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Thor Energy PLC entered into a binding agreement on 30 October 2024 to acquire 80.2% of Go Exploration Pty Ltd by issuing 466,462,584 new ordinary shares to the sellers, 70% of which will be subject to a 6-month lock-in. Concurrently, the company conditionally raised gross proceeds of £1,000,000 by placing 133,333,316 new ordinary shares at 0.75 pence per share. Completion of the acquisition is expected in early January 2025, contingent on conditions including shareholder approval at a General Meeting expected around 28 November 2024.
| Date | 30 Oct 2024 |
| Time | 07:00:08 |
| Category | Acquisitions and alliances |
| ID | 1984K |
This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
30 October 2024
Thor Energy PLC
("Thor" or the "Company")
Entry into Australian Natural "White" Hydrogen and Helium Industry via Proposed Acquisition of Go Exploration Pty Ltd
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.
Map Source: Go Exploration Pty Ltd, https://map.sarig.sa.gov.au/ (website maintained by the Department of Energy and Mining of South Australia) and Gold Hydrogen Limited presentation https://www.goldhydrogen.com.au/wp/wp-content/uploads/2024.10.21-AGM-Presentation.pdf and Gold Hydrogen Limited announcement dated 27 May 2024.
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.
Indicative timetable
An indicative timetable for completion of the Proposed Acquisition and the associated transactions set out in this Notice is set out below:
|
Event |
Date* |
|
Announcement of the Proposed Acquisition |
25 October 2024 |
|
Announcement of Completion of Placement Tranche 1 |
25 October 2024 |
|
Shareholder Meeting to approve the Proposed Acquisition, Placement Tranche 2 and associated Resolutions |
28 November 2024 |
|
Completion of Placement |
6 December 2024 |
|
Completion of Proposed Acquisition |
Early January 2025 |
*Please note this timetable is indicative only and the Directors reserve the right to amend the timetable as required.
The Board of Thor Energy Plc has approved this announcement and authorised its release.
For further information on the Company, please visit the website or please contact the following:
Thor Energy PLC
Alastair Clayton, Executive Chairman
Ray Ridge, CFO / Company Secretary
Tel: +61 (8) 7324 1935
Zeus Capital Limited (Nominated Adviser and Joint Broker)
Antonio Bossi / Darshan Patel / Isaac Hooper
Tel: +44 (0) 203 829 5000
SI Capital Limited (Joint Broker)
Nick Emerson
Tel: +44 (0) 1483 413 500
Yellow Jersey (Financial PR)
Dom Barretto / Shivantha Thambirajah / Bessie Elliot
Tel: +44 (0) 20 3004 9512
DEFINITIONS
In this document, the following words and expressions shall, except where the context requires otherwise, have the following meanings:
|
$ |
unless otherwise stated, an Australian dollar. |
|
Acquisition Agreement |
has the meaning given in Note 1. |
|
AIM |
AIM market of the London Stock Exchange. |
|
ASX |
ASX Limited ACN 008 624 691 or the stock exchange operated by ASX Limited (as the context requires). |
|
ASX Listing Rules |
the listing rules of the ASX. |
|
Department |
means the South Australian Department for Energy and Mining |
|
Go Exploration |
means Go Exploration Pty Ltd (ACN 651 753 454). |
|
Sellers Thor or the Company |
means the sellers of shares in Go Exploration pursuant to the Acquisition Agreement. Thor Energy Plc. |
Annexure - summary of terms of Proposed Acquisition
|
On completion, the Sellers must sell and the Company must buy that number of fully paid ordinary shares in Go Exploration equal to 80.2% of the total issued share capital in Go Exploration free from all encumbrances, together with all rights attaching or accruing to the shares as at the date of completion. |
|
|
In consideration for the acquisition, the Company has agreed to issue the Sellers 466,462,584 Shares (Consideration Shares) to be distributed to the Sellers pro rata to their percentage interest in Go Exploration, subject to Shareholder approval. The Sellers acknowledge and agree that 70% of the Consideration Shares shall be subject to 6 months voluntary escrow. |
|
|
