TIDMTHR
RNS Number : 4931Q
Thor Mining PLC
19 June 2020
19 June 2020
THOR MINING PLC
PROPOSED ISSUE OF SHARES AND OPTIONS TO DIRECTORS
and
NOTICE OF GENERAL MEETING
Thor Mining PLC ("Thor" or "the Company") (AIM, ASX: THR) has
today posted the notice of the General Meeting to be held at the
office of Thor Mining, 58 Galway Avenue, Marleston, South Australia
on 7 July 2020 at 5.00 p.m. (Australian Central Standard Time) (the
"General Meeting").
The purpose of the General Meeting is to ratify the recently
announced share issues in respect of the placing for A$970,000 and
the potential acquisition of American Vanadium Pty Ltd (AVU). The
General Meeting will also propose the issue shares to certain
directors in lieu of cash payment for director's fees for the
period from 1 January to 30 June 2020 (Remuneration Shares) and of
incentive options to the directors. Further details on each of the
resolutions, including the issue of Remuneration Shares and the
options, are set out below.
In the light of the impact of Covid-19 and following the
introduction by both the UK and Australian Governments of
restrictions on the number of people who can attend meetings, the
attendant social distance rules and allied matters, 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. 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 General Meeting is to consider, and if
thought fit passing the resolutions contained in the notice of
meeting.
Resolutions 1 and 2 provide the directors with the appropriate
authorities, respectively, to issue shares and dis-apply
pre-emption rights for existing shareholders. Resolution 1 is a
requirement under English company law where the Company wishes to
allot new securities; resolution 2 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.
Resolutions 3 to 8 inclusive relate to a A$970,000 capital
raise, announced on 1 June 2020. Each resolution is detailed
further below:
-- Resolution 3 seeks shareholder approval to ratify, under ASX
Listing Rule 7.4, the issue of 140,000,000 ordinary shares
(Placement Shares) that were previously issued within the Company's
placement capacity under ASX Listing Rule 7.1, on 5 June 2020. 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 4 seeks shareholder approval, for the purposes of
ASX Listing Rule 7.1, to the issue of up to 70,000,000 Options
(termed Warrants in the UK) for nil consideration on the basis of
one Option for every two Placement Shares issued on 5 June 2020
(Placement Options).
-- Resolution 5 seeks shareholder approval, for the purposes of
ASX Listing Rule 7.1, to the issue and allotment of 50,000,000
Ordinary Shares and 25,000,000 Options to existing Shareholder
Metal Tiger PLC (Metal Tiger Securities). The Ordinary Shares are
proposed to be issued on the same terms as the Placement Shares
(Resolution 3) and the Options are proposed to be issued on the
same terms as the Placement Options (Resolution 4).
-- Resolutions 6 and 7 seeks shareholder approval, for the
purposes of ASX Listing Rule 10.11, for the issue of 2,000,000
Ordinary Shares and 1,000,000 Options to each of Messrs Billing and
Bradey. The proposed issue of these securities are on the same
terms as the Metal Tiger Placement Securities (the subject matter
of Resolution 5). However, ASX Listing Rules requires separate
shareholder approval for the issue of these securities, as Messrs
Billing and Bradey are both Directors and, therefore are Related
Parties of the Company.
-- Resolution 8 seeks shareholder approval, for the purposes of
ASX Listing Rule 7.1, to the issue and allotment of up to
35,000,000 Options to PAC Partners Securities Pty Ltd, as part
consideration for services provided as lead manager to the capital
raising announced 1 June 2020.
-- The terms of the Options referred to in each of Resolutions 4
to 8 inclusive, all have an exercise price of A$0.01 (1 cent) and
an expiry date three years from the date of issue. To the extent
that shareholders approve the granting of these Options, the
Company will seek ASX approval to have the Options quoted on the
ASX. If ASX approval is not granted, the Options will be
unlisted.
Resolutions 9 to 11 inclusive relate to the potential
acquisition of American Vanadium Pty Ltd (AVU), announced 1 June
2020. Each resolution is detailed further below:
-- Resolution 9 seeks shareholder approval to ratify, for the
purposes of ASX Listing Rule 7.4, the issue of 8,350,000 Ordinary
Shares on 5 June 2020 utilising the authorities previously
conferred by Shareholders and available capacity under ASX Listing
Rules 7.1. The Ordinary Shares were issued to shareholders of AVU
for the exclusivity to undertake due diligence in preparation for
the 100% acquisition of AVU. 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 10 seeks shareholder approval, for the purposes of
ASX Listing Rule 7.1, to the issue and allotment of up to
24,000,000 Ordinary Shares to Shareholders of AVU as consideration
for the completion of the acquisition of AVU, subject to
satisfactory completion of due diligence (Acquisition Shares).
-- Resolution 11 seeks shareholder approval, for the purposes of
ASX Listing Rule 7.1, to the issue and allotment of up to
18,000,000 Ordinary Shares to the shareholders of AVU, as the first
of three milestone payments (Milestone Shares). The issue of the
Milestone Shares is contingent upon satisfactory sampling grades
obtained within six months of execution of the share sale
agreement.
Resolution 12 seeks shareholder approval, under ASX Listing Rule
10.11, in respect of the issue of a total of 3,174,604 Ordinary
Shares, being 1,587,302 Ordinary Shares to each of two Directors,
Messrs Billing and Potter (Remuneration Shares). The Remuneration
Shares are proposed to be issued in lieu of cash payment for 50% of
directors' fees owing for the period 1 January 2020 to 30 June
2020, being A$10,000 each. The shares are being issued at A$0.0063
(being the VWAP of GBP0.0035 for AIM traded Ordinary Shares from 1
May 2020 through to the date the proposed issue of the Remuneration
Shares were approved by the Thor Board on 5 June 2020, converted to
AUD at the exchange rate of 0.5540 on 5 June 2020). 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.
