TIDMTHR
RNS Number : 9562Y
Thor Mining PLC
15 September 2020
15 September 2020
THOR MINING PLC
STRATEGIC PLACING TO RAISE GBP 1,065,500
The directors of Thor Mining Plc ("Thor" or the "Company") (AIM,
ASX: THR) are pleased to announce a strategic financing to allow
acceleration of the Company's project interests, with particular
emphasis on the Ragged Range gold and nickel prospects in the
Pilbara region of Western Australia.
Highlights:
-- The Company has raised gross proceeds of GBP742,500 via the
placing of 123,750,000, new ordinary shares of 0.01p each
("Ordinary Shares") at a price of 0.6 pence per Ordinary Share
("Initial Placing")
-- The Company has raised a further GBP323,000 via the
conditional placing to Metal Tiger PLC ("Metal Tiger"), Artemis
Resources Limited and the Company's broker SI Capital, together
with subscriptions by company directors, of a total of 53,833,333
new Ordinary Shares, also at a price of 0.6 pence per Ordinary
Share ("Conditional Placing").
-- Strong support was received from a broad range of new
institutional and sophisticated investors, adding strength to the
Company's share register.
-- Company directors Mick Billing and Mark McGeough to invest
GBP15,000 and GBP5,000, respectively in the Conditional Placing,
subject to shareholder approval.
-- Metal Tiger PLC, the largest shareholder in Thor, to also
invest GBP150,000 in the Conditional Placing, subject to
shareholder approval.
-- Artemis Resources Limited (ASX:ARV), a company with major
gold exploration and development projects in Western Australia's
Pilbara, of which Thor director Mark Potter is chairman, to also
invest GBP138,000 in the Conditional Placing, subject to
shareholder approval.
-- All placees in the Initial Placing and the Conditional
Placing to receive, one warrant for each two placing shares, to
subscribe for a further new Ordinary Share at UK 1pence per
Ordinary Share per share ("Warrant"), valid for two years from the
date of issue.
-- Funds raised to be utilised for exploration activities at the
Ragged Range, gold & nickel project in the Pilbara region of
Western Australia, further investment in EnviroCopper Limited with
a primary objective of drill testing the gold potential at Kapunda,
exploration activities on uranium and vanadium projects in the USA,
and general working capital.
-- The Company's broker SI Capital has acted as Lead Manager to the Placing.
Mick Billing, Executive Chairman of Thor Mining, commented:
"This is a great outcome for Thor Mining as we plan, in
particular, for an intensive program of exploration at our exciting
Ragged Range gold & nickel project"
"In EnviroCopper Limited , we are looking to support further
exploration expenditure which is to be devoted to a drilling
program focussed on further testing the gold potential of this
deposit."
"We hope also to carry out a maiden drilling program on the
recently acquired uranium and vanadium prospects in the United
States."
"We are very pleased to have ongoing support from the Company's
major shareholder, Metal Tiger PLC, and welcome new shareholder,
Artemis Resources Limited, who recognise the potential of our
Ragged Range Project."
Capital Raise
The Company has raised gross proceeds of GBP742,500 via the
placing of 123,750,000 new Ordinary Shares at a price of 0.6 pence
per Ordinary Share, being the Initial Placing and has received
commitments, subject to shareholder approval, of a further
GBP323,000 through the conditional placing of 53,833,333 new
Ordinary Shares, also at a price of 0.6 pence per Ordinary Share
pursuant to the Conditional Placing.
Placees to receive one Warrant for each two shares, to subscribe
for a further new Ordinary Share at 1 pence per Ordinary Share,
valid for two years from the date of issue.
The Placing was undertaken by the Company's broker SI
Capital.
Funds raised to be utilised for exploration activities at the
Ragged Range gold & nickel project, further investment in
EnviroCopper Limited with a primary objective of drill testing the
gold potential at Kapunda, uranium and vanadium projects in the
United States, as well to provide as general working capital.
