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9 Aug 2012 07:00
Thursday 9 August 2012
THOR MINING PLC
Thor Mining PLC ("Thor" or the "Company")
Appendix 3B
The Directors of Thor Mining PLC (AIM, ASX: THR) the exploration company focussed on gold and base metal projects and advancing tungsten-molybdenum projects in Australia today released the following announcement on the Australian Stock Exchange ("ASX") as required under the listing rules of the ASX.
6 August 2012
Company Announcements Office,
ASX Securities Limited,
20 Bridge Street,
Sydney, N.S.W. 2000
Clarifying Announcement
Attached to Appendix 3B
40,000,000 shares, quoted as CDI's were issued, as escrowed shares, to Western Desert Resources Limited on 2 August 2011 as part consideration for the sale to Thor Mining Plc of an initial 25% interest in the Spring Hill gold project, located south of Darwin.
Those shares have been released from escrow restriction with effect from 3 August 2012.
For further detail contact:
THOR MINING PLC
Allan Burchard
CFO/ Company Secretary
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
| Chess Depository Interests (CDIs) issued over ordinary shares. | ||||||||||
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| 2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued
| Transfer of 23,141,830 Ordinary Shares from London Stock Exchange (AIM) to CDIs listed on ASX during the period from 1 March to 31 March 2012. (Note that this is a correction to, and an addition to, the number of transfers previously disclosed for the period from 1 January 2012 to 31 May 2012)
Transfer of 7,341,610 Ordinary Shares, from London Stock Exchange (AIM) to CDIs listed on ASX during the period from 1 June to 31 July 2012.
Release of 40,000,000 shares from restriction as of 3 August 2012.
Thereby increasing the number of ASX listed CDIs to 391,307,315 as at 3 August 2012
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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: ·; The transfer of 30,483,440 Ordinary Shares issued in England (AIM) to CDIs listed on ASX, during the months of March, June and July 2012. ·; The release of 40,000,000 ordinary shares, listed as CDIs, at the end of a restriction period.
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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 | Yes | |||||||||||
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5 | Issue price or consideration
| Transfer - Not Applicable Release - Not Applicable
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6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| Transfer of securities from Ordinary shares listed on the London Stock Exchange (AIM) to ASX listed CDIs. Release of securities from restriction.
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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 |
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6b | The date the security holder resolution under rule 7.1A was passed |
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6c | Number of +securities issued without security holder approval under rule 7.1 |
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6d | Number of +securities issued with security holder approval under rule 7.1A |
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6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
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6f | Number of securities issued under an exception in rule 7.2 |
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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. |
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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 |
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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 |
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| 7 | Dates of entering +securities into uncertificated holdings or despatch of certificates
| Transfer - 1 to 31 March 2012, and 1 June 2012 to 31 July 2012. Release - 3 August 2012
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| Number | +Class |
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| 8 | Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
| 391,307,315
| Ordinary Shares quoted by ASX (As CDIs) "THR" (as at 3 August 2012). |
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| Number | +Class | |
9 | Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)
| 414,575,752
8,000,000
1,000,000
1,000,000 | Ordinary Shares listed on London Stock Exchange AIM market.
4 cent Unlisted Options expiring 24 November 2013 (Held by Directors)
5 cent Unlisted Options expiring 20 December 2013 (held by Associates)
3.5 cent Unlisted Options expiring 13 June 2014 (held by Associates)
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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
11 | Is security holder approval required?
| Not Applicable |
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12 | Is the issue renounceable or non-renounceable? |
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13 | Ratio in which the +securities will be offered |
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14 | +Class of +securities to which the offer relates |
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15 | +Record date to determine entitlements |
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16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
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17 | Policy for deciding entitlements in relation to fractions
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18 | Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. |
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19 | Closing date for receipt of acceptances or renunciations |
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20 | Names of any underwriters
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| 21 | Amount of any underwriting fee or commission |
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| 22 | Names of any brokers to the issue
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| 23 | Fee or commission payable to the broker to the issue |
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| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders |
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| 25 | If the issue is contingent on +security holders' approval, the date of the meeting |
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| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
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| 27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders |
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| 28 | Date rights trading will begin (if applicable) |
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| 29 | Date rights trading will end (if applicable)
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| 30 | How do +security holders sell their entitlements in full through a broker? |
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| 31 | How do +security holders sell part of their entitlements through a broker and accept for the balance? |
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32 | How do +security holders dispose of their entitlements (except by sale through a broker)? |
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33 | +Despatch date
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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)
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(a) | ü | Securities described in Part 1 |
(b) | ü | 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 | |
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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 | |
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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
| 40,000,000 |
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39 | Class of +securities for which quotation is sought
| Ordinary shares quoted as CDIs |
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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 | Yes |
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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)
| End of restriction period |
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Number | +Class | |||
42 | Number and +class of all +securities quoted on ASX (including the securities in clause 38)
| 391,307,315 | Ordinary | |
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: 8 August 2012
(Company secretary)
Print name: Allan Burchard
== == == == ==
Enquiries:
Mick Billing | +61 (0) 8 7324 1935 | Thor Mining PLC | Executive Chairman |
Allan Burchard | +61 (0) 8 7324 1935 | Thor Mining PLC | CFO/Company Secretary |
Gerry Beaney / David Hignell | +44 (0) 20 7383 5100 | Grant Thornton Corporate Finance | Nominated Adviser |
Nick Emerson/ Renato Rufus | +44 (0) 1483 413500 | Simple Investments | Broker |
Alex Walters/ Emma Wigan | +44 (0) 77 7171 3608 +44 (0) 20 7839 9260 | Cadogan PR | Financial PR |
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