TIDMTHR
RNS Number : 6711C
Thor Mining PLC
19 April 2013
Friday 19 April 2013
THOR MINING PLC
Issue of Options and Appendix 3B
The Directors of Thor Mining PLC ("Thor" or the "Company") (AIM,
ASX: THR) advise today of the issue of options, as the balance of
consideration for the drawdown of the first tranche of the
A$1million debt facility initially announced on 15 February 2013
("the Facility").
As announced on 18 March 2013, the Tranche 1 draw down of the
Facility has occurred. On 19 March 2013, Thor issued 58,000,000
unlisted options to subscribe for Chess Depositary Interests at an
exercise price of A$0.007428 each, expiring on 19 March 2016 as
part consideration, being the number of options Thor could then
issue without security holder approval.
Following security holder approval at a General Meeting on 12
April 2013, the balance due in accordance with the terms of the
Facility, being 26,141,088 unlisted options to subscribe for Chess
Depositary Interests at an exercise price of A$0.007428 each,
expiring on 19 March 2016, have now been granted.
Thor also today released the following announcement on the
Australian Securities Exchange ("ASX") as required under the
listing rules of the ASX.
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 Unlisted Options.
issued or to be issued
Number of +securities
issued or to be issued
(if known) or maximum
2 number which may be issued 26,141,088
3 Principal terms of the Unlisted options to subscribe
+securities (eg, if options, for Chess Depositary Interests
exercise price and expiry at an exercise price of $0.007428
date; if partly paid (or 0.7428 cents) per CDI,
+securities, the amount expiring on 19 March 2016.
outstanding and due dates
for payment; if +convertible
securities, the conversion
price and dates for conversion)
-------------------------------------
4 Do the +securities rank No, but following exercise
equally in all respects of the options, the CDIs issued
from the date of allotment as a result will rank equally
with an existing +class with the existing class of
of quoted +securities? quoted CDIs.
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
-------------------------------------
5 Issue price or consideration Consideration: Balance of
consideration in relation
to the drawdown of the first
tranche of A$500,000 being
part of a A$1 million debt
facility.
-------------------------------------
Purpose of the issue Balance of consideration in
(If issued as consideration relation to the drawdown of
6 for the acquisition of the first tranche of A$500,000
assets, clearly identify being part of a debt facility.
those assets)
-------------------------------------
Is the entity an +eligible Yes
entity that has obtained
6a 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
-------------------------------------
The date the security 27 November 2012
holder resolution under
6b rule 7.1A was passed
-------------------------------------
Number of +securities Nil
issued without security
6c holder approval under
rule 7.1
-------------------------------------
Number of +securities Nil
issued with security
6d holder approval under
rule 7.1A
-------------------------------------
Number of +securities
issued with security
holder approval under
rule 7.3, or another
specific security holder
approval (specify date
6e of meeting) 26,141,088
-------------------------------------
Number of securities Nil
issued under an exception
6f in rule 7.2
-------------------------------------
If securities issued N/A
under rule 7.1A, was
6g 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.
-------------------------------------
If securities were issued N/A
under rule 7.1A for non-cash
6h consideration, state
date on which valuation
of consideration was
released to ASX Market
Announcements
-------------------------------------
Calculate the entity's Refer attached Annexure 1
remaining issue capacity
6i under rule 7.1 and rule
7.1A - complete Annexure
1 and release to ASX
Market Announcements
-------------------------------------
7 Dates of entering +securities 19 April 2013
into uncertificated holdings
or despatch of certificates
Number +Class
-------------- --------------------------
Number and +class of Ordinary Shares quoted
all +securities quoted by
on ASX (including the ASX ("THR" as CDIs)
securities in section as at 19
8 2 if applicable) 449,268,009 April 2013.
-------------- --------------------------
Number +Class
------------ -----------------------------
Ordinary Shares admitted
to the AIM Market of
the London Stock Exchange,
as at 4 March 2013.
Ordinary Shares, held
in escrow until 8 April
2014 (as CDIs).
