REG - Thor Mining PLC - Notice of AGM <Origin Href="QuoteRef">THRL.L</Origin> - Part 2
29/10/2014 09:21
- Part 2: For the preceding part double click ID:nRSF5129Ta
example as 10%.
iv. The table does not show an example of dilution that may be caused to a
particular Shareholder by reason of placements under the 10% Placement
Facility, based on that Shareholder's holding at the date of the Annual
General Meeting.
v. The table shows only the effect of issues of Equity Securities under
Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule
7.1. Dilution experienced by Shareholders may be greater if issues have been
made utilising the capacity in Listing Rule 7.1 as well.
vi. The issue of Equity Securities under the 10% Placement Facility consists
only of Shares. If the issue of Equity Securities includes Listed Options, it
is assumed that those Listed Options are exercised into Shares for the purpose
of calculating the voting dilution effect on existing Shareholders.
vii. The current market price of CDIs of AUD$0.003, being the
closing price of the CDIs on ASX at 15 September 2014.
(c) The Company will only issue and allot the Equity Securities during
the 10% Placement Period. The approval under Resolution 15 for the issue of
Equity Securities will cease to be valid in the event that Shareholders
approve a transaction for the purposes of ASX Listing Rules 11.1.2 (a
significant change to the nature or scale of activities) or 11.2 (disposal of
main undertaking).
(d) The Company may seek to issue the Equity Securities for the
following purposes:
i. non-cash consideration for the acquisition of the new assets and
investments. In such circumstances the Company will provide a valuation of the
non-cash consideration as required by ASX Listing Rule 7.1A.3; or
ii. cash consideration. In such circumstances, the Company intends to use the
funds raised towards an acquisition of new assets or investments (including
expense associated with such acquisition), continued exploration and
feasibility study expenditure on the Company's current assets (including the
Dundas and Spring Hill gold projects, and the Molyhil Tungsten/Molybdenum
Project) and/or general working capital.
The Company will comply with the disclosure obligations under ASX Listing
Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.
(e) The Company's allocation policy is dependent on the prevailing
market conditions at the time of any proposed issue pursuant to the 10%
Placement Facility. The identity of the allottees of Equity Securities will be
determined on a case-by-case basis having regard to the factors including but
not limited to the following:
i. the methods of raising funds that are available to the Company,
including but not limited to, rights issues or other issues in which existing
security holders can participate;
ii. the effect of the issue of the Equity Securities on the control of the
Company;
iii. the financial situation and solvency of the Company; and
iv. advice from corporate, financial and broking advisers (if applicable).
The allottees under the 10% Placement Facility have not been determined as at
the date of this Notice but may include existing Shareholders and/or new
investors who are not Related Parties of the Company or their associates.
Further, if the Company is successful in acquiring new assets or investments,
it is likely that the allottees under the 10% Placement Facility will be the
vendors of the new resources assets or investments.
If Resolution 15 is approved by Shareholders, the Company will issue Equity
Securities under the 10% Placement Facility during the Placement Period, as
and when the circumstances of the Company require.
(f) The Company previously obtained Shareholder approval under Listing
Rule 7.1A at the 2013 annual general meeting. In the 12 months preceding the
date of this Meeting, the Company issued a total number of 1,073,397,284
Equity Securities, representing 84.1% of the total number of Equity Securities
on issue at the commencement of that 12 month period. The details of all
issues of Equity Securities in the 12 months preceding the date of this
Meeting are set out in Annexure A to these explanatory notes.
(g) The Company will disregard any votes cast on Resolution 15 by a
person (and any associates of such a person) who may participate in the 10%
Placement Facility and a person who might obtain a benefit, except a benefit
solely in the capacity of a holder of Shares, if Resolution 15 is passed.
However, the Company will not disregard a vote if:
i. it is cast by the person as proxy for a person who is entitled to vote,
in accordance with directions on the proxy form; or
ii. it is cast by the Chairman as proxy for a person who is entitled to vote,
in accordance with a direction on the proxy form to vote as the proxy
decides.
