On April 29, 2020, Thor Explorations Ltd. (“Thor”) announced that it had closed a number of financing transactions to reach full funding of the Segilola Gold Project in Osun State, Nigeria (the “Project”) and has made the decision to proceed with construction of the Project. First gold production is scheduled for the second quarter of 2021.
The financing transactions raised approximately US$104,500,000 and included:
1. A private placement (the “Private Placement”) of an aggregate of 106,885,000 common shares of Thor (“Common Shares”) at a price of Cdn$0.20 per Common Share raising gross proceeds of US$16,080,000. The Africa Finance Corporation (“AFC”) subscribed for an aggregate of 73,029,000 Common Shares under the Private Placement.
2. An engineering, procurement and construction contract (“EPC Contract”) with Norinco International Cooperation Limited (“NORINCO”) for the Project. The EPC Contract has been agreed and drafted on a lump sum turnkey (“LSTK”) basis at a fixed price of US$67.5 million for the design, engineering, procurement, construction and commissioning of the processing plant with an anticipated capacity of gold ore processing at a rate of 650,000 tons per annum within 18 months of the commencement date and includes guarantees for the construction schedule and plant performance. On 29 April, 2020, Thor announced the issuance of 34,750,000 Common Shares in favour of NORINCO to be set off against invoices under the EPC Contract to the value of US$5,000,000 (the “Shares for Debt Transaction”).
3. A prepayment of US$21,000,000 under a Gold Stream Agreement with AFC.
4. A US$54,000,000 senior secured credit facility (the “Facility”) to be provided by AFC. In connection with the Facility, Thor also issued to AFC 33,329,480 Common Shares (“Bonus Shares”) at a deemed price of C$0.20 per Common Share.
Fasken advised Thor in connection with the Private Placement, the EPC Contract, the Shares for Debt Transaction and the issuance of the Bonus Shares with a team that consisted of Abayomi Akinjide, Vanessa McMinn, Iain Mant, Martin Ferreira Pinho in respect of the Private Placement, Shares for Debt Transaction and Bonus Share issuance and Alison Lacy, Antoinette van der Merwe and Laura Bradley in respect of the EPC Contract.
Jurisdiction
- Nigeria
