Thor Mining PLC Notice of General Meeting and Issue of Equity (9650A)

TIDMTHR

RNS Number : 9650A

Thor Mining PLC

02 October 2020

2 October 2020

THOR MINING PLC

NOTICE OF GENERAL MEETING

and

ISSUE OF EQUITY

Thor Mining PLC ("Thor" or "the Company") (AIM, ASX: THR) has today posted the notice of the General Meeting to be held at the office of Thor Mining, 58 Galway Avenue, Marleston, South Australia on 20 October 2020 at 5.00 p.m. (Australian Central Daylight Time) (the "General Meeting").

The difficulties with air transport, the need for quarantine and allied matters means that the general meeting will be held in Australia with only two directors or senior employees present each of whom is either a shareholder, or a proxy, or a corporate representative appointed by a shareholder. No other shareholder, proxy or corporate representative should attend the general meeting in person. The attendance by a shareholder (other than the ones specifically required to form the quorum for that meeting) is not essential.

All resolutions of the general meeting will be decided on a poll. Shareholders will still be able to vote in advance of the general meeting by proxy. To ensure that their vote counts, shareholders should only appoint the chairman of the general meeting to act as their proxy.

Should changes with regard to the impact of Covid-19 be announced by either government before the general meeting, the directors will consider those changes and the impact on the proposed general meeting. Any proposed changes will be announced on the website.

The purpose of the General Meeting is to consider, and if thought fit, pass the resolutions contained in the notice of meeting.

Resolutions 1 and 2 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders. Resolution 1 is a requirement under English company law where the Company wishes to allot new securities; resolution 2 is a requirement under English company law where the Company wishes to do so for cash without first offering those securities on a pro rata basis to existing shareholders.

Resolutions 3 to 7 inclusive relate to a GBP1,065,000 placement, announced on 15 September 2020. Each resolution is detailed further below:

-- Resolution 3 seeks shareholder approval to ratify, under ASX Listing Rule 7.4, the issue of 123,750,000 ordinary shares and 61,875,000 unlisted warrants (Tranche 1 Placement Securities) that were previously issued within the Company's placement capacity under ASX Listing Rule 7.1, on 28 September 2020. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.

-- Resolution 4 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of 25,500,000 Ordinary Shares and 12,750,000 unlisted warrants. The Ordinary Shares and warrants are proposed to be issued on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3).

-- Resolution 5 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of 25,000,000 Ordinary Shares and 12,500,000 unlisted warrants to existing Shareholder Metal Tiger PLC. The Ordinary Shares and warrants are proposed to be issued on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3).

-- Resolution 6 seeks shareholder approval, for the purposes of ASX Listing Rule 10.11, for the issue of 2,500,000 Ordinary Shares and 1,250,000 unlisted warrants to Mr Billing. The proposed issue of these securities are on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3). However, ASX Listing Rules requires separate shareholder approval for the issue of these securities, as Mr Billing is a Director and, therefore a Related Party of the Company.

-- Resolution 7 seeks shareholder approval, for the purposes of ASX Listing Rule 10.11, for the issue of 833,333 Ordinary Shares and 416,667 unlisted Options to Mark McGeough. The proposed issue of these securities are on the same terms as the Tranche 1 Placement Securities (the subject matter of Resolution 3). However, ASX Listing Rules requires separate shareholder approval for the issue of these securities, as Mr McGeough is a Director and, therefore a Related Party of the Company.

The terms of the Options referred to in each of Resolutions 3 to 7 inclusive, all have an exercise price of GBP0.01 (1 penny) and an expiry date two years from the date of issue.

Resolution 8 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue of 4,000,000 unlisted warrants to a company providing investor relations services to Thor, as part consideration for the services being provided. The proposed warrants have an exercise price of GBP0.0054 (0.54 pence) and expire three years from the date of issue.

A copy of the Notice of the General Meeting will also be available on the Company's website, http://www.thormining.com/

Settlement and dealings

Application will be made to the AIM Market of the London Stock Exchange ("AIM") for a total of 53,833,333 new Ordinary Shares, pursuant to the Conditional 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 23 October 2020 ("Admission").

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 1,493,204,800 Ordinary Shares in issue with voting rights attached. Thor holds no shares in treasury. This figure of 1,493,204,800 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.

Enquiries:

 
Mick Billing        +61 (8) 7324     Thor Mining PLC  Executive Chairman 
                      1935 
 Ray Ridge           +61 (8) 7324     Thor Mining PLC  CFO/Company Secretary 
                      1935 
 Samantha Harrison/  +44 (0) 207 383  Grant Thornton   Nominated Adviser 
  Niall McDonald      5100             UK LLP 
 Nick Emerson        +44 (0) 1483     SI Capital Ltd   Broker 
                      413 500

Upd ates 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.

Ab o u t T hor M i n i ng PLC

Thor Mining P LC (AI M, A S X: THR) is a r esources comp any quoted on the AIM M a rket of the London Stock Exchange and on ASX in Austr alia.

Thor holds 1 0 0% of the ad v anced Molyhil t ungsten p r oject in t he No rthe rn T e rr ito ry of Aust r alia, for w hich an updated feasibility study in August 2018(1) suggest ed attr a ctive retur ns.

Adjacent Molyhil, at Bonya, Thor holds a 40% interest in deposits of tungsten, copper, and vanadium, including Inferred Resource estimates for the White Violet and Samarkand tungsten deposits and the Bonya copper deposit (2).

Thor a lso holds 1 0 0% of t he Pilot Mountain tungst en p roject in Nevada U SA which has a JORC 20 12 Indicated and Inferred Res o u rces Estimate (3) on 2 of the 4 k nown 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.

Thor holds a 25% in ter est Aust r alian copper d evelopment company EnviroCopper Limited (with rights to increase its interest to 30%). EnviroCopper Limited holds:

-- r ights to earn up to a 7 5% interest in the mineral rights and claims over the resource on the p o r tion of the historic Kapunda copper mi ne in South Aust r alia considered recover able by way of in situ recove ry; and

-- rights to earn up to 75% of the Moonta copper project, also in South Australia comprising the northern portion of exploration licence EL5984 and includes a resource estimate for several deposits considered recover able by way of in situ recove ry .

N ot e s

   (1) Refer  ASX and AIM an n o u ncement  of  23   August   2 0 18 
   (2) Refer  ASX and AIM an n o u ncements  of  26   November   2 0 18 and 29 January 2020

(3) Refer AIM ann o un cement of 13 December 2018 and ASX ann o unce ment of 14 December 2018

Refer AIM a nn o un c e m e nt of 10 F e b r u ary 2 0 18 a nd ASX ann o uncement of 12 February 2 0 18

   Refer  ASX and AIM an n o u ncement  of  15 August   2 0 19

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