Last checked at 28 Jul 2017 10:20
Friday, 28 July 2017
THOR MINING PLC
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.
The announcement relates to the following securities, as approved by shareholders at the general meeting of the Company held on 27 July 2017:
· the completion of the placing, announced on 20 June 2017, of a total 51,111,111 ordinary shares of 0.01p each ("Ordinary Shares") at a price of 0.9p each (the "Placing and Subscription"), together with one free attaching warrant for every Ordinary Share subscribed for, each valid for a period of 24 months and with an exercise price of 1.8p per warrant. Two Directors, Mick Billing and Paul Johnson, participated in the Placing and Subscription; and
· the grant of 3,000,000 warrants over Ordinary Shares to each of the five Directors of the Company or their nominees, with an exercise price of 1.8 pence each and an expiry date of 31 March 2020.
The Company will make a separate notification concerning the security holdings of Directors following the issue of the Ordinary Shares and warrants.
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/ Daniel Bush/ Richard Tonthat | +44 (0) 207 383 5100
| Grant Thornton UK LLP
| Nominated Adviser |
Elliot Hance | +44 (0) 207 382 8300 | Beaufort Securities Limited | Joint Broker |
Nick Emerson | +44 (0) 148 341 3500 | SI Capital Ltd | 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.
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
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(a) Ordinary shares / CDIs (b) Ordinary shares / CDIs (c) Unlisted Options (d) Unlisted Options
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2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued
| (a) Transfers of 271,146 to AIM listed shares on the AIM Market of the London Stock Exchange, from ASX listed CDI's, during the period 27 June 2017 to 27 July 2017. (b) Issue of 51,111,111 Ordinary Shares to sophisticated investors in the UK on 28 July 2017. (c) Grant of 51,111,111 Unlisted Options (termed warrants in the UK) on 28 July 2017, to the participants in the placement under item (b) above (or their nominees), on the basis of one free option for each share subscribed for. (d) Grant of 15,000,000 Unlisted Options (termed warrants in the UK) on 28 July 2017, to the Company's Directors. Refer ASX Announcement 31 March 2017.
The total number of securities, listed on both AIM and ASX, is now 424,124,319 as at 28 July 2017. | |
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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: (a) Transfers between AIM listed shares on the AIM Market of the London Stock Exchange, and ASX listed CDI's. (b) Issue of 51,111,111 Ordinary Shares to sophisticated investors in the UK on 28 July 2017, at a price of £0.009 per share. (c) Grant of 51,111,111 Unlisted Options. The Options have an exercise price of £0.018 (1.8 pence) and an expiry date of 28 July 2019, subject to an Acceleration Clause which applies once the volume weighted average price of the Company's Ordinary Shares traded on AIM over a five day period exceeds 5 pence. (d) Grant of 15,000,000 Unlisted Options. The Options have an exercise price of £0.018 (1.8 pence) and an expiry date of 31 March 2020.
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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 | (a) Yes. (b) Yes. (c) Each Option entitles the holder to acquire one Ordinary Share in Thor. Once exercised the Shares will rank equally with existing Ordinary Shares. (d) Each Option entitles the holder to acquire one Ordinary Share in Thor. Once exercised the Shares will rank equally with existing Ordinary Shares.
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5 | Issue price or consideration
| (a) N/A (b) £0.009 per share, or total consideration of £460,000. (c) Nil. (d) Nil.
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6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| (a) N/A (b) Placing for cash. The funds raised will enable the Company to accelerate and extend planned drilling at its Pilot Mountain tungsten project, along with financing initial exploration work on the Big Sandy lithium project in Arizona USA, in which the Company has a 25% interest and the option to acquire the residual 75% ownership, as announced to the ASX on 15 June 2017. The funds will also provide the Company with additional working capital. (c) Grant of Unlisted Options (termed warrants in the UK), to the participants in the placement under item (b) above (or their nominees), on the basis of one free option for each share subscribed for. (d) The grant of Unlisted Options to Directors is intended to act as an incentive for the Directors to align themselves with the Company's strategic plan, with the intent of enhancing Shareholder returns.
