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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