Annual Report and Notice of AGM

RNS Number : 9609P

Thor Mining PLC

31 October 2012

 



THOR MINING PLC

Annual Report and Notice of Annual General Meeting

Dated: 31 October 2012

Thor Mining plc ('the Company') (AIM, ASX: THR) announces that it has released the company's Annual Report for the year to 30 June 2012 to the Australian Stock Exchange ("ASX"), as required under the listing rules of the ASX.

Copies of the Company's Annual Report and accounts for the year to 30 June 2012 have also been posted to shareholders; the Annual Report and accounts can also be viewed on the Company's website: www.thormining.com

Notice of the Company's Annual General Meeting, which is to be held at 12:00pm (UK time) on 27 November 2012 at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London, EC2P 2YU, has also been posted to shareholders.

Full details on the arrangements and resolutions to be put to the Annual General Meeting are detailed in the notice as set out below.

Enquiries:

Mick Billing	[phone]	Thor Mining PLC	Executive Chairman
Allan Burchard	[phone]	Thor Mining PLC	CFO/Company Secretary
Gerry Beaney/ David Hignell	[phone]	Grant Thornton Corporate Finance	Nominated Adviser
Nick Emerson/ Renato Rufus	[phone]	Simple Investments	Broker
Alex Walters/ Emma Wigan	[phone] [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.

THOR MINING PLC

Registered Number 05276414 (United Kingdom)

ARBN 121 117 673 (Australia)

NOTICE OF ANNUAL GENERAL MEETING

                                                Date of Meeting: 27 November 2012

                                                Time of Meeting:  12.00 noon

Venue:                   Grant Thornton UK LLP,                                  

                                30 Finsbury Square,

                                London EC2P 2YU

This Notice of Annual General Meeting and accompanying Explanatory Memorandum and Proxy Form or CDI voting instruction form (as applicable) should be read in their entirety. If Shareholders or CDI holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Thor Mining PLC will be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, United Kingdom on 27 November 2012 at 12.00 noon (London time) for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions in the cases of Resolutions 1 to 5 and as special resolutions in the case of Resolutions 6 and 7.

AGENDA

ORDINARY BUSINESS

1.     To receive the report of the Directors and the audited financial statements of the Company for the year ended 30 June 2012.

2.     To re-elect Gregory Michael Durack as a Director who, in accordance with Article 125 of the Articles of Association, retires by rotation and being eligible, offers himself for re-election.

3.     To re-elect David Edward Thomas as a Director who was appointed to the Board on 12 April 2012 and retires in accordance with Article 132 of the Articles of Association and being eligible, offers himself for re-election.

4.     To re-appoint Chapman Davis LLP as auditors of the Company to act until the conclusion of the next Annual General Meeting and to authorise the Directors to determine their remuneration.

SPECIAL BUSINESS

5.     That in substitution for all existing and unexercised authorities, the directors of the company be and they are hereby generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 ('the Act') to exercise all or any of the powers of the company to allot equity securities (within the meaning of Section 560 of the Act) up to a maximum nominal amount of £1,000,000  provided that this authority shall, unless previously revoked or varied by the company in general meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the company or 15 months after the passing of this Resolution, unless renewed or extended prior to such time except that the directors of the company may before the expiry of such period make an offer or agreement which would or might require relevant securities to be allotted after the expiry of such period and the directors of the company may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

6.     That, subject to and conditional on Resolution 7 being passed, and in substitution for and exclusion of any previous power given to the Directors, the Directors, pursuant to section 570(1) of the Act, be and they are empowered to allot equity securities (as defined in section 560(1) of the Act) wholly for cash pursuant to the authority of the Directors under section 551 of the Act, conferred by Resolution 5 above, as if section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to:

(a)   the allotment of equity securities in connection with a rights issue or any other offer to Shareholders of Shares of 0.3p each in proportion (as nearly as may be practicable) to their respective holdings of such Shares and to holders of other equity securities as required by the rights of those securities or as the directors of the Company otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal in relation to treasury shares, fractional entitlements and with legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange; and

(b)   the allotment, other than pursuant to (a) above, of equity securities arising from the exercise of options and warrants outstanding at the date of this resolution

(c)   the allotment, other than pursuant to sub-paragraphs (a) and (b) above, of up to a maximum aggregate nominal amount of £1,000,000.

                and shall expire on the earlier of the date of the next Annual General Meeting of the Company or                 15 months from the date of the passing of this Resolution save that the company may before such   expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or                agreement as if the power conferred hereby had not expired.

