Circular for the Acquisition of Spring Hill
THOR MINING PLC
Circular for the Acquisition of the Spring Hill Project
Dated: 28 April 2011
The Directors of Thor Mining PLC ("Thor" or the "Company") (AIM, ASX: THR, THRO), the exploration company focussed on gold and base metal projects and advancing tungsten-molybdenum projects in the Northern Territory of Australia today released a Circular to Shareholders. The Circular sets out the terms and conditions for the staged acquisition from a wholly owned subsidiary of Western Desert Resources Limited of up to an 80% interest in the 274,000oz Spring Hill Gold Project in the Northern Territory and has attached to it a Notice of a General Meeting of Shareholders to be held at 9am BST on Wednesday, 18 May 2011, at which Shareholder approval to, among other things, the transaction is being sought.
The Chairman of Thor, Mr Mick Billing, commented - "This acquisition is a significant step forward for Thor and its shareholders. In addition to the potential for near/medium term production from the Company's Molyhil tungsten and molybdenum project, we now have the opportunity for gold production at Spring Hill from a resource which the directors believe has significant growth upside"
For further details on the acquisition of Spring Hill a copy of the Circular can be accessed from the Company website, or via the attached link:
http://www.rns-pdf.londonstockexchange.com/rns/5513F_1-2011-4-27.pdf
Background to and reasons for the Acquisition
Since the acquisition by the Company of a 60% interest in the Dundas Gold Project in 2010, the Directors have actively pursued opportunities to acquire additional gold projects, with a focus on more mature prospects with potential for exploration upside. The objective has been to add balance to the portfolio while increasing the potential for exploration success. This has culminated with the proposal to acquire the Spring Hill Project.
Information on the Spring Hill Project and the Company's proposed exploration and evaluation program for the Spring Hill Project for the 2011 dry season (March to November) is set out in the Circular.
Related Party
Mr Michael Ashton and Mr Norman Gardner, Non-executive Directors of the Company, are both directors of the Vendor and the Vendor's parent company, Western Desert Resources Limited. Under the AIM Rules Michael Ashton and Norman Gardner are considered related parties (being any person who is a director of an AIM company or a Substantial Shareholder) as they are both directors of Thor and WDR, the Vendor. Consequently the transaction will require the Company's Nominated Adviser to provide an opinion that the terms of the Spring Hill Transaction are fair and reasonable insofar as Security Holders are concerned.
Western Desert Resources Limited is, as at 11 April 2011 (being the last date practicable prior to the publication of this document), a 9.34% Shareholder in the Company and as such not a Substantial Shareholder under the AIM Rules (an individual, corporation, partnership, association, trust or other entity that holds any legal or beneficial interest directly or indirectly in 10% or more of any class of Thor's Securities).
Western Desert Resources Limited is not a related party for the purposes of the AIM Rules as Michael Ashton and Norman Gardner do not between them hold 30% or more of the voting rights of WDR. Further Western Desert Resources Limited is not a related party for the purposes of the Australian Corporations Act or the ASX Listing Rules.
Substantial transaction
A Substantial transaction under the AIM Rules is a transaction which exceeds 10% in any of the AIM class tests.
The Independent Expert's Report calculates, on a pro forma basis, including the placings on 18 January 2011 and 16 March 2011 Thor's net assets to be approximately A$17,342,000. The Independent Expert's assessment of the total consideration for the Spring Hill Transaction is in a range of A$3,170,000 to A$3,350,000 in return for a 51% interest in Spring Hill and in a range of A$3,750,000 to A$3,950,000 in return for an 80% interest in Spring Hill.
The Spring Hill Transaction is considered a substantial transaction, under the class tests in Schedule Three of the AIM Rules as such, at a minimum; the Company must make the disclosures as detailed in Schedule Four of the AIM Rules.
Recommendation
As the Transaction with the Vendor is considered a related party transaction under the AIM Rules, its Directors (with the exception of Mr Norman Gardner and Mr Michael Ashton who are involved with the Spring Hill Transaction as a related party) consider, having consulted with Daniel Stewart, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its Security Holders are concerned.
The Directors (other than Mr Norman Gardner and Mr Michael Ashton in respect of Resolutions 1 to 4) respectively unanimously recommend that you vote in favour of the Resolutions as set out in the Notice of General Meeting attached to the Circular, as they intend so to do in respect of their own beneficial holdings (which amount in aggregate to 6,812,582 Ordinary Shares, representing approximately 1.35 per cent of the Existing Shares).
Enquiries:
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Mick Billing
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+61 (8) 7324 1935
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Thor Mining PLC
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Executive Chairman
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Allan Burchard
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+61 (8) 7324 1935
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Thor Mining PLC
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CFO/Company Secretary
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John Simpson
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+44 (0)20 7776 6550
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Daniel Stewart & Co. plc
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Nominated Adviser
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Nick Emerson/
Renato Rufus
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+44 (0) 1483 413500
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Simple Investments
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Broker
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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.
This information is provided by RNS
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