Thor Energy’s Equity Boost Raises Questions on Dilution and Future Milestones

Milestone-Driven Equity Issuance

Thor Energy plc has taken a significant step forward in its growth story by issuing 25 million new ordinary shares, reflecting the company’s progress in meeting key exploration and performance milestones. This equity issuance stems from a 2020 Share Sale Agreement related to the acquisition of American Vanadium Pty Ltd, where vendors were entitled to performance shares contingent on exploration success.

The second tranche milestone was triggered by impressive assay results from a reverse circulation drilling campaign conducted in February 2024, which revealed uranium concentrations of 4.9 meters at 1,199 parts per million U₃O₈. This achievement led to the issuance of 4.2 million shares, supplemented by an additional 5.8 million shares agreed upon with the vendors as part of the consideration.

Director Performance Shares Vesting

In parallel, Thor Energy confirmed that 30% of the performance shares issued to directors Alastair Clayton and Tim Armstrong have vested. This milestone was reached following the establishment of a prospective resource of 300 billion cubic feet of helium and/or 800 billion cubic feet of hydrogen across the company’s majority-owned projects, a critical development announced in March 2025. Consequently, 10.5 million shares will be issued to Mr. Clayton and 4.5 million to Mr. Armstrong.

These performance shares are structured to vest further based on share price and market capitalization hurdles, with 40% set to convert if the share price reaches or exceeds $0.05, and an additional 30% contingent on the share price and a fully diluted market cap exceeding A$65 million.

Market Admission and Shareholder Impact

The newly issued shares will be admitted for trading on both the London Stock Exchange’s AIM market and the Australian Securities Exchange (ASX) starting August 1, 2025. This move increases Thor Energy’s total ordinary shares on issue to just over 1 billion, providing shareholders with updated voting rights and a new denominator for disclosure calculations under regulatory frameworks.

Following the share issuance, Mr. Clayton’s holding will represent approximately 1.77% of the enlarged share capital, while Mr. Armstrong will hold about 0.44%. This equity distribution underscores the alignment of management incentives with the company’s strategic resource development goals.

Strategic Outlook

Thor Energy’s focus on helium and hydrogen exploration positions it at the forefront of the clean energy transition, complementing its uranium and other energy metals portfolio. The recent drilling results and resource milestones not only validate the company’s exploration strategy but also enhance its appeal to investors seeking exposure to emerging energy commodities.

As the company moves forward, the market will be watching closely how remaining performance shares vest and how the share price responds to these developments, which will be critical for unlocking further equity and value.