TIDMTHR
RNS Number : 2770X
Thor Mining PLC
10 January 2014
Friday 10 January 2014
THOR MINING PLC
Thor Mining PLC ("Thor" or the "Company")
Transfer of Shares and Exercise of Warrants
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.
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX
as soon as available. Information and documents given to ASX become
ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98,
01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05,
01/08/12
Name of entity
Thor Mining PLC
---------------
ABN
121 117 673
-----------
We (the entity) give ASX the following information.
Part 1 -- All issues
You must complete the relevant sections (attach sheets if there
is not enough space).
1 +Class of +securities (a) Ordinary shares
issued or to be issued
2 Number of +securities (a) Transfer of 1,095,629 AIM
issued or to be issued Listed shares from the AIM Market
(if known) or maximum of the London Stock Exchange
number which may be to ASX, as CDIs, during the period
issued from to 11 December 2013 to 31
December 2013
Thereby maintaining the number
of shares listed on the AIM market
of the London Stock Exchange
at 1,341,661,459 as at 31 December
2013.
3 Principal terms of This represents:
the +securities (eg, (a) The transfer of 1,095,629
if options, exercise Ordinary shares issued in England
price and expiry date; (AIM) to CDIs listed on ASX during
if partly paid +securities, the period from 11 December 2013
the amount outstanding through until 31 December 2013.
and due dates for payment;
if +convertible securities,
the conversion price
and dates for conversion)
-------------------------------------------
4 Do the +securities (a) Yes
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
-------------------------------------------
5 Issue price or consideration (a) n/a
-------------------------------------------
Purpose of the issue (a) Transfer of securities from
(If issued as consideration ordinary shares admitted to the
6 for the acquisition AIM market of the London Stock
of assets, clearly Exchange, to CDIs listed on ASX.
identify those assets)
-------------------------------------------
Is the entity an +eligible Yes
entity that has obtained
6a security holder approval
under rule 7.1A?
If Yes, complete sections
6b - 6h in relation
to the +securities
the subject of this
Appendix 3B, and comply
with section 6i
-------------------------------------------
The date the security 28 November 2013
holder resolution under
6b rule 7.1A was passed
-------------------------------------------
Number of +securities Nil
issued without security
6c holder approval under
rule 7.1
-------------------------------------------
Number of +securities Nil
issued with security
6d holder approval under
rule 7.1A
-------------------------------------------
Number of +securities (a) Not Applicable
issued with security
6e holder approval under
rule 7.3, or another
specific security holder
approval (specify date
of meeting)
-------------------------------------------
Number of securities N/A
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 N/A
issued under rule 7.1A
6h for 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 Transfers: From 11 December 2013
into uncertificated to 31 December 2013
holdings or despatch
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) 638,524,392 as at 31 December 2013
------------ -------------------------------
Ordinary Shares admitted
to the AIM Market of
the London Stock Exchange,
as at 31 December 2013.
Ordinary Shares, held
in escrow until 8 April
2014, quoted by ASX
(as CDIs) "THR".
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
681,470,400 registered CDI holders
21,666,667 as a result of 2013
1,000,000 Open offer).
4,000,000 0.07 pence unlisted
Number and +class of 1,100,000 warrants expiring 30
all +securities not 84,141,088 September 2014. (Issued
quoted on ASX (including 62,887,808 to UK registered shareholders
the securities in section 20,067,431 as a result of 2013
9 2 if applicable) 8,399,027 Open offer).
------------ -------------------------------
10 Dividend policy (in No Policy
the case of a trust,
distribution policy)
on the increased capital
(interests)
---------------------------------------------
Part 2 -- Bonus issue or pro rata issue - Not Applicable
Part 3 -- Quotation of securities
You need only complete this section if you are applying for
quotation of securities
34 Type of securities
(tick one)
(a) X Securities described in Part 1 (CDIs only)
(b) All other securities
Example: restricted securities at the end of the escrowed
period, partly paid securities that become fully paid,
employee incentive share securities when restriction
ends, securities issued on expiry or conversion of
convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing
the information or documents
35 If the +securities are +equity securities, the
names of the 20 largest holders of the additional
+securities, and the number and percentage of
additional +securities held by those holders
36 If the +securities are +equity securities, a distribution
schedule of the additional +securities setting
out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
38 Number of securities
for which +quotation
is sought
39 Class of +securities
for which quotation
is sought
----------------------------
40 Do the +securities
rank equally in all
respects from the date
of allotment with an
existing +class of
quoted +securities?
