Thor Mining PLC NOTICE OF GENERAL MEETING (4530K)
07 July 2017 - 7:53PM
UK Regulatory
TIDMTHR
RNS Number : 4530K
Thor Mining PLC
07 July 2017
7 July 2017
THOR MINING PLC
NOTICE OF GENERAL MEETING
Thor Mining PLC ("Thor" or "the Company") (AIM, ASX: THR) has
today posted a notice of a general meeting to be held at 9am on 27
July 2017 at the offices of Grant Thornton UK LLP, 30 Finsbury
Square, London EC2P 2YU (the "General Meeting").
At the General Meeting, shareholders will be asked to provide
the directors with the requisite authorities to issue equity
securities pursuant to the matters described below.
On 20 June 2017, that the Company announced that it had, subject
to the approval of shareholders, raised of a total of GBP460,000,
before expenses, through the placing of 51,111,111 ordinary shares
of 0.01p each in the capital of the company ("Ordinary Shares") at
a price of 0.9p each (the "Placing and Subscription"). Under the
Placing and Subscription, subscribers for the Ordinary Shares will
also be granted one free attaching warrant for every Ordinary Share
subscribed for, to enable them to subscribe for further Ordinary
Shares at a price of 1.8p per Ordinary Share, valid for a period of
24 months from the date of issue. Certain Thor directors have,
subject to the approval of shareholders, undertaken to contribute
GBP72,000 to the Placing and Subscription under the same terms and
conditions ("Director Placement Securities"). Resolutions 9 and 10
seek Shareholder approval for the issue of the Director Placement
Securities, pursuant to ASX Listing Rule 10.11, while Resolution 6
seeks approval to issue the remainder of the Placing and
Subscription ("Proposed Placement Securities") pursuant to ASX
Listing Rule 7.1.
Further, as announced in the UK on 14 June 2017 (ASX
Announcement 15 June 2017), the Company signed a binding sale and
purchase agreement to acquire 25% of the issued capital of US
Lithium Pty Limited ("USL") from Pembridge Resources plc (LON:
PERE), for consideration of US$75,000, with a further A$50,000 to
be provided to USL to cover operational costs. USL is a private
Australian company with interests in lithium focused projects in
Arizona and New Mexico, in the United States of America.
Separately, a 45 business day first right of refusal agreement
("Option Agreement") was signed to give Thor the option to acquire
the remaining 75% of USL from the remaining shareholders of USL
through the issue of 52,777,777 Ordinary Shares ("Option
Acquisition Shares"). At a deemed price of 0.9 pence per Ordinary
Share, the total value of the Option Acquisition Shares is
GBP475,000. The option period expires on 30 July 2017, allowing
time for Thor to complete additional due diligence. Resolution 8
seeks shareholder approval for the purposes of ASX Listing Rule 7.1
to the issue and allot up to a maximum of 52,777,777 Ordinary
Shares to the USL shareholders, subject to the Board electing to
exercise the Company's right to acquire the remaining 75% of USL
pursuant to the Option Agreement.
Resolution 7 seeks shareholder approval, pursuant to ASX Listing
Rule 10.11, for the issue of 3,000,000 warrants over Ordinary
Shares to each of the Directors of the Company, or their nominees
("Director Warrants"), with an exercise price of 1.8 pence and an
expiry date of 31 March 2020, as announced on 31 March 2017. The
Director Warrants, if approved, will not form part of the
Directors' respective existing remuneration packages but will be in
addition to their remuneration as Directors. The grant of the
Director Warrants 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.
Resolutions 3, 4, 5 and 11 relate to the ratification of a
number of securities (the "Relevant Securities"), previously issued
by the Company utilising existing authorities conferred by
shareholders and available capacity under ASX Listing Rules 7.1 and
7.1A. The Company now seeks approval for the purposes of ASX
Listing Rule 7.4 to the issue and allotment of the Relevant
Securities, such that if these Resolutions are passed, then the
Relevant Securities will be deemed to have been issued with
shareholder approval and will, therefore, not be counted as having
utilised capacity under ASX Listing Rules 7.1 and 7.1A. This has
the effect of 'refreshing' the Company's available capacity under
the ASX Listing Rules to issue equity securities.
Resolutions 1 and 2 are a requirement under English company law,
providing the directors with the necessary authorities to issue
equity securities and dis-apply pre-emption rights up to an
aggregate nominal amount of GBP37,000. The nominal amount is
calculated to be sufficient to issue the Proposed Placement
Securities, the Director Placement Securities, the Option
Acquisition Shares, and to provide the Directors with authority to
issue equity securities consistent with available capacity under
ASX Listing Rules 7.1 and 7.1A.
The Directors of Thor (other than those of the Directors who
have an interest in the relevant Resolutions and therefore who do
not wish to make a recommendation as to how shareholders should
vote on those Resolutions) believe that all Resolutions are in the
best interest of the Company and recommend that shareholders vote
in favour of the Resolutions at the General Meeting, as they intend
to do in respect of their own shareholdings which total 50,066,819
Ordinary Shares in aggregate, representing 13.42% of the Company's
issued share capital.
A copy of the Notice of General Meeting is also available on the
Company's website, http://www.thormining.com/.
Enquiries:
Mick Billing +61 (8) 7324 Thor Mining Executive
1935 PLC Chairman
Ray Ridge +61 (8) 7324 Thor Mining CFO/Company
1935 PLC Secretary
Colin Aaronson/ +44 (0) 207 383 Grant Thornton Nominated
Daniel Bush/ 5100 UK LLP Adviser
Richard Tonthat
Elliot Hance +44 (0) 207382 Beaufort Securities Joint Broker
8300 Limited
Nick Emerson +44 (0) 1483 SI Capital Ltd Joint Broker
/ Andy Thacker 413 500
Tim Blythe/ +44 (0) 207 138 Blytheweigh Financial
Camilla Horsfall 3222 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, and on the Company's
twitter page @ThorMining.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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