TIDMTHR
RNS Number : 2167G
Thor Mining PLC
04 June 2013
Tuesday 4 June 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 consideration
for the drawdown of the second tranche of A$500,000, of the
A$1million debt facility initially announced on 15 February 2013
("the Facility").
The Tranche 2 draw down of the Facility will occur on Tuesday 4
June 2013. Thor has today issued 62,887,808 unlisted options to
subscribe for Chess Depositary Interests at an exercise price of
A$0.005963 each, expiring on 19 March 2016. The issue of these
options is a condition precedent to the drawdown of the second
tranche of $500,000.
Security holder approval to the issue of these options was
granted at a general meeting of the company held on 12 April
2013.
Thor also today released the following announcement on the
Australian Securities Exchange ("ASX") as required under the
listing rules of the ASX.
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 (a) Chess Depository
issued or to be Interests (CDIs) issued
issued over ordinary shares
(b) Unlisted options
2 Number of +securities (a) There were no transfers
issued or to be of AIM Listed shares
issued (if known) from the AIM Market
or maximum number of the London Stock
which may be issued Exchange to ASX, or
vice versa, during
the period from 1 May
to 31 May 2013.
(b) 62,887,808 Unlisted
Options
3 Principal terms (a) Not Applicable
of the +securities .
(eg, if options, (b) Unlisted options
exercise price to subscribe for Chess
and expiry date; Depository Interests
if partly paid at an exercise price
+securities, the $0.005963 (or 0.5963
amount outstanding cents) per CDI expiring
and due dates for on 3 June 2016.
payment; if +convertible
securities, the
conversion price
and dates for conversion)
---------------------------------------
4 Do the +securities (a) Not Applicable
rank equally in .
all respects from (b) No, but following
the date of allotment exercise of the options.
with an existing The CDIs issued as
+class of quoted a result will rank
+securities? equally with the existing
class of 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 (a) Not Applicable
consideration (b) Consideration:
in relation to the
drawdown of the second
tranche of $500,000
being the final part
of a $1 million debt
facility announced
on 15 February 2013.
---------------------------------------
Purpose of the (a) Not Applicable
issue (b) Consideration in
6 (If issued as consideration relation to the drawdown
for the acquisition of the second tranche
of assets, clearly of $500,000 being the
identify those final part of a $1
assets) million debt facility
announced on 15 February
2013.
---------------------------------------
Is the entity an Yes
+eligible entity
6a that has obtained
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
6b under rule 7.1A
was passed
---------------------------------------
Number of +securities
issued without
6c security holder
approval under
rule 7.1
---------------------------------------
Number of +securities Nil
issued with security
6d holder approval
under rule 7.1A
---------------------------------------
Number of +securities (a) Not Applicable
issued with security (b) 62,887,808
6e holder approval
under rule 7.3,
or another specific
security holder
approval (specify
date of meeting)
---------------------------------------
Number of securities Nil
issued under an
6f exception in rule
7.2
---------------------------------------
If securities issued N/A
under rule 7.1A,
6g was 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 N/A
issued under rule
6h 7.1A for non-cash
consideration,
state date on which
valuation of consideration
was released to
ASX Market Announcements
---------------------------------------
Calculate the entity's Refer attached Annexure
remaining issue 1
6i capacity under
rule 7.1 and rule
7.1A - complete
Annexure 1 and
release to ASX
Market Announcements
---------------------------------------
7 Dates of entering (a) Not Applicable
+securities into (b) 3 June 2013
uncertificated
holdings or despatch
of certificates
Number +Class
------------ ----------------
Number and +class
of all +securities Ordinary Shares
quoted on ASX (including quoted by
the securities ASX ("THR" as
in section 2 if CDIs) as at 31
8 applicable) 491,247,827 May 2013
------------ ----------------
Number +Class
------------ -------------------------
Number and +class 469,900,272 Ordinary Shares
of all +securities 21,666,667 admitted to the
not quoted on ASX 8,000,000 AIM Market of
(including the securities 1,000,000 the London Stock
in section 2 if 1,000,000 Exchange, as at
applicable) 4,000,000 31 May 2013.
1,100,000 Ordinary Shares,
84,141,088 held in escrow
62,887,808 until 8 April
20,067,431 2014, quoted by
8,456,833 ASX (as CDIs)
"THR".
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.
(Held by Associates).
2.0 cent Unlisted
Options
expiring 27 September
2015. (Held by
Employees).
0.7428 cent unlisted
options expiring
19 March 2016.
(Held by issuer
of debt facility).
0.5963 cent unlisted
options expiring
3 June 2016.
(Held by issuer
of debt facility).
1.05 cent unlisted
options expiring
30 September 2014.
(Issued to Australian
registered CDI
holders as a result
of 2013 Open offer).
0.07 pence unlisted
warrants expiring
30 September 2014.
(Issued to UK
registered shareholders
as a result of
2013 Open offer).
------------ -------------------------
10 Dividend policy No Policy
(in the 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) X Securities described in Part 1 (CDIs only)
(b) 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: 4 June 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 (As at 3 June 2012)
paid ordinary securities
on issue 12 months
before date of issue
or agreement to issue
710,383,067
-------------------------------------------------------------- ---------------------------------
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
Open Offer issue to:
* Australian registered
CDI Holders 40,134,818
* Number of partly paid ordinary securities that became * UK registered
fully paid in that 12 month period
Shareholders 16,913,658
Note:
* Include only ordinary securities here - other classes (all approved on 12
of equity securities cannot be added April 2013)
* 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" 982,814,766
-------------------------------------------------------------- ---------------------------------
Step 2: Calculate 15% of "A"
-----------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot
be changed]
------------------------------------------------------------- --------------------------
Multiply "A" by 0.15 147,422,215
------------------------------------------------------------- --------------------------
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
2 147,422,215
------------------------------------------------------------- --------------------------
Subtract "C"
Note: number must be
same as shown in Step
3 0
------------------------------------------------------------- --------------------------
Total ["A" x 0.15] 147,422,215
- "C" [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 1 982,814,766
-------------------------------------------------------------- -------------------------
Step 2: Calculate 10% of "A"
-----------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot
be changed
-------------------------------------------------------------- -------------------------
Multiply "A" by 0.10 98,281,476
-------------------------------------------------------------- -------------------------
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 98,281,476
------------------------ -----------------------------
Subtract "E"
Note: number must be
same as shown in Step
3 0
------------------------ -----------------------------
Total ["A" x 0.10] 98,281,476
- "E" Note: this is the remaining
placement capacity
under rule 7.1A
------------------------ -----------------------------
Enquiries:
Mick Billing +61 (0) 8 Thor Mining Executive Chairman
7324 1935 PLC
Allan Burchard +61 (0) 8 Thor Mining CFO/Company Secretary
7324 1935 PLC
Gerry Beaney +44 (0) 20 Grant Thornton Nominated Adviser
/ David Hignell 7383 5100 Corporate Finance
Nick Emerson/ +44 (0) 1483 Simple Investments Broker
Renato Rufus 413500
Alex Walters/ +44 (0) 77 Cadogan PR Financial PR
Emma Wigan 7171 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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