If the additional securities
do not rank equally,
please state:
* the date from which they do
* the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or
interest payment
* the extent to which they do not rank equally, other
than in relation to the next dividend, distribution
or interest payment
41 Reason for request
for quotation now
Example: In the case
of restricted securities,
end of restriction
period
(if issued upon conversion
of another security,
clearly identify that
other security)
----------------------------
Number +Class
------------- -------------
42 Number and +class of
all +securities quoted
on ASX (including the
securities in clause
38)
------------- -------------
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute
discretion. ASX may quote the +securities on any conditions it
decides.
2 We warrant the following to ASX.
-- The issue of the +securities to be quoted complies with the
law and is not for an illegal purpose.
-- There is no reason why those +securities should not be granted +quotation.
-- An offer of the (+) securities for sale within 12 months
after their issue will not require disclosure under section 707(3)
or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from
subscribers for the securities in order to be able to give this
warranty
-- Section 724 or section 1016E of the Corporations Act does not
apply to any applications received by us in relation to any
+securities to be quoted and that no-one has any right to return
any +securities to be quoted under sections 737, 738 or 1016F of
the Corporations Act at the time that we request that the
+securities be quoted.
-- If we are a trust, we warrant that no person has the right to
return the +securities to be quoted under section 1019B of the
Corporations Act at the time that we request that the +securities
be quoted.
3 We will indemnify ASX to the fullest extent permitted by law
in respect of any claim, action or expense arising from or
connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this
form. If any information or document not available now, will give
it to ASX before +quotation of the +securities begins. We
acknowledge that ASX is relying on the information and documents.
We warrant that they are (will be) true and complete.
Sign here: .............................. Date: 10 January 2014
(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 31 December 2012)
ordinary securities on issue
12 months before date of
issue or agreement to issue
903,425,923
-------------------------------------------------------------- ---------------------------------------------
Add the following:
* Number of fully paid ordinary securities issued in
that 12 month period under an exception in rule 7.2
* Number of fully paid ordinary securities issued in Employee Remuneration 673,700
that 12 month period with shareholder approval 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
Issued as a result of the exercise
of warrants. 57,806
(all approved on 12 April
2013)
* Number of partly paid ordinary securities that became
fully paid in that 12 month period Placement (5/9/2013) 148,888,887
(approved 3 September 2013)
Note: Placement (10/9/2013) 144,900,000
* Include only ordinary securities here - other classes (approved 28 November 2013)
of equity securities cannot be added
Remuneration Shares 25,000,000
(approved 28 November 2013)
* Include here (if applicable) the securities the
subject of the Appendix 3B to which this form is
annexed
* It may be useful to set out issues of securities on
different dates as separate line items
-------------------------------------------------------------- ---------------------------------------------
Subtract the number of fully
paid ordinary securities
cancelled during that 12
month period 0
-------------------------------------------------------------- ---------------------------------------------
"A" 1,301,661,459
-------------------------------------------------------------- ---------------------------------------------
Step 2: Calculate 15% of "A"
-------------------------------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot be
changed]
-------------------------------------------------------------- ---------------------------------------------
Multiply "A" by 0.15 195,249,219
-------------------------------------------------------------- ---------------------------------------------
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"
-------------------------------------------------------------- ---------------------------------------------
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 2 195,249,219
-------------------------------------------------------------- ---------------------------------------------
Subtract "C"
Note: number must be same
as shown in Step 3
-------------------------------------------------------------- ---------------------------------------------
Total ["A" x 0.15] - "C" 195,249,219
[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 1,301,661,459
-------------------------------------------------------------- ------------------------------
Step 2: Calculate 10% of "A"
----------------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot be
changed
-------------------------------------------------------------- ------------------------------
Multiply "A" by 0.10 130,166,146
-------------------------------------------------------------- ------------------------------
Step 3: Calculate "E", the amount of placement capacity
under rule 7.1A that has already been used
----------------------------------------------------------------------------------------------
Insert number of equity securities 40,000,000
issued or agreed to be issued
in that 12 month period under
rule 7.1A
Notes: (Issued on 10 December 2013)
* 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
-------------------------------------------------------------- ------------------------------
"E" 40,000,000
-------------------------------------------------------------- ------------------------------
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 2 130,166,146
---------------------------- ------------------------------------------------------------------------------
Subtract "E"
Note: number must be same
as shown in Step 3 40,000,000
---------------------------- ------------------------------------------------------------------------------
Total ["A" x 0.10] - "E" 90,166,146
Note: this is the remaining
placement capacity under rule
7.1A
---------------------------- ------------------------------------------------------------------------------
Enquiries:
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
+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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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