REG - Thor Mining PLC - Appendix 3B <Origin Href="QuoteRef">THRL.L</Origin>
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RNS Number : 7054L
Thor Mining PLC
09 July 2014
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Wednesday, 9th July 2014
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 issued or to be issued (a) Ordinary shares
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued (a) Transfer - there were no transfers between of AIM listed shares on the AIM Market of the London Stock Exchange and the ASX listed CDI's, during the period 1 July 2014 to 8 July 2014. (b) Issue of 245,800,472 shares on 8 July 2014. Thereby increasing the total number of securities, listed on both AIM and ASX, to 1,949,470,327 as at 8 July 2014.
3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount This represents:(a) Transfer - there were no transfers between of AIM listed shares on the AIM Market of the London Stock Exchange and the ASX listed CDI's, during the period 1 July 2014 to 8 July 2014. (b) Issue of 245,800,472 shares to sophisticated investors, as advised to ASX on 4th July 2014.
outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the Yes
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) N/A(b) Issue: 0.1 pence per share.
6 Purpose of the issue(If issued as consideration for the acquisition of assets, clearly identify those assets) (a) Transfer N/A(b) Issue. The net proceeds raised will be used primarily to finalise an upgraded Definitive Feasibility Study at Thor's Molyhil tungsten project in Australia's Northern Territory, and also augment the Company's existing cash resources.
6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h Yes
in relation to the+securities the subject of this Appendix 3B, and comply with section 6i
6b The date the security holder resolution under rule 7.1A was passed 28 November 2013
6c Number of +securities issued without security holder approval under rule 7.1 (a) N/A(b) 245,800,472
6d Number of +securities issued with security holder approval under rule 7.1A Nil
6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify N/A
date of meeting)
6f Number of securities issued under an exception in rule 7.2 N/A
6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the N/A
issue date and both values. Include the source of the VWAP calculation.
6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was N/A
released to ASX Market Announcements.
6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Refer attached Annexure 1
Announcements
7 Dates of entering +securities into uncertificated holdings or despatch of certificates (a) Transfers: 8 July 2014(b) Issue: 8 July 2014
Number +Class
8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 717,887,662 Ordinary Shares quoted byASX ("THR" as CDIs) as at 8 July 2014.
9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 1,231,582,665 4,000,000 600,000 84,141,088 62,887,808 20,067,431 8,289,027 Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 1st July 2014. 2.0
pence Unlisted 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). 1.05 cent unlisted options expiring 30 September 2014. (Issued to
Australian registered CDI holders as a result of 2013 Open offer). 0.07 pence unlisted warrants
expiring 30 September 2014. (Issued to UK registered shareholders as a result of 2013 Open offer).
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) No Policy
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 securitiesExample: 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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: 9 July 2014
(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 ordinary securities on issue 12 months before date of issue or agreement to issue (As at 8 July 2013) 982,814,766
Add the following:• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month periodNote:• Include only ordinary securities here - other classes 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 Issued as a result of the exerciseof warrantsIssued 11 July 2013 56,000Issued 30 September 2013 1,806Issued 12 June 2014 110,000 (all approved on 12 April 2013) Placement (5/9/2013) 148,888,887
securities on different dates as separate line items (approved 3 September 2013) Placement (10/9/2013) 144,900,000 (approved 28 November 2013) Remuneration (10/12/13) 25,000,000 (approved 28 November 2013) Placement (21/2/14)
194,000,000Placement (3/4/14) 142,898,396(both approved 3rd April 2014)
Subtract the number of fully paid ordinary securities cancelled during that 12 month period 0
"A" 1,638,669,855
Step 2: Calculate 15% of "A"
"B" 0.15[Note: this value cannot be changed]
Multiply "A" by 0.15 245,800,478
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 7.4Note:• 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 Issued 8th July 2014 245,800,472
"C" 245,800,472
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15Note: number must be same as shown in Step 2 245,800,478
Subtract "C"Note: number must be same as shown in Step 3 245,800,472
Total ["A" x 0.15] - "C" 6 [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 1,638,669,855
Step 2: Calculate 10% of "A"
"D" 0.10Note: this value cannot be changed
Multiply "A" by 0.10 163,866,986
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1ANotes:• This applies to equity securities - not just ordinary securities• Include here - if applicable - the securities the subject of the Issued on 10 December 2013 40,000,000Issued on 30 May 2014 25,000,000
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" 65,000,000
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10Note: number must be same as shown in Step 2 163,866,986
Subtract "E"Note: number must be same as shown in Step 3 65,000,000
Total ["A" x 0.10] - "E" 98,866,986 Note: this is the remaining placement capacity under rule 7.1A
Enquiries:
Mick Billing +61 (8) 7324 1935 Thor Mining PLC Executive Chairman
Ray Ridge +61 (8) 7324 1935 Thor Mining PLC CFO/Company Secretary
Colin Aaronson/ David Hignell/Jamie Barklem +44 (0) 207 383 5100 Grant Thornton UK LLP Nominated Adviser
Andrew Monk/Bhavesh Patel +44 (0) 20 3005 5000 VSA Capital Ltd Broker
Alex Walters +44 (0) 7771 713608+44 (0) 207 839 9260 Cadogan PR FinancialPR
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
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