RNS Number : 2861V
Thor Mining PLC
12 December 2013
 



Thursday 12 December 2013

 

THOR MINING PLC

 

Thor Mining PLC ("Thor" or the "Company")

 

Transfer of Shares and Exercise of Warrants

 

 

Appendix 3B

 

New issue announcement,

application for quotation of additional securities

and agreement

 

Information or documents not available now must be given to ASX as soon as available.  Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96  Origin: Appendix 5  Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

 

 

Name of entity

Thor Mining PLC

 

ABN

121 117 673

 

We (the entity) give ASX the following information.

 

 

Part 1 ‑ All issues

You must complete the relevant sections (attach sheets if there is not enough space).

 

1

+Class of +securities issued or to be issued

 

 

(a)  Ordinary shares

 


 

 

2

Number  of +securities issued or to be issued (if known) or maximum number which may be issued

 

(a)   Transfer of 32,897,274 AIM Listed shares   from the AIM Market of the London Stock Exchange to ASX, as CDIs, during the period from 1 November 2013 to 10 December 2013.

(b)   Issue of 65,000,000 shares on 10 December 2013.

 

 Thereby increasing the number of shares listed on the AIM market of the London Stock Exchange to 1,341,661,459 as at 10 December 2013.

 

 

 


 

 

3

Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

(a)  The transfer of 32,897,274 Ordinary shares issued in England (AIM) to CDIs listed on ASX during the period from 1 November 2013 through until 10 December 2013.

(b)  The issue of 25,000,000 shares, as CDIs, to directors as approved at the Annual General Meeting of the company held on 28 November 2013.

(c)  The issue of 40,000,000 shares as CDIs, as a result of a placement to Australian investors on 10 December 2013, as advised to ASX on 4 December 2013.



 

4

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

 

If the additional securities do not rank equally, please state:

·    the date from which they do

·    the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·    the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

(a)  Yes

 



 

5

Issue price or consideration

 

(a)  n/a

(b)  0.7 cents per share

(c)  0.5 cents per share

 

 



 


 

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

 

 

 

 

 

 

(a) Transfer of securities from ordinary shares admitted to the AIM market of the London Stock Exchange, to CDIs listed on ASX.

(b) Issue to directors, in lieu of cash payment for accrued directors, and consulting, fees as detailed in the Notice of Annual General Meeting, held on 28 November 2013.

(c) Issue to Australian investors, as advised to ASX on 4 December 2013, to fund working capital requirements.

 


 

 

 


 

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

 

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Yes


 

 

 


 

6b

The date the security holder resolution under rule 7.1A was passed

28 November 2013


 

 

 


 

6c

Number of +securities issued without security holder approval under rule 7.1

Nil


 

 

 


 

6d

Number of +securities issued with security holder approval under rule 7.1A


 

 

 


 

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

 

(a)   Not Applicable

 


 

 

 


 

6f

Number of securities issued under an exception in rule 7.2

Nil


 

 

 


 

6g

If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3?  Include the issue date and both values.  Include the source of the VWAP calculation.

VWAP Source: ASX daily price/turnover records


 

 

 


 

6h

If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A


 

 

 


 

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

Refer attached Annexure 1


 

 

 

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

Transfers: From 1 November 2013 to 10 December 2013

 

 

 

 

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

637,428,763

Ordinary Shares quoted by

ASX ("THR" as CDIs) as at 10 December 2013

9

Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

 

 

 

 

 

 

21,666,667

 

 

 

1,000,000

 

 

 

1,000,000

 

 

 

4,000,000

 

 

 

1,100,000

 

84,141,088

 

 

 

62,887,808

 

 

20,067,431

 

 

 

 

 

8,399,027

Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 10 December 2013.

3.5 cent Unlisted Options expiring 13 June 2014. (Held by Associates).

2.0 cent Unlisted Options expiring                 

0.7428 cent unlisted options expiring 19 March 2016.

(Held by issuer of debt facility).

 

0.5963 cent unlisted options expiring 3 June 2016.

 (Held by issuer of debt facility).

 

 

0.07 pence unlisted warrants expiring 30 September 2014. (Issued to UK registered shareholders as a result of 2013 Open offer).

