Thor Energy plc (LON:THR, ASX: THR, OTCQB: THORF) has announced the signing of a Term Sheet regarding the sale of a 75% interest in its US subsidiaries that hold its non-core US uranium and vanadium projects in Colorado and Utah in the United States to London-listed Metals One PLC (LON:MET1).
Highlights:
· £100,000 cash exclusivity payment payable on signing of the TS.
· Subject to final due diligence and Board approval, Thor to be issued £1,000,000 in Met1 stock upon execution of a Sale and Purchase Agreement based upon a 15-day VWAP from the date of the TS.
· Met1 to be operator of the Projects whilst Thor to retain a 25% interest.
· 12-month exclusive option granted to Met1 to acquire the remaining 25% Thor interest at a future price to be mutually agreed and/or determined by an independent third-party valuation.
· Consolidates the proximal Thor and Met1 Colorado and Utah uranium projects under a single operational entity.
· On successful completion provides Thor with a potentially significant source of future, non-dilutionary funding to advance its HY-Range natural hydrogen and helium to drill decision in early 2026.
· Parties will now move to execute an SPA and examine future exploration activities.
Andrew Hume, Managing Director of Thor Energy, commented:
“I am delighted to announce today the Term Sheet executed with Metals One PLC, which is building a significant US uranium portfolio. We welcome Metals One’s in-country operational expertise to help drive these Projects forward, whilst we remain focused on our project portfolio and notably our HY-Range natural hydrogen and helium project in South Australia. I look forward to working with the management of Metals One PLC to help achieve our mutually beneficial exploration and development goals.”
Term Sheet
Thor Energy has signed a Term Sheet with Met1 whereby Met1 will acquire a 75% interest in the 100% owned subsidiary companies, Standard Minerals Inc. and Cisco Minerals Inc., that hold the rights to Thor Energy’s uranium claims in Colorado and Utah in the United States of America. An exclusivity fee of £100,000 is payable to Thor following the execution of this TS.
Upon completion of final due diligence and Board approval and an SPA, Met1 will issue to Thor Energy £1,000,000 worth of ordinary shares in Met1 using a share price to be calculated using a 15-day VWAP of Met1’s share price following the execution of this term sheet.
Thor has also entered into an agreement to grant Met1 an exclusive 12-month option to acquire the remaining 25% interest in Standard and Cisco that it does not currently own. The purchase price will be determined either through mutual agreement between the parties or via an independent third-party expert valuation.
The parties will immediately move to agree and execute a full SPA as soon as practicable, expected to be completed by 31 August 2025 (unless otherwise agreed in writing by Thor and Met1). The SPA will contain (amongst other terms and conditions) warranties and representations typical for a transaction of this type (including but not limited to in relation to the USA subsidiaries of Thor and the good standing and legal ownership of the Projects).
The proposed sale is subject to and conditional upon Met1 having conducted and being satisfied with legal, technical and financial due diligence on the USA subsidiaries of Thor and the Projects and all and any applicable and necessary consents, authorities or approvals required from any applicable statutory or quasi-statutory body regulating the mining industry in the USA consenting to the change of control of the Projects.
Corporate Focus on HY-Range
By way of background, Thor Energy has previously expended ~£1.6m (A$3.1m) on the exploration and development of its US-based uranium assets to date. However, in the most recent quarter, Thor did not undertake any exploration works as its focus has been on its HY-Range natural hydrogen and helium project in South Australia. The transaction represents a way by which Thor can monetise the value of its interest in these uranium projects, as well as any exploration upside through the retention of the shares in Met1.
