REG - Thor Mining PLC - NOTICE OF ANNUAL GENERAL MEETING <Origin Href="QuoteRef">THRL.L</Origin>

Thor EnergyAnnouncement

23/10/2015 11:01

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RNS Number : 2497D
Thor Mining PLC
23 October 2015 
 
23 October 2015 
 
THOR MINING PLC 
 
NOTICE OF ANNUAL GENERAL MEETING 
 
Thor Mining PLC ("Thor" or "The Company") (AIM, ASX: THR), the Australian
tungsten and gold explorer and developer, has today posted a notice of the
annual general meeting to be held at 11am on 26 November 2015 at the offices
of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU. 
 
In addition to the usual resolutions which are considered at an annual general
meeting, resolutions 6 to 10 seek shareholder approval for the issue of the
Ordinary Shares to directors in lieu of cash remuneration. 
 
None of the directors of the Company have been paid any part of their approved
remuneration of A$40,000 per annum since the shares paid in lieu of cash
payments, as approved at the last Annual General Meeting in November 2014.  As
a means of conserving the Company's cash reserves, all the Directors have
again agreed to waive our right to cash remuneration for the period from 1st
October 2014 to 30th September 2015 (inclusive) in substitution for shares in
the Company, by way of ordinary shares of 0.01p each in the capital of the
Company ("Ordinary Shares") at a price of A$0.00835 (0.0835 cents) per
Ordinary Share. 
 
The Chief Executive Officer has also agreed waive his right to be paid cash
remuneration for approximately 41% of the value of fees owed to me from 1st
September 2014 to 30 September 2015 inclusive, in substitution for Ordinary
Shares (59% having been paid, or to be paid, in cash). 
 
Resolutions 5, 11 and 14 provide the directors with the appropriate
authorities, respectively, to issue shares and dis-apply pre-emption rights
for existing shareholders and it is the normal procedure for such authority to
be renewed at the annual general meeting. The figures inserted at resolutions
5, 11 and 14 take account of the number of shares which are proposed to be
issued: 
 
•   in lieu of cash remuneration as detailed at resolutions 6 to 10 which are
required under the ASX Rules; and 
 
•   the number of shares the Company may seek to issue throughout the year
until the next annual general meeting. 
 
Resolutions 5, 11 and 14 are a requirement under English company law. 
 
Under resolution 12 the Company is proposing to amend its articles of
association to reflect developments in market practice since the Articles were
first adopted in 2003. The principal amendment proposed is to allow the
Company to sell the Shares of a Shareholder who holds less than a marketable
parcel of Shares on the ASX, as permitted by ASX listing rules.  Less than a
marketable parcel of Shares is currently a parcel worth less than A$500.  This
right is included in the articles of association of many ASX listed companies
and provides a means by which the Company can more efficiently manage its
share register while ensuring those Shareholders who divest their less than
marketable parcel of Shares receive value for those Shares without the need to
arrange the sale themselves or pay brokerage or other costs.  A copy of the
new proposed article of association 11A is set out in Annexure A of the
Explanatory Notes to the Notice of Meeting. The proposed new articles of
association will also be available for inspection at the annual general
meeting at least 15 minutes prior to the start of the meeting and up until the
close of the meeting. 
 
Thor's directors believe that all of the resolutions, including resolutions 6
to 10 relating to the issue of Ordinary Shares to the directors of the Company
in lieu of cash remuneration, are in the best interests of the Company and
recommend that shareholders vote in favour of the resolutions at the annual
general meeting, as the directors intend to do in respect of their own
holdings of 253,580,394 Shares representing 6.2% per cent of the Company's
issued share capital (to the extent they are not excluded from voting). 
 
A copy of the Notice of General Meeting is available on the Company's website,
http://www.thormining.com/. 
 
Enquiries: 
 
 Mick Billing                                        +61 (8) 7324 1935                        Thor Mining PLC                     Executive Chairman    
 Ray Ridge                                           +61 (8) 7324 1935                        Thor Mining PLC                     CFO/CompanySecretary  
 Colin Aaronson/ Daniel Bush/ Richard Tonthat        +44 (0) 207 383 5100                     Grant Thornton UK LLP               Nominated Adviser     
 Gerry Beaney/David HignellJohn Howes/Mark Treharne  +44 (0) 207 382 1100                     Northland Capital Partners Limited  Broker                
 Alex Walters                                        +44 (0) 7771 713608+44 (0) 207 839 9260  Cadogan PR                          Financial PR          
 
 
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