30th Apr 2008 07:00
Thor Mining PLC30 April 2008 THOR MINING PLC WESTERN DESERT RESOURCES ACQUIRES SUBSTANTIAL SHAREHOLDING IN THOR Dated: 30 April 2008 Thor Mining PLC ("the Company" or "Thor"), AIM, ASX: "THR", the specialistmetals company focused on advancing tungsten-molybdenum and uranium projects inthe Northern Territory of Australia, is pleased to announce that Western DesertResources Limited ("WDR") (ASX: WDR), an exploration company operating inAustralia, has acquired a substantial shareholding in Thor and the Company hasappointed Mick Billing, Norman Gardner and Michael Ashton to the board of theCompany (the "New Directors"). Thor believes this will assist in advancing thedevelopment of its 100% owned Molyhil Tungsten Molybdenum Project in theNorthern Territory ("Molyhil"). The transaction is a related party transaction under the AIM Rules for Companiesof the London Stock Exchange. Details of the transaction and the related partiesare set out below; 1. WDR has acquired 16 million ordinary shares in Thor at 20 cents per ordinary share and 5,000,000 options at 5 cents for each option to subscribe for ordinary share in the share capital of the Company; 2. Thor has today placed 9 million ordinary shares of 0.3p each in the capital of the Company (the "Placing Shares") at 8 cents per share with WDR, conditional on the Placing Shares being admitted to trading on AIM, to raise AUS$720,000. The funds raised from the placing are to supplement the Company's working capital and ongoing development work at Molyhil; 3. WDR have acquired their shareholding in Thor as a long term investment and have no intention of disposing of or reducing this holding in the medium term; 4. Following the placing and the acquisition of the ordinary shares, WDR will hold 25 million ordinary shares and 5,000,000 options in Thor. This represents approximately 16.7% of the issued share capital of the Company based on 149,468,949 ordinary shares in issue immediately following the placing and 12.8% of the issued share capital of the Company on a fully diluted basis of 235,084,065 ordinary shares in issue, assuming all options and warrants are exercised; 5. Mick Billing has been appointed Non-executive Chairman and Norman Gardner and Michael Ashton have been appointed as Non-executive Directors of the Company. Mick Billing and Norman Gardner are directors of WDR. All the New Directors have previous management expertise in mining operations; 6. John Barr has resigned as Executive Chairman and also as a Director of the Company with immediate effect. John Barr received £8,000 in lieu of notice under his Service Agreement as a Director of the Company and AUS$100,000 as a redundancy payment. In addition £24,000 was paid on cancellation of the contract with Kensington Consulting Pty Ltd who provided the services of John Barr as a consultant to the Company; and 7. Thor retains the services of John Young as a Director and CEO of the Company, Greg Durack as a Non-executive Director and Damian Delaney as CFO and Joint Company Secretary. Transaction details and related party disclosures Shares acquired by Western Desert Resources Ltd Related Party Vendor AUD Number Note Batavia Mining Limited 2,600,000 13,000,000 1 TNG Limited 210,000 1,050,000 2 Mr M & Mrs J Smyth (Smyth Super 170,000 850,000 3 Fund A/C) Bonsmith Pty Ltd (Bountiful A/C) 3,497 17,485 4 Teas Nominees Pty Ltd (Smith Super Fund 46,503 232,515 5 A/C) Other non related parties 170,000 850,000 ----------- ----------- 3,200,000 16,000,000 ----------- ----------- Options acquired by Western Desert Resources Ltd Vendor AUD Number John W Barr 64,167 1,283,333 1,2 Neil Biddle 66,666 1,333,333 6 Staff and other non related 119,167 2,383,334 parties ----------- ----------- 250,000 5,000,000 ----------- ----------- 1 John Barr is a director of Thor and a director of Batavia Mining Ltd2 John Barr is a director of Thor and a director of TNG Ltd3 Mark Smyth resigned as director of Thor on 10 April 2008 and is a beneficiary of Smyth Super Fund4 Terry Smith is a director of Batavia Mining Ltd and a director of Bonsmith Pty Ltd5 Terry Smith is a director of Batavia Mining Ltd and a beneficiary of the Smith Super Fund6 Neil Biddle is a director of Batavia Mining Ltd Following the transaction, the Company believes the related parties detailedbelow will hold the following ordinary shares, options and warrants in theCompany: Related Party Holdings after Transaction Shares Options Warrants Batavia Mining Ltd - - 7,400,000TNG Ltd 43,817 216,445Western Desert Resources Ltd 25,000,000 5,000,000 -John Barr 1,095,379 2,250,000 444,799Neil Biddle - 2,250,000 -Terry Smith 155,591 - 210,908-John Young 74,446 5,000,000 38,039Greg Durack 91,153 1,500,000 45,900Damian Delaney 107,692 1,500,000 -Mark Smyth 533,333 - 691,666Michael Billing 48,000 - -Norman Gardner 200,000 - -Michael Ashton 483,007 - 248,164Alistair Mackie 496,417 - 253,209David Cloke 100,000 - - John Young and Greg Durack the Directors of Thor, prior to the appointment ofthe New Directors, excluding John Barr who is a director of Batavia MiningLimited, consider having consulted with Blomfield Corporate Finance Limited,that the terms of