Placing of shares

RNS Number : 3831L

Thor Mining PLC

03 July 2014

 



3 July 2014

THOR MINING PLC

SHARE SUBSCRIPTION AND GENERAL MEETING

Highlights

·      Placement to raise UK£550,000 (approximately A$1m) at 0.1p per share (AUD0.181cents)

·      General Meeting of shareholder to be convened to:

•     Approve the issue of shares for the acquisition of the Pilot Mountain Tungsten Project from Black Fire Minerals Limited (as announced on 10 June 2014) (Acquisition);

•     the Placement

•     Subject to the Acquisition, approval of the conversion into shares of loan notes held by Thor directors into Thor shares.

Mick Billing, Chairman of Thor, commented "I am very pleased with the support shown by both new and existing shareholders in the Placement.  The proceeds of the Placement will provide funds to finalise the upgraded Definitive Feasibility Study (DFS) for the Molyhil Tungsten Project, expected during the September quarter, commencing with an upgrade to the Statement of Open Cut Ore Reserves expected to be published later this month. Pursuant to the Company's strategy to become a developer of Tungsten Projects, the recent agreement to acquire the Pilot Mountain Tungsten Project is an important milestone for Thor and shareholders will have the opportunity to consider this acquisition at the General Meeting."

The Placement                                                   

Thor Mining PLC ("Thor") (AIM, ASX: THR), the Australian tungsten explorer and developer, is pleased to announce that it has completed a placement to raise, in aggregate, UK£550,000 (approximately A$1million) before expenses from investors introduced by Thor's UK broker VSA Capital (the Placement). 

The Placement will be completed in two tranches.  The initial tranche, pursuant to the Company existing authorities, by way of a placement of 245,800,472 new ordinary shares of 0.01p each in the capital of the Company ("new Ordinary Shares") (the "Initial Shares") at a price of 0.1p (AUD0.181cents) per share (Placement Price) (the "Tranche 1 Placement") and a further placement, subject to shareholder approval, of 304,199,528 new Ordinary Shares (the "Further Shares") at the Placement Price (the "Tranche 2 Placement").  A portion of the Tranche 2 Placement is subject to an equity swap arrangement as described below.

Use of Proceeds

The net proceeds raised will be used primarily to finalise an upgraded Definitive Feasibility Study at Thor's Molyhil tungsten project in Australia's Northern Territory,  and also augment the Company's existing cash resources, including allowance for some exploration activities around Molyhil where potential exists to identify additional tungsten deposits.

Acquisition of Pilot Mountain Tungsten Project

As announced on 10 June 2014, the Company has entered into an agreement, subject to due diligence and shareholder approval, to acquire the Pilot Mountain Tungsten Project from Black Fire Minerals Limited.

The due diligence process continues, but is expected to be complete prior to the general meeting to approve the acquisition and issue of shares to Black Fire, conditional upon shareholders of Black Fire Minerals also agreeing to the sale.

General Meeting

The Company has issued the Initial Shares under its existing share capital authority, pursuant to ASX Listing Rule 7.1, and is proposing to issue the Further Shares under new authorities to be sought at a General Meeting to be convened shortly (the "General Meeting"). 

The General Meeting will also consider approval for the issue of 418,750,000 shares to Black Fire Minerals Limited (under a 12 month trading restriction) as advised on 10th June 2014, and also seek approval for Thor directors, who advanced loan monies, totalling A$175,000 (including interest) in respect of the acquisition by Black Fire Minerals Limited of the Pilot Mountain project, to invest the value of those loans in Thor securities at the Placement Price, with the issue of 96,685,082 ordinary shares. 

The conversion of these directors' loans constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.  The independent director, Greg Durack, having consulted with the Company's nominated adviser, considers that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

The Notice of Meeting will be included in a circular expected to be posted shortly to those shareholders who have elected to receive hardcopy shareholder communications from the Company and which, once posted, will also be made available to download from the Company's website at www.thormining.com.

Details of the Placement and Equity Swaps Component

The Company has placed 550 million new Ordinary Shares at the Placement Price to raise £550,000 (A$1million), before expenses.  The Placement is being undertaken in two Tranches, with the Initial Shares anticipated to be issued and admitted to trading on or about 8th July 2014.  The Further Shares will be issued subject to shareholder approval and are anticipated to be admitted to trading on or about 5^th August 2014.

Lanstead Capital L.P. ("Lanstead"), an existing institutional investor in the Company, has subscribed for portion of the Tranche 2 Placement, being 150,000,000 new Ordinary Shares (the "Lanstead Placement Shares"), for an aggregate consideration of UK£150,000. The Company has entered into Equity Swap Agreements with Lanstead which allow the Company to retain much of the economic interest in the Lanstead Placement Shares. The Equity Swap Agreements enable the Company to secure much of the potential upside arising from anticipated near term news flow.

The Equity Swap Agreements provide that the Company's economic interest will be determined and payable in 18 monthly settlement tranches as measured against a benchmark price of 0.133333p (AUD0.24cents) per share (the "Benchmark Price"). If the measured share price exceeds the Benchmark Price, for that month, the Company will receive more than 100 % of the monthly settlement due on a pro rata basis. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements. Should the measured share price be below the Benchmark Price, the Company will receive less than 100 per cent of the expected monthly settlement on a pro rata basis. Of the aggregate proceeds of UK£150,000 from the issue of the Lanstead Subscription Shares, the Company will use UK£22,500 (15 per cent.) for working capital and UK£127,500 (85 per cent.) for investment in the Equity Swap Agreements as described above. In no event would a decline in the Company's share price result in any increase in the number of Ordinary Shares received by Lanstead or any other advantage accruing to Lanstead.

Application has been made to the London Stock Exchange for the Initial Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Initial Subscription Shares and Initial Value Shares will commence at 8.00 a.m. on or about 8 July 2014.

Application will be made to the London Stock Exchange for the Second Subscription Shares, the shares to be issued to Black Fire Minerals, and the directors loan conversion shares, to be issued under the new authorities, to be admitted to trading on AIM shortly after the forthcoming General Meeting.

The new Ordinary Shares will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares.

The total number of Ordinary Shares on issue following completion of the Initial Subscription, and the total number of voting rights, will be 1,949,470,327.  Thor does not hold any Ordinary Shares in treasury and accordingly there are no voting rights in respect of any treasury shares.

Following completion of the Subscription, the aforementioned figure of 1,949,470,327 Ordinary Shares 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, Thor under the FCA's Disclosure and Transparency Rules.

In the event that shareholders approve all motions at the General Meeting and the securities authorised for issue are allotted, the total number of Ordinary Shares on issue following completion of those allotments, and the total number of voting rights, will be 2,769,104,937. Following completion of that allotment, the aforementioned figure of 2,769,104,937 Ordinary Shares 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, Thor under the FCA's Disclosure and Transparency Rules.

Enquiries:

Mick Billing	[phone]	Thor Mining PLC	Executive Chairman
Ray Ridge	[phone]	Thor Mining PLC	CFO/Company Secretary
Colin Aaronson/ David Hignell/ Jamie Barklem	[phone]	Grant Thornton UK LLP	Nominated Adviser
Andrew Monk/ Bhavesh Patel	[phone]	VSA Capital Limited	Broker
Alex Walters	[phone] [phone]	Cadogan PR	Financial PR

 

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