Acquisition of the Spring Hill Initial Interest

RNS Number : 2041L

Thor Mining PLC

27 July 2011

 

THOR MINING PLC

Completion of the acquisition of the Spring Hill Initial Interest

Dated: 27 July 2011

The Directors of Thor Mining PLC ("Thor" or the "Company") (AIM, ASX: THR, THRO), the Australian gold, tungsten and molybdenum explorer and developer advise that the Company received notification on 26 July 2011 that the final condition precedent has been met.  The outstanding condition precedent was that all necessary approvals under the Mining Act 1980 (NT) had been obtained, in respect of the acquisition of the Initial Interest in the Spring Hill Project. The Spring Hill Project is the staged acquisition from Western Desert Resources Limited ("WDR") of up to an 80% interest in the 274,000oz Spring Hill Gold Project in the Northern Territory ("Spring Hill").

The Initial Interest of a 25% interest in ML23812 and EL22957 will now be acquired for the issue to WDR of 40 million ordinary shares in the share capital of the Company in the form of CHESS Depositary Interests trading on ASX ("Consideration CDIs"). The balance of the agreed consideration of A$250,000 has already been paid to WDR.  In accordance with the Sale, Purchase & Option Agreement, completion of the transfer is to occur on the date that is five Business Days after satisfaction of the last condition precedent, namely, 2 August 2011. The Consideration CDIs will be subject to a 12 month escrow period from the date of issue and allotment.

Upon completion of the Initial Interest and approval and registration of the Sale, Purchase & Option Agreement pursuant to the Northern Territory Mining Act, WDR will grant to the Company's subsidiary TM Gold the following options:

1.     Stage One Option - an option to acquire an additional 26% legal and beneficial interest in the Tenements (free of encumbrances) in consideration for the sale of which, the Company must procure the issue and allotment to the Vendor of the Stage One Option CDIs. The Stage One Option is exercisable by TM Gold following expenditure by it of A$1.5 million (or such lesser amount as the Vendor may agree) on exploration of the Tenements within 18 months of completion of the Initial Acquisition (or such longer period as the parties agree or is permitted by the Sale, Purchase & Option Agreement).

2      Stage Two Option- an option to acquire an additional 29% legal and beneficial interest in each of the Tenements (free of encumbrances), in consideration for the sale of which, the Company must procure the issue and allotment to the Vendor of the Stage Two Option CDIs. The Stage Two Option is exercisable by TM Gold following the expenditure by it of a total of at least A$3.0 million (or such lesser amount as the Vendor may agree) on exploration of the Tenements (including the amount expended prior to exercise of the Stage One Option) within 30 months of completion of the Initial Acquisition extended for any agreed extension to the Stage One Optionexercise period(or such longer period as the parties agree or is permitted by the Sale, Purchase & Option Agreement).

An application has been made to the London Stock Exchange for 40 million ordinary shares of 0.3p each in the share capital of the Company (the "Consideration Shares") to be admitted to trading and dealings are expected to commence at 8:00 a.m. (BST) on Tuesday 2 August 2011. In Australia an application will be made to the Australian Securities Exchange (the "ASX") for the quotation of the Consideration CDI's. Dealings are expected to commence on Tuesday 2 August 2011.

Following the issue of the Consideration Shares the Company's total issued share capital will be 570,915,932 ordinary shares of 0.3p each. In accordance with the Financial Services Authority Disclosure and Transparency Rules, the Company has 570,915,932 ordinary shares of 0.3p each in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in Treasury.

The above figure of 570,915,932 ordinary shares of 0.3p each in the share capital of the Companymay be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.

Enquiries:

Mick Billing	[phone]	Thor Mining PLC	Executive Chairman
Allan Burchard	[phone]	Thor Mining PLC	CFO/Company Secretary
John Simpson	[phone]	Daniel Stewart & Co. Plc	Nominated Adviser
Nick Emerson/ Renato Rufus	[phone]	Simple Investments	Broker
Alex Walters	[phone]	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.

 

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