ASX Listing, Placing & Acq.
Thor Mining PLC
21 September 2006
THOR MINING PLC
DUAL ASX LISTING, FUND RAISING AND ACQUISITION
Dated: 21 September 2006
The Director's of Thor Mining PLC ('Thor' or the 'Company'), the specialist
metals company currently focussed on projects in the Northern Territory of
Australia, is pleased to announce: the Initial Public Offering('IPO') in
Australia has closed raising AUD$10.0 million; the acquisition of Hale Energy
Limited ('Hale Energy') from Batavia Mining Limited ('Batavia'); the dual
listing of the New Shares and Warrants on the Australian Stock Exchange (the
'ASX'); and Admission of the New Shares and Warrants to AIM..
Terms used in this announcement have the same meaning as the defined terms in
the Circular issued on 9 August 2006.
Highlights
• Placing in Australia to raise AUD$10 million through the issue of
50,000,000 New Shares at AUD 20 cents completed successfully;
• The issue of 67,445,833 Warrants to: Existing Shareholders; Batavia, the
vendor of Hale Energy; the subscribers to the Offer; and Patersons
Securities Limited ('Patersons'), the lead manager and underwriter to the
Offer, at no extra cost;
• The acquisition of Hale Energy satisfied by the issue of 16,000,000 New
Shares and 8,500,000 Warrants;
• The consolidation of the share capital of the Company from £10,000,000
divided into 10,000,000,000 ordinary shares of 0.1p each into £10,000,000
divided into 3,333,333,333 ordinary shares of 0.3p each on the basis of 3
ordinary shares of 0.1p each for each new ordinary share of 0.3p each;
• The granting of Options to subscribe for up to 15,000,000 New Shares to
Directors and certain employees at a price of 8p per New Share;
• The quotation of the New Shares and Warrants on the ASX, traded by way of
CHESS depositary Interests ('CDI');
• Admission of 129,891,667 New Shares and 67,445,833 Warrants to trading on
AIM on Friday 22 September 2006; and
• Deep resource drilling at the Molyhil Tungsten - Molybdenum Project in the
Northern Territory ('Molyhil') has commenced with 8 holes planned to 300m.
Commenting on the above Thor's Chief Executive Officer, Mr John Young said: 'I
am extremely pleased with the investor response to the IPO and strong support in
the priority offer from the Batavia shareholders. With the fund raising behind
us, we can aggressively pursue the completion of the definitive feasibility
study at Molyhil and commence an aggressive uranium exploration program, which
we plan to begin in October 2006.'
Fund raising and quotation on the ASX
The Directors proposed that the Company offer up to 52,500,000 Offer Shares at
the Offer Price to raise up to AUD$10.5 million of which 2,500,000 Offer Shares
were to satisfy any over subscriptions, at the discretion of the Directors. The
Company closed the IPO following the successful placing of 50,000,000 New Shares
to raise AUD$ 10 million, before costs of the fund raising.
Every two Offer Shares will have one Offer Warrant attached at no extra cost.
The Company has applied for the New Shares and Warrants to be quoted on the ASX
and to be traded by way of CDIs which is expected to commence shortly.
Acquisition of Hale Energy
The Company agreed to acquire Hale Energy subject inter alia on the listing of
Thor's securities on the ASX. Hale Energy owns prospective uranium tenements and
tenement applications in the Northern Territory of Australia. Thor proposes to
aggressively and systematically explore and evaluate the uranium projects. The
acquisition of the Hale Energy uranium prospects should provide an opportunity
to deliver increased Shareholder value.
Mr Durack, a Director of the Company, is also a director of Hale Energy and
Batavia.
Under the terms and conditions of the Acquisition Agreement Thor has acquired
Hale Energy satisfied by the issue of 16,000,000 New Shares and 8,500,000
Warrants which at the Offer Price aggregates to an approximate consideration of
AUD$3.2 million.
An independent report by Continental Resource Management Pty Ltd in respect of
the tenements is included in he Prospectus.
Valuation
Continental Resource Management Pty Ltd have prepared a valuation report on Hale
Energy's mineral tenements and values these tenements as being within a range of
AUD$2.1 million and AUD$3.9 million with a preferred value of AUD$3.0 million.
Details of the proposed Share Consolidation
Under the ASX Listing Rules Thor must issue the Offer Shares at no less than
AUD$0.20. To achieve an issue price of AUD$0.20 a consolidation of the Company's
issued ordinary share capital in the order of one New Share for every three
Existing Shares has been approved by Shareholders.
Shareholders on the register of members of the Company at the close of business
on the Record Date (21 September 2006) will exchange 3 Existing Shares for 1 New
Share and so in proportion for any other number of Existing Shares then held.
