RNS Number : 5237E

Thor Mining PLC

10 April 2014



Thursday 10 April 2014

THOR MINING PLC

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

Transfer of Shares and Exercise of Warrants

The Directors of Thor Mining PLC ("Thor" or the "Company") (AIM, ASX: THR) today released the following announcement on the Australian Securities Exchange ("ASX") as required under the listing rules of the ASX.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                           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)   Issue of 142,898,396 shares on 4 April 2014. (b)   Transfer of 904,101 ASX listed CDI's to AIM listed shares on the AIM Market of the London Stock Exchange from 28 February 2014 to 8 April 2014. Thereby increasing the number of shares listed on the AIM market of the London Stock Exchange at 1,678,559,855 as at 8th April 2014.
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)	This represents: (a)  The issue of 142,898,396 shares on the 4th April, to an institutional investor Lanstead Capital LP.  Approval was granted at a General Meeting on 3rd April 2014.  General Meeting resolutions were advised to ASX on 4th April 2014. (b)  The transfer of 904,101 ASX listed CDI's to AIM listed shares on the AIM Market of the London Stock Exchange from 28 February 2014 to 8 April 2014.
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	Yes
5	Issue price or consideration	(a)  of the 142,898,396 shares issued to Lanstead Capital LP, 141,898,396 shares were issued at a price of 0.23375 pence per share and 1,000,000 shares were issued for nil cash consideration in payment of a transaction fee; (b)  N/A
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	(a) Issue: To augment existing cash resources and  assist with continuing  assessment and exploration of the company's tungsten and gold projects (b) Transfer of securities from ASX listed CDI's to AIM listed ordinary shares on the AIM Market of the London Stock Exchange.
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	Nil
6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	(a)  The issue of 142,898,396 shares were approved at a General Meeting on 3rd April 2014. (b)  N/A
6f	Number of securities issued under an exception in rule 7.2	N/A
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.	N/A
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	Issue:         4 April 2014 Transfers: 1 March to 8th April 2014

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	646,309,012	Ordinary Shares quoted by ASX ("THR" as CDIs) as at 8th April 2014.
9		Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	1,032,250,843 nil 1,000,000 4,000,000 600,000 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 31 January 2014. Ordinary Shares, held in escrow until 8 April 2014, quoted by ASX (as CDIs) "THR". 3.5 cent Unlisted Options expiring 13 June 2014. (Held by Associates). 2.0 pence Unlisted Warrants expiring 21 June 2015. (Held by Associates). 2.0 cent Unlisted Options expiring                  27 September 2015. (Held by Employees). 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). 1.05 cent unlisted options expiring 30 September 2014. (Issued to Australian registered CDI holders as a result of 2013 Open offer). 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: 9 April 2014

                      (Company Secretary)

Print name:     Ray Ridge

== == == == ==

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 8th April 2013)                    904,099,623
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	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)       Placement (21/2/14)                   194,000,000 Placement (3/4/14)                     142,898,396 (both approved 3rd April 2014)
Subtract the number of fully paid ordinary securities cancelled during that 12 month period	0
"A"	1,638,559,855
Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	245,783,978
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"	nil
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	245,783,978
Subtract "C" Note: number must be same as shown in Step 3	nil
Total ["A" x 0.15] - "C"	245,783,978  [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	1,638,559,855
Step 2: Calculate 10% of "A"
"D"	0.10 Note: this value cannot be changed
Multiply "A" by 0.10	163,855,986
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	163,855,986
Subtract "E" Note: number must be same as shown in Step 3	40,000,000
Total ["A" x 0.10] - "E"	143,855,986 Note: this is the remaining placement capacity under rule 7.1A

  Enquiries:

Enquiries:

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	+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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