Placing & Open Offer - Update

RNS Number : 3205O

Thor Mining PLC

28 June 2010

 

THOR MINING PLC

Update - Proposed Placing and Open Offer

Dated: 28 June 2010

The Directors of Thor Mining PLC ("Thor" or the "Company") (AIM, ASX: THR) the specialist metals company focused on gold and base metals projects and advancing tungsten-molybdenum projects in the Northern Territory of Australia, today released the Circular to Shareholders dated 28 June 2010 and the following report on the Australian Stock Exchange ("ASX"), as required under the rules of the ASX in relation to a proposed Placing and Open Offer.

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 1/7/96.  Origin: Appendix 5.  Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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 Depositary Interests corresponding to Ordinary fully paid Shares (CDIs) Options over CDIs exercisable for one CDI each at a price of AUD 2.625 cents and expiring 25 March 2012 (CDI Option).
2			Number  of +securities issued or to be issued (if known) or maximum number which may be issued			Up to a maximum of 400,000,000 CDIs with up to a maximum of 200,000,000 free attaching CDI Options.
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)			(a) Up to a maximum of 200,000,000 CDIs (corresponding to ordinary fully paid shares) pursuant to a Placing Offer to sophisticated investors at AUD 1.225 cents per CDI, with one free attaching CDI option for every two Placing Shares subscribed for (each exercisable for one CDI at a price of AUD 2.625 cents by 25 March, 2012. Up to a maximum of 200,000,000 CDIs (corresponding to ordinary fully paid shares) pursuant to an Open Offer to existing Shareholders and CDI holders at AUD 1.225 cents per CDI, with one free attaching CDI Option for every two Offer Shares subscribed for (each exercisable for one CDI at a price of AUD 2.625 cents by 25 March, 2012)..
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				The CDIs rank equally with all other CDIs on issue. There are currently no options on issue in the same class as the CDI Options, but the CDIs issued upon exercise of the options will rank equally with existing CDI's on issue.
5	Issue price or consideration				1.225 cents (AUD) per CDI Nil issue price for the CDI options.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)				To fund exploration and evaluation of the Dundas Gold project continued evaluation of the Molyhil tungsten and molybdenum project, ongoing exploration of the Harts Range base metals project, evaluation of new exploration opportunities and for the general working capital requirements and company overheads of Thor Mining PLC.
7				Dates of entering +securities into uncertificated holdings or despatch of certificates	22 July 2010 (this date is indicative and may be subject to change)
					Number			+Class
8				Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	138,819,046 104,404,717 400,000,000 200,000,000 538,819,046 643,223,763		CDIs currently quoted by ASX Ordinary Shares currently quoted by AIM through LSE CDIs corresponding to ordinary shares (being the maximum number that may be issued under the Placing and the Offer) CDI Options, each exercisable for one CDI at AUD 2.625 cents by 31 March 2012 (being the maximum number that may be issued under the Placing and the Offer. Maximum total number of CDIs to be quoted on ASX post Placing and Offer Maximum Total of Ordinary shares and CDIs that may be issued by the Company (ASX/AIM)

		Number	+Class
9	Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	455,000 5,000,000 5,000,000	6 pence Unlisted Options expiring 29 June 2010 18 cents Unlisted Options expiring 15 September 2011 (Held by Directors). AUD 5 cent Unlisted Options expiring 31 March, 2012
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)
(a)	þ	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: 28 June 2010

(Company Secretary)

Print name:        Laurie Ackroyd

Circular to Shareholders dated 28 June 2010

A copy of the Circular can be accessed from the Company website, or via the attached link:

http://www.rns-pdf.londonstockexchange.com/rns/3205O_-2010-6-28.pdf

Enquiries:

Mick Billing	[phone]	Thor Mining PLC	Executive Chairman
Laurie Ackroyd	[phone]	Thor Mining PLC	CFO/Company Secretary
John Simpson	+ 44 (0)20 7776 6550	Daniel Stewart & Co. plc	Nominated Adviser

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.

 

END

 

 

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