TIDMTHR
RNS Number : 0882Q
Thor Mining PLC
24 November 2016
24 November 2016
THOR MINING PLC
RESULT OF ANNUAL GENERAL MEETING
SHARE CAPITAL REORGANISATION
Thor Mining PLC ("Thor" or "the Company") (AIM, ASX: THR), the
Australian tungsten explorer and developer, is pleased to announce
that all Resolutions proposed at the Annual General Meeting of the
Company, held at 10am 24 November 2016 in London, were duly passed
without amendment.
Mick Billing Executive Chairman of Thor Mining read the
following statement to the meeting: "I would like to thank
shareholders for their ongoing support of our Company. In difficult
resource markets it is easy for management and investors to lose
faith in the quality of the assets held by a junior company or
indeed in their potential to deliver material value for
shareholders."
Last week I hosted a visit to our Pilot Mountain project in
Nevada with a group of UK and Australian investors who had
expressed an interest in visiting. By physically visiting the
project you see the size and scalability; the extensive old mine
workings; the remains of the 1950 processing plant; and the
extensive targets for exploration upside, in some cases achievable
with minimal exploration spend.
The coming weeks and months are going to be a very significant
period for Thor Mining. We have now received drilling permits for
Pilot Mountain and will commence audit drilling in the near term.
We have historical records for the drill targets, however we must
undertake a small number of twinned holes to validate these
records. If successful this programme proves the historical records
were accurate, the global tungsten resource inventory will increase
many fold.
Despite the negative sentiment, it is important for investors to
note that, in addition to Molyhil, Thor Mining has a major tungsten
project, 100% owned, in the heart of the USA, just when the country
is about to expand its infrastructure investment programme. Of
note, there are few tungsten projects in North America of the size
and nature of Pilot Mountain, and none are in production. In this
respect, Thor is very well positioned".
AGM RESOLUTION INFORMATION
In addition to the usual resolutions which are considered at an
Annual General Meeting, Resolutions 7 to 12 provide approval for
the issue of Ordinary Shares of 0.01p each in the capital of the
Company ("Ordinary Shares") to directors in lieu of cash
remuneration, and Resolutions 13 to 15 collectively provide
shareholder approval to reorganise the Company's share capital.
Remuneration Shares
All directors agreed to waive their right to cash remuneration
over the period 1 October 2015 to 30 September 2016 (inclusive), in
substitution for the issue of Ordinary Shares at a price of
A$0.000418 (0.0418 cents) per Ordinary Share ("Remuneration
Shares"). Details of the issue of Ordinary Shares in lieu of fees
for each director are provided below:
Director/former Salary/fees Number of Remuneration Resultant
director sacrificed Shares holding
----------------- ------------- ----------------------- ------------
M Billing A$40,000 95,693,780 619,131,158
----------------- ------------- ----------------------- ------------
M Ashton A$40,000 95,693,780 298,373,295
----------------- ------------- ----------------------- ------------
G Durack A$20,000 47,846,890 112,478,790
----------------- ------------- ----------------------- ------------
T Ireland A$40,000 95,693,780 173,563,677
----------------- ------------- ----------------------- ------------
D Thomas A$40,000 95,693,780 229,024,250
----------------- ------------- ----------------------- ------------
G Heddle A$6,667 15,948,963 115,948,963
----------------- ------------- ----------------------- ------------
Further to the shareholder approval having been granted at the
AGM, application has been made to the AIM Market of the London
Stock Exchange ("AIM") for a total of 446,570,973 Remuneration
Shares, which rank pari passu with the Company's existing issued
Ordinary Shares, to be admitted to trading on AIM. It is expected
that admission will become effective and that dealings in the
Remuneration Shares will commence at 8am (UK time) on 25 November
2016 (the "Remuneration Share Admission").
Following the Remuneration Share Admission, the issued ordinary
share capital of the Company will comprise 7,928,958,483 Ordinary
Shares (one vote per share), with no shares held in treasury. This
figure of 7,928,958,483 Ordinary Shares may be used by shareholders
in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in the share capital of Thor
under the FCA's Disclosure Guidance and Transparency Rules.
