Last checked at 30 Oct 2020 08:10
30 October 2020
THOR MINING PLC
NOTICE OF ANNUAL GENERAL MEETING,
PROPOSED ISSUE OF SHARES TO DIRECTORS
and
PROPOSED ISSUE OF SHARES
Thor Mining PLC ("Thor" or "the Company") (AIM, ASX: THR) has today posted the notice of the Annual General Meeting to be held at 7pm (Australian Central Standard Time) on 25 November 2020, at the offices Thor Mining, 58 Galway Avenue, Marleston, South Australia (the "Annual General Meeting").
In the light of the impact of Covid-19 and following the introduction by both the UK and Australian Governments, there are currently restrictions on the number of people who can attend meetings, the attendant social distance rules and allied matters.
The difficulties with air transport, the need for quarantine and allied matters means that the general meeting will be held in Australia with only two directors or senior employees present each of whom is either a shareholder, or a proxy, or a corporate representative appointed by a shareholder. No other shareholder, proxy or corporate representative should attend the general meeting in person. The attendance by a shareholder (other than the ones specifically required to form the quorum for that meeting) is not essential for work purposes.
The chairman of the general meeting will exercise his powers to exclude any person who attempts entry to the location of the general meeting. All resolutions of the general meeting will be decided on a poll. Shareholders will still be able to vote in advance of the general meeting by proxy. To ensure that their vote counts, shareholders should only appoint the chairman of the general meeting to act as their proxy.
Should changes with regard to the impact of Covid-19 be announced by either government before the general meeting, the directors will consider those changes and the impact on the proposed general meeting. Any proposed changes will be announced on the website.
The purpose of the Annual General Meeting is to consider, and if thought fit passing the resolutions contained in the notice of meeting. In addition to the usual resolutions which are considered at an Annual General Meeting, shareholders will be asked to consider the Resolutions 5 to 10.
Resolutions 5 and 6 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. Resolution 5 is a requirement under English company law where the Company wishes to allot new relevant securities; resolution 6 is a requirement under English company law where the Company wishes to do so for cash without first offering those securities on a pro rata basis to existing shareholders.
Resolution 7 seeks the approval from shareholders of a 10% placement facility. ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital in accordance with the terms set out in resolution 7 (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1. At this Meeting the Company is seeking shareholder approval by way of a special resolution to have the ability to issue additional equity securities under the 10% Placement Facility.
Proposed Issue of Remuneration Shares to Directors
Resolution 8 seeks shareholder approval for the purposes of ASX Listing Rule 10.11 in respect of the issue of a total of 2,647,059 Ordinary Shares being 661,765 Ordinary shares to each of the two Directors, Messrs Billing and McGeough, and 1,323,529 to Mr Potter (Remuneration Shares). The Remuneration Shares are proposed to be issued in lieu of cash payment for Directors' fees owing for the period 1 July 2020 to 31 December 2020, being 50% of Directors' fees for Messrs Billing and McGeough, and 100% for Mr Potter. This assists the Company to focus its cash resources on exploration activities. ASX Listing Rule 10.11 requires that Shareholder approval be obtained under ASX Listing Rule 10.11 on the basis that the Directors are related parties of the Company. The deemed issue price for the Remuneration Shares will be AUD0.017 (1.7 cents), being the closing price for ASX traded CDI's on 13 October 2020, being the last practicable date prior to preparation of the Notice of Meeting.
Subject to receiving shareholder approval at the Annual General Meeting and assuming there are no further changes to the shareholdings of the directors, the beneficial holdings of the directors and their connected parties will be as set out in the table below.
Director | Existing Shareholding | Remuneration Shares (Resolution 8) | Resultant Shareholding | ||
Number | % | Number | Number | % | |
Michael Billing | 51,494,725 | 3.45% | 661,765 | 52,156,490 | 3.49% |
Mark McGeough | 833,333 | 0.06% | 661,765 | 1,495,098 | 0.10% |
Mark Potter | 1,587,302 | 0.11% | 1,323,529 | 2,910,831 | 0.19% |
Resolution 9 concerns the adoption of an Employee Share Option Plan which allows eligible persons (employees and directors of Thor) to be offered the opportunity to receive options in order to assist in the attraction, retention and motivation of employees. The Directors consider that options are a cost effective and efficient means of incentivising employees. Exception 13 of ASX Listing Rule 7.2 provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if within 3 years before the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to Listing Rule 7.1. In order for future issues of securities made under the Employee Share Option Plan and within the three year period from the date of the passing of Resolution 9 to come within Exception 13 of ASX Listing Rule 7.2, the Company is seeking Shareholder approval for such issues of securities.
Ratification of Milestone Payments to American Vanadium Pty Ltd
Resolution 10 seeks shareholder approval to ratify under ASX Listing Rule 7.4, the planned issue of up to 18,000,000 Ordinary Shares which is expected to occur prior to the Annual General Meeting and will be issued within the Company's placement capacity under ASX Listing Rule 7.1. The planned issue of Ordinary Shares relates to the now completed acquisition of American Vanadium Pty Ltd (AVU), announced 1 June 2020. The acquisition agreement provides for the three further payments (to be paid as Ordinary Shares) subject to the achievement of milestones. This resolution relates to the first of these milestone payments which is contingent upon satisfactory sampling grades obtained within six months of execution of the share sale agreement. Shareholders had previously approved the issue of up to 18,000,000 for the first milestone at a general meeting held on 7 July 2020. However, the Ordinary Shares were not issued within the requisite 3 months following shareholder approval. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1. Resolution 9 seeks shareholder approval to ratify under ASX Listing Rule 7.4, the issue of 4,687,500 Ordinary Shares that were previously issued within the Company's placement capacity under ASX Listing Rule 7.1, on the 5 July 2019. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.
A copy of the Notice of Annual General Meeting is also available on the Company's website, http://www.thormining.com/
Enquiries:
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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 deposit².
Thor is also acquiring up to a 30% interest Australian copper development company EnviroCopper Limited, which in turn holds rights to earn up to a 75% interest in the mineral rights and claims over the resource on the portion of the historic Kapunda copper mine in South Australia recoverable by way of in situ recovery⁴, and also holds rights to earn a 75% interest in portion of the Moonta Copper project also in South Australia, and is considered amenable to recovery by way of in situ recovery⁵.
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.
At the 100% owned Ragged Range in the Pilbara region of Western Australia, Thor has exciting early stage results for which gold and nickel drilling is planned.
Thor holds mineral claims in the US states of Colorado and Utah with historical high-grade uranium and vanadium drilling and production results.
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 2018 and ASX announcement of 12 February 2018
⁵ Refer ASX and AIM announcement of 15 August 2019