Last checked at 2 Aug 2011 07:00
THOR MINING PLC
ISSUE OF CONSIDERATION SHARES TO WESTERN DESERT
RESOURCES LIMITED
Dated: 2 August 2011
The Directors of Thor Mining PLC ("Thor" or the "Company") (AIM, ASX: THR) the exploration company focussed on gold and base metal projects and advancing tungsten-molybdenum projects in the Northern Territory of Australia, today released the following report on the Australian Securities Exchange ("ASX") as required under the listing rules of the ASX.
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Name of entity |
Thor Mining PLC |
ARBN |
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
| 40,000,000 CDI Ordinary Shares. |
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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) | Issued pursuant to Sale, Purchase & Option Agreement dated 28 February 2011 between Thor Mining PLC, TM Gold Pty Ltd and WDR Gold Pty Ltd and escrowed for a period of 12 months from the date of issue. |
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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, subject to the escrow conditions referred to in 3 above.
Further, the CDI shares will be quoted on ASX only after the completion of the escrow period. | ||||||||||
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5 | Issue price or consideration
| Refer to item 6 below. | ||||||||||
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6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| In part consideration of the sale by a wholly owned subsidiary of Western Desert Resources Ltd to Thor Mining PLC's wholly owned subsidiary, TM Gold Pty Ltd, of an initial interest of 25% in the Spring Hill Gold Project pursuant to Sale, Purchase & Option Agreement dated 28 February 2011, as approved by shareholders at a Special General Meeting held on 18 May 2011. | ||||||||||
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7 | Dates of entering +securities into uncertificated holdings or despatch of certificates
| 2 August 2011. | ||||||||||
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Number | +Class | |||||||||||
8 | Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)
| 241,972,845
27,922,800 | Ordinary Shares quoted by ASX (As CDI's) "THR"
(Note that the 40,000,000 CDI shares subject to this announcement will not be quoted on ASX prior to 2 August 2012.)
CDI Options exercisable at 2.625 cents per share by 25/03/2012 "THRO" | |||||||||
| Number | +Class |
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9 | Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
| 5,000,000
5,000,000
10,000,000
1,000,000
1,000,000 | 18 cents Unlisted Options expiring 15 September 2011 (Held by Directors).
5 cent Unlisted Options expiring 31 March 2012
4 cent Unlisted Options expiring 24 November 2013
5 cent Unlisted Options expiring 20 December 2013
3.5 cent Unlisted Options expiring 13 June 2014
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10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | No policy |
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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) | 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 - Not applicable
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: 2 August 2011.
(Company Secretary)
Allan Burchard,
== == == == ==
Enquiries:
Mick Billing | +61 (8) 7324 1935
| Thor Mining PLC | Executive Chairman |
Allan Burchard
| +61 (8) 7324 1935
| Thor Mining PLC | CFO/Company Secretary |
John Simpson
| +44(0)20 7776 6550
| Daniel Stewart & Co. Plc | Nominated Adviser |
Nick Emerson/ Andy Thacker
| +44(0) 1483 413500 | Simple Investments |
Broker |
Alex Walters
| +44 (0) 7771 713608 | 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.