Appendix 3B

RNS Number : 4054D

Thor Mining PLC

31 January 2018

 

Wednesday, 31 January 2018

THOR MINING PLC

 ("Thor" or the "Company")

Appendix 3B

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.

Enquiries:

Mick Billing	[phone]	Thor Mining PLC	Executive Chairman
Ray Ridge	[phone]	Thor Mining PLC	CFO/Company Secretary
Colin Aaronson/ Richard Tonthat	[phone]	Grant Thornton UK LLP	Nominated Adviser
Nick Emerson	[phone]	SI Capital Ltd	Broker
Tim Blythe/ Camilla Horsfall	[phone]	Blytheweigh	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, and on the Company's twitter page @ThorMining.

About Thor Mining PLC

Thor Mining PLC is a resources company quoted on the AIM Market of the London Stock Exchange and on ASX in Australia.

Thor holds 100% of the advanced Molyhil tungsten project in the Northern Territory of Australia, for which an updated feasibility study in 2015¹ suggested attractive returns.

Thor also holds 100% of the Pilot Mountain tungsten project in Nevada USA which has a JORC 2012 Indicated and Inferred Resources Estimate² on 2 of the 4 known deposits.

Thor is also acquiring up to a 60% interest Australian copper development company Environmental Copper Recovery SA Pty Ltd, which in turn holds rights to earn up to a 75% interest in the mineral rights and claims over the portion of the historic Kapunda copper mine in South Australia recoverable by way of in situ recovery.

Thor has a material interest in US Lithium Pty Limited, an Australian private company with a 100% interest in a Lithium project in Nevada, USA. 

Finally, Thor also holds a production royalty entitlement from the Spring Hill Gold project³ of:

·            A$6 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for up to A$1,500 per ounce; and

·            A$14 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for amounts over A$1,500 per ounce⁴.

Notes

·              ¹ Refer ASX and AIM announcement of 12 January 2015

·              ² Refer AIM announcement of 22 May 2017 and ASX announcement of 23 May 2017

·              ³ Refer AIM announcement of 26 February 2016 and ASX announcement of 29 February 2016

·              ⁴ At the date of this announcement gold is trading at approximately A$1,670/oz

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) Ordinary shares (c) Unlisted Options (termed Warrants in the UK)
2	Number  of +securities issued or to be issued (if known) or maximum number which may be issued	(a) Transfers of 236,017 from AIM listed shares on the AIM Market of the London Stock Exchange, to ASX listed CDI's, during the period 22 January 2018 to 29 January 2018. (b) Issue of 10,000,000 Ordinary Shares as a placement to a sophisticated investor in the UK. (c) Grant of 10,000,000 unlisted options on the basis of one free option attaching to each ordinary share subscribed. The total number of securities, listed on both AIM and ASX, is now 617,062,059 as at 30 January 2018.
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 between AIM listed shares on the AIM Market of the London Stock Exchange, and ASX listed CDI's. (b) Issue of 10,000,000 Ordinary Shares as a placement to a sophisticated investor. (c) Grant of 10,000,000 unlisted options on the basis of one free option attaching to each ordinary share subscribed.  Each option entitles the holder to acquire one Ordinary Share in Thor at a price of 5.0 pence per share at any time, at the holders discretion, through to the expiry date of 29 January 2020.  The options are subject to an acceleration clause which applies once the volume weighted average price of the Company's Ordinary Shares traded on AIM over a five day period exceeds 14 pence. (refer ASX announcement 24 January 2018).
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. (c) Each Option entitles the holder to acquire one Ordinary Share in Thor.  Once exercised the Shares will rank equally with existing Ordinary Shares.
5	Issue price or consideration	(a) N/A (b) 3 pence per Ordinary Share, or £300,000 total consideration. (c) Nil.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	(a) N/A (b) The cash raised will be applied to the advancement of key Thor projects including Molyhil, Pilot Mountain and Kapunda Copper. (c) Grant of Unlisted Options to the participant in the placement under item (b) above (or their nominee), on the basis of one free option for each share subscribed.
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	29 November 2017
6c	Number of +securities issued without security holder approval under rule 7.1	(a) N/A (b) 10,000,000 Ordinary Shares. (c) 10,000,000 Unlisted Options.
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)	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	(a) Transfers 22 January 2018 to 29 January 2018 (b) 30 January 2018 (c) 30 January 2018

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	139,692,360	Ordinary Shares quoted by ASX ("THR" as CDIs) as at 30 January 2018.
9		Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	477,369,699               6,978,631 8,280,215 40,762,336 17,330,000 26,737,316 13,840,000 2,000,000 20,000,000                48,438,835 10,000,000 15,000,000 1,500,000	Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 30 January 2018. Unlisted Options: 0.9 pence unlisted warrants  expiring 27 July 2018. 1.2 pence unlisted warrants expiring 2 November 2018 1.2 pence unlisted warrants expiring 29 November 2018 1.25 pence unlisted warrants expiring 1 December 2018. 1.25 pence unlisted warrants expiring 7 April 2019. 1.25 pence unlisted warrants expiring 11 April 2019. 1.8 pence unlisted warrants  expiring 27 June 2019. 1.25 pence unlisted warrants expiring 26 July 2019. 1.8 pence unlisted warrants  expiring 28 July 2019. 5.0 pence unlisted warrants expiring 29 January 2020 1.8 pence unlisted warrants  expiring 31 March 2020. 1.8 pence unlisted warrants  expiring 27 June 2020.
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: 30 January 2018

                      (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 29 January 2017               367,158,340
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	Issue - options exercised               1,780,026 (Issued 17/3/17) Issue - options exercised               3,312,477 (Issued 20/3/17) Issue - options exercised                  762,365 (Issued 10/4/17) Placement (28/7/17)                    51,111,111 (approved 27 July 2017) Placement (03/11/17)                  29,473,686 (approved 29 November 2017) Issue - options exercised             10,000,000 (Issued 10/11/17) Issue - options exercised             20,730,855 (Issued 13/11/17) Issue - options exercised             10,773,161 (Issued 15/11/17) Issue - options exercised             20,749,484 (Issued 21/11/17) Issue - options exercised             18,113,051 (Issued 29/11/17) Placement (30/11/17)                   41,151,314 (approved 29 November 2017) Issue - options exercised               8,472,381 (Issued 6/12/17) Issue - options exercised              13,932,458 (Issued 18/12/17) Issue - options exercised                6,010,827 (Issued 28/12/17) Issue - options exercised                2,402,943 (Issued 22/01/18)
Subtract the number of fully paid ordinary securities cancelled during that 12 month period	0
"A"	605,934,479

Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	90,890,171
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	Issue as consideration                    1,127,580 (Issued 15/12/17) Issue for cash                                10,000,000 (Issued 30/01/18) Grant of Unlisted Options              10,000,000 (Granted 30/01/18)
"C"	21,127,580
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	90,890,171
Subtract "C" Note: number must be same as shown in Step 3	21,127,580
Total ["A" x 0.15] - "C"	69,762,591  [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	605,934,479
Step 2: Calculate 10% of "A"
"D"	0.10 Note: this value cannot be changed
Multiply "A" by 0.10	60,593,447
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
"E"	0

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	60,593,447
Subtract "E" Note: number must be same as shown in Step 3	0
Total ["A" x 0.10] - "E"	60,593,447 Note: this is the remaining placement capacity under rule 7.1A

 

END

 

 

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