TIDMTHR
RNS Number : 3395S
Thor Mining PLC
06 November 2013
THOR MINING PLC
Annual Report and Notice of Annual General Meeting
Dated: 6 November 2013
Thor Mining plc ('the Company') (AIM, ASX: THR) announces that
it has released the company's Annual Report for the year to 30 June
2013 to the Australian Stock Exchange ("ASX"), as required under
the listing rules of the ASX.
Copies of the Company's Annual Report and accounts for the year
to 30 June 2013 have also been posted to shareholders; the Annual
Report and accounts can also be viewed on the Company's website:
www.thormining.com
Notice of the Company's Annual General Meeting, which is to be
held at 11:00am (UK time) on 28 November 2013 at the offices of
Grant Thornton UK LLP, 30 Finsbury Square, London, EC2P 2YU, has
also been posted to shareholders.
Full details on the arrangements and resolutions to be put to
the Annual General Meeting are detailed in the notice as set out
below.
Enquiries:
Mick Billing +61 (8) 7324 1935 Thor Mining Executive Chairman
PLC
Allan Burchard +61 (8) 7324 1935 Thor Mining CFO/Company Secretary
PLC
Colin Aaronson/ +44 (0) 207 383 Grant Thornton Nominated Adviser
David Hignell/ 5100 UK LLP
Jamie Barklem
Nick Emerson/ +44 (0) 1483 413500 SI Capital Limited Broker
Renato Rufus
Alex Walters/ +44 (0) 7771 713608 Cadogan PR Financial PR
Emma Wigan +44 (0) 207 839
9260
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.
NOTICE OF ANNUAL GENERAL MEETING
Date of Meeting: 28 November 2013
Time of Meeting: 11.00 a.m.
Venue: Grant Thornton UK LLP,
30 Finsbury Square,
London EC2P 2YU
This Notice of Annual General Meeting and accompanying
Explanatory Memorandum and Proxy Form or CDI voting instruction
form (as applicable) should be read in their entirety. If
Shareholders or CDI holders are in doubt as to how they should
vote, they should seek advice from their accountant, solicitor or
other professional adviser prior to voting.
Thor Mining plc
3rd Floor
55 Gower Street
London WC1E 6HQ
UNITED KINGDOM
25 October 2013
Dear Shareholder
Notice of annual general meeting
Thor Mining plc ("Thor" or "the Company") is pleased to invite
you to its annual general meeting to be held at the offices of
Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, United
Kingdom on 28 November 2013 at 11.00 a.m. (London time) for the
purpose of considering and, if thought fit, passing of the
resolutions contained in the notice.
In addition to the usual resolutions which are passed at an
annual general meeting I would like to draw your attention to
resolutions 5-9 and 13. None of the directors of the Company have
been paid any part of their approved remuneration of A$40,000 per
annum since 1 January 2013. As a means of conserving the Company's
cash reserves, the other directors and I have agreed to waive our
right to cash remuneration for the period from 1 January 2013 to 30
September 2013 (inclusive) in substitution for shares in the
Company, and have further agreed as follows:
(a) for our fees to be halved for the six months to 30 June 2013
(which will amount to A$10,000 per director), and for those fees to
be paid by way of Ordinary Shares; and
(b) for our fees to be paid at the existing rate of A$40,000 per
annum from 1 July 2013 to 30 September 2013 (inclusive) (which is
calculated to be a further A$10,000 each), and for those fees to be
paid by way of Ordinary Shares.
In my capacity as Chief Executive Officer of the Company, I have
also agreed to waive my right to be paid cash remuneration for
approximately 50% of the value of fees owed to me from 1 October
2012 - 30 September 2013 inclusive, in substitution for Ordinary
Shares (with the remaining 50% having been paid, or to be paid, in
cash).
Resolutions 5-9 and 13 seek shareholder approval for the issue
of the Ordinary Shares to directors in lieu of cash
remuneration.
Resolutions 4 and 11 provide the directors with the appropriate
authorities to issue shares and dis-apply pre-emption rights for
existing shareholders and it is the normal procedure for such
authority to be renewed at the annual general meeting. The figures
inserted at resolutions 4 and 11 take account of the number of
shares which are proposed to be issued in lieu of cash remuneration
as detailed at resolutions 5 to 9 (inclusive) which are required
under the ASX Rules, and the number of shares the Company may seek
to issue throughout the year until the next annual general meeting.
Resolutions 4 and 11 are a requirement under English company law
and therefore are necessary in addition to resolutions 5 to 10
(inclusive).
The Thor directors believe that all of the resolutions,
including resolutions 5-9 and 13 relating to the issue of Ordinary
Shares to the directors of the Company in lieu of cash
remuneration, are in the best interests of the Company and
recommend that shareholders vote in favour of the resolutions at
the annual general meeting, as the directors intend to do in
respect of their own holdings of 53,037,036 Shares representing
4.15 per cent of the Company's issued share capital.
Yours faithfully
Michael Billing
Executive Chairman
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of
Shareholders of Thor Mining PLC will be held at the offices of
Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, United
Kingdom on 28 November 2013 at 11.00 a.m. (London time) for the
purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as ordinary resolutions in the
cases of Resolutions 1 to 10 (inclusive) and as special resolutions
in the case of Resolutions 11 to 13 (inclusive).
AGENDA
ORDINARY BUSINESS
ORDINARY RESOLUTIONS
1. To receive the report of the Directors and the audited
financial statements of the Company for the year ended 30 June
2013.
2. To re-elect Trevor John Ireland as a Director who, in
accordance with Article 126 of the Articles of Association, retires
by rotation and being eligible, offers himself for re-election.
3. To re-appoint Chapman Davis LLP as auditors of the Company to
act until the conclusion of the next Annual General Meeting and to
authorise the Directors to determine their remuneration.
SPECIAL BUSINESS
ORDINARY RESOLUTIONS
4. That in substitution for all existing and unexercised
authorities, the directors of the company be and they are hereby
generally and unconditionally authorised for the purpose of section
551 of the Companies Act 2006 ('the Act') to exercise all or any of
the powers of the company to allot equity securities (within the
meaning of Section 560 of the Act) up to a maximum nominal amount
of GBP50,000 provided that this authority shall, unless previously
revoked or varied by the company in general meeting, expire on the
earlier of the conclusion of the next Annual General Meeting of the
company or 15 months after the passing of this Resolution, unless
renewed or extended prior to such time except that the directors of
the company may before the expiry of such period make an offer or
agreement which would or might require relevant securities to be
allotted after the expiry of such period and the directors of the
company may allot relevant securities in pursuance of such offer or
agreement as if the authority conferred hereby had not expired.
5. That, subject to the passing of Resolutions 4, 11 and 13, and
for the purposes of ASX Listing Rule 10.11 and for all other
purposes, the issue and allotment of 13,571,429 Shares to CHESS to
be beneficially held by Chairman, Michael Billing or his nominee
(in the form of CDIs), is approved.