the transaction, which allow for the Company to benefit fromthe expertise of the New Directors, are fair and reasonable insofar as theshareholders are concerned. The New Directors Details of the New Directors are set out below: Michael Billing, B Bus ASA, aged 55, Non Executive Chairman Michael Billing is an accountant with more than 30 years' of mining industryexperience in company secretarial, senior commercial, and chief financialofficer roles. Previous positions have included periods with Bougainville CopperLtd, WMC Resources Ltd and Multiplex Mining. He has been involved in theevaluation of new mining operations and in the planning for and commissioning ofa number of operations including gold and nickel mines around Kambalda inWestern Australia, and the Suzdal gold mine in north eastern Kazakhstan. He hashad experience of corporate governance issues, debt and equity fund raising, andproject evaluation and feasibility studies in Australia and elsewhere. He is aconsultant to a number of companies operating in these areas and is currently adirector of Western Desert Resources Limited, Southern Gold Limited andAustralasia Gold Limited. Michael Ashton, aged 55, Non-executive Director Michael Ashton owns a timber manufacturing business, Upper Murray Case Suppliesin Riverland South Australia. He provides his products throughout Australia andworldwide. He has extensive knowledge and experience in the exploration andmining industries He is a shareholder in the Titeline Drilling Group, asuccessful exploration drilling company in Victoria which has operations allover Australia as well as in Botswana and Zambia. Previously, Michael owned a45% share of Gorey & Cole Drillers a drilling contracting company in AliceSprings. Norman Gardner, aged 48, Non-executive Director Norman Gardner has established and is sole owner of a concrete constructionbusiness, Kwikcon, based in Alice Springs. The business operates Tiltupconstruction, concrete supply, and quarrying crushing and screening and has beeninvolved in significant mining projects in the Northern Territories, SouthFAustralia, and Western Australia, including development and operation of thebackfill plant at the Granites Gold Mine. He has an in-depth knowledge of theconstruction requirements of the mining industry and was involved in theconstruction phase of the following mining operations: White Range gold mine(Northern Territory), The Granites gold mine (Northern Territory), Tanami goldmine (Northern Territory)and Ravensthorpe nickel (Western Australia). He hasalso been involved in a number of successful property developments. He hasprevious involvement in putting together the essential components of asuccessful resource company's initial public offer and was the driving force inbringing together the various parties to form Western Desert Resources Limited.His current directorships include Western Desert Resources Limited. The following are details of all current and former directorships in theprevious five years held by Michael Billing, Michael Ashton and Norman Gardner: Full Name: Michael Robert Billing:Current Directorships Former DirectorshipsAUSTRALASIA GOLD LIMITED FLINDERS DIAMONDS LIMITEDCHALLENGER WEST HOLDINGS PTY LTD SOUTHERN URANIUM LIMITEDCMH RESOURCES PTY LTDGAWLER ARC HOLDINGS PTY LTDINFERUS RESOURCES PTY LTDMBB TRADING PTY LIMITEDNEW SOUTHERN MINING PTY LTDRED DESERT MINERALS PTY LTDSOUTHERN GOLD(ASIA) PTY LTDSOUTHERN GOLD LIMITEDSOUTHERN MINING PTY LTDSUNTHE URANIUM PTY LTDTHE AUSTRALIAN LAND COMPANY PTY. LTDWDRFE PTY LTDWESTERN DESERT RESOURCES LTD There are no further details to be disclosed under Rule 17 schedule 2 paragraph(g) of the AIM Rules in relation to Michael Robert Billing. Full Name: Michael Kevin Ashton:Current Directorships Former DirectorshipsASHTON IMPROVED TIMBER PTY LTD DRILLING SERVICES PTY LTDHINCHI PTY LTD SOVEREIGN MINERALS PTY LTDMICK ASHTON NOMINEES PTY LTD TENNANT CREEK GOLD (NT) PTY LTDRED DESERT MINERALS PTY LTD WESTERN DESERT RESOURCES LTDSOUTH EAST BINS & PALLETS PTY LTDSTUART MILL PTY. LTDTITELINE DRILLING PTY LTDTITELINE ENERGY PTY LTDTITELINE MECHANICAL PTY LTDTITELINE PROPERTY PTY LTDTITELINE SERVICES PTYUPPER MURRAY CASE SUPPLIES PTY LTDVISION DE REVE PTY LTDWDRFE PTY LTD3 STATES PACKAGING PTY LTD There are no further details to be disclosed under Rule 17 schedule 2 paragraph(g) of the AIM Rules in relation to Michael Kevin Ashton. Full Name: Norman Wayne Gardner:Current Directorships Former DirectorshipsBARRETA PTY. LTD EXACTMIX PTY LIMITEDDUSKFORM PTY. LIMITED TENNANT CREEK GOLD (NT) PTY LTDGARDNER SUPERANNUATION NOMINEES PTY LTDHINCHI PTY LTDNWG NOMINEES PTY LTDPENINSULA PUMPING CONTRACTORS PTY LTDRED DESERT MINERALS PTY LTDREMOTE CONTRACTING SERVICES PTY LTDVICWA DEVELOPMENTS PTY LIMITEDWDR BASE METALS PTY LTDWDR GOLD PTY LTDWESTERN DESERT RESOURCES LTD There are no further details to be disclosed under Rule 17 schedule 2 paragraph(g) of the AIM Rules in relation to Norman Wayne Gardner. The New Directors have not entered into service agreements with the Company andthere are currently no intentions for them to do so. Thor also intends to retain a majority of its current staff and consultants inthe