/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
Shares Outstanding: 272,197,227
TSXV: THX
VANCOUVER, Aug. 19, 2016 /CNW/ -
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. (TSXV: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. (TSXV: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).
THOR EXPLORATIONS LTD.
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.
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Cautionary Note
Regarding Forward-Looking Statements
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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.
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SOURCE Thor Explorations Ltd.