Mr. Segun Lawson reports
THOR ANNOUNCES CLOSING OF ACQUISITION OF SEGILOLA GOLD PROJECT AND PRIVATE PLACEMENT FINANCING
Thor Explorations Ltd. has closed the transactions contemplated in its previously announced agreements for the acquisition of a 100-per-cent interest in the Segilola gold project located in Osun state, Nigeria, through the acquisition of Segilola Resources Operating Ltd. from Tropical Mines Ltd. and Delano Gold Mining Industries Ltd., and through the acquisition of its joint venture partner, Segilola Gold Ltd., from Ratel Group Ltd., a wholly owned subsidiary of RTG Mining Inc.
Highlights
Acquisition:
- Transformational acquisition complete -- Thor has acquired 100 per cent of Segilola gold project with an indicated mineral resource estimate of 555,000 ounces of gold at 3.8 grams per tonne;
- 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 the last two private placements);
- Initial work program financed.
The Segilola gold project
The company believes that the Segilola gold project, which is located in Osun state of Nigeria, approximately 120 kilometres northeast of Lagos, is the most-advanced gold exploration project in Nigeria. The property comprises mining licence ML41 and exploration licence EL19066. ML41 covers an area of (17.2 square kilometres or 1,720 hectares) and is wholly contained within the larger EL19066 covering an area of 135 cadastral units (27 square kilometres or 2,700 hectares).
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 tonne (at a cut-off grade of one gram per tonne Au and applying a top cut of 50 grams per tonne Au). The resources estimate was carried out by Odessa Resources Pty. Ltd, an independent geological and resource consultancy based in Western Australia, according to National Instrument 43-101 guidelines. An NI 43-101 technical report titled, "Updated resource estimate for the Segilola gold deposit, Osun state, Nigeria, for Thor Explorations," dated Feb. 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 per cent of the shares of SROL in consideration for:
- A cash payment of $1.3-million (U.S.);
- The issue of 103,857,388 common shares of the company (being the number of shares that was equal to 40.68 per cent 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-per-cent net smelter return royalty to TML with a maximum royalty payable of $4-million (U.S.);
- Postclosing payments to the shareholders of SROL in the aggregate amount of $545,000 (U.S.) 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 per cent of the shares of SGL in consideration for:
- A cash payment of $1.45-million;
- The issue to Ratel of 16,893,913 common shares of the company (being the number of shares having a value of $1.5-million (U.S.) using an issue price of 11.5 cents per share) and the U.S.-dollar/Canadian-dollar Bank of Canada non-exchange rate in effect on June 24, 2016);
- The grant of a 1.5-per-cent net smelter return royalty to Ratel with a maximum royalty payable of $3.5-million;
- A postclosing payment to Ratel of $50,000 (U.S.) 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;
- A postclosing payment to Ratel of $2-million (U.S.) 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 $4,647,864 through the issuance of 40,416,204 common shares of the company at an issue price of 11.5 cents per share. In connection with the private placement, the company paid finders' fees comprising $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 finance 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 on Dec. 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 and chief executive officer 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 50 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
Alfred Gillman (FAusIMM, CP), a qualified person under National Instrument 43-101, has reviewed and approved the contents of this news release.
About Thor
In addition to the Segilola project, Thor Explorations holds a 70-per-cent interest in the Douta gold project located in southeastern Senegal within the Kenieba inlier. Thor also holds a 100-per-cent interest in the Ouere, Bongui and Legue gold permits located in Hounde greenstone belt, southwest Burkina Faso, which are being advanced through an earn-in agreement with Acacia Mining PLC.
Thor has filed an updated NI 43-101 relating to the acquisition on SEDAR and uploaded an updated presentation to its website.
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