Notice of General Meeting & Proxy Form

Dear Shareholder

Thor Energy PLC ("Thor" or "the Company") is pleased to invite you to its general meeting to be held at the office of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR on 23 August 2023 at 10 a.m. (British Summer Time). The purpose of the General Meeting is to consider, and if thought fit passing the resolutions contained in the notice.

Resolution 1 seeks shareholder approval for a share consolidation. The Company has a large number of Shares on issue, which is disproportionate relative to the Company’s peers. In addition, for shares of low denominations, small absolute movements in the share price can represent large percentage movements resulting in volatility and the bid-offer spread on shares priced at low absolute levels can be disproportionate to the share price and therefore to the detriment of Shareholders. For these reasons, the Board is of the view that it would benefit the Company and Shareholders to reduce the number of Existing Ordinary Shares in issue with a resulting adjustment in the market price of such shares, by consolidating the Existing Ordinary Shares on the basis of 1 New Ordinary Share of £0.001 for every 10 Existing Ordinary Shares of £0.0001 each. The share consolidation is proposed to be effective for the commencement of ASX and AIM trading on 31 August 2023.

Resolution 2 seeks shareholder approval for the purposes of ASX Listing Rule 7.1 to the issue and allotment of Ordinary Shares and accompanying Options to Spencer Metals Pty Ltd, as consideration for the completion of the acquisition of 29% interest in a portion of exploration licences, located in South Australia, which together with 51% acquired in 2021, will take the total interest to 80%. The option for Thor to acquire the additional 29% interest arises once Thor has incurred additional exploration expenditure of $750,000.
Resolutions 3 to 5 inclusive, seek shareholder approval for the purposes of ASX Listing Rule 10.11, for the issue of Performance Shares to each of the Directors. ASX Listing Rules requires shareholder approvals for the issue of these securities, as Directors are considered a Related Party of the Company for ASX Listing Rule purposes.

Thor’s Directors believe that all of the resolutions are in the best interests of the Company and recommend that shareholders vote in favour of the resolutions at the General Meeting.

The Notes to the Notice of General Meeting contain further details explaining the resolutions.

Yours faithfully

Alastair Clayton
Non-Executive Chairman