Resolution 13 seeks approval, for the purposes of ASX Listing
Rule 10.11, to the grant of a total of 24,000,000 unlisted Options
to the Company's Directors Messrs Billing, Bradey and Potter, being
8,000,000 unlisted Options each. The Options have an exercise price
of A$0.0095 per share and are exercisable for a period of 3 years
from the date of grant. Further details on the terms set out in the
Notes to the Notice of the General Meeting (Director Options). The
Director Options, if approved, will not form part of the Directors'
respective remuneration packages but will be in addition to their
remuneration as Directors. The grant of the Director Options is
intended to act as an incentive for the Directors to align
themselves with the Company's strategic plan and focus on
optimising performance, with the intent of enhancing Shareholder
returns.
Subject to receiving shareholder approval at the General Meeting
and assuming there are no further changes to the shareholdings and
warrant holdings of the directors, the beneficial holdings of the
directors and their connected parties will be:
Director Existing Shares Participation Shares Resultant Shares Existing Participation Director Resultant
held in the in lieu held Options in the Options Options
placement of cash held placement (Resolution held
(Resolutions Directors (Resolutions 13)
6 & 7) fees 6 & 7)
(Resolution
12)
----------------- -----------------
No. % No. %(1)
---------- ----- ----------- ----- --------- ----------- ----------
Michael
Billing 45,407,423 3.71% 2,000,000 1,587,302 48,994,725 3.70% 4,500,000 1,000,000 8,000,000 13,500,000
---------- ----- ------------- ----------- ---------- ----- --------- ------------- ----------- ----------
Richard
Bradey** 31,792 0.00% 2,000,000 - 2,031,792 0.15% 9,500,000 1,000,000 8,000,000 18,500,000
---------- ----- ------------- ----------- ---------- ----- --------- ------------- ----------- ----------
Mark
Potter - 0.00% - 1,587,302 1,587,302 0.12% - - 8,000,000 8,000,000
---------- ----- ------------- ----------- ---------- ----- --------- ------------- ----------- ----------
(1) The resultant % of the directors' holding as a proportion of
total issued capital, assuming all resolutions associated with the
Remuneration Shares, Placing, Conditional Placing, Additional
Placing and the acquisition are approved by shareholders and
proceed to completion.
A copy of the Notice of the General Meeting is also available on
the Company's website, http://www.thormining.com/
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/ +44 (0) 207 383 Grant Thornton UK Nominated Adviser
Richard Tonthat/ 5100 LLP
Niall McDonald
Nick Emerson +44 (0) 1483 413 SI Capital Ltd Joint Broker
500
Claire Louise +44 (0) 203 764 Hybridan LLP Joint Broker
Noyce / 2341
John Beresford-Peirse
Updates on the C o m pan y 's activities are regular ly p o sted
on Thor's we bsite w w w.th o r m i n i ng .c o m , which includes
a facility to regi ster to receive these updates by email, and on
the Co m pan y's twitter page @ThorMining.
Ab o u t T hor M i n i ng PLC
Thor Mining P LC (AI M, A S X: THR) is a r esources comp any
quoted on the AIM M a rket of the London Stock Exchange and on ASX
in Austr alia.
Thor holds 1 0 0% of the ad v anced Molyhil t ungsten p r oject
in t he No rthe rn T e rr ito ry of Aust r alia, for w hich an
updated feasibility study in August 2018(1) suggest ed attr a ctive
retur ns.
Adjacent Molyhil, at Bonya, Thor holds a 40% interest in
deposits of tungsten, copper, and vanadium, including Inferred
Resource estimates for the White Violet and Samarkand tungsten
deposits and the Bonya copper deposit (2).
Thor a lso holds 1 0 0% of t he Pilot Mountain tungst en p
roject in Nevada U SA which has a JORC 20 12 Indicated and Inferred
Res o u rces Estimate (3) on 2 of the 4 k nown 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 holds a 25% in ter est Aust r alian copper d evelopment
company EnviroCopper Limited (with rights to increase its interest
to 30%). EnviroCopper Limited holds:
-- r ights to earn up to a 7 5% interest in the mineral rights
and claims over the resource on the p o r tion of the historic
Kapunda copper mi ne in South Aust r alia recover able by way of in
situ recove ry; and
-- rights to earn up to 75% of the Moonta copper project, also
in South Australia comprising the northern portion of exploration
licence EL5984 and includes a resource estimate for several
deposits.
Thor also holds a production royalty entitleme nt from t he S p
ring Hill Gold project of :
-- A$5.70 p er ounce of gold p rod uced from the S p ring Hill
te neme nts whe re the gold produced is sold for up to A$ 1,5 00
per ounce; and
-- A$13.30 p er ounce of gold p roduced from the S p ring Hill
tenements where the gold p roduced is sold for amounts over A $1 ,
5 00 per ounce.
N ot e s
(1) Refer ASX and AIM an n o u ncement of 23 August 2 0 18
(2) Refer ASX and AIM an n o u ncements of 26 November 2 0 18 and 29 January 2020
(3) Refer AIM ann o un cement of 13 December 2018 and ASX ann o
unce ment of 14 December 2018
Refer AIM a nn o un c e m e nt of 10 F e b r u ary 2 0 18 a nd
ASX ann o uncement of 12 February 2 0 18
Refer ASX and AIM an n o u ncement of 15 August 2 0 19
Refer AIM a nn o un c e m e nt of 26 F e b r u ary 2 0 16 a nd
ASX ann o uncement of 29 February 2 0 16
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END
NOGDKLBFBQLZBBX
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June 19, 2020 03:45 ET (07:45 GMT)
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