TIDMTHR

RNS Number : 1568B

Thor Mining PLC

28 February 2014

Friday 28 February 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) Issue of 194,000,000 shares 
       issued or to be issued                                           on 21 February 2014. 
       (if known) or maximum                                            (b) Transfer of 10,000,000 AIM 
       number which may be                                              listed shares from the AIM Market 
       issued                                                           of the London Stock Exchange 
                                                                        to ASX as CDIs during the period 
                                                                        from 1 February 2014 to 28 February 
                                                                        2014 
                                                                        Thereby increasing the number 
                                                                        of shares listed on the AIM market 
                                                                        of the London Stock Exchange 
                                                                        at 1,535,661,459 as at 28 February 
                                                                        2014. 
 
 3    Principal terms of                                                This represents: 
       the +securities (eg,                                             (a) The issue of 194,000,000 
       if options, exercise                                             shares to an institutional investor, 
       price and expiry date;                                           Lanstead Capital LP as advised 
       if partly paid +securities,                                      to ASX on 21 February 2014. 
       the amount outstanding                                           (b) The transfer of 10,000,000 
       and due dates for payment;                                       Ordinary shares listed on the 
       if +convertible securities,                                      AIM Market of the London Stock 
       the conversion price                                             Exchange to CDIs listed on ASX 
       and dates for conversion)                                        during the period from 1 February 
                                                                        2014 to 28 February 2014. 
                                                                  --------------------------------------------- 
 
 4    Do the +securities                                            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) of the 194,000,000 shares 
                                                                        issued to Lanstead Capital LP, 
                                                                        178,957,219 shares were issued 
                                                                        at a price of 0.23375 pence per 
                                                                        share and 15,042,781 shares were 
                                                                        issued for nil cash consideration 
                                                                        in payment of an initial transaction 
                                                                        fee; 
                                                                        (b) N/A 
                                                                  --------------------------------------------- 
 
 6    Purpose of the issue                                          (a) Issue: To augment existing 
       (If issued as consideration                                   cash resources and assist with 
       for the acquisition                                           continuing assessment and exploration 
       of assets, clearly                                            of the company's tungsten and 
       identify those assets)                                        gold projects 
                                                                     (b) Transfer of securities from 
                                                                     ordinary shares admitted to the 
                                                                     AIM market of the London Stock 
                                                                     Exchange, to CDIs listed on ASX. 
                                                                  --------------------------------------------- 
 
 6a   Is the entity an +eligible                                   Yes 
       entity that has obtained 
       security holder approval 
       under rule 7.1A? 
 
       If Yes, complete sections 
       6b - 6h in relation 
       to the +securities 
       the subject of this 
       Appendix 3B, and comply 
       with section 6i 
                                                                  --------------------------------------------- 
 
 6b   The date the security                                        28 November 2013 
       holder resolution under 
       rule 7.1A was passed 
                                                                  --------------------------------------------- 
 
 6c   Number of +securities                                        (a) 194,000,000 
       issued without security 
       holder approval under 
       rule 7.1 
                                                                    (b) N/A 
                                                                  --------------------------------------------- 
 
 6d   Number of +securities                                        Nil 
       issued with security 
       holder approval under 
       rule 7.1A 
                                                                  --------------------------------------------- 
 
 6e   Number of +securities                                              N/A 
       issued with security 
       holder approval under 
       rule 7.3, or another 
       specific security holder 
       approval (specify date 
       of meeting) 
                                                                  --------------------------------------------- 
 
 6f   Number of securities                                         N/A 
       issued under an exception 
       in rule 7.2 
                                                                  --------------------------------------------- 
 
 6g   If securities issued                                         N/A 
       under rule 7.1A, was 
       issue price at least 
       75% of 15 day VWAP 
       as calculated under 
       rule 7.1A.3? Include 
       the issue date and 
       both values. Include 
       the source of the VWAP 
       calculation. 
                                                                  --------------------------------------------- 
 
 6h   If securities were                                           N/A 
       issued under rule 7.1A 
       for non-cash consideration, 
       state date on which 
       valuation of consideration 
       was released to ASX 
       Market Announcements 
                                                                  --------------------------------------------- 
 
 6i   Calculate the entity's                                       Refer attached Annexure 1 
       remaining issue capacity 
       under rule 7.1 and 
       rule 7.1A - complete 
       Annexure 1 and release 
       to ASX Market Announcements 
                                                                  --------------------------------------------- 
 
 7    Dates of entering +securities                                Issue: 21 February 2014 
       into uncertificated                                          Transfers: 27 February 2014 
       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)            647,213,113    as at 28 February 2014 
                                    ------------  ------------------------------- 
                                                   Ordinary Shares admitted 
                                                    to the AIM Market of 
                                                    the London Stock Exchange, 
                                                    as at 31 January 2014. 
                                                    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). 
                                                    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 
                                     866,781,679    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             600,000    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: 28 February 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 28 February 2013) 
  ordinary securities on issue 
  12 months before date of issue 
  or agreement to issue 
                                                                                           904,099,623 
--------------------------------------------------------------  -------------------------------------- 
 Add the following: 
   *    Number of fully paid ordinary securities issued in 
        that 12 month period under an exception in rule 7.2 
 
                                                                   Western Desert Resources re 
   *    Number of fully paid ordinary securities issued in         Spring Hill consideration 21,666 
        that 12 month period with shareholder approval             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) 
 
                                                                   Placement (5/9/2013) 148,888,887 
                                                                   (approved 3 September 2013) 
   *    Number of partly paid ordinary securities that became 
        fully paid in that 12 month period                         Placement (10/9/2013) 144,900,000 
                                                                   (approved 28 November 2013) 
 
  Note:                                                            Remuneration Shares 25,000,000 
   *    Include only ordinary securities here - other classes      (approved 28 November 2013) 
        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"                                                                                     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                                             194,000,000 
--------------------------------------------------------------  -------------------------------------- 
 "C"                                                                                       194,000,000 
--------------------------------------------------------------  -------------------------------------- 
 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                                                                         1,249,219 
--------------------------------------------------------------  -------------------------------------- 
 Subtract "C" 
  Note: number must be same 
  as shown in Step 3 
--------------------------------------------------------------  -------------------------------------- 
 Total ["A" x 0.15] - "C"                                                                    1,249,219 
                                                                          [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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