Appendix 3B

RNS Number : 2199D

Thor Mining PLC

23 October 2015

 

Friday, 23 October 2015

THOR MINING PLC

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

The Directors of Thor Mining PLC (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 / CDIs (b) CDIs
2	Number  of +securities issued or to be issued (if known) or maximum number which may be issued	(a) Transfers of nil ASX listed CDI's to AIM listed shares on the AIM Market of the London Stock Exchange, during the period 8 October 2015 to 22 October 2015. (b) Issue of 76,398,285 CDIs on 23 October 2015, as part consideration for an acquisition (refer ASX announcements 22 October 2015). Thereby increasing the total number of securities, listed on both AIM and ASX, to 4,179,489,496 as at 23 October 2015.
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) Transfers of nil ASX listed CDI's to AIM listed shares on the AIM Market of the London Stock Exchange, during the period 8 October 2015 to 22 October 2015. (b) Issue of 76,398,285 CDIs at a price of A$0.0013 (0.13 cents per share).  The CDIs will remain in voluntary escrow until 27 April 2016.
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. (b) Yes.
5	Issue price or consideration	(a) N/A (b) CDIs: A$0.0013 (0.13 cents per share).
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	CDIs were issued as part consideration for the acquisition of a 49% interest in the Springhill tenements (taking Thor's ownership to 100%). Total consideration consisted of $210,000 cash and $100,000 of shares.  The issue price of the shares was determined by a 15 trading day VWAP for trades on the ASX though to 21 October 2015.
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	6 November 2014
6c	Number of +securities issued without security holder approval under rule 7.1	N/A
6d	Number of +securities issued with security holder approval under rule 7.1A	N/A
6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	(a) N/A (b) The issue was approved at a meeting of shareholders on 23 July 2015.  The shareholder approval remained valid for 3 months following the shareholder meeting.
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	(a) Transfers: 8 October 2015 to 22 October 2015. (b) Issued 23 October, and quoted on 27 October 2015.

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	1,051,853,932 418,750,000 76,398,285	Ordinary Shares quoted by ASX ("THR" as CDIs) as at 23 October 2015. Ordinary Shares quoted by ASX ("THR" as CDIs) as at 23 October 2015, held in voluntary escrow until 27 October 2015. Ordinary Shares issued 23 October 2015, to be quoted by ASX ("THR" as CDIs) as of 27 October 2015.  The CDIs will remain in voluntary escrow until 27 April 2016.
9		Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	2,632,487,279    84,141,088 62,887,808 26,763,987 525,000,000	Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 23 October 2015. 2.0 cen 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). 0.1 pence unlisted Warrants expiring 22 September 2016. (Held by an Associate). 0.075 pence unlisted Warrants  Expiring 28 July 2016.
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)	ü	Securities described in Part 1

(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: 23 October 2015

                      (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 23 October 2014)                    2,350,514,521
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	Acquisition                                   418,750,000 Convert Director Loans                 96,685,082 (both issued 29/10/14 & both approved 31 July 2014)                                           Remuneration (10/11/14)               66,308,276  (approved 6 November 2014)         Placement (28/11/14)                  120,833,332 (approved 23 July 2015) Placement (19/6/15)                    175,000,000 (approved 23 July 2015) Placement (24/7/15)                    875,000,000 (approved 23 July 2015) Placement (23/10/15)                    76,398,285 (approved 23 July 2015)
Subtract the number of fully paid ordinary securities cancelled during that 12 month period	0
"A"	4,179,489,496
Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	626,923,424
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	626,923,424
Subtract "C" Note: number must be same as shown in Step 3	Nil
Total ["A" x 0.15] - "C"	626,923,424  [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	4,179,489,496
Step 2: Calculate 10% of "A"
"D"	0.10 Note: this value cannot be changed
Multiply "A" by 0.10	417,948,949
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	Nil
"E"	Nil

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	417,948,949
Subtract "E" Note: number must be same as shown in Step 3	Nil
Total ["A" x 0.10] - "E"	417,948,949 Note: this is the remaining placement capacity under rule 7.1A

Enquiries:

Mick Billing	[phone]	Thor Mining PLC	Executive Chairman
Ray Ridge	[phone]	Thor Mining PLC	CFO/Company Secretary
Colin Aaronson/ Harrison Clarke/ Richard Tonthat	[phone]	Grant Thornton UK LLP	Nominated Adviser
Gerry Beaney/ David Hignell John Howes/ Mark Treharne	[phone]	Northland Capital Partners Limited	Broker
Alex Walters	[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.

 

END

 

 

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