Share Subscription & Placement Agreement

14 August 2014

 

THOR MINING PLC

 

 

SHARE SUBSCRIPTION AND CONTROLLED PLACEMENT AGREEMENT

 

Highlights

 

The Directors of Thor Mining PLC ("Thor" or the "Company") (AIM, ASX: THR), are pleased to announce that the Company has:

 

·       Raised $A83,825 (approximately £46,000) through a placement at approximately AUD 0.18c (0.1p) per share.

·       Entered into a Controlled Placement Agreement ("CPA"), providing the Company with up to $1 million of standby equity capital over the coming 12 months. Thor has entered into the CPA to complement its funding initiatives and to strengthen its overall capital management program.

 

The Placement

 

Thor has raised A$83,825 (approximately £46,000) by way of a Placement of 46,388,888 new Ordinary Shares each in the capital of Thor (the "Placement") to sophisticated investors, at approximately AUD 0.18 cents per share (0.1p per share).

 

The proceeds of the Placement will be used to fund Thor's working capital requirements, focussing particularly on completion of the upgraded Definitive Feasibility Study of its advanced Molyhil tungsten project in Australia's Northern Territory.

 

Application has been made for the admission of the Placement shares to AIM with admission expected to take place on 19 August 2014.  The placement utilises a portion of the available capacity of Thor's issued capital prior to the placement, pursuant to ASX Listing Rule 7.1.

 

Following the allotment of these shares, Thor Mining PLC will have2,350,058,743 shares on issue.  This number of shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure and Transparency Rules.

 

$1m Controlled Placement Agreement

 

Thor has entered into a Controlled Placement Agreement ("CPA") with Acuity Capital Investment Management Pty Ltd ("Acuity Capital").  Acuity Capital is an Australian owned and operated company which specialises in the provision of capital to listed companies in Australia.

 

The CPA provides Thor with up to $1 million (approximately £550,000) of standby equity capital over the coming 12 months.  Importantly, Thor retains full control of the placement process, including having sole discretion as to whether or not to utilise the CPA.  Further, there are no restrictions or conditions on other capital raising activities Thor may wish to undertake.

 

Thor has entered into the CPA to complement its funding initiatives and to strengthen its overall capital management program by adding a further capital raising tool.  The CPA provides Thor with the flexibility to quickly and efficiently raise capital.

 

Thor is under no obligation to raise capital under the CPA. If Thor does decide to utilise the CPA, Thor has control over the frequency, timing, maximum size and minimum issue price of any capital raised under the CPA. The key features of the CPA are:

1.    Standby equity capital of up to A$1m available at Thor's sole discretion;

2.    Available for 12 months;

3.    No obligation on Thor to place shares;

4.    The CPA provides Thor with full control over the placement process, including the right to determine the following for each new placement:

a.     Maximum Placement Amount to be issued for any particular Placement Period, minimising dilution of existing shareholders;

b.     Floor Price, being the minimum issue price for that Placement Period, and

c.     Placement Period, being the date(s) over which the VWAP and placement price is calculated;

5.    Each new placement is issued at a 10% discount to a volume weighted average price (VWAP) over the Placement Period, subject to the Floor Price determined by Thor;

6.    The actual issue price per share may be higher than the Floor Price set by Thor for a Placement Period.  This will occur where a discounted VWAP of Thor shares over the relevant Placement Period is above the Floor Price;

7.    There are no fees for Thor entering into the CPA and there are no options required to be issued;

8.    Thor has the right to cancel the CPA at any time for no fee;

9.    No restrictions on Thor entering into debt financing arrangements or from undertaking additional private placements, rights issues or shareholder purchase plans;

10.   No restrictions on Thor entering into strategic industry partnerships or undertaking acquisitions of assets and shares in the future;

11.   Utilisation of the CPA is dependent on Thor's available placement capacity under the ASX listing rules; and

12.   Acuity Capital is not obligated to provide capital, including where the requested Floor Price is above the market price or if the full standby equity capital has been utilised.

 

Thor Mining PLC Executive Chairman, Mick Billing commented, "The CPA with Acuity Capital maximises flexibility for Thor Mining in managing its capital requirements.  Under the terms of the program if it is decided to utilise the CPA, the Company can specify the period and the minimum price requirements.  At all times Thor can control the maximum number of shares that are issued, thereby minimising the cost of capital and dilution for existing shareholders.  It allows the Company to quickly and efficiently raise capital.  Thor sees the CPA as a prudent capital management tool to take advantage of potential opportunities should they present themselves without holding major cash balances."

 

 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/ David Hignell/ Jamie Barklem	+44 (0) 207 383 5100	Grant Thornton UK LLP	Nominated Adviser
Andrew Monk/ Bhavesh Patel	+44 (0)20 3005 5000	VSA Capital Limited	Broker
Alex Walters	+44 (0) 7771 713608 +44 (0) 207 839 9260	Cadogan PR	Financial PR