- Title:
Schedule One - Thor Explorations LTD - Time:
08:00:03 - Date:
9 Jun 2021 - Category:
Capital structure - ID:
2130B
| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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| COMPANY NAME: |
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| Thor Explorations Ltd ("Thor" or the "Company")
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
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Registered office and principal place of business:
550 Burrard St Suite 2900 Vancouver, BC CA, V6C 0A3
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| COUNTRY OF INCORPORATION: |
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| Canada (Province of British Columbia)
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
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| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
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| Thor Explorations Ltd is a TSX-V listed (THX:TSX-V) Canadian incorporated gold exploration and development company engaged in the acquisition, exploration and development of mineral properties in West Africa.
The Company's main asset is the Segilola project in Nigeria (the "Project"), which is currently under construction and expected to begin production in Q3 2021. It has funded this construction mainly through a financing package provided by the Africa Finance Corporation in 2020 and is expected to pour first gold in July 2021. The Project is a high-grade deposit with reserves of 517,800 ounces ("oz") at 4.02 grams per tonne, forecast to produce an average of ~84,000 oz per year over an initial approximately six year life of mine at an All-In Sustaining Cash Cost ("AISC") averaging US$685/oz. At a US$1,600/oz gold price, the Project has an undiscounted payback period of 1.1 years and a post-tax IRR of 88.4%.
The Company is a first mover in south-west Nigeria, an area which remains underexplored by modern exploration techniques. The Company has 9 exploration licences covering over 800 km2 in an area known for its existing small scale artisanal and alluvial gold production. Once in operation, the Company will also have the strategic advantage of owning the first and only industrial scale processing plant on the gold bearing Ilesha Schist Belt as well as having longstanding relationships built within country.
In addition, Thor has an interest in an early stage exploration asset in Senegal and is in the process of applying for exploration licences in Burkina Faso.
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| DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): |
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| Number of securities to be admitted: 623,070,509 common shares (via Depositary Interests through CREST) of no par value. Treasury shares: 0 There are no restrictions as to transfer of the securities.
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| CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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| No capital to be raised.
Expected market capitalisation: £127m
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| 28.88%
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| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED: |
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| Thor has an existing listing on the TSX Venture Exchange ("TSX-V") in Canada which it will retain following Admission to AIM.
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| FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): |
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| Olusegun ("Segun") Adeyemi Lawson (Chief Executive Officer and Director)
Adrian John Geoffrey Coates (Independent Non-Executive Chairman)
Chief Kayode Victor Aderinokun (Non-Executive Director)
Folorunso ("Folli") Dada Adeoye (Non-Executive Director)
Julian Fraser Harvey Barnes (Independent Non-Executive Director)
Collin Ellison (Independent Non-Executive Director)
Osamede ("Osam") Iyahen (Non-Executive Director)
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| FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): |
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1) Adbro Ltd is an entity owned by Folorunso Adeoye, a Director of the Company 2) Sparkrod Ltd is an entity owned by Kayode Aderinokun, a Director of the Company
Note: under the securities laws of Canada, persons that beneficially own, control, or have direction over, securities of the Company carrying more than 10% of the voting rights attached to all the Company's outstanding voting securities, must file reports disclosing a change in such person's ownership, control of or direction over such securities. While the Company, on 30 April 2021, amended its Articles of Incorporation to require shareholders (other than a depositary) to notify the Company (i) if they have a direct or indirect holding of 3% or more in any class of the Company's shares (excluding treasury shares) and (ii) of any changes to such holding which amount to an increase or decrease through any single percentage, it has not yet received communication from shareholders to amend their disclosure. As such, the Company may not have accurate information regarding the beneficial shareholders.
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| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
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No persons to be disclosed in accordance with Schedule 2, Paragraph (H) of the AIM Rules.
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| (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: |
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| (i) 31 December (ii) 31 December 2020 (iii) 30 September 2021 (unaudited interim financial information for six months ending 30 June 2021); 30 June 2022 (audited financial information for the year ended 31 December 2021); 30 September 2022 (unaudited interim financial information for six months ending 30 June 2022)
As an existing TSX-V listed company, Thor prepares quarterly reports which are made available on its website and www.sedar.com in addition to the requirements of AIM Rules 18 and 19.
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| EXPECTED ADMISSION DATE: |
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| 22 June 2021
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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| Canaccord Genuity Limited 88 Wood Street London EC2V 7QR
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| NAME AND ADDRESS OF BROKER: |
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| Canaccord Genuity Limited 88 Wood Street London EC2V 7QR
H & P Advisory Limited 2 Park Street London W1K 2HX
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| OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: |
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| Electronic copies of the Admission Document will be available from the Company's website, https://www.thorexpl.com/, from Admission. The Admission Document will contain full details about the applicant and the admission of its securities.
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| THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY |
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| As a result of its listing on the TSX-V, the Company complies with Canadian corporate governance standards including NI 58-101 Disclosure of Corporate Governance Practices.
The Board of the Company further adheres to the ten Principles set out in the corporate governance guidelines for smaller quoted companies published by the Quoted Companies Alliance (the QCA Code). Explanation as to any non-compliance with these Principles will be disclosed on the Company's website pursuant to AIM Rule 26.
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| DATE OF NOTIFICATION: |
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| 9 June 2021
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| NEW/ UPDATE: |
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| New
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Schedule One - Thor Explorations LTD08:00:039 Jun 2021Capital structure2130B