At the date of the Notice, the Company has not approached any particular
existing Shareholder or security holder or an identifiable class of existing
security holder to participate in the issue of the Equity Securities. No
existing Shareholder's votes will therefore be excluded under the voting
exclusion in the Notice.
65. The Directors recommend that Shareholders vote in favour of Resolution 15
as they themselves intend to do. The Chairman intends to vote undirected
proxies in favour of Resolution 15.
DEFINITIONS
In this document, the following words and expressions shall, except where the
context requires otherwise, have the following meanings:
Acquisition AIM Has the meaning given in the notes to Resolution 7 AIM market of the London Stock Exchange
ASX ASX Limited ACN 008 624 691 or the stock exchange operated by ASX Limited (as the context requires)
ASX Listing Rules the listing rules of the ASX
Black Fire Black Fire Minerals Limited
Board the board of Directors of the Company
CDI Chess Depositary Interest, being a unit of beneficial ownership of a Share legally held by CHESS
CHESS Chess Depositary Nominees Pty Ltd (ACN 071 346 506)
Corporations Act the Corporations Act 2001 (Cth)
Director a director of the Company
Deferred Share deferred share in the capital of the Company
Equity Securities has the same meaning as in the ASX Listing Rules
Meeting the 2014 annual general meeting of the Company, convened by this Notice of Meeting
Nominated Exchange Rate a nominated currency conversion rate of AUD 1.81 for every one UK Sterling Pound, including the equivalent conversion in reverse
Ordinary Share ordinary share in the capital of the Company
Related Party has the meaning given to that term in the ASX Listing Rules
Shareholder a holder of Ordinary Shares
Thor or the Company Thor Mining PLC
Trading Day Has the same meaning as in the ASX Listing Rules
VWAP volume weighted average price
Annexure A - SUPPLEMENTARY INFORMATION FOR RESOLUTION 15
The table below sets out the details of all the issues of Equity Securities by
the Company in the 12 months preceding this Meeting, as required by Listing
Rule 7.3A.6(b).
Date of issue: 10 December 2013
Number issued: 25,000,000
Class/Type of equity issued: CDIs
Summary of terms: Fully paid ordinary shares (beneficially held as CDIs) and ranking equally with all other shares on issue.
Names of persons who received securities or basis on which those persons were determined: Directors of the Company (Related Parties). Approved at the AGM 30 November 2013.
Price: A$0.007
Discount to market price (if any): Nil discount to the ASX closing price at 10 December 2013 of A$0.005.
For cash issues
Total cash consideration received: Nil cash consideration
Amount of cash consideration spent: N/A
Use of Cash consideration: N/A
Intended use for the remaining amount of cash (if any): N/A
For non-cash issues
Non-cash consideration paid: A$175,000. Issued in satisfaction of Directors fees for 1 January 2013 to 30 September 2013. In the case of Michael Billing, in addition to his Director's fees, approximately 50% of his total consulting fees (in his capacity as Chief Executive Officer) for the period 1 October 2012 to 30 September 2013.
Current value of that non-cash consideration: A$75,000 based on the closing price of CDIs on ASX at 15 September 2014
Date of issue: 10 December 2013
Number issued: 40,000,000
Class/Type of equity issued: CDIs
Summary of terms: Fully paid ordinary shares (beneficially held as CDIs) and ranking equally with all other shares on issue.
Names of persons who received securities or basis on which those persons were determined: 10,000,000 each to Dunham Holdings Pty Ltd, Hush Hush Pty Ltd, Saward Superannuation Fund, Clients of Taylor Collinson
Price: A$0.005
Discount to market price (if any): Nil discount to the ASX closing price at 10 December 2013 of A$0.005.
For cash issues
Total cash consideration received: A$200,000
Amount of cash consideration spent: A$200,000
Use of Cash consideration: To augment the Company's existing cash resources and assist with continued assessment and exploration of its advanced tungsten and gold projects in Australia's Northern Territory.
Intended use for the remaining amount of cash (if any): N/A
For non-cash issues
Non-cash consideration paid: N/A
Current value of that non-cash consideration: N/A
Date of issue: 21 February 2014
Number issued: 194,000,000
Class/Type of equity issued: Shares
Summary of terms: Fully paid ordinary shares listed on AIM and ranking equally with all other shares on issue.
