Proposed Issue of Shares and Options, Notice of GM

 

19 June 2020

 

THOR MINING PLC

 

PROPOSED ISSUE OF SHARES AND OPTIONS TO DIRECTORS
and

NOTICE OF GENERAL MEETING

 

Thor Mining PLC ("Thor" or "the Company") (AIM, ASX: THR) has today posted the notice of the General Meeting to be held at the office of Thor Mining, 58 Galway Avenue, Marleston, South Australia on 7 July 2020 at 5.00 p.m. (Australian Central Standard Time) (the "General Meeting").

The purpose of the General Meeting is to ratify the recently announced share issues in respect of the placing for A$970,000 and the potential acquisition of American Vanadium Pty Ltd (AVU). The General Meeting will also propose the issue shares to certain directors in lieu of cash payment for director's fees for the period from 1 January to 30 June 2020 (Remuneration Shares) and of incentive options to the directors. Further details on each of the resolutions, including the issue of Remuneration Shares and the options, are set out below.

In the light of the impact of Covid-19 and following the introduction by both the UK and Australian Governments of restrictions on the number of people who can attend meetings, the attendant social distance rules and allied matters, the general meeting will be held in Australia with only two directors or senior employees present each of whom is either a shareholder, or a proxy, or a corporate representative appointed by a shareholder. No other shareholder, proxy or corporate representative should attend the general meeting in person. The attendance by a shareholder (other than the ones specifically required to form the quorum for that meeting) is not essential for work purposes. To ensure that their vote counts, shareholders should only appoint the chairman of the general meeting to act as their proxy.

Should changes with regard to the impact of Covid-19 be announced by either government before the general meeting, the directors will consider those changes and the impact on the proposed general meeting. Any proposed changes will be announced on the website.

The purpose of the General Meeting is to consider, and if thought fit passing the resolutions contained in the notice of meeting.

Resolutions 1 and 2 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders. Resolution 1 is a requirement under English company law where the Company wishes to allot new securities; resolution 2 is a requirement under English company law where the Company wishes to do so for cash without first offering those securities on a pro rata basis to existing shareholders.

Resolutions 3 to 8 inclusive relate to a A$970,000 capital raise, announced on 1 June 2020.  Each resolution is detailed further below:

·      Resolution 3 seeks shareholder approval to ratify, under ASX Listing Rule 7.4, the issue of 140,000,000 ordinary shares (Placement Shares) that were previously issued within the Company's placement capacity under ASX Listing Rule 7.1, on 5 June 2020.  The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.

·      Resolution 4 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue of up to 70,000,000 Options (termed Warrants in the UK) for nil consideration on the basis of one Option for every two Placement Shares issued on 5 June 2020 (Placement Options).

·      Resolution 5 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of 50,000,000 Ordinary Shares and 25,000,000 Options to existing Shareholder Metal Tiger PLC (Metal Tiger Securities).  The Ordinary Shares are proposed to be issued on the same terms as the Placement Shares (Resolution 3) and the Options are proposed to be issued on the same terms as the Placement Options (Resolution 4).

·      Resolutions 6 and 7 seeks shareholder approval, for the purposes of ASX Listing Rule 10.11, for the issue of 2,000,000 Ordinary Shares and 1,000,000 Options to each of Messrs Billing and Bradey.  The proposed issue of these securities are on the same terms as the Metal Tiger Placement Securities (the subject matter of Resolution 5).  However, ASX Listing Rules requires separate shareholder approval for the issue of these securities, as Messrs Billing and Bradey are both Directors and, therefore are Related Parties of the Company.

·      Resolution 8 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of up to 35,000,000 Options to PAC Partners Securities Pty Ltd, as part consideration for services provided as lead manager to the capital raising announced 1 June 2020.

·      The terms of the Options referred to in each of Resolutions 4 to 8 inclusive, all have an exercise price of A$0.01 (1 cent) and an expiry date three years from the date of issue.  To the extent that shareholders approve the granting of these Options, the Company will seek ASX approval to have the Options quoted on the ASX.  If ASX approval is not granted, the Options will be unlisted.

Resolutions 9 to 11 inclusive relate to the potential acquisition of American Vanadium Pty Ltd (AVU), announced 1 June 2020.  Each resolution is detailed further below:

·      Resolution 9 seeks shareholder approval to ratify, for the purposes of ASX Listing Rule 7.4, the issue of 8,350,000 Ordinary Shares on 5 June 2020 utilising the authorities previously conferred by Shareholders and available capacity under ASX Listing Rules 7.1.  The Ordinary Shares were issued to shareholders of AVU for the exclusivity to undertake due diligence in preparation for the 100% acquisition of AVU.  The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company's placement capacity under ASX Listing Rule 7.1.

·      Resolution 10 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of up to 24,000,000 Ordinary Shares to Shareholders of AVU as consideration for the completion of the acquisition of AVU, subject to satisfactory completion of due diligence (Acquisition Shares).

·      Resolution 11 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, to the issue and allotment of up to 18,000,000 Ordinary Shares to the shareholders of AVU, as the first of three milestone payments (Milestone Shares).  The issue of the Milestone Shares is contingent upon satisfactory sampling grades obtained within six months of execution of the share sale agreement.