6. That, subject to the passing of Resolutions 4, 11 and 13, and
for the purposes of ASX Listing Rule 10.11 and for all other
purposes, the issue and allotment of 2,857,143 Shares to CHESS to
be beneficially held by Director, Michael Ashton or his nominee (in
the form of CDIs), is approved.
7. That, subject to the passing of Resolutions 4, 11 and 13, and
for the purposes of ASX Listing Rule 10.11 and for all other
purposes, the issue and allotment of 2,857,143 Shares to CHESS to
be beneficially held by Director, Gregory Durack or his nominee (in
the form of CDIs), is approved.
8. That, subject to the passing of Resolutions 4, 11 and 13, and
for the purposes of ASX Listing Rule 10.11 and for all other
purposes, the issue and allotment of 2,857,143 Shares to CHESS to
be beneficially held by Director, Trevor Ireland or his nominee (in
the form of CDIs), is approved.
9. That, subject to the passing of Resolutions 4, 11 and 13, and
for the purposes of ASX Listing Rule 10.11 and for all other
purposes, the issue and allotment of 2,857,143 Shares to CHESS to
be beneficially held by Director, David Thomas or his nominee (in
the form of CDIs), is approved.
10. That, for the purposes of ASX Listing Rule 7.4 and for all
other purposes, the allotment and issue of 144,900,000 Shares at a
price of 0.25 pence per Share on 10 September 2013 to a number of
placees identified by Simple Investments is approved.
SPECIAL RESOLUTIONS
11. That, subject to and conditional on Resolution 13 being
passed, and in substitution for and to the exclusion of any
previous power given to the Directors, the Directors, pursuant to
section 570(1) of the Act, be and they are empowered to allot
equity securities (as defined in section 560(1) of the Act) wholly
for cash pursuant to the authority of the Directors under section
551 of the Act, conferred by Resolution 4 above, as if section
561(1) of the Act did not apply to any such allotment provided that
the power conferred by this resolution shall be limited to:
(a) the allotment of equity securities in connection with a
rights issue or any other offer to Shareholders of Ordinary Shares
of 0.01p each in proportion (as nearly as may be practicable) to
their respective holdings of such Shares and to holders of other
equity securities as required by the rights of those securities or
as the directors of the Company otherwise consider necessary, but
subject to such exclusions or other arrangements as the Directors
may deem necessary or expedient to deal in relation to treasury
shares, fractional entitlements and with legal or practical
problems under the laws of, or the requirements of, any regulatory
body or any stock exchange; and
(b) the allotment, other than pursuant to (a) above, of equity
securities arising from the exercise of options and warrants
outstanding at the date of this resolution
(c) the allotment, other than pursuant to sub-paragraphs (a) and
(b) above, of up to a maximum aggregate nominal amount of
GBP50,000.
and shall expire on the earlier of the date of the next Annual
General Meeting of the Company or
15 months from the date of the passing of this Resolution save
that the company may before such expiry make an offer or agreement
which would or might require equity securities to be allotted after
such expiry and the directors may allot equity securities in
pursuance of such offer or agreement as if the power conferred
hereby had not expired.
12. That, for the purposes of ASX Listing Rule 7.1A and for all
other purposes, the issue of Equity Securities comprising up to 10%
of the issued capital of the Company (at the time of the issue),
calculated in accordance with the formula prescribed in ASX Listing
Rule 7.1A.2, and on the terms and conditions set out in the
explanatory notes accompanying the notice of meeting, is
approved.
13. That, subject to the passing of Resolution 4, the directors
of the company be and they are hereby empowered pursuant to section
570 of the Act to allot equity securities (as defined in section
560 of the Act) pursuant to the authority conferred upon them by
Resolution 4 as if section 561(1) of the Act did not apply to any
such allotment provided that the power conferred by the Resolution,
unless previously revoked or varied by special resolution of the
company in general meeting, shall be limited to the allotment of
such number of equity securities as equates to A$210,000 at the
then current mid-market price to such directors and consultants as
elect to acquire shares in the company in place of fees paid in
cash and shall expire on the date of the next Annual General
Meeting of the company save that the company may before such expiry
make an offer or agreement which would or might require equity
securities to be allotted after such expiry and the directors may
allot equity securities in pursuance of such offer or agreement as
if the power conferred hereby had not expired.
Voting exclusion statement for resolutions 5 to 9
The Company will disregard any votes cast on Resolutions 5 to 9
by the person who is to receive the securities the subject of the
relevant resolution and a person who might obtain a benefit, except
a benefit solely in the capacity of a holder of ordinary securities
if the relevant resolution is passed, and any of their respective
associates. However, the Company will not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled
to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a
person who is entitled to vote in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Voting exclusion statement for resolution 10
The Company will disregard any votes cast on Resolution 10 by
the persons that participated in the issue of Shares the subject of
Resolution 10 and their respective associates.
However, the Company will not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled
to vote, in accordance with the directions on the proxy form;
or
(b) it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
Voting exclusion statement for resolution 12
The Company will disregard any votes cast on Resolution 12 by a
person (and any associates of such a person) who may participate in
the 10% Placement Facility and a person who might obtain a benefit,
except a benefit solely in the capacity of a holder of Shares, if
Resolution 12 is passed.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the proxy form;
or
(b) it is cast by the Chairman as proxy for a person who is
entitled to vote, in accordance with a direction on the proxy form
to vote as the proxy decides.
Proxy Form
If you are a registered holder of Ordinary Shares whether or not
you are able to attend the meeting, you may use the enclosed form
of proxy to appoint one or more persons to attend and vote on poll
on your behalf. A proxy need not be a member of the Company.
A form of proxy is provided and may be sent to:
Computershare Investor Services PLC,
The Pavilions,
Bridgwater Road,
Bristol BS99 6ZY
Shareholder help line telephone is available at 0870 707
1343
CDI voting instruction form
Holders of CDIs on the Australian CDI registry may only vote by
directing CHESS Depositary Nominees Pty Ltd ("CHESS" the Depositary
Nominee in respect of the CDIs) to cast proxy votes in the manner
directed in the CDI voting instruction form enclosed. Please see
the Notes to the Notice of Annual General Meeting for more
details.
The CDI voting instruction form can be returned to:
Computershare Investor Services Pty Ltd
GPO Box 242,
Melbourne,
Victoria 3001
Shareholder help line telephone is available (within Australia)
at 1300 850 505 and (outside Australia) at +61 3 9415 4000.
Explanatory Notes and Annexure A
The Notes to the Annual General Meeting and Annexure A
accompanying this Notice of Annual General Meeting is incorporated
in and comprises part of this Notice of General Meeting, and should
be read in conjunction with this Notice.
By Order of the Board
Allan C. Burchard
Stephen F. Ronaldson
Joint Company Secretary
25 October 2013
Notes to the Notice of Annual General Meeting
Entitlement to attend and vote
1. Pursuant to Regulation 41 of The Uncertificated Securities
Regulations 2001 and paragraph 18(c) of The Companies Act 2006
(Consequential Amendments) (Uncertificated Securities) Order 2009,
the Company specifies that only those members registered on the
Company's register of members 48 hours before the time of the
Meeting shall be entitled to attend and vote at the Meeting.
