Thor Mining PLC (THR.ASX.L) Notice of General Meeting and Issue of Equity

Thor Mining PLC (“Thor” or “the Company”) (AIM, ASX: THR) has today posted the notice of the General Meeting to be held at the office of Thor Mining, 58 Galway Avenue, Marleston, South Australia on 20 October 2020 at 5.00 p.m. (Australian Central Daylight Time) (the “General Meeting”).

The difficulties with air transport, the need for quarantine and allied matters means that the general meeting will be held in Australia with only two directors or senior employees present each of whom is either a shareholder, or a proxy, or a corporate representative appointed by a shareholder. No other shareholder, proxy or corporate representative should attend the general meeting in person. The attendance by a shareholder (other than the ones specifically required to form the quorum for that meeting) is not essential.

All resolutions of the general meeting will be decided on a poll. Shareholders will still be able to vote in advance of the general meeting by proxy. To ensure that their vote counts, shareholders should only appoint the chairman of the general meeting to act as their proxy.

Should changes with regard to the impact of Covid-19 be announced by either government before the general meeting, the directors will consider those changes and the impact on the proposed general meeting. Any proposed changes will be announced on the website.

The purpose of the General Meeting is to consider, and if thought fit, pass the resolutions contained in the notice of meeting.

Resolutions 1 and 2 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders. Resolution 1 is a requirement under English company law where the Company wishes to allot new securities; resolution 2 is a requirement under English company law where the Company wishes to do so for cash without first offering those securities on a pro rata basis to existing shareholders.

Resolutions 3 to 7 inclusive relate to a £1,065,000 placement, announced on 15 September 2020. Each resolution is detailed further below:

· Resolution 3 seeks shareholder approval to ratify, under ASX Listing Rule 7.4, the issue of 123,750,000 ordinary shares and 61,875,000 unlisted warrants (Tranche 1 Placement Securities) that were previously issued within the Company’s placement capacity under ASX Listing Rule 7.1, on 28 September 2020. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company’s placement capacity under ASX Listing Rule 7.1.

· Resolution 4 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of 25,500,000 Ordinary Shares and 12,750,000 unlisted warrants. The Ordinary Shares and warrants are proposed to be issued on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3).

· Resolution 5 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of 25,000,000 Ordinary Shares and 12,500,000 unlisted warrants to existing Shareholder Metal Tiger PLC. The Ordinary Shares and warrants are proposed to be issued on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3).

· Resolution 6 seeks shareholder approval, for the purposes of ASX Listing Rule 10.11, for the issue of 2,500,000 Ordinary Shares and 1,250,000 unlisted warrants to Mr Billing. The proposed issue of these securities are on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3). However, ASX Listing Rules requires separate shareholder approval for the issue of these securities, as Mr Billing is a Director and, therefore a Related Party of the Company.

· Resolution 7 seeks shareholder approval, for the purposes of ASX Listing Rule 10.11, for the issue of 833,333 Ordinary Shares and 416,667 unlisted Options to Mark McGeough. The proposed issue of these securities are on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3). However, ASX Listing Rules requires separate shareholder approval for the issue of these securities, as Mr McGeough is a Director and, therefore a Related Party of the Company.

The terms of the Options referred to in each of Resolutions 3 to 7 inclusive, all have an exercise price of £0.01 (1 penny) and an expiry date two years from the date of issue.

Resolution 8 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue of 4,000,000 unlisted warrants to a company providing investor relations services to Thor, as part consideration for the services being provided. The proposed warrants have an exercise price of £0.0054 (0.54 pence) and expire three years from the date of issue.

A copy of the Notice of the General Meeting will also be available on the Company’s website, http://www.thormining.com/

Settlement and dealings

Application will be made to the AIM Market of the London Stock Exchange (“AIM”) for a total of 53,833,333 new Ordinary Shares, pursuant to the Conditional Placing, which will rank pari passu with the Company’s existing issued Ordinary Shares, to be admitted to trading. Dealings on AIM are expected to commence at 8:00am on or around 23 October 2020 (“Admission”).

Total Voting Rights

For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTRs”), following Admission of the Initial Placing ordinary shares, Thor will have 1,493,204,800 Ordinary Shares in issue with voting rights attached. Thor holds no shares in treasury. This figure of 1,493,204,800 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the ASX Listing Rules or the DTRs.

Update on the Company’s activities are regularly posted on Thor’s website https://www.thormining.com/ which includes a facility to register to receive these updates by email, and on the Company’s Twitter page @ThorMining.

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