7.     That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders authorise the Company to have the additional capacity to issue Equity Securities comprising up to 10% of the issued capital of the Company under ASX Listing Rule 7.1A, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, and on the terms and conditions in the explanatory notes accompanying the notice of meeting.

Proxy Form

If you are a registered holder of Shares whether or not you are able to attend the meeting, you may use the enclosed form of proxy to appoint one or more persons to attend and vote on poll on your behalf. A proxy need not be a member of the Company.

A form of proxy is provided and may be sent to:

Computershare Investor Services PLC,

The Pavilions,

Bridgwater Road,

Bristol BS99 6ZY

Shareholder help line telephone is available at 0870 707 1343

CDI voting instruction form

Holders of CDIs on the Australian CDI registry may only vote by directing CHESS Depositary Nominees Pty Ltd ("CHESS" the Depositary Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI voting instruction form enclosed. Please see the Notes to the Notice of Annual General Meeting for more details.

The CDI voting instruction form can be returned to:

Computershare Investor Services Pty Ltd

GPO Box 242,

Melbourne, 

Victoria 3001

Shareholder help line telephone is available (within Australia) at 1300 850 505 and (outside Australia) at [phone].

Explanatory Notes and Annexure A

The Notes to the Annual General Meeting and Annexure A accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of General Meeting, and should be read in conjunction with this Notice.

By Order of the Board

Stephen F. Ronaldson

Company Secretary

25 October 2012

Notes to the Notice of Annual General Meeting

Entitlement to attend and vote

1.        Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001 and paragraph 18(c) of The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, the Company specifies that only those members registered on the Company's register of members 48 hours before the time of the Meeting shall be entitled to attend and vote at the Meeting.

Appointment of proxies

2.      If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

3.      A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

4.      You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Company at Computershare Investor Services in the UK (Refer Page 3).

5.      A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Appointment of proxy using hard copy proxy form

6.      The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

To appoint a proxy using the proxy form, the form must be:

·      Completed and signed;

·      Sent or delivered to the Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; and

·      received by the Company Secretary no later than 12.00 noon (London time) on 23 November 2012, or 48 hours before the time of any adjourned meeting.

In the case of a member which is a Company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy electronically

7.      As an alternative to completing the hard‑copy proxy form, shareholders can vote and appoint a proxy electronically by going to the following website www.eproxyappointment.com. You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN as provided on your proxy card and agree to certain terms and conditions. For an electronic proxy to be valid, your appointment must be received by Computershare no later than 12.00 noon (London time) on 23 November 2012, or 48 hours before the time of any adjourned meeting (without taking into account any part of a day that is not a working day).

8.      You may not use any electronic address provided within this notice or any related documents (including the form of proxy) to communicate with the Company other than as expressly stated.

Appointment of proxy by joint members

9.     In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

10.  To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the Cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amend proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Computershare Investor Services in the UK (Refer page 3).

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

11.  In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.

In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

In either case, the revocation notice must be received by the Company Secretary no later than 48 hours (excluding non-business days) prior to the meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

Holders of CDIs in the Australian register:

12.  Holders of CDIs will be permitted to attend the Meeting but may only vote by directing CHESS   Depositary Nominees Pty Ltd ("CHESS" the Depositary Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI voting instruction form enclosed.

The CDI voting instruction, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, should be sent to:

Postal address:                                                 Computershare Investor Services Pty Ltd

                                                                                                GPO Box 242

Melbourne

Victoria 3001 Australia

Fax number (within Australia):                     1800 783 447

Fax number (from overseas):                         [phone]

so as to arrive by not later than 11.00pm Australian Eastern Daylight Time (12.00 noon London time) on 22 November 2012 i.e. to allow CHESS sufficient time to lodge the combined proxies in the UK 48 hours before the time of the (without taking into account any part of a day that is not a working day).

Instructions for completing and lodging the CDI voting instruction form are appended to it.