Appointment of proxies
2. If you are a member of the Company at the time set out in
note 1 above, you are entitled to appoint a proxy to exercise all
or any of your rights to attend, speak and vote at the meeting and
you should have received a proxy form with this notice of meeting.
You can only appoint a proxy using the procedures set out in these
notes and the notes to the proxy form.
3. A proxy does not need to be a member of the Company but must
attend the meeting to represent you. Details of how to appoint the
Chairman of the meeting or another person as your proxy using the
proxy form are set out in the notes to the proxy form. If you wish
your proxy to speak on your behalf at the meeting you will need to
appoint your own choice of proxy (not the Chairman) and give your
instructions directly to them.
4. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may
not appoint more than one proxy to exercise rights attached to any
one share. To appoint more than one proxy, please contact the
Company at Computershare Investor Services in the UK (Refer Page
5).
5. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the meeting.
Appointment of proxy using hard copy proxy form
6. The notes to the proxy form explain how to direct your proxy
how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
-- Completed and signed;
-- Sent or delivered to the Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol BS99 6ZY; and
-- received by the Company Secretary no later than 11.00 a.m.
(London time) on 26 November 2013, or 48 hours before the time of
any adjourned meeting.
In the case of a member which is a Company, the proxy form must
be executed under its common seal or signed on its behalf by an
officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
Appointment of proxy electronically
7. As an alternative to completing the hard--copy proxy form,
shareholders can vote and appoint a proxy electronically by going
to the following website www.eproxyappointment.com. You will be
asked to enter the Control Number, the Shareholder Reference Number
(SRN) and PIN as provided on your proxy card and agree to certain
terms and conditions. For an electronic proxy to be valid, your
appointment must be received by Computershare no later than 11.00
a.m. (London time) on 26 November 2013, or 48 hours before the time
of any adjourned meeting (without taking into account any part of a
day that is not a working day).
8. You may not use any electronic address provided within this
notice or any related documents (including the form of proxy) to
communicate with the Company other than as expressly stated.
Appointment of proxy by joint members
9. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
Changing proxy instructions
10. To change your proxy instructions simply submit a new proxy
appointment using the methods set out above. Note that the Cut-off
time for receipt of proxy appointments (see above) also apply in
relation to amended instructions; any amend proxy appointment
received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form
and would like to change the instructions using another hard-copy
proxy form, please contact Computershare Investor Services in the
UK (Refer page 5).
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
Termination of proxy appointments
11. In order to revoke a proxy instruction you will need to
inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to the
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY.
In the case of a member which is a company, the revocation
notice must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
revocation notice is signed (or a duly certified copy of such power
or authority) must be included with the revocation notice.
In either case, the revocation notice must be received by the
Company Secretary no later than 48 hours (excluding non-business
days) prior to the meeting.
If you attempt to revoke your proxy appointment but the
revocation is received after the time specified then, subject to
the paragraph directly below, your proxy appointment will remain
valid.
Appointment of a proxy does not preclude you from attending the
meeting and voting in person. If you have appointed a proxy and
attend the meeting in person, your proxy appointment will
automatically be terminated.
Holders of CDIs in the Australian register:
12. Holders of CDIs will be permitted to attend the Meeting but
may only vote by directing CHESS Depositary Nominees Pty Ltd
("CHESS" the Depositary Nominee in respect of the CDIs) to cast
proxy votes in the manner directed in the CDI voting instruction
form enclosed.
The CDI voting instruction, together with any power of attorney
or other authority (if any) under which it is signed, or a
notarially certified copy thereof, should be sent to:
Postal address: Computershare Investor Services Pty Ltd
GPO Box 242
Melbourne
Victoria 3001 Australia
Fax number (within Australia): 1800 783 447
Fax number (from overseas): +61 3 9473 2555
so as to arrive by not later than 10.00pm Australian Eastern
Daylight Time (11.00 a.m. London time) on 25 November 2013 i.e. to
allow CHESS sufficient time to lodge the combined proxies in the UK
48 hours before the time of the (without taking into account any
part of a day that is not a working day).
Instructions for completing and lodging the CDI voting
instruction form are appended to it.
You must be registered as the holder of CDIs as at 10.00pm
Australian Eastern Daylight Time 11.00 a.m. London time) on 26
November 2013 (or 48 hours before the time of any adjourned
meeting) for your CDI voting instruction to be valid.
Should the meeting be adjourned then the deadline for revised
voting instructions and the record date for determining registered
holders of CDIs will be 72 hours before the time that the adjourned
meeting recommences.
To obtain a copy of the CHESS Depositary Nominee's Financial
Services Guide, go to www.asx.com.au/CDIs or phone 1300 300 279 if
you would like one sent to you by mail.
Issued shares and total voting rights
13. As at 24 October 2013, the Company's issued share capital
comprised 1,276,661,459Ordinary Shares of GBP0.0001 each and
982,814,766 Deferred Shares. Each Ordinary Share carries the right
to one vote at a general meeting of the Company. Each Deferred
Share has no rights whatsoever attached to it, including no right
to vote at a general meeting. Therefore, the total number of voting
rights in the Company as at 24 October 2013 is 1,276,661,459.
Communications with the Company
14. Except as provided above, members who have general queries
about the Meeting should telephone relevant Company Secretaries as
shown below (no other methods of communication will be accepted).
You may not use any electronic address provided either in this
notice of annual general meeting; or any related documents
(including the chairman's letter and proxy form), to communicate
with the Company for any purposes other than those expressly
stated.
United Kingdom register Mr Stephen Ronaldson +44 (0)20 7580 6075
Australian register Mr Allan Burchard +61 (0) 8 7324 1935
Notes to Resolutions 5-9
15. The Company seeks approval under ASX Listing Rule 10.11 in
respect of the issue of Shares to CHESS, to be beneficially held by
the Directors or their respective nominees (in the form of CDIs)
(Remuneration Shares).
16. ASX Listing Rule 10.11 requires that Shareholder approval be
obtained where an entity issues, or agrees to issue, Equity
Securities to a related party (which includes a director of the
Company), or a person whose relationship with the entity or a
related party is, in ASX's opinion, such that approval should be
obtained, unless an exception in ASX Listing Rule 10.12 applies.
The Remuneration Shares are Equity Securities and the issue of
Remuneration Shares to a Director (or their nominee) requires
Shareholder approval under ASX Listing Rule 10.11 on the basis that
the Directors are related parties of the Company.
17. The Remuneration Shares are being issued to the directors or
their respective nominees in lieu of cash payment for accrued
directors' fees for the period January 2013 to September 2013
(inclusive). In the case of Michael Billing, in addition to his
directors' fees, approximately 50% of the total amount of his
accrued consultancy fees (in his capacity as Chief Executive
Officer) for the period 1 October 2012 to 30 September 2013
(inclusive) is also being paid by way of Remuneration Shares in
lieu of cash payment.