Share Issue
The Company will shortly issue 123,750,000 Ordinary Shares and
61,875,000 Warrants, covering the Initial Placing ("Initial
Issue"), both utilising the Company's existing shareholder
authorities, and will convene a general meeting of the Company at
which shareholders will be asked to grant the Directors the
necessary authorities to issue 53,833,333 Ordinary Shares and the
26,916,667 Warrants pursuant to the Conditional Placing.
Director and Metal Tiger Participation in the Conditional
Placing
Mick Billing and Mark McGeough, both directors of the Company,
have committed to participate in the Conditional Placing by
subscribing for 3,333,333 new Ordinary Shares respectively on the
terms above, for an aggregate subscription of GBP20,000, subject to
shareholder approval at the forthcoming general meeting of
shareholders.
Metal Tiger, a substantial shareholder, has committed to
participate in the Conditional Placing by subscribing for
25,000,000 new Ordinary Shares for GBP150,000, subject shareholder
approval at the forthcoming general meeting of shareholders. Mark
Potter, a non-executive of Thor is Chief Investment Officer of
Metal Tiger.
The issue of shares to Mick Billing, Mark McGeough and Metal
Tiger pursuant to the Conditional Placing constitute related party
transactions under AIM Rule 13. The independent director, Richard
Bradey (who is not participating in the Placing or Conditional
Placing) considers, having consulted with the Company's nominated
adviser, Grant Thornton UK LLP, that the terms of the issue of
shares to Mick Billing, Mark McGeough and Metal Tiger are fair and
reasonable insofar as the Company's shareholders are concerned.
General Meeting
A notice of General Meeting, expected to be held on or around 20
October 2020, will shortly be sent to shareholders, in order to
seek approvals for increased director authorities to issue Ordinary
Shares, to be used in the first instance to issue the Ordinary
Shares and Warrants pursuant to the Conditional Placing. Further
announcements will be made in this respect as soon as
practicable.
Changes in Directors' and Significant Shareholders'
Interests
Significant shareholders Paul & Michelle Johnson are
participating in the Initial Placing, and their resultant
beneficial holdings, subject to no change, on completion will
be:
Subscription Resultant holding
----------------------------------- ----------------------------------------
Significant Amount Number Number Number % of Number
Shareholder GBP of Shares of Warrants of Shares enlarged of warrants
capital(1)
Paul & Michelle
Johnson 25,000 4,166,667 2,083,333 61,581,807 4.31% 2,083,333
------- ----------- ------------- ----------- ------------ -------------
(1) The resultant holding % as a proportion of total issued
capital is stated on the basis of the Initial Placing. Assuming all
resolutions associated with the Conditional Placing are approved by
shareholders at the forthcoming general meeting and the Conditional
Placing Shares are issued, the holding % will be reduced to
4.15%.
Subject to receiving shareholder approval at the forthcoming
general meeting to be convened shortly, and assuming there are no
further changes to the shareholdings and warrant holdings of Mick
Billing and Mark McGeough before the completion of the Conditional
Placing, the beneficial holdings of these directors and their
connected parties will be:
Subscription Resultant holding
------------------------------------ ----------------------------------------
Director Amount Number Number Number % of Number
GBP of Shares of Warrants of Shares enlarged of warrants
capital(2)
Mick Billing 15,000 2,500,000 1,250,000 51,494,715 3.47% 14,750,000
Mark McGeough 5,000 833,333 416,667 833,333 0.06% 416,667
-------- ----------- ------------- ----------- ------------ -------------
Subject to receiving shareholder approval at the forthcoming
general meeting to be convened shortly, and assuming there are no
further changes to the shareholdings and warrant holdings of Metal
Tiger, the beneficial holdings of Metal Tiger will be:
Subscription Resultant holding
------------------------------------- -------------------------------------------
Significant Amount Number Number Number of % of enlarged Number
Shareholder GBP of Shares of Warrants Shares capital of warrants
(2)
Metal Tiger 150,000 25,000,000 12,500,000 171,550,000 11.56% 37,500,000
-------- ------------ ------------- ------------ -------------- -------------
(2) The resultant holding % as a proportion of total issued
capital is stated assuming all resolutions associated with the
Conditional Placing are approved by shareholders at the forthcoming
general meeting and the Conditional Placing Shares are issued.