Names of persons who received securities or basis on which those persons were determined: Lanstead Capital LP
Price: £0.0023375
Discount to market price (if any): 7% discount to the AIM closing price at 21 February 2014 of £0.0025
For cash issues
Total cash consideration received: £418,312
Amount of cash consideration spent: £418,312
Use of Cash consideration: £62,747 has been used to augment the Company's existing cash resources and assist with continued assessment and exploration of its advanced tungsten and gold projects in Australia's Northern Territory.£355,565 was invested by the company in credit support for the equity swap and will be returned to the Company in instalments over 18 months.
Intended use for the remaining amount of cash (if any): The outstanding instalments from the credit support for the equity swap, together with the equity swap settlements, will be used to fund Thor's working capital requirements, focussing on the development of its advanced Molyhil tungsten project in Australia's Northern Territory.
For non-cash issues
Non-cash consideration paid: £35,163
Current value of that non-cash consideration: £24,988 based on the closing price of CDIs on ASX at 15 September 2014, converted to GBP at the exchange rate applicable on 15 September 2014.
Date of issue: 4 April 2014
Number issued: 142,898,396
Class/Type of equity issued: Shares
Summary of terms: Fully paid ordinary shares listed on AIM and ranking equally with all other shares on issue.
Names of persons who received securities or basis on which those persons were determined: Lanstead Capital LP
Price: £0.0023375
Discount to market price (if any): Nil discount to the AIM closing price at 4 April 2014 of £0.0019
For cash issues
Total cash consideration received: £331,688
Amount of cash consideration spent: £331,688
Use of Cash consideration: £49,753 has been used to augment the Company's existing cash resources and assist with continued assessment and exploration of its advanced tungsten and gold projects in Australia's Northern Territory.£281,935 was invested by the company in credit support for the equity swap and will be returned to the Company in instalments over 18 months.
Intended use for the remaining amount of cash (if any): The outstanding instalments from the credit support for the equity swap, together with the equity swap settlements, will be used to fund Thor's working capital requirements, focussing on the development of its advanced Molyhil tungsten project in Australia's Northern Territory.
For non-cash issues
Non-cash consideration paid: £2,388
Current value of that non-cash consideration: £1,661 based on the closing price of CDIs on ASX at 15 September 2014, converted to GBP at the exchange rate applicable on 15 September 2014.
Date of issue: 30 May 2014
Number issued: 25,000,000
Class/Type of equity issued: CDIs
Summary of terms: Fully paid ordinary shares (beneficially held as CDIs) and ranking equally with all other shares on issue.
Names of persons who received securities or basis on which those persons were determined: 12,500,000 each to Hush Hush Pty Ltd and i Smart Solutions Limited.
Price: A$0.004
Discount to market price (if any): Nil discount to the ASX closing price at 30 May 2014 of A$0.004.
For cash issues
Total cash consideration received: A$100,000
Amount of cash consideration spent: A$100,000
Use of Cash consideration: To fund Thor's working capital requirements, focussing on the development of its advanced Molyhil tungsten project in Australia's Northern Territory.
Intended use for the remaining amount of cash (if any): N/A
For non-cash issues
Non-cash consideration paid: N/A
Current value of that non-cash consideration: N/A
Date of issue: 12 June 2014
Number issued: 110,000
Class/Type of equity issued: Shares
Summary of terms: Fully paid ordinary shares listed on AIM and ranking equally with all other shares on issue.
Names of persons who received securities or basis on which those persons were determined: Shares issued to UK warrant holders upon exercise of warrants.
Price: £0.007
Discount to market price (if any): Nil discount to the AIM closing price at 12 June 2014 of £0.0018
For cash issues
Total cash consideration received: £770
Amount of cash consideration spent: £770
Use of Cash consideration: Working capital purposes.
Intended use for the remaining amount of cash (if any): N/A
For non-cash issues
Non-cash consideration paid: N/A
Current value of that non-cash consideration: N/A
Date of issue: 8 July 2014
Number issued: 245,800,472
Class/Type of equity issued: Shares
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