You must be registered as the holder of CDIs as at 11.00pm Australian Eastern Daylight Time 12.00 noon London time) on 25 November 2012 for your CDI voting instruction to be valid.

Should the meeting be adjourned then the deadline for revised voting instructions and the record date for determining registered holders of CDIs will be 72 hours before the time that the adjourned meeting recommences.

To obtain a copy of the CHESS Depositary Nominee's Financial Services Guide, go to www.asx.com.au/CDIs or phone [phone] if you would like one sent to you by mail.

Issued shares and total voting rights

13.  As at 29 October 2012, the Company's issued share capital comprised 855,883,067 Shares of £0.003 each. Each Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 29 October 2012 is 855,883,067.

Communications with the Company

14.  Except as provided above, members who have general queries about the Meeting should telephone relevant Company Secretaries as shown below (no other methods of communication will be accepted).  You may not use any electronic address provided either in this notice of annual general meeting; or any related documents (including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

United Kingdom register    Mr Stephen Ronaldson    [phone]

Australian register              Mr Allan Burchard            [phone]

Notes to Resolution 7

General

15.  ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital in accordance with the terms set out below (10% Placement Facility).  The 10% Placement Facility is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1.

16.  An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of A$300 million or less.  The Company's market capitalisation as at 17 October 2012 was approximately A$12,838,246 (855,883,067 Shares, based on the closing price of A$0.015 per CDI).  Further, the Company is not included in the S&P/ASX 300 Index, and is therefore an eligible entity for the purposes of ASX Listing Rule 7.1A.

17.  The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.  Resolution 7 therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

18.  The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, which is set out below.

(a)   It is the Company's intention that funds received under the 10% Placement Facility will be used to further explore, assess and develop the Dundas and Spring Hill gold projects, and the Molyhil Tungsten/Molybdenum Project. Funds raised will also be used to supplement the Company's working capital requirements and undertake further transactions to acquire new assets or investments should the Directors determine this to be in the best interests of the Company.

19.  The Directors of the Company believe that Resolution 7 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 7.

20.  No Director or Related Party will participate in any issue under the 10% Placement Facility unless specific approval is obtained for the purposes of ASX Listing Rule 10.11.

ASX Listing Rule 7.1A

21.  Shareholder approval - the ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

22.  Equity Securities - any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.  The Company, as at the date of this Notice of Annual General Meeting, has on issue five classes of Equity Securities: Shares quoted on ASX (as CDIs); Shares quoted on London Stock Exchange AIM market; and three separate classes of unlisted options. [

23.  Formula for calculating 10% Placement Facility - ASX Listing Rule 7.1A.2 provides that eligible entities who have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting at which shareholder approval was obtained, a number of Equity Securities calculated in accordance with the following formula:

(A x D) - E

where:

"A" is the number of shares on issue 12 months before the date of issue or agreement:

i.          plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

ii.         plus the number of partly paid shares that became fully paid in the 12 months;

iii.        plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rule 7.1 or 7.4.  This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

iv.        less the number of fully paid shares cancelled in the 12 months.

"D" is 10%

"E" is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rules 7.1 or 7.4.

24.  ASX Listing Rule 7.1 and ASX Listing Rule 7.1A - the ability of an entity to issue Equity Securities under ASX Listing Rule 7.1A is in addition to the entity's 15% placement capacity under ASX Listing Rule 7.1.

As at the date of this Notice of Annual General Meeting, the Company has on issue 855,883,067 Shares and therefore has a capacity to issue:

i.       (855,883,067 x 0.15) = 128,382,460 Equity Securities under ASX Listing Rule 7.1; and

ii.      (855,883,067 x 0.10) = 85,588,306 Equity Securities under ASX Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula set out above.

25.  Minimum Issue Price - The issue price of Equity Securities issued under Listing Rule 7.1A must not be less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

i.       the date on which the price at which the Equity Securities are to be issued is agreed; or

ii.      if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.

The Company may also issue Equity Securities under the 10% Placement Facility as consideration for the acquisition of a new asset, in which case the company will release to the market a valuation of those Equity Securities that demonstrates that the issue price of the securities complies with the rule above.

