Appendix 3B

RNS Number : 7519V

Thor Mining PLC

10 April 2019

 

Wednesday, 10 April 2019

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/ Ben Roberts	[phone]	Grant Thornton UK LLP	Nominated Adviser
Nick Emerson	[phone]	SI Capital Ltd	Joint Broker
David Hignell / Rob Rees	[phone]	SP Angel Corporate Finance LLP	Joint 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 (AIM, ASX: THR) 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 August 2018¹ suggested attractive returns.

Adjacent Molyhil, at Bonya, Thor holds a 40% interest in deposits of tungsten, copper, and vanadium, including an inferred resource for the Bonya copper deposit.²

Thor also holds 100% of the Pilot Mountain tungsten project in Nevada USA which has a JORC 2012 Indicated and Inferred Resources Estimate³ on 2 of the 4 known deposits.  The US Department of the Interior has confirmed that tungsten, the primary resource mineral at Pilot Mountain, has been included in the final list of Critical Minerals 2018.

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 resource⁴ on the portion of the historic Kapunda copper mine in South Australia recoverable by way of in situ recovery. 

Thor has an interest in Hawkstone Mining Limited, an Australian ASX listed company with a 100% Interest in a Lithium project in Arizona, USA.

Finally, Thor also holds a production royalty entitlement from the Spring Hill Gold project⁵ 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 ounce.

Notes

¹ Refer ASX and AIM announcement of 23 August 2018

² Refer ASX and AIM announcement of 26 November 2018

³ Refer AIM announcement of 13 December 2018 and ASX announcement of 14 December 2018

⁴ Refer AIM announcement of 10 February 2016 and ASX announcement of 12 February 2018

⁵ Refer AIM announcement of 26 February 2016 and ASX announcement of 29 February 2017

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) (d) Ordinary shares (e) CDIs
2	Number  of +securities issued or to be issued (if known) or maximum number which may be issued	(a) Transfers of 12,850,000 to AIM listed shares on the AIM Market of the London Stock Exchange, from ASX listed CDI's, during the period 10 December 2018 to 10 April 2019. (b) Issue of 47,058,823 Ordinary Shares to sophisticated investors in the UK on 10 April 2019. (c) Grant of 47,058,823 Unlisted Options on 10 April 2019, to the participants in the placement under item (b) above (or their nominees), on the basis of one free option for each share subscribed. (d) Issue of 37,741,627 Ordinary Shares, on 10 April 2019, to shareholders (or their nominees) of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd for the acquisition of those companies.  (ASX Announcement 28 March 2019) (e) Issue of 15,258,373 Ordinary Shares as CDIs, on 10 April 2019, to shareholders (or their nominees) of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd for the acquisition of those companies.  (ASX Announcement 28 March 2019). The total number of securities, listed on both AIM and ASX, is now 816,959,363 as at 10 April 2019.
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 Ordinary Shares. (c) Grant of Unlisted Options. The Options have an exercise price of £0.013 (1.3 pence) and an expiry date of 10 April 2022. (d) Issue of Ordinary Shares. (e) Issue of Ordinary Shares as CDIs.
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. (d) Yes. (e) Yes.
5	Issue price or consideration	(a) N/A (b) 47,058,823 at £0.0085 (0.85 pence) per Ordinary Share for a total of £400,000. (c) Nil. (d) Ordinary Shares at an agreed price of £0.0085 (0.85 pence) per Ordinary Share, issued as consideration for the acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd. (e) As per (d) above.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	(a) N/A (b) Placing for cash. The funds raised will be used to provide the Company with additional working capital, while the Company progresses efforts to secure finance for its Molyhil project in the Norther Territory of Australia. (c) Grant of Unlisted Options to the participants in the placement under item (b) above (or their nominees), on the basis of one free option for each share subscribed. (d) Issued as consideration for the acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd (e) As per (d) above.
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 2018
6c	Number of +securities issued without security holder approval under rule 7.1	(a) N/A (b) N/A (c) Grant of 47,058,823 Unlisted Options. (d) Issue of 37,741,627 Ordinary Shares. (e) Issue of 15,258,373 Ordinary Shares as CDIs
6d	Number of +securities issued with security holder approval under rule 7.1A	(a) N/A (b) Issue of 47,058,823 Ordinary Shares. (c) N/A (d) 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.	(a) N/A (b) Issue of 47,058,823 Ordinary Shares.       Issue date:          10 April 2019       Issue price:         £0.0085 (A$0.0156)       More than 75% of VWAP?: Yes       VWAP                A$0.0167       75% thereof:      A$0.0125           VWAP source:  IRESS (c) N/A (d) N/A (e) 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 10 December 2018 to 10 April 2019 (b) 10 April 2019 (c) 10 April 2019 (d) 10 April 2019 (e) 10 April 2019

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	162,042,680	Ordinary Shares quoted by ASX ("THR" as CDIs) as at 10 April 2019.
9		Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	654,916,683 13,840,000 2,000,000 20,000,000                39,444,444 500,000 10,000,000 15,000,000 1,500,000              10,000,000 5,000,000 15,000,000 47,058,823	Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 10 April 2019. Unlisted Options: 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 22 August 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. 1.5 pence unlisted options expiring 2 November 2020. 4.5 pence unlisted options expiring 29 December 2020. 3.5625 pence unlisted options expiring 7 June 2021.  1.3 pence unlisted options expiring 10 April 2022
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: 10 April 2019

                      (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 9 April 2018                        648,573,546
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	Options exercised                           2,904,762 (Issued 13/07/18) Options exercised                           1,428,571 (Issued 27/07/18) Options exercised                              451,643 (Issued 6/08/18) Acquisition (Issued 5/10/18)          14,527,205 (ratified at AGM 28/11/18) Options exercised                           4,250,000 (Issued 2/11/18) Options exercised                           4,960,866 (Issued 9/11/18) Options exercised                           7,500,000 (Issued 5/12/18) Options exercised                         31,203,947 (Issued 10/12/18)
Subtract the number of fully paid ordinary securities cancelled during that 12 month period	0
"A"	715,800,540

Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	107,370,081
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 for services provided             1,100,000 (Shares issued 23/11/18) Issue for services provided                500,000 (Options granted 23/11/18) Placement                                     47,058,823 (Options issued 10/04/19) Acquisition Shares                         53,000,000 (Shares issued 10/04/19)
"C"	101,658,823
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	107,370,081
Subtract "C" Note: number must be same as shown in Step 3	101,658,823
Total ["A" x 0.15] - "C"	5,711,258  [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	715,800,540
Step 2: Calculate 10% of "A"
"D"	0.10 Note: this value cannot be changed
Multiply "A" by 0.10	71,580,054
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	Placement                                    47,058,823 (Shares issued 10/04/19)
"E"	47,058,823

 

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	71,580,054
Subtract "E" Note: number must be same as shown in Step 3	47,058,823
Total ["A" x 0.10] - "E"	24,521,231 Note: this is the remaining placement capacity under rule 7.1A

 

END

 

 

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