Notice of General Meeting and Issue of Equity

RNS Number : 9650A

Thor Mining PLC

02 October 2020

 

2 October 2020

THOR MINING PLC

NOTICE OF GENERAL MEETING

and

ISSUE OF EQUITY

Thor Mining PLC ("Thor" or "the Company") (AIM, ASX: THR) has today posted the notice of the General Meeting to be held at the office of Thor Mining, 58 Galway Avenue, Marleston, South Australia on 20 October 2020 at 5.00 p.m. (Australian Central Daylight Time) (the "General Meeting").

The difficulties with air transport, the need for quarantine and allied matters means that the general meeting will be held in Australia with only two directors or senior employees present each of whom is either a shareholder, or a proxy, or a corporate representative appointed by a shareholder. No other shareholder, proxy or corporate representative should attend the general meeting in person. The attendance by a shareholder (other than the ones specifically required to form the quorum for that meeting) is not essential.

All resolutions of the general meeting will be decided on a poll. Shareholders will still be able to vote in advance of the general meeting by proxy. To ensure that their vote counts, shareholders should only appoint the chairman of the general meeting to act as their proxy.

Should changes with regard to the impact of Covid-19 be announced by either government before the general meeting, the directors will consider those changes and the impact on the proposed general meeting. Any proposed changes will be announced on the website.

The purpose of the General Meeting is to consider, and if thought fit, pass the resolutions contained in the notice of meeting.

Resolutions 1 and 2 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders. Resolution 1 is a requirement under English company law where the Company wishes to allot new securities; resolution 2 is a requirement under English company law where the Company wishes to do so for cash without first offering those securities on a pro rata basis to existing shareholders.

Resolutions 3 to 7 inclusive relate to a £1,065,000 placement, announced on 15 September 2020.  Each resolution is detailed further below:

· Resolution 3 seeks shareholder approval to ratify, under ASX Listing Rule 7.4, the issue of 123,750,000 ordinary shares and 61,875,000 unlisted warrants (Tranche 1 Placement Securities) that were previously issued within the Company's placement capacity under ASX Listing Rule 7.1, on 28 September 2020. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.

· Resolution 4 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of 25,500,000 Ordinary Shares and 12,750,000 unlisted warrants. The Ordinary Shares and warrants are proposed to be issued on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3).

· Resolution 5 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of 25,000,000 Ordinary Shares and 12,500,000 unlisted warrants to existing Shareholder Metal Tiger PLC. The Ordinary Shares and warrants are proposed to be issued on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3).

· Resolution 6 seeks shareholder approval, for the purposes of ASX Listing Rule 10.11, for the issue of 2,500,000 Ordinary Shares and 1,250,000 unlisted warrants to Mr Billing. The proposed issue of these securities are on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3). However, ASX Listing Rules requires separate shareholder approval for the issue of these securities, as Mr Billing is a Director and, therefore a Related Party of the Company.

· Resolution 7 seeks shareholder approval, for the purposes of ASX Listing Rule 10.11, for the issue of 833,333 Ordinary Shares and 416,667 unlisted Options to Mark McGeough. The proposed issue of these securities are on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3). However, ASX Listing Rules requires separate shareholder approval for the issue of these securities, as Mr McGeough is a Director and, therefore a Related Party of the Company.

The terms of the Options referred to in each of Resolutions 3 to 7 inclusive, all have an exercise price of £0.01 (1 penny) and an expiry date two years from the date of issue.

Resolution 8 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue of 4,000,000 unlisted warrants to a company providing investor relations services to Thor, as part consideration for the services being provided. The proposed warrants have an exercise price of £0.0054 (0.54 pence) and expire three years from the date of issue.

A copy of the Notice of the General Meeting will also be available on the Company's website, http://www.thormining.com/

Settlement and dealings

Application will be made to the AIM Market of the London Stock Exchange ("AIM") for a total of 53,833,333 new Ordinary Shares, pursuant to the Conditional Placing, which will rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading. Dealings on AIM are expected to commence at 8:00am on or around 23 October 2020 ("Admission").

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following Admission of the Initial Placing ordinary shares, Thor will have 1,493,204,800 Ordinary Shares in issue with voting rights attached. Thor holds no shares in treasury. This figure of 1,493,204,800 may 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 Company, under the ASX Listing Rules or the DTRs.

Enquiries:

Mick Billing [phone] Thor Mining PLC Executive Chairman Ray Ridge [phone] Thor Mining PLC CFO/Company Secretary Samantha Harrison/ Niall McDonald [phone] Grant Thornton UK LLP  Nominated Adviser Nick Emerson [phone] SI Capital Ltd Broker

Upd ates on the Company's activities are regularly posted on Thor's website   w w w.th o r m i n i ng .c o m , which includes a facility to register to receive these updates by email, and on the Company's twitter page @ThorMining.

Ab o u t 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 Inferred Resource estimates for the White Violet and Samarkand tungsten deposits and 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 Estimate ³ 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 holds a 25% interest Australian copper development company EnviroCopper Limited (with rights to increase its interest to 30%).  EnviroCopper Limited holds:

· r ights to earn up to a 75% interest in the mineral rights and claims over the resource ⁴ on the p o r tion of the historic Kapunda copper mine in South Australia considered recoverable by way of in situ recovery; and

· rights to earn up to 75% of the Moonta copper project, also in South Australia comprising the northern portion of exploration licence EL5984 and includes a resource estimate ⁵ for several deposits considered recoverable by way of in situ recovery .

N ot e s

¹ Refer ASX and AIM announcement of 23 August 2018

² Refer ASX and AIM announcements of 26 November 2018 and 29 January 2020

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

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

⁵ Refer ASX and AIM announcement of 15 August 2019

 

END

 

 

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