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Transformational Acquisition – Thor to acquire 100% of Segilola Gold Project with an indicated mineral resource
estimate of 555,000 ounces of gold at 3.8 g/t
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Considered the most advanced gold project in Nigeria
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Project has significant exploration upside potential and near term production potentialThank you for reading this post, don't forget to subscribe!
Thor Explorations Ltd. is pleased to announce it has closed its previously announced private placement with Sprott Capital Partners, a division of Sprott Private Wealth LP, as lead agent, which, together with a syndicate of agents (collectively, the “Agents”), for 44,453,335 units of the Company at a price of $0.18 per unit (the “Offering”). Each unit consists of one common share of the Company and one common share purchase warrant (a”Warrant”). Each Warrant entitles the holder to purchase a common share of the Company at a price of $0.28 for a period of thirty-six (36) months. The aggregate gross proceeds of the Offering totalled $8.0 million.
The Agents received a cash commission on the sale of the Offering of $357,792, plus $30,000 as an advisory fee. The Agent also received 1,497,867 broker warrants plus 166,667 broker warrants as an advisory fee, each broker warrant being exercisable for a common share at C$0.18 for a period of two years from the date of closing. However, if at any time after four months and one day after August 31, 2018 the Common Shares trade on the TSX Venture Exchange (the “TSX-V”) at a closing price equal to or greater than $0.36 for a period of twenty (20) consecutive trading days, the Company may exercise a right to accelerate the expiry date of the Warrants and/or broker warrants by giving notice to the holders of the Warrants and, with respect to the broker warrants, the Agent within five trading days after such event that the Warrants and/or broker warrants shall expire (30) days from the date of such notice.
The net proceeds of the Offering shall be used primarily for the completion of DFS workstreams and further exploration on the Company’s Segilola Gold Project in Nigeria and the balance shall be used for exploration activities on the Company’s Douta Project in Senegal and for working capital purposes.
The Offering is subject to the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange. All securities issued in connection with the Offering are subject to a statutory four-month hold period.
All securities issued in connection with the Offering are subject to a statutory four-month hold period, which shall expire on January 1, 2019.
Segun Lawson, President & CEO, stated “This is a significant milestone for Thor, being our largest equity placement to date. This is a real endorsement of the quality of Thor’s projects. The Segilola Definitive Feasibility Study and proposed exploration programs are fully funded.”
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 of 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.
The Acquisition
Under the terms of a share purchase agreement among the Company, TML and Delano, the Company will acquire 100% of the shares of SROL in consideration for:
a cash payment of US$1,600,000 payable on closing;
the issue of such number of common shares as is 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 and Delano 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$245,000 within five business days of the Company making a decision to put the Segilola Gold Project into commercial production.
Under the terms of a share purchase agreement among the Company, Ratel and RTG, the Company will acquire 100% of the shares of SGL in consideration for:
a cash payment of US$1,500,000 payable on closing;
the issue to Ratel of common shares of the Company having a value of US$1,500,000 using an issue price of CAD$0.115 per share;
the grant of a 1.5% net smelter return royalty to Ratel with a maximum royalty payable of US$3,500,000; 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./li>
Private Placement
In connection with the acquisition of the Segilola Gold Project, the Company intends to complete a non-brokered private placement for gross proceeds of up to CAD$6,000,000 through the issuance of common shares of the Company at an issue price of CAD$0.115 per share.
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.
The private placement is integral to the acquisition and therefore the Company will be relying on the ‘part and parcel pricing’ exemption allowed by the TSX Venture Exchange.
Change to Board of Directors of the Company
As part of its agreement relating to the acquisition of SROL, the Company has agreed that following closing, the board of directors of Thor shall consist of five board members, including two nominees of SROL.
Approvals
The acquisition of the Segilola Gold Project and the private placement are subject to certain conditions, including the approval of the TSX Venture Exchange. All securities issued as part of the acquisition and the private placement will be subject to a hold period of four months from the date of issuance of the securities.
Operational update on Farm-out Agreement with Acacia Mining (“Acacia”)
The Central Houndé Project covers three exploration licences covering a total area of 474km2 over the Houndé Belt. In April 2015 Thor entered into an Option and Farm-out Agreement with Acacia where by Acacia was to spend a minimum of US$500,000 within a twelve month period prior to deciding to Earn-in.
Thor is pleased to announce that Acacia exercised its option and will now further spend a minimum of US$1 million to earn a 51% interest in the project. Work completed in the Option Period focused on historical data collection, collation and interpretation, acquisition of worldview imagery, geological and regolith mapping and complete surface geochemical sampling programs (800m x 100m – 2676 soil/termite/rock/quarts lag samples all analysed for Au).
This work has resulted in the definition of a number of targets considered worthy of follow-up by Acacia.
Segun Lawson, President & CEO of Thor commented:
“We are pleased to have entered into exclusive agreements to wholly acquire the Segilola Gold Project from RTG Mining Inc and SROL. The Segilola Gold Project is a high grade project with significant value we believe we are well positioned to unlock. This acquisition is transformational for Thor, which has to date been focused on developing its earlier stage project. We are excited by the prospect of developing this project in Nigeria.”
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 Senegal and Burkina Faso. 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 Bongui and Legue gold permits located in Houndé greenstone belt, south west Burkina Faso. Thor trades on the TSX Venture Exchange under the symbol “THX”.