 



 

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No Policy

 

 

Part 2 ‑ Bonus issue or pro rata issue - Not Applicable

 

 

 

 

 

 

 

 

 

 

Part 3 ‑ Quotation of securities

You need only complete this section if you are applying for quotation of securities

 

34

Type of securities

(tick one)

 

 

(a)

X

Securities described in Part 1 (CDIs only)




 

(b)


All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

 

Entities that have ticked box 34(a)

 

Additional securities forming a new class of securities

 

 

Tick to indicate you are providing the information or documents



 

35

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

 

 


36

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

 

 


37

A copy of any trust deed for the additional +securities

 

 

 

Entities that have ticked box 34(b)

 

38

Number of securities for which +quotation is sought

 

 



 

39

Class of +securities for which quotation is sought

 

 



 

40

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

 

If the additional securities do not rank equally, please state:

·        the date from which they do

·        the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·        the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

 



 

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

 

(if issued upon conversion of another security, clearly identify that other security)

 

 



 



Number

+Class

42

Number and +class of all +securities quoted on ASX (including the securities in clause 38)

 

 

 

 

 

 

 


 

 

Quotation agreement

 

1      +Quotation of our additional +securities is in ASX's absolute discretion.  ASX may quote the +securities on any conditions it decides. 

 

2      We warrant the following to ASX.

 

·      The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

 

·      There is no reason why those +securities should not be granted +quotation.

 

·      An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

 

·      Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

 

·      If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

 

3      We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

 

4      We give ASX the information and documents required by this form.  If any information or document not available now, will give it to ASX before +quotation of the +securities begins.  We acknowledge that ASX is relying on the information and documents.  We warrant that they are (will be) true and complete.

 

                   

Sign here:       ..............................             Date: 12 December 2013

                      (Company Secretary)

 

Print name:     Allan Burchard

 

== == == == ==


Appendix 3B - Annexure 1

 

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

 

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

(As at 10 December 2012) 

                  903,425,923  

Add the following:

•    Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

•    Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

 

 

 

 

 

 

 

 

 

 

 

 

 

•    Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

•    Include only ordinary securities here - other classes of equity securities cannot be added

•    Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

•    It may be useful to set out issues of securities on different dates as separate line items

 

 

 

 

 

Employee Remuneration                    673,700

Western Desert Resources re

    Spring Hill consideration            21,666 667

Open Offer issue to:

·    Australian registered

  CDI Holders                         40,134,818

· UK registered

Shareholders                        16,913,658

Issued as a result of the exercise

of warrants.                                          57,806

   (all approved on 12 April 2013)  

             

Placement (5/9/2013)                  148,888,887

   (approved 3 September 2013)    

 

Placement (10/9/2013)                144,900,000

   (approved 28 November 2013)    

 

Remuneration Shares                   25,000,000

 (approved 28 November 2013)      

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

0

 

"A"

1,301,661,459

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

195,249,219

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

•    Under an exception in rule 7.2

•    Under rule 7.1A

•    With security holder approval under rule 7.1 or rule 7.4

Note:

•    This applies to equity securities, unless specifically excluded - not just ordinary securities

•    Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

•    It may be useful to set out issues of securities on different dates as separate line items

 

                                                  

 

"C"


Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in Step 2

 

195,249,219

Subtract "C"

Note: number must be same as shown in Step 3

 

 

Total ["A" x 0.15] - "C"

195,249,219

 [Note: this is the remaining placement capacity under rule 7.1]


Part 2

 

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in Step 1 of Part 1

 

1,301,661,459

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

130,166,146

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

•    This applies to equity securities - not just ordinary securities

•    Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed

•    Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

•    It may be useful to set out issues of securities on different dates as separate line items

40,000,000

(Issued on 10 December 2013)

"E"

40,000,000


 

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10

Note: number must be same as shown in Step 2

 

130,166,146

Subtract "E"

Note: number must be same as shown in Step 3

 

40,000,000

Total ["A" x 0.10] - "E"

                                                   90,166,146

Note: this is the remaining placement capacity under rule 7.1A

 

 

 

Mick Billing

+61 (8) 7324 1935

 

Thor Mining PLC

Executive Chairman

Allan Burchard

+61 (8) 7324 1935

 

Thor Mining PLC

CFO/Company Secretary

 

Colin Aaronson/

David Hignell/

Jamie Barklem

+44 (0) 207 383 5100

 

Grant Thornton UK LLP

 

Nominated Adviser

Nick Emerson/

Renato Rufus

+44 (0) 1483 413500

SI Capital Limited

 

Broker

Alex Walters/

Emma Wigan

+44 (0) 7771 713608

+44 (0) 207 839 9260

 

Cadogan PR

Financial PR

 

 

Updates on the Company's activities are regularly posted on Thor's website www.thormining.com, which includes a facility to register to receive these updates by email.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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