TIDMTHR
RNS Number : 0967I
Thor Mining PLC
14 June 2017
14 June 2017
THOR MINING PLC
AGREEMENT TO ACQUIRE 25% OF US LITHIUM PTY LIMITED
OPTION AGREEMENT TO ACQUIRE REMAINING 75%
The Board of Thor Mining Plc ("Thor" or the "Company") (AIM,
ASX:THR) is pleased to announce it has agreed to acquire 25% of US
Lithium Pty Limited ("USL"), a private Australian company with
interests in lithium focused projects in Arizona and New Mexico, in
the United States of America. It has also entered into an agreement
which gives it the option to acquire a further 75% of USL for a
period of 45 business days.
Highlights:
- Thor Mining to expand its commodity project portfolio in North
America into the lithium sector, complementing its tungsten
interests in Nevada;
- Binding Sale and Purchase Agreement ("SPA") signed today to
acquire 25% of the issued share capital of USL from Pembridge
Resources plc (LON: PERE) ("Pembridge") for US$75,000
(approximately GBP58,845) in cash;
- Thor to also provide A$50,000 (GBP29,564) to USL to cover
operational costs during the next three months; and
- Separately, a 45 business day First Right of Refusal Agreement
("Option Agreement") signed to acquire the remaining 75% of USL
through the issue of 52,777,777 ordinary shares of 0.01p each in
the capital of Thor ("Ordinary Shares") at a deemed price of 0.90p
per Ordinary Share (for a total share consideration value of
GBP475,000).
Mick Billing, Chairman of Thor Mining plc, commented: "We are
delighted to have secured a stake in these exciting US-based
lithium properties. Lithium is a key ingredient in the lithium-ion
batteries that power billions of smartphones, laptops and,
increasingly, electric cars. Analysts at Morningstar expect lithium
demand to rise 16 per cent a year from 175,000 tonnes in 2015 to
775,000 tonnes by 2025, the fastest increase of any significant
commodity over the past century (source: Financial Times,
6/1/17).
"The acquisition of lithium interests in the United States is
particularly exciting for Thor. The lithium projects are well
positioned geographically and offer, we believe, significant upside
value potential should the work on the ground continue to
demonstrate the type of success achieved to date.
"Moreover, as a strategic metal, the lithium interests sit well
alongside the Company's other interests in the United States,
namely the Pilot Mountain project in Nevada, the Company's 100%
owned flagship tungsten-silver-copper project.
"The Company expects to provide a further technical update
shortly in respect of the lithium interests held by USL, in which
Thor will hold an initial 25% stake on completion. We will also
update the market with regard to the progress of our project review
work during the option period with a view to Thor exercising the
right to acquire the remaining 75% of USL's share capital, taking
its overall interest to 100%.
"As investors may expect, there can be no certainty that Thor
will exercise this option.
"We look forward to updating the market shortly."
Further details of the transaction
Acquisition of 25% of USL
A binding SPA has been signed by the Company to acquire 25% of
the issued share capital of US Lithium Pty Limited ("USL") from
Pembridge Resources plc for US$75,000 (approximately GBP58,845) in
cash payable on completion. This payment will be made from Thor's
existing cash resources.
The SPA specifies that should Thor achieve a sale of its 25%
interest within 12 months of the SPA, then Thor will be obliged to
pay to Pembridge 10% of any disposal proceeds. Should Thor achieve
as sale of its 25% interest after 12 months but before 24 months
from the date of the SPA, Thor will be obliged to pay to Pembridge
5% of any disposal proceeds.
If the disposal proceeds achieved by Thor in respect of the 25%
acquired exceeds US$13,000,000 during the period of 24 months from
the date of the SPA, the above percentages of the proceeds to be
paid to Pembridge will be increased to 20% and 10%
respectively.
As part of the acquisition, Thor has agreed to pay A$50,000
(approximately GBP29,564) to USL to cover operational costs
incurred over the next three months.
Option to acquire a further 75% of USL
Thor has also signed an Option Agreement wherein the Company
can, should it so choose, acquire the remaining 75% of USL through
the issue of 52,777,777 Ordinary Shares in the Company to the
shareholders of USL at a deemed price of 0.90p (representing share
consideration of GBP475,000). There is no cash consideration
payable.
The option period lasts for 45 business days from today and
during that period Thor will be actively engaged with USL in
standard due diligence enquiries, on-site project review and
strategic and operational planning.
Should Thor exercise its option, a current director of USL will
join the Thor Board as a Non-Executive Director and Thor will
utilise the existing in-country team including an experienced
exploration geologist and project manager already based in the
USA.
US Lithium Pty Limited ("USL")
USL is an Australian private limited company which has a 100%
owned subsidiary company, registered in the United States of
America ("USA"), that holds 100% of four exploration properties;
three in the State of Arizona and one in the State of New Mexico.
USL's primary asset is the Big Sandy project, which comprises 112
Federal claims each of approximately 20 acres in size. A 2017
exploration program was concluded with 231 hand dug channel
samples, with some promising lithium grades discovered, averaging
786 ppm lithium with a range of 19 ppm to 2,930 ppm lithium.
In USL's unaudited management accounts for the period ended 31
December 2016, USL generated a loss of US$2,984 and had net assets
at that date of US$230,022.
Further information in respect of the USL lithium projects will
be provided in a separate release shortly.
Enquiries:
Mick Billing +61 (8) 7324 1935 Thor Mining PLC Executive Chairman
Ray Ridge +61 (8) 7324 1935 Thor Mining PLC CFO/Company
Secretary
Colin Aaronson/ +44 (0) 207 383 Grant Thornton UK Nominated Adviser
Daniel Bush/ 5100 LLP
Richard Tonthat
Elliot Hance +44 (0) 207382 Beaufort Securities Joint Broker
8300 Limited
Nick Emerson / +44 (0) 1483 413 SI Capital Ltd Joint Broker
Andy Thacker 500
Tim Blythe/ Camilla +44 (0) 207 138 Blytheweigh Financial PR
Horsfall 3222
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.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQUSVURBWANAAR
(END) Dow Jones Newswires
June 14, 2017 09:30 ET (13:30 GMT)
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