13th Jun 2006 07:01
Thor Mining PLC13 June 2006 THOR MINING PLC PROPOSED ACQUISITION OF HALE ENERGY LIMITED ("HALE") Dated: 13 June 2006 The Director's of Thor Mining PLC ("Thor" or the "Company"), the mineralexploration and development company focussed on advancing tungsten andmolybdenum projects in the Northern Territory of Australia, announces theproposed acquisition of a portfolio of uranium exploration assets in theNorthern Territory of Australia from Australian Stock Exchange listed mineralscompany Batavia Mining Limited ("Batavia") (the "Proposed Acquisition"). It isproposed that the consideration for the Proposed Acquisition will be satisfiedby the issue of 16 million new ordinary shares in the capital of the Company(the "Shares") (the Consideration Shares") and the issue of 8.5 million warrantsentitling the holders to subscribe for Shares. Highlights • The uranium projects cover over 2,100 square kilometres and all are located in the Northern Territory of Australia. They include exploration targets prospective for roll-front, high grade vein, and structural uranium deposits; and • Significant growth and diversification step for Thor as a specialty metals company. The Proposed Acquisition is subject to approval by Thor's shareholders and theadmission of the Consideration Shares and the IPO Shares to trading on AIM. ASX Listing As announced on 18 April 2006 the Company is proposing to list on the AustralianStock Exchange (the "ASX"). As part of the Proposed Acquisition, Thor intends toundertake an Initial Public Offering ("IPO") in Australia and to list theConsideration Shares and these IPO Shares on the ASX. It is intended that fundsfrom the IPO will provide finance for a vigorous, well funded explorationprogramme of the enlarged portfolio of exploration and development assets and,if required, for finalising the definitive feasibility study of the Tungsten andMolybdenum Project, announced on 4 April 2006. The Company intends to finalise the prospectus for listing on the ASX and lodgeit with the ASX in July 2006. Thor is currently negotiating an underwritingagreement for the proposed IPO. Up to 60% of the Australian fund raising will be made available to the Bataviashareholders. Share Consolidation In the announcement of 18 April 2006 the Directors disclosed their intention toseek shareholders approval to consolidate the share capital of the Company. It is currently envisaged that the Directors will seek approval fromshareholders to consolidate the existing share capital of the Company on a onefor three basis, reducing the current the share capital of the Company to63,891,666 Shares, prior to the issue of the Consideration Shares and the IPOShares. As part of the proposals the Company will also seek shareholder approval toissue one warrant for every two Shares held by existing shareholders on theshare register of the Company immediately prior to completion of the proposalsdetailed in this announcement, at no extra cost to that shareholder. Eachwarrant will entitle the holder to subscribe for one Share. Further details of the terms and conditions of the warrants will be set out inthe prospectus to be issued in connection with the ASX listing. It is not intended that the Australian prospectus will be registered in theUnited Kingdom. However, it will comply with the AIM Rules and be sent toshareholders for information purposes only together with a circular detailingthe proposals as set out in this announcement and the Notice of ExtraordinaryGeneral Meeting. Proposed Acquisition of Hale Under the heads of terms entered into with Batavia, Thor will acquire Hale, awholly owned subsidiary of Batavia that holds the uranium assets. Theconsideration is to be satisfied by the issue of 16 million fully-paid Sharesand the issue of 8.5 million warrants to subscribe for Shares. The warrantsgranted to Batavia will have the same terms and conditions as the warrantsgranted to the existing shareholders. Continental Resource Management Pty Ltd ("CRM") will prepare a competent personsreport on the uranium assets and an independent valuation of the assets ormining tenements of Hale. The competent persons report will be set out in theprospectus to be issued in connection with the ASX listing. Batavia has previously announced its intention to divest or list Hale to enableit to focus on the development of its core asset, the Deflector Gold-CopperProject in Western Australia. As part of this process Batavia has incurredcertain costs. Thor has undertaken to settle these costs which are not material. Gregory Durack is Managing Director of Batavia and a Non-executive Director ofThor. Uranium Assets The uranium project portfolio - including the Harts Range Uranium Project in theArunta Province of the Northern Territory and a number of prospectiveexploration areas - represents a significant strategic acquisition for Thoralongside its specialty metals projects in the Northern Territory. Australia hassignificant uranium endowment with the continent containing approximately 40% ofthe world's known uranium resources The acquisition includes