18. The Board considers the issue of Remuneration Shares to
CHESS (to be beneficially held by each Director) to be reasonable,
and allows the Company to secure and maintain the engagement of
high calibre professionals whilst maintaining cash reserves.
19. The amount owed to each Director, the number of Remuneration
Shares to be issued to CHESS (to be beneficially held by each
Director) in lieu of cash payment and the basis for the calculation
of this is set out in the table below.
Resolution Director Fee type Fees Owed VWAP Number Notional
(Jan-Sept (Jan-Sept of Shares Value
2013) 2013)
----------- ---------- ----------- ----------- ----------- ----------- ----------
5 M Billing Director AUD20,000 AUD0.007 2,857,143 AUD20,000
----------- ---------- ----------- ----------- ----------- ----------- ----------
Consultant AUD75,000 AUD0.007 10,714,286 AUD75,000
----------- ---------- ----------- ----------- ----------- ----------- ----------
6 M Ashton Director AUD20,000 AUD0.007 2,857,143 AUD20,000
----------- ---------- ----------- ----------- ----------- ----------- ----------
7 G Durack Director AUD20,000 AUD0.007 2,857,143 AUD20,000
----------- ---------- ----------- ----------- ----------- ----------- ----------
8 T Ireland Director AUD20,000 AUD0.007 2,857,143 AUD20,000
----------- ---------- ----------- ----------- ----------- ----------- ----------
9 D Thomas Director AUD20,000 AUD0.007 2,857,143 AUD20,000
----------- ---------- ----------- ----------- ----------- ----------- ----------
20. In accordance with ASX Listing Rule 10.13, the following
information is provided to Shareholders in relation to Resolutions
5-9:
a. up to a total of 25,000,000 Remuneration Shares will be
issued to CHESS, to be beneficially held by the Directors (or their
respective nominees) in the proportions specified in the table
above (in the form of CDIs);
b. the Remuneration Shares will be issued within one month of this Meeting;
c. the Remuneration Shares will be issued at a deemed issue
price of AUD0.007 (0.7 cents) per Remuneration Share (being the
VWAP from 1 January 2013 to 30 September 2013 (inclusive), being
the period within which each Directors' entitlement to remuneration
accrued);
d. the Remuneration Shares will be fully paid and will rank
equally in all respects with existing Shares, and application will
be made for their quotation on AIM and ASX;
e. a voting exclusion statement is included in the notice of meeting; and
f. no funds will be raised by the issue of Remuneration Shares
although the Company's liability to the Directors in relation to
their remuneration accrued from January 2013 to September 2013
(inclusive) will be satisfied by the issue.
21. If Resolutions 5-9 are passed (and approval is therefore
obtained for the purposes of ASX Listing Rule 10.11), further
shareholder approval is not required under ASX Listing Rule 7.1,
and the securities issued pursuant to Resolutions 5-9 will not be
included in the calculation of the Company's 15% annual placement
capacity pursuant to ASX Listing Rule 7.1.
Notes to Resolution 10
22. ASX Listing Rule 7.1 provides that, subject to certain
exceptions, prior approval of Shareholders is required for the
issue of Equity Securities if the Equity Securities will, when
aggregated with the Equity Securities issued by the Company during
the previous 12 months, exceed 15% of the number of ordinary
securities on issue at the commencement of that 12 month
period.
23. ASX Listing Rule 7.4 provides that an issue by a company of
Equity Securities made without prior approval under ASX Listing
Rule 7.1 is treated as having been made with approval for the
purpose of ASX Listing Rule 7.1 if the issue did not breach ASX
Listing Rule 7.1 and the Company's members subsequently approve
it.
24. Resolution 10 is an ordinary resolution which seeks approval
under ASX Listing Rule 7.4 to the placing of 144,900,000 Shares on
10 September 2013.
25. If Resolution 10 is passed then the Shares the subject of
that Resolution will be deemed to have been issued with Shareholder
approval and will, therefore, not be counted towards the 15% limit
prescribed by ASX Listing Rule 7.1. If Resolution 10 is not passed,
then the Company's 15% placement capacity under ASX Listing Rule
7.1 will not be refreshed to the extent of that placing, which will
restrict the Company's ability to issue securities or seek funding
by way of capital raisings over the next 12 months.
26. ASX Listing Rule 7.5 requires that the following information
be provided to Shareholders in respect of Resolution 10 for the
purposes of obtaining Shareholder approval pursuant to ASX Listing
Rule 7.4:
g. The total number of Shares issued was 144,900,000 Shares.
h. The issue price was 0.25 pence per Share.
i. The Shares issued are fully paid ordinary Shares that rank
equally in all respects with existing Shares.
j. The Shares were issued to clients of Simple Investments.
k. GBP362,250 was raised by the issue of the Shares. Funds
raised by the issue have and are being used to fund the Company's
working capital requirements, including continued exploration and
assessment of all the Company's gold and tungsten/molybdenum
projects.
l. A voting exclusion statement is included in the notice of meeting.
27. The Directors recommend that Shareholders vote in favour of
Resolution 10 as they themselves intend to do. The Chairman intends
to vote undirected proxies in favour of Resolution 10.
Notes to Resolution 12
General
28. ASX Listing Rule 7.1A enables eligible entities to issue
Equity Securities up to 10% of its issued share capital in
accordance with the terms set out below (10% Placement Facility).
The 10% Placement Facility is in addition to the Company's 15%
placement capacity under ASX Listing Rule 7.1.
29. An eligible entity for the purposes of ASX Listing Rule 7.1A
is an entity that is not included in the S&P/ASX 300 Index and
has a market capitalisation of A$300 million or less. The Company's
market capitalisation as at 24 October 2013 was approximately
A$8,937,000 (1,276,661,459 Ordinary Shares, based on the closing
price of A$0.007 per CDI). Further, the Company is not included in
the S&P/ASX 300 Index, and is therefore an eligible entity for
the purposes of ASX Listing Rule 7.1A.
30. The Company is now seeking shareholder approval by way of a
special resolution to have the ability to issue Equity Securities
under the 10% Placement Facility. Resolution 12 therefore requires
approval of 75% of the votes cast by Shareholders present and
eligible to vote (in person, by proxy, by attorney or, in the case
of a corporate Shareholder, by a corporate representative).
31. The exact number of Equity Securities to be issued under the
10% Placement Facility will be determined in accordance with the
formula prescribed in ASX Listing Rule 7.1A.2, which is set out
below.
32. It is the Company's intention that funds received under the
10% Placement Facility will be used to supplement the Company's
working capital requirements, to fund further exploration and
feasibility studies on the Company's current assets (including the
Dundas and Spring Hill Gold Projects and the Molyhil
Tungsten/Molybdenum Project) and undertake further transactions to
acquire new assets or investments should the Directors determine
this to be in the best interests of the Company.
33. The Directors of the Company believe that Resolution 12 is
in the best interests of the Company and unanimously recommend that
Shareholders vote in favour of Resolution 12.
