7 November 2017

THOR MINING PLC

NOTICE OF ANNUAL GENERAL MEETING

Thor Mining PLC ("Thor" or "the Company") (AIM, ASX: THR) has today posted the notice of the Annual General Meeting to be held at 10am on 29 November 2017 at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU (the "Annual General Meeting").

In addition to the usual resolutions which are considered at an Annual General Meeting, shareholders will be asked to consider the following resolutions.

As announced on 20 October 2017, the Company raised a total of UK£ £235,789, before expenses, through the placing of 29,473,686 ordinary shares of 0.01 pence each in the capital of the Company ("Ordinary Shares") at a price of £0.008 each, with the Ordinary Shares being issued 3 November 2017 ("Tranche 1 Placing and Subscription").  The placees were identified by the Company's joint sponsoring broker SI Capital Ltd and to existing shareholders identified by the Board. Under the Tranche 1 Placing and Subscription, subscribers for the Ordinary Shares will also be granted one free attaching warrant for every Ordinary Share subscribed for, which entitles the holder to subscribe for further Ordinary Shares at a price of £0.012 per Ordinary Share, valid for a period of 12 months from the date of issue.  The Ordinary Shares issued as part of the Tranche 1 Placing and Subscription was issued within the Company's placement capacity under ASX Listing Rules 7.1 and 7.1A, and will be ratified under ASX Listing Rule 7.4. This has the effect of refreshing the Company's placement capacity under ASX Listing Rules 7.1 and 7.1A for which approval is being sought under resolution 9.

As also announced on 20 October 2017, the Company has agreed to issue a further 35,026,314 Ordinary Shares raising £280,211 before expenses (Tranche 2 Placing and Subscription) on the same terms as the Trance 1 Placing and Subscription. Under the Tranche 2 Placing and Subscription, subscribers for the Ordinary Shares will also be granted one free attaching warrant for every Ordinary Share subscribed for, which entitles the holder to subscribe for further Ordinary Shares at a price of £0.012 per Ordinary Share, valid for a period of 12 months from the date of issue. The issue of Ordinary Shares under the Trance 2 Placing and Subscription is subject to shareholder approval, now being sought at this Meeting under resolution 10.

In addition, two Directors, Messrs Billing and Johnson have each agreed to participate in the placement on the same terms and conditions as the Tranche 2 Placing and Subscription.  Approval from shareholders is required under ASX Listing Rule 10.11 to enable related parties of the Company to participate in the placement and these approvals are sought under resolutions 7 for the issue of 3,000,000 ordinary shares and 3,000,000 warrants to Mr Billing and under Resolution 8 for the issue of 3,125,000 ordinary shares and 3,125,000 warrants to Mr Johnson. Finally, Resolution 11 seeks approval for the issue and allotment by the Company of up to 3,531,250 warrants to the Company's joint sponsoring broker SI Capital Ltd ("Broker Warrants") as remuneration in lieu of commissions and fees relating to the Tranche 1 Placing and Subscription and the Tranche 2 Placing and Subscription. The Broker Warrants entitles the holder to subscribe for further Ordinary Shares at a price of £0.012 per Ordinary Share, valid for a period of 12 months from the date of issue.

Resolution 5 concerns the adoption of an Employee Share Option Plan which allows eligible persons (employees and directors of Thor) to be offered the opportunity to receive options in order to assist in the attraction, retention and motivation of employees. The Directors consider that options are a cost effective and efficient means of incentivising employees. Exception 9(b) 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 3 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 5 to come within Exception 9(b) of ASX Listing Rule 7.2, the Company is seeking Shareholder approval for such issues of securities.

Resolution 13 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 13 (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 Meeting the Company is seeking shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility. 

Finally, resolutions 6, 12 and 14 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders and it is the normal procedure for such authority to be renewed at the Annual General Meeting. Resolutions 6, 12 and 14 are a requirement under English company law where the Company wishes to allot new relevant securities. 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 Annual General Meeting, as the directors intend to do in respect of their own holdings of 60,066,819 ordinary shares, representing 13.24 per cent of the Company's issued share capital (to the extent they are not excluded from voting). 

A copy of the Notice of Annual General Meeting is also available on the Company's website, http://www.thormining.com/.

Enquiries:

Updates on the Company's activities are regularly posted on Thor's website www.thormining.com, which includes a facility to register to receive these updates by email, and on the Company's twitter page @ThorMining.