NOTICE OF ANNUAL GENERAL MEETING

 

23 October 2015

 

THOR MINING PLC

 

NOTICE OF ANNUAL GENERAL MEETING

 

Thor Mining PLC ("Thor" or "The Company") (AIM, ASX: THR), the Australian tungsten and gold explorer and developer, has today posted a notice of the annual general meeting to be held at 11am on 26 November 2015 at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU.

In addition to the usual resolutions which are considered at an annual general meeting, resolutions 6 to 10 seek shareholder approval for the issue of the Ordinary Shares to directors in lieu of cash remuneration. 

None of the directors of the Company have been paid any part of their approved remuneration of A$40,000 per annum since the shares paid in lieu of cash payments, as approved at the last Annual General Meeting in November 2014.  As a means of conserving the Company's cash reserves, all the Directors have again agreed to waive our right to cash remuneration for the period from 1st October 2014 to 30th September 2015 (inclusive) in substitution for shares in the Company, by way of ordinary shares of 0.01p each in the capital of the Company ("Ordinary Shares") at a price of A$0.00835 (0.0835 cents) per Ordinary Share.

The Chief Executive Officer has also agreed waive his right to be paid cash remuneration for approximately 41% of the value of fees owed to me from 1st September 2014 to 30 September 2015 inclusive, in substitution for Ordinary Shares (59% having been paid, or to be paid, in cash).

Resolutions 5, 11 and 14 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders and it is the normal procedure for such authority to be renewed at the annual general meeting. The figures inserted at resolutions 5, 11 and 14 take account of the number of shares which are proposed to be issued:

•   in lieu of cash remuneration as detailed at resolutions 6 to 10 which are required under the ASX Rules; and

•   the number of shares the Company may seek to issue throughout the year until the next annual general meeting.

Resolutions 5, 11 and 14 are a requirement under English company law.

Under resolution 12 the Company is proposing to amend its articles of association to reflect developments in market practice since the Articles were first adopted in 2003. The principal amendment proposed is to allow the Company to sell the Shares of a Shareholder who holds less than a marketable parcel of Shares on the ASX, as permitted by ASX listing rules.  Less than a marketable parcel of Shares is currently a parcel worth less than A$500.  This right is included in the articles of association of many ASX listed companies and provides a means by which the Company can more efficiently manage its share register while ensuring those Shareholders who divest their less than marketable parcel of Shares receive value for those Shares without the need to arrange the sale themselves or pay brokerage or other costs.  A copy of the new proposed article of association 11A is set out in Annexure A of the Explanatory Notes to the Notice of Meeting. The proposed new articles of association will also be available for inspection at the annual general meeting at least 15 minutes prior to the start of the meeting and up until the close of the meeting.

 

Thor's directors believe that all of the resolutions, including resolutions 6 to 10 relating to the issue of Ordinary Shares to the directors of the Company in lieu of cash remuneration, are in the best interests of the Company and recommend that shareholders vote in favour of the resolutions at the annual general meeting, as the directors intend to do in respect of their own holdings of 253,580,394 Shares representing 6.2% per cent of the Company's issued share capital (to the extent they are not excluded from voting).

 

A copy of the Notice of General Meeting is 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/ Daniel Bush/ Richard Tonthat	+44 (0) 207 383 5100	Grant Thornton UK LLP	Nominated Adviser
Gerry Beaney/ David Hignell John Howes/ Mark Treharne	+44 (0) 207 382 1100	Northland Capital Partners Limited	Broker
Alex Walters	+44 (0) 7771 713608 +44 (0) 207 839 9260	Cadogan PR	Financial PR

 

 

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.