21st Sep 2006 11:06
Thor Mining PLC21 September 2006 THOR MINING PLC DUAL ASX LISTING, FUND RAISING AND ACQUISITION Dated: 21 September 2006 The Director's of Thor Mining PLC ("Thor" or the "Company"), the specialistmetals company currently focussed on projects in the Northern Territory ofAustralia, is pleased to announce: the Initial Public Offering("IPO") inAustralia has closed raising AUD$10.0 million; the acquisition of Hale EnergyLimited ("Hale Energy") from Batavia Mining Limited ("Batavia"); the duallisting of the New Shares and Warrants on the Australian Stock Exchange (the "ASX"); and Admission of the New Shares and Warrants to AIM.. Terms used in this announcement have the same meaning as the defined terms inthe Circular issued on 9 August 2006. Highlights • Placing in Australia to raise AUD$10 million through the issue of 50,000,000 New Shares at AUD 20 cents completed successfully; • The issue of 67,445,833 Warrants to: Existing Shareholders; Batavia, the vendor of Hale Energy; the subscribers to the Offer; and Patersons Securities Limited ("Patersons"), the lead manager and underwriter to the Offer, at no extra cost; • The acquisition of Hale Energy satisfied by the issue of 16,000,000 New Shares and 8,500,000 Warrants; • The consolidation of the share capital of the Company from £10,000,000 divided into 10,000,000,000 ordinary shares of 0.1p each into £10,000,000 divided into 3,333,333,333 ordinary shares of 0.3p each on the basis of 3 ordinary shares of 0.1p each for each new ordinary share of 0.3p each; • The granting of Options to subscribe for up to 15,000,000 New Shares to Directors and certain employees at a price of 8p per New Share; • The quotation of the New Shares and Warrants on the ASX, traded by way of CHESS depositary Interests ("CDI"); • Admission of 129,891,667 New Shares and 67,445,833 Warrants to trading on AIM on Friday 22 September 2006; and• Deep resource drilling at the Molyhil Tungsten - Molybdenum Project in the Northern Territory ("Molyhil") has commenced with 8 holes planned to 300m. Commenting on the above Thor's Chief Executive Officer, Mr John Young said: "Iam extremely pleased with the investor response to the IPO and strong support inthe priority offer from the Batavia shareholders. With the fund raising behindus, we can aggressively pursue the completion of the definitive feasibilitystudy at Molyhil and commence an aggressive uranium exploration program, whichwe plan to begin in October 2006." Fund raising and quotation on the ASX The Directors proposed that the Company offer up to 52,500,000 Offer Shares atthe Offer Price to raise up to AUD$10.5 million of which 2,500,000 Offer Shareswere to satisfy any over subscriptions, at the discretion of the Directors. TheCompany closed the IPO following the successful placing of 50,000,000 New Sharesto raise AUD$ 10 million, before costs of the fund raising. Every two Offer Shares will have one Offer Warrant attached at no extra cost.The Company has applied for the New Shares and Warrants to be quoted on the ASXand to be traded by way of CDIs which is expected to commence shortly. Acquisition of Hale Energy The Company agreed to acquire Hale Energy subject inter alia on the listing ofThor's securities on the ASX. Hale Energy owns prospective uranium tenements andtenement applications in the Northern Territory of Australia. Thor proposes toaggressively and systematically explore and evaluate the uranium projects. Theacquisition of the Hale Energy uranium prospects should provide an opportunityto deliver increased Shareholder value. Mr Durack, a Director of the Company, is also a director of Hale Energy andBatavia. Under the terms and conditions of the Acquisition Agreement Thor has acquiredHale Energy satisfied by the issue of 16,000,000 New Shares and 8,500,000Warrants which at the Offer Price aggregates to an approximate consideration ofAUD$3.2 million. An independent report by Continental Resource Management Pty Ltd in respect ofthe tenements is included in he Prospectus. Valuation Continental Resource Management Pty Ltd have prepared a valuation report on HaleEnergy's mineral tenements and values these tenements as being within a range ofAUD$2.1 million and AUD$3.9 million with a preferred value of AUD$3.0 million. Details of the proposed Share Consolidation Under the ASX Listing Rules Thor must issue the Offer Shares at no less thanAUD$0.20. To achieve an issue price of AUD$0.20 a consolidation of the Company'sissued ordinary share capital in the order of one New Share for every threeExisting Shares has been approved by Shareholders. Shareholders on the register of members of the Company at the close of businesson the Record Date (21 September 2006) will exchange 3 Existing Shares for 1 NewShare and so in proportion for any other number of Existing Shares then held.The proportion of the issued ordinary share capital of the Company held by eachShareholder following the Share Consolidation will, save for fractionalentitlements and subject to the exercise of share options, be unchanged.Following the Share Consolidation, Existing Shareholders will receive oneWarrant for every two New Shares held. Other than the change in nominal value, the New Shares arising on implementationof the Share Consolidation will have the same rights as the Existing Shares,including voting, dividend and other rights. Any Shareholder not holding a number of Existing Shares which is exactlydivisible by 3 on the Record Date will not be entitled to receive part of theproceeds of this sale in respect of his fractional entitlement. Issue of Warrants As part of the Proposals the Company will issue: 1. 