34. No Director or Related Party will participate in any issue
under the 10% Placement Facility unless specific approval is
obtained for the purposes of ASX Listing Rule 10.11.
ASX Listing Rule 7.1A
35. Shareholder approval - the ability to issue Equity
Securities under the 10% Placement Facility is subject to
shareholder approval by way of a special resolution at an annual
general meeting.
36. Equity Securities - any Equity Securities issued under the
10% Placement Facility must be in the same class as an existing
quoted class of Equity Securities of the Company. The Company, as
at the date of this Notice of Annual General Meeting, has on issue
two quoted classes of Equity Securities: Shares quoted on ASX (as
CDIs); Shares quoted on London Stock Exchange AIM market.
37. Formula for calculating 10% Placement Facility - ASX Listing
Rule 7.1A.2 provides that eligible entities who have obtained
shareholder approval at an annual general meeting may issue or
agree to issue, during the 12 month period after the date of the
annual general meeting at which shareholder approval was obtained,
a number of Equity Securities calculated in accordance with the
following formula:
(A x D) - E
where:
"A" is the number of shares on issue 12 months before the date
of issue or agreement:
i. plus the number of fully paid shares issued in the 12 months
under an exception in ASX Listing Rule 7.2;
ii. plus the number of partly paid shares that became fully paid in the 12 months;
iii. plus the number of fully paid shares issued in the 12
months with approval of holders of shares under ASX Listing Rule
7.1 or 7.4. This does not include an issue of fully paid shares
under the entity's 15% placement capacity without shareholder
approval;
iv. less the number of fully paid shares cancelled in the 12 months.
"D" is 10%
"E" is the number of Equity Securities issued or agreed to be
issued under ASX Listing Rule 7.1A.2 in the 12 months before the
date of the issue or agreement to issue that are not issued with
the approval of shareholders under ASX Listing Rules 7.1 or
7.4.
38. ASX Listing Rule 7.1 and ASX Listing Rule 7.1A - the ability
of an entity to issue Equity Securities under ASX Listing Rule 7.1A
is in addition to the entity's 15% placement capacity under ASX
Listing Rule 7.1.
As at the date of this Notice of Annual General Meeting, the
Company has in issue 1,276,661,459 Ordinary Shares and therefore
has a capacity to issue:
i. (1,276,661,459 x 0.15) = 191,499,219 Equity Securities under
ASX Listing Rule 7.1 (subject to shareholder approval being
obtained under Resolution 10); and
ii. (1,276,661,459 x 0.10) = 127,666,146 Equity Securities under
ASX Listing Rule 7.1A (subject to shareholder approval being
obtained under Resolution 12).
The actual number of Equity Securities that the Company will
have capacity to issue under ASX Listing Rule 7.1A will be
calculated at the date of issue of the Equity Securities in
accordance with the formula set out above.
39. Minimum Issue Price - The issue price of Equity Securities
issued under Listing Rule 7.1A must not be less than 75% of the
VWAP of Equity Securities in the same class calculated over the 15
Trading Days on which trades in that class were recorded
immediately before:
i. the date on which the price at which the Equity Securities are to be issued is agreed; or
ii. if the Equity Securities are not issued within 5 Trading
Days of the date in paragraph (1) above, the date on which the
Equity Securities are issued.
The Company may also issue Equity Securities under the 10%
Placement Facility as consideration for the acquisition of a new
asset, in which case the company will release to the market a
valuation of those Equity Securities that demonstrates that the
issue price of the securities complies with the rule above.
40. 10% Placement Period - Shareholder approval of the 10%
Placement Facility under ASX Listing Rule 7.1A is valid from the
date of the annual general meeting at which the approval is
obtained and expires on the earlier to occur of:
i. the date that is 12 months after the date of the annual
general meeting at which the approval is obtained; or
ii. the date of the approval by shareholders of a transaction
under ASX Listing Rules 11.1.2 (a significant change to the nature
or scale of activities) or 11.2 (disposal of main undertaking)
(10% Placement Period).
Specific Information required by ASX Listing Rule 7.3A
41. Pursuant to and in accordance with ASX Listing Rule 7.3A,
information is provided in relation to the approval of the 10%
Placement Facility as follows:
(a) The Equity Securities will be issued at an issue price of
not less than the price calculated in accordance with paragraph 39
above.
(b) If Resolution 12 is approved by Shareholders and the Company
issues Equity Securities under the 10% Placement Facility, existing
Shareholders may be subject to both economic and voting power
dilution. There is a risk that:
i. the market price for the Company's Equity Securities may be
significantly lower on the date of the issue of the Equity
Securities than on the date of this Meeting;
ii. the Equity Securities may be issued at a price that is at a
discount to the market price for the Company's Equity Securities on
the issue date or the Equity Securities; and
iii. the Equity Securities may be issued as part of
consideration for the acquisition of a new asset, in which case, no
funds will be raised by the issue of the Equity Securities.
The below table shows the dilution of existing Shareholders on
the basis of the current market price of Ordinary Shares and the
current number of ordinary securities for variable "A" calculated
in accordance with the formula in Listing Rule 7.1A(2) as at the
date of this Notice.
The table also shows:
i. two examples where variable "A" has increased, by 50% and
100%. The number of ordinary securities on issue may increase as a
result of issues of ordinary securities that do not require
Shareholder approval (for example, a pro rata entitlements issue or
scrip issued under a takeover offer) or future specific placements
under ASX Listing Rule 7.1 that are approved at a future
Shareholders' meeting; and
ii. two examples of where the issue price of ordinary securities
has decreased by 50% and increased by 100% as against the current
market price.
Variable "A" in Dilution
ASX Listing Rule
7.1A.2
------------------------- ----------- -------------------------------------------------
$0.005 $0.007 $0.014
50% decrease Issue Price 100% increase
in Issue Price in Issue
Price
------------------------- ----------- ----------------- ------------- ---------------
Current variable 10% 127,666,146 127,666,146 127,666,146
"A" Voting Ordinary Shares Ordinary Ordinary
1,276,661,459 Ordinary Dilution Shares Shares
Shares
------------------------- ----------- ----------------- ------------- ---------------
Funds
Raised $466,832 $893,663 $1,787,326
------------------------------------- ----------------- ------------- ---------------
50% increase in 10% 191,499,219 191,499,219 191,499,219
current variable Voting Ordinary Shares Ordinary Ordinary
"A" Dilution Shares Shares
1,914,992,189 Ordinary
Shares
------------------------- ----------- ----------------- ------------- ---------------
Funds
Raised $670,247 $1,340,495 $2,680,989
------------------------------------- ----------------- ------------- ---------------
100% increase in 10% 255,332,291 255,332,291 255,332,291
current variable Voting Ordinary Shares Ordinary Ordinary
"A" Dilution Shares Shares
2,553,322,918 Ordinary
Shares
------------------------- ----------- ----------------- ------------- ---------------
Funds
Raised $893,663 $1,787,326 $3,574,652
------------------------------------- ----------------- ------------- ---------------
The table has been prepared based on the total number of
Ordinary Shares on issue at the date of the Notice, and on the
following assumptions:
i. The Company issues the maximum number of Equity Securities
available under the 10% Placement Facility.
ii. None of the unlisted options that the Company currently has
on issue are exercised before the date of the issue of the Equity
Securities.
iii. The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue,
assuming variable A is equal to the total issued share capital.
