TIDMTHR
RNS Number : 5080E
Thor Mining PLC
10 February 2015
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Tuesday, 10 January 2015
THOR MINING PLC
Thor Mining PLC ("Thor" or the "Company")
The Directors of Thor Mining PLC (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 Ordinary shares / CDIs
issued or to be issued
2 Number of +securities Transfers of 29,502,549 AIM listed
issued or to be issued shares on the AIM Market of the
(if known) or maximum London Stock Exchange to ASX
number which may be listed CDI's, during the period
issued 8 January 2015 to 6 February
2015.
3 Principal terms of This represents:
the +securities (eg, Transfer - transfers of 29,502,549
if options, exercise AIM listed shares on the AIM
price and expiry date; Market of the London Stock Exchange
if partly paid +securities, to ASX listed CDI's, during the
the amount outstanding period 8 January 2015 to 6 February
and due dates for payment; 2015.
if +convertible securities,
the conversion price
and dates for conversion)
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 N/A
Purpose of the issue Transfer of 29,502,549 AIM listed
(If issued as consideration ordinary shares on the AIM Market
6 for the acquisition of the London Stock Exchange
of assets, clearly to ASX listed CDI's.
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 6 November 2014
holder resolution under
6b rule 7.1A was passed
Number of +securities N/A
issued without security
6c holder approval under
rule 7.1
Number of +securities N/A
issued with security
6d holder approval under
rule 7.1A
Number of +securities N/A
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 (a) Transfers: 8 January 2015
into uncertificated to 6 February 2015.
holdings or despatch
of certificates
Number +Class
Number and +class of
all +securities quoted
on ASX (including the
securities in section Ordinary Shares quoted
8 2 if applicable) 1,097,362,621 by
ASX ("THR" as CDIs)
418,750,000 as at 6 February 2015.
Ordinary Shares quoted
by
ASX ("THR" as CDIs)
as at 6 February 2015,
held in voluntary escrow
until 27 October 2015.
-----------------------------------------
9 Number and +class of 1,536,978,590 Ordinary Shares admitted
all +securities not 4,000,000 to the AIM Market of
quoted on ASX (including 600,000 the London Stock Exchange,
the securities in section 84,141,088 as at 7 January 2015.
2 if applicable) 62,887,808 2.0 pence Unlisted
26,763,987 Warrants 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).
0.1 pence Unlisted
Warrants expiring 22
September 2016. (Held
by an Associate).
-----------------------------------------
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) ü Securities described in Part 1
(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 February 2015
(Company Secretary)
Print name: Ray Ridge
== == == == ==
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 6 February 2014)
ordinary securities on issue
12 months before date of
issue or agreement to issue
1,341,661,459
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Add the following:
* Number of fully paid ordinary securities issued in
that 12 month period under an exception in rule 7.2
Issued as a result of the exercise
of warrants
* Number of fully paid ordinary securities issued in Issued (12/6/14) 110,000
that 12 month period with shareholder approval Issued (30/9/14) 300,223
Issued (15/10/14) 155,555
(all approved on 12 April
2013)
Placement (21/2/14) 194,000,000
Placement (3/4/14) 142,898,396
(both approved 3(rd) April
2014)
Placement (30/5/14) 25,000,000
Placement (8/7/14) 245,800,472
Placement (31/7/14) 354,199,528
(all approved 31(st) July 2014)
Acquisition 418,750,000
Convert Director Loans 96,685,082
(both issued 29/10/14 & both
* Number of partly paid ordinary securities that became approved 31 July 2014)
fully paid in that 12 month period
Remuneration (10/11/14) 66,308,276
(approved 6 November 2014)
Note:
* Include only ordinary securities here - other classes Placement (19/8/14) 46,388,888
of equity securities cannot be added (approved 6 November 2014)
* 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" 2,932,257,879
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be
changed]
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Multiply "A" by 0.15 439,838,682
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Step 3: Calculate "C", the amount of placement capacity
under rule 7.1 that has already been used
Insert number of equity securities Issued 22 October 2014 26,763,987
issued or agreed to be issued (Unlisted Options)
in that 12 month period not Issued 28 November 2014 120,833,332
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" 147,597,319
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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 2 439,838,682
--------------------------------------------
Subtract "C"
Note: number must be same
as shown in Step 3 147,597,319
--------------------------------------------
Total ["A" x 0.15] - "C" 292,241,363
[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 2,932,257,879
-----------------------------------------
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be
changed
-----------------------------------------
Multiply "A" by 0.10 293,225,787
-----------------------------------------
Step 3: Calculate "E", the amount of placement capacity
under rule 7.1A that has already been used
Insert number of equity securities Nil
issued or agreed to be issued
in that 12 month period under
rule 7.1A
Notes:
* This applies to equity securities - not just ordinary
securities
* Include here - if applicable - the securities the
subject of the Appendix 3B to which this form is
annexed
* Do not include equity securities issued under rule
7.1 (they must be dealt with in Part 1), or for which
specific security holder approval has been obtained
* It may be useful to set out issues of securities on
different dates as separate line items
-----------------------------------------
"E" Nil
-----------------------------------------
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 2 293,225,787
---------------------------------------------------------------------------
Subtract "E"
Note: number must be same Nil
as shown in Step 3
---------------------------------------------------------------------------
Total ["A" x 0.10] - "E"
293,225,787
Note: this is
the remaining
placement
capacity under
rule
7.1A
---------------------------------------------------------------------------
Enquiries:
Mick Billing +61 (8) 7324 1935 Thor Mining Executive
PLC Chairman
Ray Ridge +61 (8) 7324 1935 Thor Mining CFO/Company
PLC Secretary
Colin +44 (0) 207 383 Grant Nominated
Aaronson/ 5100 Thornton Adviser
Richard UK LLP
Tonthat/
Harrison
Clarke
Andrew Monk/ +44 (0) 20 3005 VSA Capital Broker
Bhavesh 5000 Ltd
Patel
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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