31,945,833 Warrants to Existing Shareholders; 2. 8,500,000 Warrants to Batavia pursuant to the acquisition of Hale Energy; 3. 25,000,000 Warrants pursuant to the terms of the Offer; and 4. 2,000,000 Warrants pursuant to the terms of the underwriting agreement to Patersons. The terms of the Warrants, issued at no extra cost are identical. Each Warrantwill entitle the holder to subscribe for one New Share at a price of 8p per NewShare. The Warrants will expire on 15 June 2009. The Warrants will represent31.1 per cent of the issued share capital of the Company on Admission on a fullydiluted basis. Application has been made for the Warrants to be admitted to trading on AIM. TheWarrants will be traded separately from the New Shares following Admission. The New Shares to be issued on the exercise of the Warrants will rank for alldividends or other distributions declared, made or paid by reference to a recorddate on or after the relevant exercise and will otherwise rank pari passu withthe New Shares in issue on the relevant exercise date. Directors and employee share options The Directors have been authorised to grant Options over the authorised sharecapital of the Company in an amount not exceeding 15,000,000 New Shares. The Company proposes to grant the Options to Directors and certain employees tosubscribe for New Shares. Such Options shall be exercisable at a price of 8p perNew Share. The Directors propose to grant the following Options: 1. John W Barr be granted Options to subscribe for 6,000,000 New Shares; 2. John Young be granted Options to subscribe for 5,000,000 New Shares; and 3. Damian Delaney be granted Options to subscribe for 1,500,000 New Shares. The balance of Options to subscribe for 2,500,000 New Shares are to be grantedto certain current and future employees and consultants at the discretion of theDirectors. Mr Barr has previously been granted 4,000,000 options to subscribe for Sharesexercisable at 3.75p per Share. As a result of the proposed Share Consolidation,this will become an Option to subscribe for 1,333,333 New Shares at 11.25p perShare. The Options expire on 15 June 2009. Use of proceeds The funds raised from the IPO, will be used to pursue an aggressive developmentstrategy focused on the completion of a definitive feasibility study (the "DFS")for Molyhil. Thor intends to bring Molyhil into production during 2007, inparallel with a major exploration effort on its newly acquired uraniumportfolio. Molyhil Thor Mining also today announced the commencement of a program of deep resourcedrilling at Molyhil. The program comprises 8 reverse circulation ("RC") holes tobe drilled to a planned depth of 300m. The drilling will test for depthextensions of the Molyhil resource, which currently totals 2.38 million tonnesat a combined Tungsten-Molybdenum uncut grade of 0.80%. Magnetic modellingindicates that the Molyhil resource continues to a depth of at least 450m belowsurface. A number of geotechnical holes relating to tailings dam studies andhydrogeological investigations will also be completed as part of the DFS, whichis due to be completed by mid-November 2006. Uranium Thor is also preparing for the commencement of uranium exploration at its fiveuranium projects in the Northern Territory. The portfolio covers a total area of3,000 sq km, with the Hale River and Plenty Highway projects covering some 1,200sq km of tertiary basin sediments and palaeo-drainage channels prospective forsandstone and roll-front style uranium deposits. The portfolio includes advancedtarget areas with previous uranium exploration history located in closeproximity to existing discoveries. Admission to AIM Application for Admission has been made by the Company for the New Shares andthe Warrants issued as a result of the proposals to be admitted to trading onAIM. It is expected that Admission will become effective and dealings willcommence at 8.00am on Friday 22 September 2006. Enquiries: John Young + 61 (0)419 954 020 Thor Mining PLC Chief Executive Officer John Simpson 020 7512 0191 ARM Corporate Finance Limited Nominated Adviser Abigail Singleton 020 7429 6606 Conduit PR Limited Public Relations/UK or 07739 461 061 Nicolas Read + 61 (0) 8 9388 1474 Jan Hope & Partners Public Relations/ Australia The Prospectus, the Circular and the Annual Report and Accounts are available onThor's website www.thormining.com, which includes a facility to register toreceive regular updates by email. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Thor Energy