Acquisition
June 13 2006 - 4:35AM
UK Regulatory
RNS Number:4645E
Thor Mining PLC
13 June 2006
THOR MINING PLC
PROPOSED ACQUISITION OF HALE ENERGY LIMITED ("HALE")
Dated: 13 June 2006
The Director's of Thor Mining PLC ("Thor" or the "Company"), the mineral
exploration and development company focussed on advancing tungsten and
molybdenum projects in the Northern Territory of Australia, announces the
proposed acquisition of a portfolio of uranium exploration assets in the
Northern Territory of Australia from Australian Stock Exchange listed minerals
company Batavia Mining Limited ("Batavia") (the "Proposed Acquisition"). It is
proposed that the consideration for the Proposed Acquisition will be satisfied
by the issue of 16 million new ordinary shares in the capital of the Company
(the "Shares") (the Consideration Shares") and the issue of 8.5 million warrants
entitling the holders to subscribe for Shares.
Highlights
* The uranium projects cover over 2,100 square kilometres and all are
located in the Northern Territory of Australia. They include exploration
targets prospective for roll-front, high grade vein, and structural uranium
deposits; and
* Significant growth and diversification step for Thor as a specialty metals
company.
The Proposed Acquisition is subject to approval by Thor's shareholders and the
admission of the Consideration Shares and the IPO Shares to trading on AIM.
ASX Listing
As announced on 18 April 2006 the Company is proposing to list on the Australian
Stock Exchange (the "ASX"). As part of the Proposed Acquisition, Thor intends to
undertake an Initial Public Offering ("IPO") in Australia and to list the
Consideration Shares and these IPO Shares on the ASX. It is intended that funds
from the IPO will provide finance for a vigorous, well funded exploration
programme of the enlarged portfolio of exploration and development assets and,
if required, for finalising the definitive feasibility study of the Tungsten and
Molybdenum Project, announced on 4 April 2006.
The Company intends to finalise the prospectus for listing on the ASX and lodge
it with the ASX in July 2006. Thor is currently negotiating an underwriting
agreement for the proposed IPO.
Up to 60% of the Australian fund raising will be made available to the Batavia
shareholders.
Share Consolidation
In the announcement of 18 April 2006 the Directors disclosed their intention to
seek shareholders approval to consolidate the share capital of the Company.
It is currently envisaged that the Directors will seek approval from
shareholders to consolidate the existing share capital of the Company on a one
for three basis, reducing the current the share capital of the Company to
63,891,666 Shares, prior to the issue of the Consideration Shares and the IPO
Shares.
As part of the proposals the Company will also seek shareholder approval to
issue one warrant for every two Shares held by existing shareholders on the
share register of the Company immediately prior to completion of the proposals
detailed in this announcement, at no extra cost to that shareholder. Each
warrant will entitle the holder to subscribe for one Share.
Further details of the terms and conditions of the warrants will be set out in
the prospectus to be issued in connection with the ASX listing.
It is not intended that the Australian prospectus will be registered in the
United Kingdom. However, it will comply with the AIM Rules and be sent to
shareholders for information purposes only together with a circular detailing
the proposals as set out in this announcement and the Notice of Extraordinary
General Meeting.
Proposed Acquisition of Hale
Under the heads of terms entered into with Batavia, Thor will acquire Hale, a
wholly owned subsidiary of Batavia that holds the uranium assets. The
consideration is to be satisfied by the issue of 16 million fully-paid Shares
and the issue of 8.5 million warrants to subscribe for Shares. The warrants
granted to Batavia will have the same terms and conditions as the warrants
granted to the existing shareholders.
Continental Resource Management Pty Ltd ("CRM") will prepare a competent persons
report on the uranium assets and an independent valuation of the assets or
mining tenements of Hale. The competent persons report will be set out in the
prospectus to be issued in connection with the ASX listing.
Batavia has previously announced its intention to divest or list Hale to enable
it to focus on the development of its core asset, the Deflector Gold-Copper
Project in Western Australia. As part of this process Batavia has incurred
certain costs. Thor has undertaken to settle these costs which are not material.
Gregory Durack is Managing Director of Batavia and a Non-executive Director of
Thor.
