Notice of Annual General Meeting

Thor Energy PLC (“Thor” or “the Company”) is pleased to invite you to its Annual General Meeting to be held at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR on 29 November 2023 at 10 a.m. (Greenwich Mean Time).

The purpose of the Annual General Meeting is to consider, and if thought fit, pass the Resolutions contained in the notice. In addition to the usual Resolutions which are considered at an Annual General Meeting, I would like to draw your attention to Resolutions 4 - 10.

Resolutions 4 and 9 provide the Directors with appropriate authorities, respectively, to issue shares and disapply pre-emption rights for existing shareholders and it is the normal procedure for such authority to be renewed at the Annual General Meeting. Resolution 4 is a requirement under English company law where the Company wishes to allot new relevant securities. Resolution 9 is a requirement under English company law where the Company wishes to do so for cash without first offering those securities on a pro-rata basis to existing shareholders. Resolution 9 is a Special Resolution.

Resolution 10 seeks the approval from shareholders of a 10% Placement Facility. ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital in accordance with the terms set out in Resolution 10 (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. At this Annual General Meeting, the Company is seeking shareholder approval by way of a Special Resolution to have the ability to issue additional equity securities under the 10% Placement Facility.

Resolution 5 seeks shareholder approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of 4,200,000 Ordinary Shares to the former shareholders of American Vanadium Pty Ltd. Thor acquired American Vanadium Pty Ltd on 10 September 2020, with the acquisition agreement providing for three subsequent payments, in the form of Thor Ordinary Shares, following the achievement of agreed milestones. The second such payment of $252,000, in the form of 4,200,000 Ordinary Shares, is due upon drilling ore grade intercepts from at least three holes from any deposits within the exploration licences, located in Colorado and Utah, US, at a product of grade and thickness of >=0.4%U3O8, or equivalent (Uranium Milestone Payment). At the time of preparing this Notice of Annual General Meeting, Thor is undertaking a drilling campaign (refer to AIM announcement: 18 October 2023 and ASX announcement: 19 October 2023). Resolution 5 allows for the eventuality that the requirement for the Uranium Milestone Payment is achieved in this drill campaign.

Resolution 8 seeks shareholder approval for the adoption of an Employee Share Option Plan which allows eligible persons (employees and contractors) to be offered the opportunity to receive options to assist in the attraction, retention, and motivation of staff. The Directors consider that options are a cost-effective and 3 efficient means of incentivising employees. Exception 13 of ASX Listing Rule 7.2 provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if within three years before the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to Listing Rule 7.1. In order for future issues of securities made under the Employee Share Option Plan and within the three-year period from the date of the passing of Resolution 8 to come within Exception 13 of ASX Listing Rule 7.2, the Company is seeking Shareholder approval for such issues of securities.

Resolutions 6 and 7 seek shareholder approval to ratify the issue of Equity Securities and Options that were previously issued within the Company’s placement capacity under ASX Listing Rules 7.1 and 7.1A. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company’s placement capacity under ASX Listing Rule 7.1.

Thor’s Directors believe that all the Resolutions are in the best interests of the Company and recommend that shareholders vote in favour of the Resolutions at the Annual General Meeting, as the Directors intend to do in respect of their own holdings of Ordinary Shares (to the extent they are not excluded from voting).

Yours faithfully
Alastair Clayton
Chairman