Capital Reorganisation
As a result of Resolutions 13, 14 and 15 being passed at the
AGM, shareholders have approved the subdivision of the Company's
Ordinary Shares, into one deferred share of 0.0096p each ("A
Deferred Share") and one ordinary share of 0.0004p ("Subdivided
Ordinary Share"), (the "Subdivision"). Immediately following the
Subdivision, the Company will reduce the number of Subdivided
Ordinary Shares by way of a consolidation on the basis of 25
Subdivided Ordinary Shares into one new ordinary share of 0.01p
each ("New Ordinary Share") (the "Consolidation"). In order that
the issued share capital of the Company is exactly divisible by 25,
the Company will, immediately prior to the Consolidation, issue 17
Ordinary Shares to increase the issued share capital to
7,928,958,500. Together, the Subdivision and Consolidation
constitute the "Capital Reorganisation". The necessary amendments
to the Company's Articles of Association, to give effect to the
Capital Reorganisation, will be effective immediately.
The Capital Reorganisation will become effective and CREST
accounts updated at 6 p.m. (UK time) on 30 November 2016.
Application will be made for 317,158,340 New Ordinary Shares to be
admitted to trading on AIM. Dealings in the New Ordinary Shares are
expected to commence at 8:00 a.m. on 1 December 2016 under new ISIN
GB00BD0NBV71 and SEDOL BD0NBV7 ("New Ordinary Share Admission").
Certificates in respect of the New Ordinary Shares are expected to
be issued by 7 December 2016.
A fractional entitlement will arise as a result of the
Consolidation unless a holding of Subdivided Ordinary Shares prior
to the Consolidation is exactly divisible by 25. For example, a
shareholder holding 405 Subdivided Ordinary Shares would be
entitled to 16 New Ordinary Shares and a fractional entitlement of
0.2 of a New Ordinary Share after the consolidation of shares.
Any fractional entitlements arising from the Consolidation will
be aggregated and sold in the market. The net proceeds will be paid
in due proportion among the relevant members entitled (save that
any fraction of a penny which would otherwise be payable shall be
rounded down and save that the Company may retain the net proceeds
where the individual amount of net proceeds to which any member is
entitled is less than three pounds (GBP3.00)).
Following the Consolidation, save for any adjustment resulting
from fractional entitlements, all shareholders will retain the same
percentage interest in the Company's issued ordinary share capital
as that held immediately prior to the implementation of the
Consolidation. Shareholders holding fewer than 25 Subdivided
Ordinary Shares immediately prior to the Consolidation will cease
to be shareholders of the Company.
Upon completion of the Capital Reorganisation, the number of
unlisted warrants in issue will be consolidated in the same ratio
as the Subdivided Ordinary Shares and their exercise price will be
amended in inverse proportion to that ratio, such that following
the Capital Reorganisation, the Company will have 147,840,000
unlisted warrants in issue.
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules ("DTRs"), following the New
Ordinary Share Admission, Thor will have 317,158,340 New Ordinary
Shares in issue (one vote per share). Thor holds no shares in
treasury. This figure of 317,158,340 may be used by shareholders in
the Company as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in the share capital of Thor under the
DTRs.
Enquiries:
Mick Billing +61 (8) 7324 Thor Mining PLC Executive
1935 Chairman
Ray Ridge +61 (8) 7324 Thor Mining PLC CFO/Company
1935 Secretary
Colin Aaronson/ +44 (0) 207 Grant Thornton UK Nominated
Daniel Bush/ 383 5100 LLP Adviser
Richard Tonthat
Gerry Beaney/ +44 (0) 20 Northland Capital Joint Broker
David Hignell 3861 6625 Partners Limited
John Howes
Nick Emerson +44 (0) 1483 SI Capital Joint Broker
/ 413 500
Andy Thacker
Tim Blythe/ +44 (0) 207 Blytheweigh Financial
Camilla Horsfall 138 3222 PR
The information contained within this announcement is considered
to be inside information prior to its release.
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
RAGDMMZMMDDGVZM
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