This is why the voting dilution is shown in each example as
10%.
iv. The table does not show an example of dilution that may be
caused to a particular Shareholder by reason of placements under
the 10% Placement Facility, based on that Shareholder's holding at
the date of the Annual General Meeting.
v. The table shows only the effect of issues of Equity
Securities under Listing Rule 7.1A, not under the 15% placement
capacity under Listing Rule 7.1. Dilution experienced by
Shareholders may be greater if issues have been made utilising the
capacity in Listing Rule 7.1 as well.
vi. The issue of Equity Securities under the 10% Placement
Facility consists only of Shares. If the issue of Equity Securities
includes Listed Options, it is assumed that those Listed Options
are exercised into Shares for the purpose of calculating the voting
dilution effect on existing Shareholders.
vii. The current market price of CDIs of $0.007, being the
closing price of the CDIs on ASX on 24 October 2013
(c) The Company will only issue and allot the Equity Securities
during the 10% Placement Period. The approval under Resolution 12
for the issue of Equity Securities will cease to be valid in the
event that Shareholders approve a transaction for the purposes of
ASX Listing Rules 11.1.2 (a significant change to the nature or
scale of activities) or 11.2 (disposal of main undertaking).
(d) The Company may seek to issue the Equity Securities for the following purposes:
i. non-cash consideration for the acquisition of the new assets
and investments. In such circumstances the Company will provide a
valuation of the non-cash consideration as required by ASX Listing
Rule 7.1A.3; or
ii. cash consideration. In such circumstances, the Company
intends to use the funds raised towards an acquisition of new
assets or investments (including expense associated with such
acquisition), continued exploration and feasibility study
expenditure on the Company's current assets (including the Dundas
and Spring Hill gold projects, and the Molyhil Tungsten/Molybdenum
Project) and/or general working capital.
The Company will comply with the disclosure obligations under
ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity
Securities.
(e) The Company's allocation policy is dependent on the
prevailing market conditions at the time of any proposed issue
pursuant to the 10% Placement Facility. The identity of the
allottees of Equity Securities will be determined on a case-by-case
basis having regard to the factors including but not limited to the
following:
i. the methods of raising funds that are available to the
Company, including but not limited to, rights issues or other
issues in which existing security holders can participate;
ii. the effect of the issue of the Equity Securities on the
control of the Company;
iii. the financial situation and solvency of the Company;
and
iv. advice from corporate, financial and broking advisers (if
applicable).
The allottees under the 10% Placement Facility have not been
determined as at the date of this Notice but may include existing
Shareholders and/or new investors who are not Related Parties of
the Company or their associates.
Further, if the Company is successful in acquiring new assets or
investments, it is likely that the allottees under the 10%
Placement Facility will be the vendors of the new resources assets
or investments.
If Resolution 12 is approved by Shareholders, the Company will
issue Equity Securities under the 10% Placement Facility during the
Placement Period, as and when the circumstances of the Company
require.
(f) The Company previously obtained Shareholder approval under
Listing Rule 7.1A at the 2012 annual general meeting. In the 12
months preceding the date of this Meeting, the Company issued a
total number of 548,730,893 Equity Securities, representing 59.7%
of the total number of Equity Securities on issue at the
commencement of that 12 month period. The details of all issues of
Equity Securities in the 12 months preceding the date of this
Meeting are set out in Schedule 1 to these explanatory notes.
(g) The Company will disregard any votes cast on Resolution 12
by a person (and any associates of such a person) who may
participate in the 10% Placement Facility and a person who might
obtain a benefit, except a benefit solely in the capacity of a
holder of Shares, if Resolution 12 is passed.
However, the Company will not disregard a vote if:
i. it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the proxy form;
or
ii. it is cast by the Chairman as proxy for a person who is
entitled to vote, in accordance with a direction on the proxy form
to vote as the proxy decides.
At the date of the Notice, the Company has not approached any
particular existing Shareholder or security holder or an
identifiable class of existing security holder to participate in
the issue of the Equity Securities. No existing Shareholder's votes
will therefore be excluded under the voting exclusion in the
Notice.
42. The Directors recommend that Shareholders vote in favour of
Resolution 12 as they themselves intend to do. The Chairman intends
to vote undirected proxies in favour of Resolution 12.
DEFINITIONS
In this document, the following words and expressions shall,
except where the context requires otherwise, have the following
meanings:
ASX ASX Limited ACN 008 624 691 or
the stock exchange operated by
ASX Limited (as the context requires)
ASX Listing Rules the listing rules of the ASX
Board the board of Directors of the Company
CDI Chess Depositary Interest, being
a unit of beneficial ownership
of a Share legally held by CHESS
CHESS Chess Depositary Nominees Pty Ltd
(ACN 071 346 506)
Corporations Act the Corporations Act 2001 (Cth)
Director a director of the Company
Equity Securities has the same meaning as in the
ASX Listing Rules
Meeting the 2013 annual general meeting
of the Company, convened by this
Notice of Meeting
Ordinary Share ordinary share in the capital of
the Company
Related Party has the meaning given to that term
in the ASX Listing Rules
Shareholder a holder of Ordinary Shares
Thor or the Company Thor Mining PLC
Trading Day Has the same meaning as in the
ASX Listing Rules
VWAP volume weighted average price
SCHEDULE 1 - SUPPLEMENTARY INFORMATION FOR RESOLUTION 12
The tables below set out the details of all the issues of Equity
Securities by the Company in the 12 months preceding this Meeting,
as required by Listing Rule 7.3A.6(b).
Date of issue: 4 February 2013
-------------------------------- -----------------------------------------
Number issued: 673,700
-------------------------------- -----------------------------------------
Class/Type of equity security: CDIs
-------------------------------- -----------------------------------------
Summary of terms: Fully paid ordinary Shares (beneficially
held as CDIs) ranking equally
with all other Shares on issue.
-------------------------------- -----------------------------------------
Names of persons who received Employees of the Company
securities or basis on which
those persons was determined:
-------------------------------- -----------------------------------------
Price: Nil cash consideration
-------------------------------- -----------------------------------------
Discount to market price N/A
(if any):
-------------------------------- -----------------------------------------
For cash issues
-------------------------------- -----------------------------------------
Total cash consideration N/A
received:
-------------------------------- -----------------------------------------
Amount of cash consideration N/A
spent:
-------------------------------- -----------------------------------------
Use of cash consideration: N/A
-------------------------------- -----------------------------------------
Intended use for remaining N/A
amount of cash (if any):
-------------------------------- -----------------------------------------
For non-cash issues
-------------------------------- -----------------------------------------
Non-cash consideration paid: Issued in satisfaction of employees'
wages and salaries.