The proportion of the issued ordinary share capital of the Company held by each
Shareholder following the Share Consolidation will, save for fractional
entitlements and subject to the exercise of share options, be unchanged.
Following the Share Consolidation, Existing Shareholders will receive one
Warrant for every two New Shares held.
Other than the change in nominal value, the New Shares arising on implementation
of the Share Consolidation will have the same rights as the Existing Shares,
including voting, dividend and other rights.
Any Shareholder not holding a number of Existing Shares which is exactly
divisible by 3 on the Record Date will not be entitled to receive part of the
proceeds of this sale in respect of his fractional entitlement.
Issue of Warrants
As part of the Proposals the Company will issue:
1. 31,945,833 Warrants to Existing Shareholders;
2. 8,500,000 Warrants to Batavia pursuant to the acquisition of Hale Energy;
3. 25,000,000 Warrants pursuant to the terms of the Offer; and
4. 2,000,000 Warrants pursuant to the terms of the underwriting agreement
to Patersons.
The terms of the Warrants, issued at no extra cost are identical. Each Warrant
will entitle the holder to subscribe for one New Share at a price of 8p per New
Share. The Warrants will expire on 15 June 2009. The Warrants will represent
31.1 per cent of the issued share capital of the Company on Admission on a fully
diluted basis.
Application has been made for the Warrants to be admitted to trading on AIM. The
Warrants will be traded separately from the New Shares following Admission.
The New Shares to be issued on the exercise of the Warrants will rank for all
dividends or other distributions declared, made or paid by reference to a record
date on or after the relevant exercise and will otherwise rank pari passu with
the New Shares in issue on the relevant exercise date.
Directors and employee share options
The Directors have been authorised to grant Options over the authorised share
capital of the Company in an amount not exceeding 15,000,000 New Shares.
The Company proposes to grant the Options to Directors and certain employees to
subscribe for New Shares. Such Options shall be exercisable at a price of 8p per
New Share.
The Directors propose to grant the following Options:
1. John W Barr be granted Options to subscribe for 6,000,000 New Shares;
2. John Young be granted Options to subscribe for 5,000,000 New Shares; and
3. Damian Delaney be granted Options to subscribe for 1,500,000 New Shares.
The balance of Options to subscribe for 2,500,000 New Shares are to be granted
to certain current and future employees and consultants at the discretion of the
Directors.
Mr Barr has previously been granted 4,000,000 options to subscribe for Shares
exercisable at 3.75p per Share. As a result of the proposed Share Consolidation,
this will become an Option to subscribe for 1,333,333 New Shares at 11.25p per
Share.
The Options expire on 15 June 2009.
Use of proceeds
The funds raised from the IPO, will be used to pursue an aggressive development
strategy focused on the completion of a definitive feasibility study (the 'DFS')
for Molyhil. Thor intends to bring Molyhil into production during 2007, in
parallel with a major exploration effort on its newly acquired uranium
portfolio.
Molyhil
Thor Mining also today announced the commencement of a program of deep resource
drilling at Molyhil. The program comprises 8 reverse circulation ('RC') holes to
be drilled to a planned depth of 300m. The drilling will test for depth
extensions of the Molyhil resource, which currently totals 2.38 million tonnes
at a combined Tungsten-Molybdenum uncut grade of 0.80%. Magnetic modelling
indicates that the Molyhil resource continues to a depth of at least 450m below
surface.
A number of geotechnical holes relating to tailings dam studies and
hydrogeological investigations will also be completed as part of the DFS, which
is due to be completed by mid-November 2006.
Uranium
Thor is also preparing for the commencement of uranium exploration at its five
uranium projects in the Northern Territory. The portfolio covers a total area of
3,000 sq km, with the Hale River and Plenty Highway projects covering some 1,200
sq km of tertiary basin sediments and palaeo-drainage channels prospective for
sandstone and roll-front style uranium deposits. The portfolio includes advanced
target areas with previous uranium exploration history located in close
proximity to existing discoveries.
Admission to AIM
Application for Admission has been made by the Company for the New Shares and
the Warrants issued as a result of the proposals to be admitted to trading on
AIM. It is expected that Admission will become effective and dealings will
commence at 8.00am on Friday 22 September 2006.
Enquiries:
John Young + 61 (0)419 954 020 Thor Mining PLC Chief Executive Officer
John Simpson 020 7512 0191 ARM Corporate Finance Limited Nominated Adviser
Abigail Singleton 020 7429 6606 Conduit PR Limited Public Relations/UK
or
07739 461 061
Nicolas Read + 61 (0) 8 9388 1474 Jan Hope & Partners Public Relations/
Australia
The Prospectus, the Circular and the Annual Report and Accounts are available on
Thor's website www.thormining.com, which includes a facility to register to
receive regular updates by email.
This information is provided by RNS
The company news service from the London Stock Exchange
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