4 cent Unlisted Options
expiring 24 November
2013 (Held by Directors).
5 cent Unlisted Options
expiring 20 December
2013. (Held by Associates).
3.5 cent Unlisted Options
expiring 13 June 2014.
(Held by Associates).
2.0 pence Unlisted Options
expiring 21 June 2015.
454,831,614 (Held by Associates).
21,666,667 2.0 cent Unlisted Options
8,000,000 expiring 27 September
Number and +class of 1,000,000 2015. (Held by Employees).
all +securities not quoted 1,000,000 0.7428 cent unlisted
on ASX (including the 4,000,000 options expiring 19
securities in section 1,100,000 March 2016. (Held by
9 2 if applicable) 84,141,088 issuer of debt facility).
------------ -----------------------------
10 Dividend policy (in the No Policy
case of a trust, distribution
policy) on the increased
capital (interests)
-------------------------------------------
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) Securities described in Part 1
(b) X 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: 19 April 2013
(Company Secretary)
Print name: Allan Burchard
== == == == ==
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 (As at 19 April 2012) 710,383,067
securities on issue 12 months
before date of issue or agreement
to issue
-------------------------------------------------------------- -------------------------------------
Add the following:
* Number of fully paid ordinary securities issued in
that 12 month period under an exception in rule 7.2
Issued 04/07/2012 44,400,000
* Number of fully paid ordinary securities issued in (Approved 27/05/2012)
that 12 month period with shareholder approval Issued 13/6/2012 51,100,000
Issued 02/10/2012 50,000,000
(Each approved 31/10/2012)
Placement, (14/11/2012) 47,542,856
Employee Remuneration 673,700
Western Desert Resources re
Spring Hill consideration.
21,666,667
(Each approved 12 April 2013)
* 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
-------------------------------------------------------------- -------------------------------------
Subtract the number of fully
paid ordinary securities cancelled
during that 12 month period 0
-------------------------------------------------------------- -------------------------------------
"A" 925,766,290
-------------------------------------------------------------- -------------------------------------
Step 2: Calculate 15% of "A"
----------------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot be
changed]
------------------------------------------------------------- -------------------------------
Multiply "A" by 0.15 138,864,943
------------------------------------------------------------- -------------------------------
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
------------------------------------------------------------- -------------------------------
"C" 0
------------------------------------------------------------- -------------------------------
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 2 138,864,943
------------------------------------------------------------- -------------------------------
Subtract "C"
Note: number must be same
as shown in Step 3 0
------------------------------------------------------------- -------------------------------
Total ["A" x 0.15] - "C" 138,864,943
[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
1 925,766,290
-------------------------------------------------------------- ----------------------------
Step 2: Calculate 10% of "A"
--------------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot be
changed
-------------------------------------------------------------- ----------------------------
Multiply "A" by 0.10 92,576,629
-------------------------------------------------------------- ----------------------------
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 0
-------------------------------------------------------------- ----------------------------
"E" 0
-------------------------------------------------------------- ----------------------------
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 92,576,629
------------------------------ --------------------------------
Subtract "E"
Note: number must be same
as shown in Step 3 0
------------------------------ --------------------------------
Total ["A" x 0.10] - "E" 92,576,629
Note: this is the remaining
placement capacity under rule
7.1A
------------------------------ --------------------------------
Mick Billing +61 (0) 8 7324 Thor Mining PLC Executive Chairman
1935
Allan Burchard +61 (0) 8 7324 Thor Mining PLC CFO/Company Secretary
1935
Gerry Beaney +44 (0) 20 7383 Grant Thornton Corporate Nominated Adviser
/ David Hignell 5100 Finance
Nick Emerson/ +44 (0) 1483 413500 Simple Investments Broker
Renato Rufus
Alex Walters/ +44 (0) 77 7171 Cadogan PR Financial PR
Emma Wigan 3608
+44 (0) 20 7839
9260
This information is provided by RNS
The company news service from the London Stock Exchange
END
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