-------------------------------- -----------------------------------------
Current value of that non-cash $4,042 based on the closing price
consideration: of CDIs on ASX on 21 October
2013.
-------------------------------- -----------------------------------------
Date of issue: 19 March 2013
-------------------------------- ----------------------------------------
Number issued: 58,000,000
-------------------------------- ----------------------------------------
Class/Type of equity security: Options to acquire CDIs
-------------------------------- ----------------------------------------
Summary of terms: Unlisted options to subscribe
for CDIs at an exercise price
of $0.007428 per CDI, expiring
19 March 2016.
-------------------------------- ----------------------------------------
Names of persons who received Lindsay Carthew (as trustee for
securities or basis on which the Lindsay Carthew Family Trust)
those persons was determined:
-------------------------------- ----------------------------------------
Price: Nil cash consideration
-------------------------------- ----------------------------------------
Discount to market price N/A
(if any):
-------------------------------- ----------------------------------------
For cash issues
-------------------------------- ----------------------------------------
Total cash consideration N/A
received:
-------------------------------- ----------------------------------------
Amount of cash consideration N/A
spent:
-------------------------------- ----------------------------------------
Use of cash consideration: N/A
-------------------------------- ----------------------------------------
Intended use for remaining N/A
amount of cash (if any):
-------------------------------- ----------------------------------------
For non-cash issues
-------------------------------- ----------------------------------------
Non-cash consideration paid: Part consideration for provision
of tranche 1 of loan funds (A$500,000)
-------------------------------- ----------------------------------------
Current value of that non-cash Estimated at A$9,900 based on
consideration: the fair value of the services
provided as agreed with the company's
UK auditors for financial statement
presentation purposes.
-------------------------------- ----------------------------------------
Date of issue: 12 April 2013
-------------------------------- -----------------------------------------
Number issued: 21,666,667
-------------------------------- -----------------------------------------
Class/Type of equity security: CDIs
-------------------------------- -----------------------------------------
Summary of terms: Fully paid ordinary Shares (beneficially
held as CDIs) ranking equally
with all other Shares on issue.
-------------------------------- -----------------------------------------
Names of persons who received Western Desert Resources Limited
securities or basis on which
those persons was determined:
-------------------------------- -----------------------------------------
Price: Nil cash consideration
-------------------------------- -----------------------------------------
Discount to market price N/A
(if any):
-------------------------------- -----------------------------------------
For cash issues
-------------------------------- -----------------------------------------
Total cash consideration N/A
received:
-------------------------------- -----------------------------------------
Amount of cash consideration N/A
spent:
-------------------------------- -----------------------------------------
Use of cash consideration: N/A
-------------------------------- -----------------------------------------
Intended use for remaining N/A
amount of cash (if any):
-------------------------------- -----------------------------------------
For non-cash issues
-------------------------------- -----------------------------------------
Non-cash consideration paid: Part consideration for increase
in interest in Spring Hill Project.
-------------------------------- -----------------------------------------
Current value of that non-cash $130,000 based on the closing
consideration: price of CDIs on ASX on 21 October
2013.
-------------------------------- -----------------------------------------
Date of issue: 18 April 2013
-------------------------------- ----------------------------------------
Number issued: 26,141,008
-------------------------------- ----------------------------------------
Class/Type of equity security: Options to acquire CDIs
-------------------------------- ----------------------------------------
Summary of terms: Unlisted options to subscribe
for CDIs at an exercise price
of $0.007428 per CDI, expiring
19 March 2016
-------------------------------- ----------------------------------------
Names of persons who received Lindsay Carthew (as trustee for
securities or basis on which the Lindsay Carthew Family Trust)
those persons was determined:
-------------------------------- ----------------------------------------
Price: Nil cash consideration
-------------------------------- ----------------------------------------
Discount to market price N/A
(if any):
-------------------------------- ----------------------------------------
For cash issues
-------------------------------- ----------------------------------------
Total cash consideration N/A
received:
-------------------------------- ----------------------------------------
Amount of cash consideration N/A
spent:
-------------------------------- ----------------------------------------
Use of cash consideration: N/A
-------------------------------- ----------------------------------------
Intended use for remaining N/A
amount of cash (if any):
-------------------------------- ----------------------------------------
For non-cash issues
-------------------------------- ----------------------------------------
Non-cash consideration paid: Part consideration for provision
of tranche 1 of loan funds (A$500,000)
-------------------------------- ----------------------------------------
Current value of that non-cash Estimated at A$4,400 based on
consideration: the fair value of the services
provided as agreed with the company's
UK auditors for financial statement
presentation purposes.
-------------------------------- ----------------------------------------
Date of issue: 29 April 2013
-------------------------------- -----------------------------------------
Number issued: (a) 40,134,818
(b) 16,913,658
(c) 20,067,431
(d) 8,456,833
-------------------------------- -----------------------------------------
Class/Type of equity security: (a) CDIs
(b) Ordinary Shares
(c) Options to acquire CDIs
(d) Warrants to acquire Shares
-------------------------------- -----------------------------------------
Summary of terms: (a) Fully paid ordinary Shares
(beneficially held as CDIs) ranking
equally with all other Shares
on issue.
(b) Fully paid ordinary Shares
listed on AIM and raking equally
with all other shares on issue.
(c) Unlisted options to subscribe
for CDIs at an exercise price
of $0.0105 per CDI, expiring
30 September 2014 (on the basis
of one free attaching option
for every two CDIs subscribed
for under the open offer to existing
security holders).
(d) Unlisted warrants to subscribe
for shares at an exercise price
of GBP0.007 per Share, expiring
30 September 2014 (on the basis
of one free attaching warrant
for every two Shares subscribed
for under the open offer to existing
security holders)
-------------------------------- -----------------------------------------
Names of persons who received (a) Existing Australian registered
securities or basis on which CDI holders pursuant to an open
those persons was determined: offer to security holders. Of
these CDIs, a total of 22,477,615
were issued to the Directors
(who are Related Parties of the
Company by virtue of being Directors)
(b) Existing UK registered shareholders
pursuant to an open offer to
security holders
(c) Existing Australian registered
CDI holders pursuant to an open
offer to security holders. Of
these options, a total of 11,238,809
were issued to the Directors
(who are Related Parties of the
Company by virtue of being Directors)
(d) Existing UK registered shareholders
pursuant to an open offer to
security holders.