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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 | Yes | |
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6b | The date the security holder resolution under rule 7.1A was passed | 24 November 2016 | |
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6c | Number of +securities issued without security holder approval under rule 7.1 | N/A | |
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6d | Number of +securities issued with security holder approval under rule 7.1A | N/A | |
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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)
| (a) N/A (b) 51,111,111 Ordinary Shares approved by shareholders at a General Meeting held in the UK on 27 July 2017. (c) 51,111,111 Unlisted Options approved by shareholders at a General Meeting held in the UK on 27 July 2017. (d) 15,000,000 Unlisted Options approved by shareholders at a General Meeting held in the UK on 27 July 2017.
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6f | Number of securities issued under an exception in rule 7.2 | N/A | |
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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. | N/A | |
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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. | N/A | |
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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 | Refer attached Annexure 1 | |
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7 | Dates of entering +securities into uncertificated holdings or despatch of certificates | (a) Transfers 27 June 2017 to 27 July 2017 (b) 28 July 2017 (c) 28 July 2017 (d) 28 July 2017
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Number | +Class | |||
8 | Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) | 122,664,124
| Ordinary Shares quoted by ASX ("THR" as CDIs) as at 28 July 2017. | |
9 | Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)
| 301,460,195
20,445,132
48,000,000
16,000,000
40,000,000
13,840,000
2,000,000
20,000,000
10,000,000
1,500,000 51,111,111
15,000,000 | Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 28 July 2017.
Unlisted Options: 0.9 pence unlisted warrants expiring 27 July 2018. 1.25 pence unlisted warrants expiring 1 December 2018. 1.25 pence unlisted warrants expiring 5 March 2019. 1.25 pence unlisted warrants expiring 7 April 2019. 1.25 pence unlisted warrants expiring 11 April 2019. 1.8 pence unlisted warrants expiring 27 June 2019. 1.25 pence unlisted warrants expiring 26 July 2019. 1.25 pence unlisted warrants expiring 2 September 2019. 1.8 pence unlisted warrants expiring 27 June 2020. 1.8 pence unlisted warrants expiring 28 July 2019. 1.8 pence unlisted warrants expiring 31 March 2020.
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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 - 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)
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(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 | |
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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
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39 | Class of +securities for which quotation is sought
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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 |
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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)
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Number | +Class | ||
42 | Number and +class of all +securities quoted on ASX (including the securities in clause 38)
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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: 28 July 2017
(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 27 July 2016 229,455,501 (5,736,387,525 pre-consolidation) |
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 |
Placement (5/9/16) 16,000,000 (approved 6 October 2016) (pre consolidation 400,000,000)
Placement (7/10/16) 40,000,000 (approved 6 October 2016) (pre consolidation 1,000,000,000)
Placement (11/10/16) 13,840,000 (approved 6 October 2016) (pre consolidation 346,000,000)
Remuneration (25/11/2016) 17,862,839 (approved 24 November 2016) (pre consolidation 446,570,973)
Placement (27/1/17) 50,000,000 (approved 27 July 2017)
Issue - options exercised 1,780,026 (Issued 17/3/17)
Issue - options exercised 3,312,477 (Issued 20/3/17)
Issue - options exercised 762,365 (Issued 10/4/17)
Placement (28/7/17) 51,111,111 (approved 27 July 2017)
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Subtract the number of fully paid ordinary securities cancelled during that 12 month period | 0
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"A" | 424,124,319 |
Step 2: Calculate 15% of "A" | |
"B" | 0.15 [Note: this value cannot be changed] |
Multiply "A" by 0.15 | 63,618,647 |
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 |
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"C" | nil |
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 |
63,618,647 |
Subtract "C" Note: number must be same as shown in Step 3 |
nil |
Total ["A" x 0.15] - "C" | 63,618,647 [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 |
424,124,319 |
Step 2: Calculate 10% of "A" | |
"D" | 0.10 Note: this value cannot be changed |
Multiply "A" by 0.10 | 42,412,431 |
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 | |
"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 |
42,412,431 |
Subtract "E" Note: number must be same as shown in Step 3 |
0 |
Total ["A" x 0.10] - "E" |
42,412,431 Note: this is the remaining placement capacity under rule 7.1A |