TSXV-listed exploration junior Thor Explorations has acquired the full interest of Segilola Resources Operating (SROL), which owns the Segilola gold project, from Tropical Mines Limited (TML) and Delano Gold Mining Industries, and through Thor’s acquisition of joint venture partner Segilola Gold (SGL) from Ratel Group (Ratel), a wholly owned subsidiary of TSXV-listed RTG Mining.
The Segilola gold project has an indicted mineral resource estimate of 555 000 oz of gold at 3.8 g/t. [quote]
“The Segilola gold project is now Thor’s flagship project and has the potential to be a landmark project in the Nigerian mining sector,” says Thor Exploration president and CEO Segun Lawson, adding that 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.
Share purchase agreement terms
Under the terms of the share purchase agreement between Thor, TML and Delano, Thor has acquired 100% of the shares of SROL for a cash payment of US$1.3 million and the issue of 103 857 388 common shares of the company (or 40.68% of the shares of Thor) after giving effect to the issuance of shares contemplated by the private placement but prior to the issuance of shares contemplated by the acquisition of SGL.
It also granted an aggregate 1.5% net smelter return royalty to TML with a maximum capped royalty payable of $4 million and a further cash payment of $545 000 within five business days of the company making a decision to put the Segilola gold project into commercial production.
Under the terms of the share purchase agreement between Thor, Ratel and RTG, the company acquired 100% of the shares of SGL in consideration for a cash payment of $1.45 million and the issue to Ratel of 16 893 913 shares.
It also includes the grant of a 1.5% net smelter return royalty to Ratel with a maximum royalty payable of $3.5 million, as well as a further cash payment to Ratel of $50 000 payable on the earlier of two business days after Thor completes its next debt or equity financing and the date that is 12 months following closing.
Including a post-closing payment to Ratel of $2 000 000 payable on the first to occur of Thor completing a financing for the development of full scale mining of the Segilola gold project and the date that is 24 months following closing.
In connection with the acquisition of the Segilola gold project, Thor Explorations also announced the completion of the related non-brokered private placement for gross proceeds of C$4 647 864 through the issuance of 40 416 204 common shares of the company at an issue price of $0.115 per share.
In line with the private placement, Thor paid finder’s fees comprised of $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.
Moreover, the company’s associated transaction costs to fund the initial work programme at the Segilola gold project will be used to advance its exploration project and for working capital purposes.
The Segilola gold project, which is located in Osun State of Nigeria, approximately 120 km northeast of Lagos, comprises mining license ML41 and exploration license EL19066.
ML41 covers an area of (17.2 km2; 1 720 ha) and is wholly contained within the larger EL19066 covering an area of 135 Cadastral Units (27.0 km2; 2 700ha).
The 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 m to define 555 000 oz of gold at an average grade of 3.8 g/t (at a cut-off grade of 1.0 g/t gold and applying a top cut of 50 g/t gold).
As part of its agreement relating to the acquisition of SROL, two nominees of SROL, Folorunso Adeoye and Kayode Aderinokun, have been appointed to the board of directors of the company.