Completion of the acquisition (Completion) will be subject to the following conditions precedent (Conditions Precedent): (a) Thor raising GBP£1,000,000 by issuing no more than 134,000,000 Thor Shares at a subscription price of not less than GBP£0.0075 per Thor Share prior to or in conjunction with the issue of the Consideration Shares; (b) Thor not issuing or agreeing to issue any options, warrants or other rights to subscribe for new Thor Shares except as has already been agreed in the Acquisition Agreement (which for the avoidance of doubt includes the Thor Shares to be issued in accordance with Condition (a), options agreed to be issued to the director of Thor and the issue of 25,000,000 Thor Shares to Orana Corporate LLP (or its nominees) for services rendered in accordance with the Acquisition Agreement); (c) Thor having completed to its reasonable satisfaction, financial, commercial and legal due diligence on the Company, the business of Go Exploration and the Sellers; (d) Go Exploration receiving a final confirmation letter from the Department regarding the grant of the RSEL Application; (e) Go Exploration receiving all required ministerial consents for the change in control of Go Exploration as required under Section 86AA of the Energy Resources Act 2000 (SA), or providing written confirmation that such approval is not required; (f) if required by a Seller (or Sellers deemed a concert party) with a material interest in the Company, confirmation by the Panel on Takeovers and Mergers (Panel) that, subject to Thor shareholder approval, it is prepared to waive the requirement for the Seller/deemed concert party to make a general offer for the Company under Rule 9 of the Takeovers Code (Rule 9 Waiver) prior to the issue of the Consideration Shares; (g) to the extent required by the AIM Rules or the ASX Listing Rules, Thor obtaining shareholder approval for the acquisition (including, for the avoidance of doubt, for the issue of the Consideration Shares) and all other matters associated with effecting the acquisition at a general meeting of Thor's shareholders; and (h) any third party, regulatory or tax consents or approvals required in order for the Sellers to obtain "rollover relief" being obtained. |
|
|
In addition to the right to terminate if the Conditions Precedent are not satisfied or waived by the designated end date, the Company may terminate the Acquisition Agreement at any time before completion by notice in writing to the Sellers if: (a) at any time prior to Completion, the Vendors are in breach of a fundamental seller warranty, or a fundamental seller warranty ceases to be true and correct; (b) an insolvency event occurs to the Company; (c) an action is commenced by a Governmental Agency against the Company, the Sellers or Go Exploration that would, or would be likely to, prevent completion or otherwise restrain or prohibit the acquisition; or (d) a governmental agency enacts, issues, promulgates, enforces or enters any order which is in effect and has the effect of making the transactions contemplated by this agreement illegal, otherwise restraining or prohibiting completion of such transactions or causing any of the transactions contemplated in this agreement to be rescinded following completion. |
|
|
None of the Sellers are a party listed in Listing Rule 10.1 of the Listing Rules. |
The agreement is otherwise on terms and conditions (including completion obligations, warranties and indemnities and confidentiality) considered customary for an agreement of its type.
Annexure: ASX Listing Rules 5.30 in relation to Orroroo 4 well
|
5.30 |
Summary: |
Response: |
|
(a) |
Name & type of well |
Orroroo 4 coal seam gas well |
|
(b) |
Location of well and permit details |
Latitude: 32° 38' 49.84" S Longitude: 138° 38' 26.65" E
South Australian Petroleum Exploration Licence 120 (PEL 120) |
|
(c) |
Working interest in well |
100% |
|
(d) |
Net pay |
N/A |
|
(e) |
Geological rock type drilled |
Walloway Seam (coal) |
|
(f) |
Depth of zones tested |
Coal cutting samples obtained as follows: Sample 1: depth (top) 236.000m (base) 242.000m Sample 2: depth (top) 242.000m (base) 248.000m |
|
(g) |
Test types |
Gas analysis of coal cuttings |
|
(h) |
Hydrocarbon phases recovered |
Nil reported |
|
(i) |
Other recovery |
Sample 1: C 46.7%, H 4.15%, N 0.27%, Tot S 1.65%
Sample 2: C 45.0%, H 4.04%, N 0.26%, Tot S 1.66% |
|
(j) |
Choke size etc |
N/A |
|
(k) |
Pressures etc |
N/A |
|
(l) |
No. of fracture stimulation stages |
Nil |
|
(m) |
Other volumes |
See (i) |
|
(n) |
Other information |
Drilled 18 - 29 August 2009 by SAPEX Ltd a wholly owned subsidiary of Linc Energy Ltd. See announcement link listed below.
Atmospheric hydrogen at sea level measures 0.6 parts per million (ppm). |
https://announcements.asx.com.au/asxpdf/20091106/pdf/31lwwg9nxz4qlq.pdf