Resolution 12 seeks shareholder approval, under ASX Listing Rule 10.11, in respect of the issue of a total of 3,174,604 Ordinary Shares, being 1,587,302 Ordinary Shares to each of two Directors, Messrs Billing and Potter (Remuneration Shares). The Remuneration Shares are proposed to be issued in lieu of cash payment for 50% of directors' fees owing for the period 1 January 2020 to 30 June 2020, being A$10,000 each. The shares are being issued at A$0.0063 (being the  VWAP of £0.0035 for AIM traded Ordinary Shares from 1 May 2020 through to the date the proposed issue of the Remuneration Shares were approved by the Thor Board on 5 June 2020, converted to AUD at the exchange rate of 0.5540 on 5 June 2020). ASX Listing Rule 10.11 requires that Shareholder approval be obtained under ASX Listing Rule 10.11 on the basis that the Directors are Related Parties of the Company.

Resolution 13 seeks approval, for the purposes of ASX Listing Rule 10.11, to the grant of a total of 24,000,000 unlisted Options to the Company's Directors Messrs Billing, Bradey and Potter, being 8,000,000 unlisted Options each. The Options have an exercise price of A$0.0095 per share and are exercisable for a period of 3 years from the date of grant. Further details on the terms set out in the Notes to the Notice of the General Meeting (Director Options).  The Director Options, if approved, will not form part of the Directors' respective remuneration packages but will be in addition to their remuneration as Directors.  The grant of the Director Options is intended to act as an incentive for the Directors to align themselves with the Company's strategic plan and focus on optimising performance, with the intent of enhancing Shareholder returns.

Subject to receiving shareholder approval at the General Meeting and assuming there are no further changes to the shareholdings and warrant holdings of the directors, the beneficial holdings of the directors and their connected parties will be:

 

Director	Existing Shares held		Participation in the placement (Resolutions 6 & 7)	Shares in lieu of cash Directors fees (Resolution 12)	Resultant Shares held		Existing Options held	Participation in the placement (Resolutions 6 & 7)	Director Options (Resolution 13)	Resultant Options held
	No.	%			No.	%1
Michael Billing	45,407,423	3.71%	2,000,000	1,587,302	48,994,725	3.70%	4,500,000	1,000,000	8,000,000	13,500,000
Richard Bradey**	31,792	0.00%	2,000,000	-	2,031,792	0.15%	9,500,000	1,000,000	8,000,000	18,500,000
Mark Potter	-	0.00%	-	1,587,302	1,587,302	0.12%	-	-	8,000,000	8,000,000

¹ The resultant % of the directors' holding as a proportion of total issued capital, assuming all resolutions associated with the Remuneration Shares, Placing, Conditional Placing, Additional Placing and the acquisition are approved by shareholders and proceed to completion.

 

A copy of the Notice of the General Meeting is also 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/ Richard Tonthat/ Niall McDonald	+44 (0) 207 383 5100	Grant Thornton UK LLP	Nominated Adviser
Nick Emerson	+44 (0) 1483 413 500	SI Capital Ltd	Joint Broker
Claire Louise Noyce / John Beresford-Peirse	+44 (0) 203 764 2341	Hybridan LLP	Joint Broker

 

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, and on the Company's twitter page @ThorMining.

 

About Thor Mining PLC

Thor Mining PLC (AIM, ASX: THR) is a resources company quoted on the AIM Market of the London Stock Exchange and on ASX in Australia.

Thor holds 100% of the advanced Molyhil tungsten project in the Northern Territory of Australia, for which an updated feasibility study in August 2018¹ suggested attractive returns.

Adjacent Molyhil, at Bonya, Thor holds a 40% interest in deposits of tungsten, copper, and vanadium, including Inferred Resource estimates for the White Violet and Samarkand tungsten deposits and the Bonya copper deposit².

Thor also holds 100% of the Pilot Mountain tungsten project in Nevada USA which has a JORC 2012 Indicated and Inferred Resources Estimate³ on 2 of the 4 known deposits.  The US Department of the Interior has confirmed that tungsten, the primary resource mineral at Pilot Mountain, has been included in the final list of Critical Minerals 2018.

Thor holds a 25% interest Australian copper development company EnviroCopper Limited (with rights to increase its interest to 30%).  EnviroCopper Limited holds:

·    rights to earn up to a 75% interest in the mineral rights and claims over the resource⁴ on the portion of the historic Kapunda copper mine in South Australia recoverable by way of in situ recovery; and

·    rights to earn up to 75% of the Moonta copper project, also in South Australia comprising the northern portion of exploration licence EL5984 and includes a resource estimate⁵ for several deposits.

Thor also holds a production royalty entitlement from the Spring Hill Gold project⁶ of:

•  A$5.70 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for up to A$1,500 per ounce; and

•  A$13.30 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for amounts over A$1,500 per ounce.

Notes

¹ Refer ASX and AIM announcement of 23 August 2018

² Refer ASX and AIM announcements of 26 November 2018 and 29 January 2020

³ Refer AIM announcement of 13 December 2018 and ASX announcement of 14 December 2018

⁴ Refer AIM announcement of 10 February 2018 and ASX announcement of 12 February 2018

⁵ Refer ASX and AIM announcement of 15 August 2019

⁶ Refer AIM announcement of 26 February 2016 and ASX announcement of 29 February 2016