Thor Announces Closing of Acquisition of Segilola Gold Project and Private Placement Financing
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 19, 2016) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
Highlights
Acquisition
- Transformational Acquisition Complete - Thor has acquired 100% of Segilola Gold Project with an indicated mineral resource estimate of 555,000 ounces of gold at 3.8 g/t
- Considered the most advanced gold project in Nigeria
- Project has significant exploration upside potential and near term production potential
- Private Placement of $4,647,864 closed (total raised for acquisition and working capital is $5,054,976 over last two private placements).
- Initial work program funded
Thor Explorations Ltd. (TSX VENTURE:THX) ("Thor" or the "Company") is pleased to announce the closing of the transactions contemplated in its previously announced agreements for the acquisition of a 100% interest in the Segilola gold project located in Osun State, Nigeria (the "Segilola Gold Project") through the acquisition of Segilola Resources Operating Limited ("SROL") from Tropical Mines Limited ("TML") and Delano Gold Mining Industries Limited ("Delano") and through the acquisition of its joint venture partner Segilola Gold Limited ("SGL") from Ratel Group Limited ("Ratel"), a wholly owned subsidiary of RTG Mining Inc. (TSX VENTURE:RTG) ("RTG").
The Segilola Gold Project
The Company believes that the Segilola Gold Project, which is located in Osun State of Nigeria, approximately 120km northeast of Lagos, is the most advanced gold exploration project in Nigeria. The property comprises mining license ML41 and exploration license EL19066. ML41 covers an area of (17.2km2; 1,720ha) and is wholly contained within the larger EL19066 covering an area of 135 Cadastral Units (27.0km2; 2,700ha).
The Segilola Gold Project comprises a proposed open pit gold mining project based on an indicated mineral resource defined by a comprehensive drilling program including 157 drill holes totalling over 12,200 metres to define 555,000 ounces of gold at an average grade of 3.8 grams per ton (at a cut-off grade of 1.0 g/tAu and applying a top cut of 50g/tAu). The resources estimate was carried out by Odessa Resources Pty Ltd, an independent geological and resource consultancy based in Western Australia, according to NI 43-101 guidelines. A NI 43-101 technical report titled "Updated Resource Estimate for the Segilola Gold Deposit, Osun State, Nigeria for Thor Explorations Ltd.", dated February 25, 2016 has been filed by the Company on SEDAR.
The Acquisition
Pursuant to the terms of the share purchase agreement among the Company, TML and Delano, the Company acquired 100% of the shares of SROL in consideration for:
- a cash payment of US$1,300,000;
- the issue of 103,857,388 common shares of the Company (being the number of shares that was equal to 40.68% of the shares of Thor, after giving effect to the issuance of shares contemplated by the Private Placement (as defined below) but prior to the issuance of shares contemplated by the acquisition of SGL);
- the grant of an aggregate 1.5% net smelter return royalty to TML with a maximum royalty payable of US$4,000,000; and
- post-closing payments to the shareholders of SROL in the aggregate amount of US$545,000 within five business days of the Company making a decision to put the Segilola Gold Project into commercial production.
Pursuant to the terms of the share purchase agreement among the Company, Ratel and RTG, the Company acquired 100% of the shares of SGL in consideration for:
- a cash payment of US$1,450,000;
- the issue to Ratel of 16,893,913 common shares of the Company (being the number of shares having a value of US$1,500,000, using an issue price of CAD$0.115 per share) and the US$/CDN$ Bank of Canada non exchange rate in effect on June 24, 2016);
- the grant of a 1.5% net smelter return royalty to Ratel with a maximum royalty payable of US$3,500,000;
- a post-closing payment to Ratel of US$50,000 payable on the earlier of (a) two business days after Thor completes its next debt or equity financing; and (b) the date that is 12 months following closing; and
- a post-closing payment to Ratel of US$2,000,000 payable on the first to occur of (a) Thor completing a financing for the development of full scale mining of the Segilola Gold Project; and (b) the date that is 24 months following closing.
Private Placement
In connection with the acquisition of the Segilola Gold Project, the Company is also pleased to announce the completion of the related non-brokered private placement for gross proceeds of CAD$4,647,864 through the issuance of 40,416,204 common shares of the Company at an issue price of CAD$0.115 per share (the "Private Placement"). In connection with the Private Placement, the Company paid finder's fees comprised of $118,486 in cash and 428,386 common shares of the Company to third party finders.
Proceeds from the Private Placement will be used to finance the acquisition of the Segilola Gold Project and the Company's associated transaction costs, to fund the initial work program at the Segilola Gold Project, to advance the Company's exploration project and for working capital purposes.
All securities issued as part of the acquisition and the Private Placement will be subject to a four month hold period in accordance with applicable Canadian securities laws, expiring December 19, 2016.
Change to Board of Directors of the Company
As part of its agreement relating to the acquisition of SROL, two nominees of SROL, Folorunso "Folli" Adeoye and Kayode Aderinokun, have been appointed to the board of directors of the Company.
Segun Lawson, President & CEO of Thor commented:
"The Segilola Gold Project is now Thor's flagship project and has the potential to be a landmark project in the Nigerian Mining Sector. Its acquisition is also transformational for Thor, providing Thor with an excellent opportunity to develop and grow an existing high-grade resource with potential to fast track production. The acquisition is a material change in Thor's portfolio of gold exploration and development assets. Thor's immediate priority is to update the resource statement for which there is strong rationale for significant upside.
Thor is also pleased to have strengthened its board through the appointment of Kayode Aderinokun and Folli Adeoye to its board. Together they bring over fifty years experience of successfully doing business in Nigeria.
We look forward to near term future where our main aim is to add shareholder value through the development of this project."
Qualified Person
Mr Alfred Gillman (F.AusIMM, CP), a Qualified Person under National Instrument 43-101, has reviewed and approved the contents of this news release.
About Thor
Thor Explorations Ltd. is a Canadian mineral exploration company engaged in the acquisition, exploration and development of mineral properties located in Nigeria, Senegal and Burkina Faso. In addition to the Segilola Project, Thor holds a 70% interest in the Douta Gold Project located in south-eastern Senegal. The Douta Gold Project lies within the Kéniéba Inlier which hosts significant gold resources and has attracted major international mining companies. Thor also holds a 100% interest in the Ouéré, Bongui and Legue gold permits located in Houndé greenstone belt, south west Burkina Faso which are being advanced through an Earn-In Agreement with Acacia Mining plc Thor trades on the TSX Venture Exchange under the symbol "THX".
Thor has filed an updated NI43-101 relating to the acquisition on SEDAR and uploaded an updated presentation to its website (www.thorexpl.com).
Per: "Segun Lawson"
President & CEO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to purchase securities. The securities to be offered in the offering have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the benefit or account of, a U.S. person, except pursuant to an available exemption from such registration requirements.
Cautionary Note Regarding Forward-Looking Statements
Except for the statements of historical fact contained herein, the information presented constitutes "forward looking statements" within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. Such forward-looking statements, including but not limited to the acquisition of the Segilola Gold Project and the use of the proceeds of the private placement. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release and accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time.
Shares Outstanding: 272,197,227
Contact
Thor Explorations Ltd.
Tel: 778-373-0102
Tel (UK) +44 203 053 9311
Fax: 604-434-1487
Email: info@thorexpl.com