Notice of General Meeting

RNS Number : 5002O

Thor Mining PLC

11 October 2012

 



THOR MINING PLC

Notice of General Meeting

Dated: 11 October 2012

Thor Mining plc ('the Company') (AIM, ASX: THR) announces that it has today posted a circular to shareholders containing notice of a general meeting ("Meeting") to be held at 10:00am (UK time) on Wednesday 31 October 2012 at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London, EC2P 2YU.

Full details on the arrangements and resolutions to be put to the 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 GENERAL MEETING

                                               Date of Meeting:     31 October 2012

                                               Time of Meeting:     10.00am London time

Venue:                      Grant Thornton

                                  30 Finsbury Square

                                  London EC2P 2YU

This Notice of 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 GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Thor Mining PLC will be held at the offices of Grant Thornton, 30 Finsbury Square, London, United Kingdom on 31 October 2012 at 10.00am (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 3 and as a special resolution in the case of Resolution 4.

AGENDA

ORDINARY RESOLUTIONS

1.     To approve and ratify for the purposes of ASX Listing Rule 7.4 the issue and allotment of 51,100,000 Shares at a price of GBP0.0125 per Share on 14 June 2012, to a number of placees identified by Simple Investments.

2.     To approve and ratify for the purposes of ASX Listing Rule 7.4 the issue and allotment of 50,000,000 Shares at a price of AUD0.012 per Share on 4 October 2012, to a number of placees identified by Patersons Securities.

3.     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  £500,000  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 RESOLUTION

4.     That, subject to and conditional on Resolution 3 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 3 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 (a) and (b) above, of equity securities following the exercise the Stage One Option under the Sale Purchase and Option Agreement for the Spring Hill Project (if exercised), up to a maximum aggregate nominal amount of £100,000;

(d)   the allotment, other than pursuant to sub-paragraphs (a), (b) and (c) above, of up to a maximum aggregate nominal amount of £400,000,

                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.

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 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

The Notes to the General Meeting accompanying this Notice of 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

11 October 2012.

Notes to the Notice of 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 at 8am on Tuesday 30 October 2012 (London time), or 7pm on Tuesday 30 October 2012 (Sydney time) 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 10.00am (London time) on 29 October 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 10.00am (London time) on 29 October 2012, or 48 hours before the time of any adjourned meeting.

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 applies in relation to amended instructions.  Any amended 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 6.00pm Australian Western Standard Time (10.00am London time) on 28 October 2012 (or 72 hours before the time of any adjourned meeting) i.e. to allow CHESS sufficient time to lodge the combined proxies in the UK 48 hours before the time of the meeting.

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 8am on Tuesday 30 October 2012 (London time), or 7pm on Tuesday 30 October 2012 (Sydney time) for your CDI voting instruction to be valid.

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 11 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 11 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 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 Resolutions 1 to 2 - Ratification of Share Placements

15.     ASX Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of Shareholders is required for the issue of equity securities if the equity securities will, when aggregated with the equity securities issued by the Company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

16.     ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without prior approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the Company's members subsequently approve it.

17.     Resolutions 1 and 2 are ordinary resolutions which seek approval under ASX Listing Rule 7.4 to the placing of, in the case of Resolution 1, 51,100,000 Shares on 14 June 2012 and, in the case of Resolution 2, 50,000,000 Shares on 4 October 2012.

18.     If Resolutions 1 and 2 are passed then the Shares the subject of those Resolutions will be deemed to have been issued with Shareholder approval and will, therefore, not be counted towards the 15% limit prescribed by ASX Listing Rule 7.1.  If  either or both of  the Resolutions are not passed, then the Company's 15% placement capacity under ASX Listing Rule 7.1 will not be refreshed to the extent of that placing that is not approved, which will restrict the Company's ability to issue securities or seek funding by way of capital raisings over the next 12 months.

19.     ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of each of Resolutions 1 and 2 for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

	Resolution 1	Resolution 2
Total number of Shares issued	51,100,000 Shares	50,000,000 Shares
Issue Price	GBP0.0125 per Share	AUD0.012 per Share
Basis on which the allottees of the Shares were identified	Clients of Simple Investments	Clients of Patersons Securities
Terms of issue of Shares allotted	Issued and allotted as fully paid and ranking equally with existing Shares on issue
Use of funds raised	Funds raised from each placement have and are being used to fund the Company's working capital requirements, including continued exploration and assessment of all the Company's gold and tungsten/molybdenum projects.
Voting Exclusion Statement	The Company will disregard any votes cast on: ·        Resolution 1 by the persons that participated in the issue of Shares the subject of Resolution 1 and their respective associates; and ·        Resolution 2 by persons that participated in the issue of Shares the subject of Resolution 2 and their respective associates. However, in the case of each of Resolution 1 and 2, the Company will not disregard a vote if: (i)      it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (ii)    it is cast by the person chairing the meeting 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.

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
Director	a director of the Company
CDI	Chess Depositary Interest, being a unit of beneficial ownership of a Share legally held by CHESS
Share	ordinary share in the capital of the Company
Shareholder	a holder of Shares
Stage One Option	The option to acquire an additional 26% legal and beneficial interest in the tenements the subject of the Spring Hill Project on the terms set out in the Sale, Purchase and Option Agreement
Sale, Purchase and Option Agreement	means the Sale, Purchase and Option Agreement  between the Company, its subsidiary TM Gold Pty Ltd and WDR Gold Pty Ltd in relation to staged acquisition by the Company of up to an 80% interest in the Spring Hill Project.
Thor or the Company	Thor Mining PLC (ARBN 121 117 673)

 

END

 

 

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