Settlement and dealings
Application will be made to the AIM Market of the London Stock
Exchange ("AIM") for a total of 123,750,000 new Ordinary Shares,
pursuant to the Initial Placing, which will rank pari passu with
the Company's existing issued Ordinary Shares, to be admitted to
trading. Dealings on AIM are expected to commence at 8:00am on or
around 18 September 2020 ("Admission").
Application will be made for the admission to trading on AIM for
the 53,833,333 Ordinary Shares making up the Conditional Placing,
following the forthcoming general meeting, assuming receipt of
Shareholder approval.
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules ("DTRs"), following Admission of
the Initial Placing ordinary shares, Thor will have 1,429,921,467
Ordinary Shares in issue with voting rights attached, inclusive of
the recently announced 24,000,000 Ordinary Shares to be issued on
15 September 2020. Thor holds no shares in treasury. This figure of
1,429,921,467 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 Company, under the ASX Listing Rules or the
DTRs.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Enquiries:
Mick Billing +61 (8) 7324 Thor Mining PLC Executive Chairman
1935
Ray Ridge +61 (8) 7324 Thor Mining PLC CFO/Company
1935 Secretary
Samantha Harrison/ +44 (0) 207 383 Grant Thornton UK Nominated Adviser
Niall McDonald 5100 LLP
Nick Emerson +44 (0) 1483 SI Capital Ltd Joint Broker
413 500
Updates on the C o m pan y 's activities are regular ly p o sted
on Thor's we bsite w w w.th o r m i n i ng .c o m , which includes
a facility to regi ster to receive these updates by email, and on
the Co m pan y's twitter page @ThorMining.
About Thor Mining PLC
Thor Mining PLC (AIM, ASX: THR) is a resources company quoted on
the AIM Market of the London Stock Exchange and on ASX in
Australia.
Thor holds 100% of the advanced Molyhil tungsten project in the
Northern Territory of Australia, for which an updated feasibility
study in August 2018(1) suggested attractive returns.
Adjacent Molyhil, at Bonya, Thor holds a 40% interest in
deposits of tungsten, copper, and vanadium, including an Inferred
resource for the Bonya copper deposit(2).
Thor is also acquiring up to a 30% interest Australian copper
development company EnviroCopper Limited, which in turn holds
rights to earn up to a 75% interest in the mineral rights and
claims over the resource on the portion of the historic Kapunda
copper mine in South Australia recoverable by way of in situ
recovery , and also holds rights to earn a 75% interest in portion
of the Moonta Copper project also in South Australia, and is
considered amenable to recovery by way of in situ recovery .
Thor also holds 100% of the Pilot Mountain tungsten project in
Nevada USA which has a JORC 2012 Indicated and Inferred Resources
Estimate(3) on 2 of the 4 known deposits. The US Department of the
Interior has confirmed that tungsten, the primary resource mineral
at Pilot Mountain, has been included in the final list of Critical
Minerals 2018.
The Company also has exciting gold interests at Ragged Range in
the Pilbara region of Western Australia.
Notes
(1) Refer ASX and AIM announcement of 23 August 2018
(2) Refer ASX and AIM announcement of 26 November 2018
(3) Refer AIM announcement of 13 December 2018 and ASX
announcement of 14 December 2018
Refer AIM announcement of 10 February 2016 and ASX announcement
of 12 February 2018
Refer ASX and AIM announcement of 15 August 2019
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END
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