over 2100 square kilometres of prospective explorationground and a comprehensive database of historical uranium explorationinformation. A number of advanced targets for high-grade intrusive, sandstoneand structurally controlled uranium deposits have been identified within theportfolio. The principal projects included within the portfolio are summarised below: Harts Range Uranium Project The Harts Range Project is located approximately 200km east-northeast of AliceSprings in the Arunta Province of the Northern Territory. The ExplorationLicences were granted in February 2006. Regional exploration for Uranium was conducted over the Harts Range area between1992 and 1995 by PNC Exploration (PNC), which carried out regionalreconnaissance sampling resulting in the discovery of significant uraniummineralisation. PNC followed up with an extensive regional assessment programmewhich outlined four distinctive styles of high-grade uranium occurrences in veinand structurally controlled mineralisation. Vein style mineralisation associatedwith regional east - west structures yielded reconnaissance samples of between3.2 - 8.5% Uranium. The full extent of the alteration and resultant uraniumanomalies were not followed up by PNC and remain priority exploration targets. Hale River and Plenty Highway Project These projects comprise two Exploration Licences covering the Hale RiverTertiary basins and the Plenty River Tertiary basin in the Northern Territory,where previous exploration has indicated potential to host sandstone type orroll front uranium deposits. Sandstone-type deposits account for approximately 7% of known uranium resourcesin the Northern Territory an represent the second most important type ofeconomic uranium mineralisation to be discovered within Australia. Previousdrilling in the Hale River Tertiary Basin of 98 RAB holes has confirmed thepresence of near-surface lignite beds overlying concealed and confinedpalaeo-channels covered with unconsolidated sands. This basin stratigraphyrepresents a prime target for roll front uranium mineralisation. Three prospective targets have been outlined within the Hale River tenement, thelargest of which is 4km long and 500m wide and remains untested. Hale River hasadvanced exploration targets with real potential to outline significant uraniumresources similar to those within the Ngalia and Amadeus basins. Curtis Pound The Curtis Pound Prospect is located approximately 150km south of Tennant Creek.The tenement contains nine airborne radiometric anomalies defined from a 1971.Only two anomalies were followed up on the ground with both returning highlyanomalous uranium rock chip results of up to 100 times the background values. Bundey River The Bundey River project covers extensions to magnetic linear trends seen on thePlenty River Project area. These trends are considered to be prospective forroll front deposits. URANIUM TENEMENTS PROJECT TENEMENTHALE RIVER PROJECT ELA24809PLENTY HIGHWAY PROJECT ELA24810HARTS RANGE PROJECT EL24734 EL24735 EL24736 EL24765 EL24827 A24766CURTIS POUND PROJECT ELA24823BUNDEY RIVER PROJECT ELA25378 ELA = Exploration Licence ApplicationA = AuthorisationEL = Exploration Licence Shareholders Meeting To facilitate the Proposed Acquisition and obtain shareholder approval for thevarious matters detailed in this announcement it is proposed that a shareholdersmeeting of Thor will be held in July 2006. Shareholders will be sent the Noticeof the Extraordinary General Meeting, the circular and the prospectus for theASX listing in due course. Resolutions proposed to be placed before shareholders for consideration, and ifthought fit, passing will include the following: • approval for the acquisition of Hale; • approval for the consolidation of the Company's share capital; • approval for the proposed issue of warrants; • approval for the ASX listing; and • approval for amendments to the Memorandum and Articles of Association. Summary The Proposed Acquisition of Hale and its uranium assets and the proposed ASXlisting represent a significant step for Thor in its continued development as adiversified specialty metals company. The acquisition of Hale will significantly expand Thor's asset base while theAustralian IPO and ASX listing will further broaden the Company's capital baseto support its development and exploration activities. The Company is currently considering other potential acquisition opportunitiesin the specialty metals sector internationally, and intends to build on thestrong asset base established in the Northern Territory of Australia to furtheradvance its growth as a diversified international mining and resource company. Enquiries: John Barr 00 61 418 912 885 Thor Mining PLC Executive Chairman John Simpson 020 7512 0191 ARM Corporate Finance Ltd Nominated Adviser Abigail Singleton 020 7429 6606 Conduit PR Public Relations or 07739 461 061 Updates on the Company's activities are regularly posted on Thor's websitewww.thormining.com, which includes a facility to register to receive theseupdates by email. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Thor Energy