Uranium Assets
The uranium project portfolio - including the Harts Range Uranium Project in the
Arunta Province of the Northern Territory and a number of prospective
exploration areas - represents a significant strategic acquisition for Thor
alongside its specialty metals projects in the Northern Territory. Australia has
significant uranium endowment with the continent containing approximately 40% of
the world's known uranium resources
The acquisition includes over 2100 square kilometres of prospective exploration
ground and a comprehensive database of historical uranium exploration
information. A number of advanced targets for high-grade intrusive, sandstone
and structurally controlled uranium deposits have been identified within the
portfolio.
The principal projects included within the portfolio are summarised below:
Harts Range Uranium Project
The Harts Range Project is located approximately 200km east-northeast of Alice
Springs in the Arunta Province of the Northern Territory. The Exploration
Licences were granted in February 2006.
Regional exploration for Uranium was conducted over the Harts Range area between
1992 and 1995 by PNC Exploration (PNC), which carried out regional
reconnaissance sampling resulting in the discovery of significant uranium
mineralisation. PNC followed up with an extensive regional assessment programme
which outlined four distinctive styles of high-grade uranium occurrences in vein
and structurally controlled mineralisation. Vein style mineralisation associated
with regional east - west structures yielded reconnaissance samples of between
3.2 - 8.5% Uranium. The full extent of the alteration and resultant uranium
anomalies were not followed up by PNC and remain priority exploration targets.
Hale River and Plenty Highway Project
These projects comprise two Exploration Licences covering the Hale River
Tertiary basins and the Plenty River Tertiary basin in the Northern Territory,
where previous exploration has indicated potential to host sandstone type or
roll front uranium deposits.
Sandstone-type deposits account for approximately 7% of known uranium resources
in the Northern Territory an represent the second most important type of
economic uranium mineralisation to be discovered within Australia. Previous
drilling in the Hale River Tertiary Basin of 98 RAB holes has confirmed the
presence of near-surface lignite beds overlying concealed and confined
palaeo-channels covered with unconsolidated sands. This basin stratigraphy
represents a prime target for roll front uranium mineralisation.
Three prospective targets have been outlined within the Hale River tenement, the
largest of which is 4km long and 500m wide and remains untested. Hale River has
advanced exploration targets with real potential to outline significant uranium
resources similar to those within the Ngalia and Amadeus basins.
Curtis Pound
The Curtis Pound Prospect is located approximately 150km south of Tennant Creek.
The tenement contains nine airborne radiometric anomalies defined from a 1971.
Only two anomalies were followed up on the ground with both returning highly
anomalous uranium rock chip results of up to 100 times the background values.
Bundey River
The Bundey River project covers extensions to magnetic linear trends seen on the
Plenty River Project area. These trends are considered to be prospective for
roll front deposits.
URANIUM TENEMENTS
PROJECT TENEMENT
HALE RIVER PROJECT ELA24809
PLENTY HIGHWAY PROJECT ELA24810
HARTS RANGE PROJECT EL24734
EL24735
EL24736
EL24765
EL24827
A24766
CURTIS POUND PROJECT ELA24823
BUNDEY RIVER PROJECT ELA25378
ELA = Exploration Licence Application
A = Authorisation
EL = Exploration Licence
Shareholders Meeting
To facilitate the Proposed Acquisition and obtain shareholder approval for the
various matters detailed in this announcement it is proposed that a shareholders
meeting of Thor will be held in July 2006. Shareholders will be sent the Notice
of the Extraordinary General Meeting, the circular and the prospectus for the
ASX listing in due course.
Resolutions proposed to be placed before shareholders for consideration, and if
thought fit, passing will include the following:
* approval for the acquisition of Hale;
* approval for the consolidation of the Company's share capital;
* approval for the proposed issue of warrants;
* approval for the ASX listing; and
* approval for amendments to the Memorandum and Articles of Association.
Summary
The Proposed Acquisition of Hale and its uranium assets and the proposed ASX
listing represent a significant step for Thor in its continued development as a
diversified specialty metals company.
The acquisition of Hale will significantly expand Thor's asset base while the
Australian IPO and ASX listing will further broaden the Company's capital base
to support its development and exploration activities.
The Company is currently considering other potential acquisition opportunities
in the specialty metals sector internationally, and intends to build on the
strong asset base established in the Northern Territory of Australia to further
advance its growth as a diversified international mining and resource company.
Enquiries:
John Barr 00 61 418 912 885 Thor Mining PLC Executive Chairman
John Simpson 020 7512 0191 ARM Corporate Finance Ltd Nominated Adviser
Abigail Singleton 020 7429 6606 Conduit PR Public Relations
or
07739 461 061
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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