medium term. However, a transfer of the Australian company secretarial,finance and administration departments to Adelaide is expected over a period oftime. Since the withdrawal of Hunan Non Ferrous in 2007 Thor has examined and pursueda number of options for the sale of all proposed concentrate production fromMolyhil and also the financing of the capital requirements. Thor has madepresentations to many possible partners, and has also attended a number ofnational and international mining conferences. This initiative led to the signing of the CITIC Australia Pty Ltd ("CITIC")off-take agreement in March 2008. Unfortunately the current state of flux in theinternational debt and equities market has adversely effected the raising ofcapital for the development of Molyhil. The New Directors have proposed the development of Molyhil using the Build OwnOperate and Transfer ("BOOT") strategy. Each of the New Directors has productionbased experience and is well acquainted with operating in the Northern Territoryenvironment. Proposals for the development of Molyhil The New Directors believe that a BOOT strategy will deliver a better economicresult for shareholders from Molyhil. This strategy will initially focus on: Capital Cost - The intention would be to reduce the capital cost substantiallyin order to reduce both shareholder dilution and bankers requirement to hedgeproduction. This would be achieved by a combination of the following. Mining equipment - Mining activities should be carried out on a contract basisrather than via a philosophy of directly purchasing mining equipment & employingmining operators. Power supply - There are a number providers of power facilities to theAustralian mining industry, most of whom provide & operate the service at acontracted rate per unit. Mineral processing plant - The New Directors are in discussion with an existingcontract operator of mineral processing plants in Australia with the objectiveof that they will construct and operate the plant at Molyhil on a build/own/operate ("BOO") basis. Capital savings from this approach could be significantand the New Directors believe that an experienced processing plant contractoperator will also reduce manpower during the production stage. Civil construction - A significant portion of the capital cost of a miningproject comes from civil construction costs. These include road and airstripupgrades, processing plant earthworks and concrete footings. Much of this workwill be a direct capital cost to the project and will be financed by Thor.Norman Gardiner has substantial experience in this field and the New Directorsbelieve significant savings could be made from the current estimates for civilconstruction. Prospects The New Directors will pursue the following prospects to enhance shareholdervalue: Underground potential - The New Directors believe it is possible to extend theMolyhil resource at depth and will accelerate efforts to better define this andplan for a subsequent underground mining phase. The current mining plan leaves asubstantial portion of the resource in the ground, and the New Directors areprepared to contemplate underground mining to exploit this resource Introduction of other projects - The New Directors objective is for Thor to havea life well beyond that of the Molyhil mine. They will actively seekopportunities for Tungsten and or Molybdenum projects, in Australia andelsewhere, including, but not restricted to, early exploration and evaluation ofthe Hatches Creek tungsten project. The Directors believe today's developments advance the development of Molyhilwhich has been a prime motivation for the Board since it was listed on AIM in2005. The Directors are aware of the dilutive effect of a major equity orconvertible equity fund raising on existing shareholders and believe that WDR'sproposals and the New Directors' practical experience offer a more attractiveoption which will benefit all shareholders. The changes do not affect the CITIC off-take agreement, or Thor's ongoingexploration plans that have been previously announced. Commenting on the change in board management, Thor's Chief Executive Officer, MrJohn A. Young, said: "I greatly appreciate the leadership and support received over the last fewyears from Thor's founding and outgoing Chairman John Barr and welcome WDR as asubstantial shareholder and the New Directors to the board. I believe they willbring opportunities and experience to Thor, during what is a difficult time inthe capital markets. The WDR proposals represent an exciting opportunity to takeThor into the next stage of its evolution." Following the issue of the Placing Shares the Company's total issued sharecapital will be 149,468,949 ordinary shares. Application has been made to theLondon Stock Exchange for the Placing Shares to be admitted to trading on AIM.Dealings are expected to commence at 8.00 a.m. on 7 May 2008. Enquiries: John Young + 61 (0)419 954 020 Thor Mining PLC Chief Executive Officer Damian Delaney +61 (0)8 9327 0900 Thor Mining PLC Chief Financial Officer John Simpson 020 7512 0191 Blomfield Corporate Nominated Adviser Finance Ltd 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