendor").
Option Period
Under this Agreement Golden Metal will have a 60 calendar day Option Period (ending 5pm GMT on Friday 29.10.21, the "Option Expiry Date") during which it may conduct due diligence with regard to Pilot Mountain.
Power Metal will pay 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 (£12,500 of Ordinary Shares).
Option Exercise
Subject to written confirmation of Option Exercise by the Option Expiry Date, Golden Metal may acquire Pilot Mountain on the following terms:
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 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 their 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 & 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.
Impact on 30 June 2021 Annual Financial Statements
Based on negotiations for the sale of the Pilot Mountain, the Board have decided to write down the carrying value of the Pilot Mountain assets as at 30 June 2021 by £1.4 million. The Annual Financial Statements due for release by 30 September 2021.
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% WO₃, 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/2288K_1-2021-8-31.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$21,449 (circa £11,317) and incurred no profit or loss (AUD$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 £2,226,602) and a loss of US$106,164 (circa £77,366) 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 £2,738,397) and a loss of AUD$154,690 (circa £81,746) 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.
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- Ends -
For further information on the Company, please visit www.thormining.com or contact the following:
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Thor Mining PLC |
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Nicole Galloway Warland, Managing Director Mick Billing, Executive Chairman Ray Ridge, CFO / Company Secretary |
Tel: +61 (8) 7324 1935 Tel: +61 (8) 7324 1935 Tel: +61 (8) 7324 1935 |
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WH Ireland Limited (Nominated Adviser and Joint Broker) |
Tel: +44 (0) 207 220 1666 |
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Jessica Cave / Darshan Patel Jasper Berry (Corporate Broking) |
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SI Capital Limited (Joint Broker) |
Tel: +44 (0) 1483 413 500 |
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Nick Emerson |
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Yellow Jersey (Financial PR) |
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Sarah Hollins / Henry Wilkinson |
Tel: +44 (0) 20 3004 9512 |
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 km2 of exploration licences with highly encouraging early stage gold and nickel results in the Pilbara region of Western Australia, for which drilling is planned in the first half of 2021.
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 gold¹.
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% 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 indicated and inferred resources⁴, 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.⁵
Thor holds 100% of the Pilot Mountain tungsten project in Nevada, USA which has a JORC 2012 Indicated and Inferred Resources Estimate on 2 of the 4 known deposits.⁶
Notes