26.  10% Placement Period - Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

i.       the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

ii.      the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking)

(10% Placement Period).

Specific Information required by ASX Listing Rule 7.3A

27.  Pursuant to and in accordance with ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a)        The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:

i.    the date on which the price at which the Equity Securities are to be issued is agreed; or

ii.  if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b)        If Resolution 7 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, existing Shareholders may be subject to both economic and voting power dilution.  There is a risk that:

i.    the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of this Annual General Meeting;

ii.  the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities; and

iii. the Equity Securities may be issued as part of consideration for the acquisition of a new asset, in which case, no funds will be raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

i.    two examples where variable "A" has increased, by 50% and 100%. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders' meeting; and

ii.  two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable "A" in ASX Listing Rule 7.1A.2		Dilution
		$0.0075 50% decrease in Issue Price	$0.015 Issue Price	$0.03 100% increase in Issue Price
Current variable "A" 855,883,067 Shares	10% Voting Dilution	85,588,306 Shares	85,588,306 Shares	85,588,306 Shares
	Funds Raised	$641,912	$1,283,824	$2,567,649
50% increase in current variable "A" 1,283,824,601 Shares	10% Voting Dilution	128,382,460 Shares	128,382,460 Shares	128,382,460 Shares
	Funds Raised	$962,868	$1,925,736	$3,851,473
100% increase in current variable "A" 1,711,766,134 Shares	10% Voting Dilution	171,176,613 Shares	171,176,613 Shares	171,176,613 Shares
	Funds Raised	$1,283,824	$2,567,649	$5,135,298

The table has been prepared based on the total number of Shares on issue at the date of the Notice, and on the following assumptions:

i.    The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

ii.  The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue, assuming variable A is equal to the total issued share capital. This is why the voting dilution is shown in each example as 10%.

iii. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Annual General Meeting.

iv.  The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1. Dilution experienced by Shareholders may be greater if issues have been made utilising the capacity in Listing Rule 7.1 as well.

v.   The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

vi.  The current market price of CDIs of $0.015, being the closing price of the CDIs on ASX on 17 October 2012

(c)        The Company will only issue and allot the Equity Securities during the 10% Placement Period.  The approval under Resolution 7 for the issue of Equity Securities will cease to be valid in the event that Shareholders approve a transaction for the purposes of ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

(d)        The Company may seek to issue the Equity Securities for the following purposes:

i.    non-cash consideration for the acquisition of the new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3; or

ii.  cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company's current assets (including Dundas and Spring Hill gold projects, and the Molyhil Tungsten/Molybdenum Project) and/or general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e)        The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

i.    the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

ii.  the effect of the issue of the Equity Securities on the control of the Company;

iii. the financial situation and solvency of the Company; and

iv.  advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing Shareholders and/or new investors who are not Related Parties of the Company or their associates.

Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

If Resolution 7 is approved by Shareholders, the Company will issue Equity Securities under the 10% Placement Facility during the Placement Period, as and when the circumstances of the Company require.

(f)         The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

(g)        The Company will disregard any votes cast on Resolution 7 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 7 is passed.

However, the Company will not disregard a vote if:

i.    it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

ii.  it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities.  No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

28.  The Directors recommend that Shareholders vote in favour of Resolution 7 as they themselves intend to do. The Chairman intends to vote undirected proxies in favour of Resolution 7.

DEFINITIONS

In this document, the following words and expressions shall, except where the context requires otherwise, have the following meanings:

ASX	ASX Limited ACN 008 624 691 or the stock exchange operated by ASX Limited (as the context requires)
ASX Listing Rules	the listing rules of the ASX
Board	the board of Directors of the Company
CDI	Chess Depositary Interest, being a unit of beneficial ownership of a Share legally held by CHESS
Corporations Act	the Corporations Act 2001 (Cth)
Director	a director of the Company
Equity Securities	has the same meaning as in the ASX Listing Rules
Meeting	the 2012 annual general meeting of the Company, convened by this Notice of Meeting
Share	ordinary share in the capital of the Company
Shareholder	a holder of Shares
Thor or the Company	Thor Mining PLC
Trading Day	Has the same meaning as in the ASX Listing Rules
VWAP	volume weighted average price

 

END

 

 

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