-------------------------------- -----------------------------------------
Price: (a) $0.0067
(b) GBP0.0045
(c) Nil
(d) Nil
-------------------------------- -----------------------------------------
Discount to market price (a) N/A
(if any): (b) N/A
(c) N/A
(d) N/A
-------------------------------- -----------------------------------------
For cash issues
-------------------------------- -----------------------------------------
Total cash consideration
received: $262,793
-------------------------------- -----------------------------------------
Amount of cash consideration
spent: $262,793
-------------------------------- -----------------------------------------
Use of cash consideration: Exploration and assessment of
resource projects, and working
capital
-------------------------------- -----------------------------------------
Intended use for remaining N/A
amount of cash (if any):
-------------------------------- -----------------------------------------
For non-cash issues
-------------------------------- -----------------------------------------
Non-cash consideration paid: N/A
-------------------------------- -----------------------------------------
Current value of that non-cash N/A
consideration:
-------------------------------- -----------------------------------------
Date of issue: 3 June 2013
-------------------------------- ----------------------------------------
Number issued: 62,887,808
-------------------------------- ----------------------------------------
Class/Type of equity security: Options to acquire CDIs
-------------------------------- ----------------------------------------
Summary of terms: Unlisted options to subscribe
for CDIs at an exercise price
of $0.005963 per CDI, expiring
3 June 2016
-------------------------------- ----------------------------------------
Names of persons who received Lindsay Carthew (as trustee for
securities or basis on which the Lindsay Carthew Family Trust)
those persons was determined:
-------------------------------- ----------------------------------------
Price: Nil
-------------------------------- ----------------------------------------
Discount to market price N/A
(if any):
-------------------------------- ----------------------------------------
For cash issues
-------------------------------- ----------------------------------------
Total cash consideration N/A
received:
-------------------------------- ----------------------------------------
Amount of cash consideration N/A
spent:
-------------------------------- ----------------------------------------
Use of cash consideration: N/A
-------------------------------- ----------------------------------------
Intended use for remaining N/A
amount of cash (if any):
-------------------------------- ----------------------------------------
For non-cash issues
-------------------------------- ----------------------------------------
Non-cash consideration paid: Part consideration for provision
of tranche 2 of loan funds (A$500,000)
-------------------------------- ----------------------------------------
Current value of that non-cash Estimated at A$10,700 based on
consideration: the fair value of the services
provided as agreed with the company's
UK auditors for financial statement
presentation purposes.
-------------------------------- ----------------------------------------
Date of issue: 11 July 2013
-------------------------------- ------------------------------------
Number issued: 56,000
-------------------------------- ------------------------------------
Class/Type of equity security: Shares
-------------------------------- ------------------------------------
Summary of terms: Fully paid ordinary shares listed
on AIM and ranking equally with
all other shares on issue.
-------------------------------- ------------------------------------
Names of persons who received Shares issued to UK warrant holders
securities or basis on which upon exercise of warrants
those persons was determined:
-------------------------------- ------------------------------------
Price: GBP0.007
-------------------------------- ------------------------------------
Discount to market price N/A
(if any):
-------------------------------- ------------------------------------
For cash issues
-------------------------------- ------------------------------------
Total cash consideration GBP392
received:
-------------------------------- ------------------------------------
Amount of cash consideration GBP392
spent:
-------------------------------- ------------------------------------
Use of cash consideration: Working capital purposes
-------------------------------- ------------------------------------
Intended use for remaining N/A
amount of cash (if any):
-------------------------------- ------------------------------------
For non-cash issues
-------------------------------- ------------------------------------
Non-cash consideration paid: N/A
-------------------------------- ------------------------------------
Current value of that non-cash N/A
consideration:
-------------------------------- ------------------------------------
Date of issue: 5 September 2013
-------------------------------- -----------------------------------
Number issued: 148,888,887
-------------------------------- -----------------------------------
Class/Type of equity security: Shares
-------------------------------- -----------------------------------
Summary of terms: Fully paid ordinary shares listed
on AIM and ranking equally with
all other shares on issue.
-------------------------------- -----------------------------------
Names of persons who received Shares issued to clients of UK
securities or basis on which based broker, S I Capital Limited
those persons was determined: pursuant to placement.
-------------------------------- -----------------------------------
Price: GBP0.00225
-------------------------------- -----------------------------------
Discount to market price
(if any): 29%
-------------------------------- -----------------------------------
For cash issues
-------------------------------- -----------------------------------
Total cash consideration
received: $536,177
-------------------------------- -----------------------------------
Amount of cash consideration
spent: $308,570
-------------------------------- -----------------------------------
Use of cash consideration: Exploration and assessment of
resource projects, and working
capital.
-------------------------------- -----------------------------------
Intended use for remaining Exploration and assessment of
amount of cash (if any): resource projects, and working
capital.
-------------------------------- -----------------------------------
For non-cash issues
-------------------------------- -----------------------------------
Non-cash consideration paid: N/A
-------------------------------- -----------------------------------
Current value of that non-cash N/A
consideration:
-------------------------------- -----------------------------------
Date of issue: 10 September
-------------------------------- -----------------------------------
Number issued: 144,900,000
-------------------------------- -----------------------------------
Class/Type of equity security: Shares
-------------------------------- -----------------------------------
Summary of terms: Fully paid ordinary shares listed
on AIM and ranking equally with
all other shares on issue.
-------------------------------- -----------------------------------
Names of persons who received Shares issued to clients of UK
securities or basis on which based broker, S I Capital Limited
those persons was determined: pursuant to placement.
-------------------------------- -----------------------------------
Price: GBP0.0025
-------------------------------- -----------------------------------
Discount to market price
(if any): 23%
-------------------------------- -----------------------------------
For cash issues
-------------------------------- -----------------------------------
Total cash consideration
received: $584,288
-------------------------------- -----------------------------------
Amount of cash consideration Nil
spent:
-------------------------------- -----------------------------------
Use of cash consideration: N/A
-------------------------------- -----------------------------------
Intended use for remaining Exploration and assessment of
amount of cash (if any): resource projects, and working
capital.
-------------------------------- -----------------------------------
For non-cash issues
-------------------------------- -----------------------------------
Non-cash consideration paid: N/A
-------------------------------- -----------------------------------
Current value of that non-cash N/A
consideration:
-------------------------------- -----------------------------------
Date of issue: 30 September 2013
-------------------------------- ------------------------------------
Number issued: 1,806
-------------------------------- ------------------------------------
Class/Type of equity security: Shares
-------------------------------- ------------------------------------
Summary of terms: Fully paid ordinary shares listed
on AIM and ranking equally with
all other shares on issue.
-------------------------------- ------------------------------------
Names of persons who received Shares issued to UK warrant holders
securities or basis on which upon exercise of warrants
those persons was determined:
-------------------------------- ------------------------------------
Price: GBP0.007
-------------------------------- ------------------------------------
Discount to market price N/A
(if any):
-------------------------------- ------------------------------------
For cash issues
-------------------------------- ------------------------------------
Total cash consideration
received: $21.00
-------------------------------- ------------------------------------
Amount of cash consideration Nil
spent:
-------------------------------- ------------------------------------
Use of cash consideration: Working capital purposes
-------------------------------- ------------------------------------
Intended use for remaining N/A
amount of cash (if any):
-------------------------------- ------------------------------------
For non-cash issues
-------------------------------- ------------------------------------
Non-cash consideration paid: N/A
-------------------------------- ------------------------------------
Current value of that non-cash N/A
consideration:
-------------------------------- ------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Thor Energy (LSE:THR)
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Thor Energy (LSE:THR)
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