TIDMTHR

RNS Number : 3744L

Thor Mining PLC

12 August 2013

Monday 12 August 2013

THOR MINING PLC

Thor Mining PLC ("Thor" or the "Company")

Issue of Shares and Appendix 3B

The Directors of Thor Mining PLC ("Thor" or the "Company") (AIM, ASX: THR) 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) Ordinary shares 
         issued or to be issued                                                 (b) Chess Depository Interests 
                                                                                (CDIs) issued over ordinary 
                                                                                shares. 
 
 2      Number of +securities                                                (a) Issue of 56,000 shares 
         issued or to be issued                                               as a result of the exercise 
         (if known) or maximum                                                of warrants on 11 July 2013 
         number which may be                                                  thereby increasing the number 
         issued                                                               of shares listed on the AIM 
                                                                              market of the London Stock 
                                                                              Exchange to 982,870,766 as 
                                                                              at 31 July 2013. 
                                                                              (b) Transfer of 1,248,231 
                                                                              AIM Listed shares from the 
                                                                              AIM Market of the London Stock 
                                                                              Exchange to ASX, as CDIs, 
                                                                              during the period from 1 June 
                                                                              to 31 July 2013. 
 
 3      Principal terms of the                                                This represents: 
         +securities (eg, if                                                   (a) The issue of 56,000 shares 
         options, exercise price                                               following the exercise of 
         and expiry date; if                                                   warrants with a maturity date 
         partly paid +securities,                                              of 30 September 2014 
         the amount outstanding                                                (b) The transfer of 1,248,231 
         and due dates for payment;                                            Ordinary shares issued in 
         if +convertible securities,                                           England (AIM) to CDIs listed 
         the conversion price                                                  on ASX during the months of 
         and dates for conversion)                                             June and July 2013. 
                                                                        --------------------------------------- 
 
 4        Do the +securities rank                                        (a) Yes 
           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 
                                                                        --------------------------------------- 
 
 5        Issue price or consideration                                         (a) Issue: 0.7 pence per share, 
                                                                                in accordance with the original 
                                                                                terms of issue of the unlisted 
                                                                                UK warrants. 
                                                                                (b) Not Applicable 
                                                                        --------------------------------------- 
 
          Purpose of the issue                                                 (a) Issue in accordance with 
           (If issued as consideration                                          the terms 
   6       for the acquisition                                                  attaching to the warrants. 
           of assets, clearly identify                                          (b) Transfer of securities 
           those assets)                                                        from ordinary shares admitted 
                                                                                to the AIM market of the 
                                                                                London Stock Exchange, to 
                                                                                CDIs listed on ASX. 
                                                                        --------------------------------------- 
 
          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 
           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                                          (a) Not Applicable 
           issued with security                                           (b) 
   6e      holder approval under 
           rule 7.3, or another 
           specific security holder 
           approval (specify date 
           of meeting) 
                                                                        --------------------------------------- 
 
          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 
   6h      non-cash 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                                         (a) Issue: 11 July 2013 
             into uncertificated                                                   (b) Transfers: From 1 June 2013 
             holdings or despatch                                                  to 31 July 2013 
             of certificates 
                                                                        -------------------------------------------- 
 
 
 
                                          Number        +Class 
                                         ------------  ------------------------------- 
            Number and +class of 
             all +securities quoted                     Ordinary Shares quoted 
             on ASX (including the                       by 
             securities in section                       ASX ("THR" as CDIs) 
       8     2 if applicable)             492,496,058    as at 31 July 2013. 
                                         ------------  ------------------------------- 
       Number and +class of all           468,708,041   Ordinary Shares admitted 
        +securities not quoted             21,666,667    to the AIM Market of 
        on ASX (including the               8,000,000    the London Stock Exchange, 
        securities in section               1,000,000    as at 31 July 2013. 
        2 if applicable)                    1,000,000    Ordinary Shares, held 
                                            4,000,000    in escrow until 8 April 
                                            1,100,000    2014, quoted by ASX 
                                           84,141,088    (as CDIs) "THR". 
                                           62,887,808    4 cent Unlisted Options 
                                           20,067,431    expiring 24 November 
                                            8,400,833    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 (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)   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: 12 August 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                                                    (As at 12 August 2012) 
  ordinary securities on issue 
  12 months before date of 
  issue or agreement to issue 
                                                                                           805,883,067 
--------------------------------------------------------------  -------------------------------------- 
 Add the following: 
   *    Number of fully paid ordinary securities issued in 
        that 12 month period under an exception in rule 7.2 
 
                                                                     Issued 02/10/2012 50,000,000 
   *    Number of fully paid ordinary securities issued in           (Approved 31/10/2012) 
        that 12 month period with shareholder approval               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 
                                                                      *    UK registered 
 
 
                                                                     Shareholders 16,913,658 
   *    Number of partly paid ordinary securities that became        (all approved on 12 April 
        fully paid in that 12 month period                           2013) 
 
 
  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"                                                                                       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] - "C"                                                          147,422,215 
                                                                  [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] - "E"                             98,281,476 
                                     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 
 
Colin Aaronson    +44 (0) 20 7383      Grant Thornton UK   Nominated Adviser 
 / David Hignell   5100                 LLP 
 / Jamie Barklem 
 
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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