REG - Thor Mining PLC - Appendix 3B
Thursday, 23 May 2019
THOR MINING PLC
("Thor" or the "Company")
Appendix 3B
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.
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/
Richard Tonthat/ Ben Roberts
+44 (0) 207 383 5100
Grant Thornton UK LLP
Nominated Adviser
Nick Emerson
+44 (0) 1483 413 500
SI Capital Ltd
Joint Broker
David Hignell / Rob Rees
+44 (0)20 3470 0470
SP Angel Corporate Finance LLP
Joint Broker
Tim Blythe/ Camilla Horsfall
+44 (0) 207 138 3222
Blytheweigh
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, and on the Company'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 2018¹ 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 also holds 100% of the Pilot Mountain tungsten project in Nevada USA which has a JORC 2012 Indicated and Inferred Resources Estimate3 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.
Thor is also acquiring up to a 60% interest Australian copper development company Environmental Copper Recovery SA Pty Ltd, which in turn holds rights to earn up to a 75% interest in the mineral rights and claims over the resource4 on the portion of the historic Kapunda copper mine in South Australia recoverable by way of in situ recovery.
Thor has an interest in Hawkstone Mining Limited, an Australian ASX listed company with a 100% Interest in a Lithium project in Arizona, USA.
Finally, Thor also holds a production royalty entitlement from the Spring Hill Gold project5 of:
• A$6 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for up to A$1,500 per ounce; and
• A$14 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for amounts over A$1,500 per ounce.
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
4 Refer AIM announcement of 10 February 2016 and ASX announcement of 12 February 2018
5 Refer AIM announcement of 26 February 2016 and ASX announcement of 29 February 2017
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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 / CDIs
(b) Unlisted Options (termed warrants in the UK)
2
Number of +securities issued or to be issued (if known) or maximum number which may be issued
(a) Transfers of 15,258,373 to AIM listed shares on the AIM Market of the London Stock Exchange, from ASX listed CDI's, during the period 11 April 2019 to 23 May 2019.
(b) Grant of 26,500,000 Unlisted Options on 23 May 2019, as approved by shareholders on 23 May 2019.
The total number of securities, listed on both AIM and ASX, remains unchanged at 816,959,363 as at 23 May 2019.
3
Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
This represents:
(a) Transfers between AIM listed shares on the AIM Market of the London Stock Exchange, and ASX listed CDI's.
(b) Grant of Unlisted Options. The Options have an exercise price of £0.013 (1.3 pence) and an expiry date of 23 May 2022.
4
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
(a) Yes.
(b) Each Option entitles the holder to acquire one Ordinary Share in Thor. Once exercised the Shares will rank equally with existing Ordinary Shares.
5
Issue price or consideration
(a) N/A
(b) Nil. Unlisted options granted as part consideration for the acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd.
6
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
(a) N/A
(b) Granted as part consideration for the acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd
6a
Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i
Yes
6b
The date the security holder resolution under rule 7.1A was passed
28 November 2018
6c
Number of +securities issued without security holder approval under rule 7.1
N/A
6d
Number of +securities issued with security holder approval under rule 7.1A
N/A
6e
Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
(a) N/A
(b) Grant of 26,500,000 Unlisted Options was approved by shareholders on 23 May 2019.
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 issue date and both values. Include the source of the VWAP calculation.
N/A
6h
If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements.
N/A
6i
Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
Refer attached Annexure 1
7
Dates of entering +securities into uncertificated holdings or despatch of certificates
(a) Transfers 11 April 2019 to 23 May 2019.
(b) 23 May 2019.
Number
+Class
8
Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
146,784,307
Ordinary Shares quoted by
ASX ("THR" as CDIs) as at 23 May 2019.
9
Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)
670,175,056
2,000,000
20,000,000
39,444,444
500,000
10,000,000
15,000,000
1,500,000
10,000,000
5,000,000
15,000,000
47,058,823
26,500,000
Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 23 May 2019.
Unlisted Options:
1.8 pence unlisted warrants
expiring 27 June 2019.
1.25 pence unlisted warrants expiring 26 July 2019.
1.8 pence unlisted warrants
expiring 28 July 2019.
5.0 pence unlisted warrants
expiring 22 August 2019.
5.0 pence unlisted warrants expiring 29 January 2020.
1.8 pence unlisted warrants
expiring 31 March 2020.
1.8 pence unlisted warrants
expiring 27 June 2020.
1.5 pence unlisted options expiring 2 November 2020.
4.5 pence unlisted options expiring 29 December 2020.
3.5625 pence unlisted options expiring 7 June 2021.
1.3 pence unlisted options expiring 10 April 2022
1.3 pence unlisted options expiring 23 May 2022
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 securities
Example: 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 categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 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: 23 May 2019
(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 22 May 2018 648,573,546
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 period
Note:
• 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 securities on different dates as separate line items
Options exercised 2,904,762
(Issued 13/07/18)
Options exercised 1,428,571
(Issued 27/07/18)
Options exercised 451,643
(Issued 6/08/18)
Acquisition (Issued 5/10/18) 14,527,205
(ratified at AGM 28/11/18)
Options exercised 4,250,000
(Issued 2/11/18)
Options exercised 4,960,866
(Issued 9/11/18)
Options exercised 7,500,000
(Issued 5/12/18)
Options exercised 31,203,947
(Issued 10/12/18)
Placement 47,058,823
(issued 10/4/19, EGM 23/5/19)
Acquisition 53,000,000
(issued 10/4/19, EGM 23/5/19)
Subtract the number of fully paid ordinary securities cancelled during that 12 month period
0
"A"
815,859,363
Step 2: Calculate 15% of "A"
"B"
0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15
122,378,904
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 7.4
Note:
• 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
Issue for services provided 1,100,000
(Shares issued 23/11/18)
Issue for services provided 500,000
(Options granted 23/11/18)
"C"
1,600,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in Step 2
122,378,904
Subtract "C"
Note: number must be same as shown in Step 3
1,600,000
Total ["A" x 0.15] - "C"
120,778,904
[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
815,859,363
Step 2: Calculate 10% of "A"
"D"
0.10
Note: this value cannot be changed
Multiply "A" by 0.10
81,585,936
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 7.1A
Notes:
• This applies to equity securities - not just ordinary securities
• Include here - if applicable - the securities the subject of the 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
N/A
"E"
0
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown in Step 2
81,585,936
Subtract "E"
Note: number must be same as shown in Step 3
0
Total ["A" x 0.10] - "E"
81,585,936
Note: this is the remaining placement capacity under rule 7.1A
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDMSCGLGDUBUDBGCX
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