Thor Signs Investment Committee Approved Term Sheet FOR US$78 Million Financing with Africa Finance Corporation FOR the Construction of the Segilola GOLD Project
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NEWS RELEASE
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
DISTRIBUTION TO U.S. WIRE SERVICES
FOR IMMEDIATE RELEASE TSXV: THX
April 15th, 2019 Shares Outstanding: 370,682,965
Vancouver, British Columbia
THOR SIGNS INVESTMENT COMMITTEE APPROVED TERM SHEET FOR US$78 MILLION
FINANCING WITH AFRICA FINANCE CORPORATION FOR THE CONSTRUCTION OF THE
SEGILOLA GOLD PROJECT
Thor Explorations Ltd. (TSX VENTURE: THX) (“Thor” or the “Company”) is pleased to announce it has
received investment committee approval from and executed an agreed term sheet with the Africa Finance
Corporation (“AFC”) for a US$78 million financing package for the construction and ramp-up of its 100%
owned Segilola Gold Project in Nigeria (the “Segilola Project”). This follows the completion of the Project
Definitive Feasibility Study (“DFS”) announced on 4th February 2019.
The financing is subject to mutually satisfactory documentation, AFC Board approval, completion of due
diligence and other customary conditions precedent which are expected to be completed in May 2019.
Highlights
• Total funding of US$78 million
• US$54 million senior secured credit facility, a US$9 million gold stream prepayment and a US$15
million equity investment from AFC
• Introduction of a new strategic investor into Thor - AFC, a pan-African multilateral development
finance institution
• Thor to proceed with Turnkey Engineering Procurement and Construction (“EPC”) contract
finalisation and start of construction works with first production targeted within 18 months of EPC
commencement
For the Company to be fully funded to production, including financing costs, cost overrun capacity, general
corporate purposes and other exploration activities during the construction period, the Company will also be
seeking to raise an additional of US$18m from debt or equity sources.
Segun Lawson, President & CEO of Thor Explorations Ltd, stated:
"This is an extremely significant milestone for Thor and for the mining sector of Nigeria. Our DFS
demonstrated the robustness of the Segilola Gold Project and now we are pleased and looking forward to
partnering with AFC as both a lender and a long term shareholder of Thor. Our vision for the Segilola Project
is aligned and we look forward to successfully implementing this landmark project in Nigeria”
Senior secured credit facility (the “Facility”):
• Five year term from Financial Close
• 21 Month Moratorium after financial close on Principal
• Interest rate of LIBOR + 9.0%
• Issue of 17,602,941 ordinary shares Issued to AFC (subject to regulatory approvals)
• The Facility is secured against assets of Thor’s wholly owned subsidiary, Segilola Resources
Operating Limited (“SROL”) and is guaranteed by Thor until fulfilment of certain milestones
Gold Stream Agreement (the “Stream”)
• US$9 million deposit
• The Stream applies to 4.4% of gold production where the company will receive 30% of the
prevailing market price up to a maximum of 2.25x money multiple on the deposit amount
Offtake Agreement (the “Offtake”)
• Applies to 95.6% of gold production up to the maximum recoverable ounces at financial close
Equity Placement:
• AFC to purchase 99,750,000 of Thor’s ordinary shares through a placement at a purchase price of
$0.20 per share for $19,950,000 (US$15,000,000).
About Thor
Thor Explorations Ltd. is a Canadian mineral exploration company engaged in the acquisition, exploration and
development of mineral properties located in Nigeria, Senegal and Burkina Faso. Thor holds a 100% interest
in the Segilola Gold Project located in Osun State of Nigeria and a 70% interest in the Douta Gold Project
located in south-eastern Senegal. Thor also holds a 49% interest in the Bongui and Legue gold permits located
in Houndé greenstone belt, south west Burkina Faso. Thor trades on the TSX Venture Exchange under the
symbol “THX”.
About Africa Finance Corporation – www.africafc.org
Africa Finance Corporation (AFC), an investment-grade multilateral finance institution, was established in
2007 with an equity capital base of US$1billion, to be the catalyst for private -sector-led infrastructure
investment across Africa. AFC has a current balance sheet size of approximately US$4.5 billion and is the
second-highest investment-grade-rated multilateral financial institution in Africa with an A3 (Stable outlook)
rating from Moody's Investors Service. AFC invests in high quality infrastructure assets in Africa that provide
essential services in the core infrastructure sectors of power, natural resources, heavy industry, transport and
telecommunications. To date, the Corporation has invested approximately US$4.5 billion in projects within 28
countries.
The Segilola Gold Project
The Segilola Gold Project is considered the most advanced gold project in Nigeria. Thor recently completed
a DFS on the Segilola Open Pit Reserve and a Preliminary Economic Assessment (“PEA”) on the Segilola
Underground Resource.
THOR EXPLORATIONS LTD.
Segun Lawson
President & CEO
For further information please contact:
Tel: 778-373-0102
Fax: 604-434-1487
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This press release does not constitute an offer to purchase securities. The securities to be offered in the
offering have not been and will not be registered under the United States Securities Act of 1933, as amended,
or any state securities laws and may not be offered or sold in the United States or to, or for the benefit or
account of, a U.S. person, except pursuant to an available exemption from such registration requirements.
Cautionary Note Regarding Forward-Looking Statements
Except for the statements of historical fact contained herein, the information presented constitutes “forward
looking statements” within the meaning of certain securities laws, and is subject to important risks,
uncertainties and assumptions. Such forward-looking statements, including but not limited to the completion
of the acquisition of the Segilola Gold Project and the use of the proceeds of the private placement. The
words “may”, “could”, “should”, “would”, “suspect”, “outlook”, “believe”, “anticipate”, “estimate”, “expect”,
“intend”, “plan”, “target” and similar words and expressions are used to identify forward-looking information.
The forward-looking information in this news release describes the Company’s expectations as of the date of
this news release and accordingly, is subject to change after such date. Readers should not place undue
importance on forward-looking information and should not rely upon this information as of any other date.
While the Company may elect to, it does not undertake to update this information at any particular time.