Thor Mining PLC (“Thor” or “the Company”) (AIM, ASX: THR) has today posted the notice of the Annual General Meeting to be held at 10am on 28 November 2019 at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2A 1AG (the “Annual General Meeting”).
In addition to the usual resolutions which are considered at an Annual General Meeting, shareholders will be asked to consider the Resolutions 6 to 13.
Resolutions 6 and 7 provide the directors with the appropriate authorities, respectively, to issue shares and dis-apply pre-emption rights for existing shareholders and it is the normal procedure for such authority to be renewed at the annual general meeting. Resolution 6 is a requirement under English company law where the Company wishes to allot new relevant securities; resolution 7 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.
Resolution 8 seeks the approval from shareholders of a 10% placement facility. ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital in accordance with the terms set out in resolution 8 (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. At this Meeting the Company is seeking shareholder approval by way of a special resolution to have the ability to issue additional equity securities under the 10% Placement Facility.
Resolution 9 seeks shareholder approval to ratify under ASX Listing Rule 7.4, the issue of 4,687,500 Ordinary Shares that were previously issued within the Company’s placement capacity under ASX Listing Rule 7.1, on the 5 July 2019. The ratification under ASX Listing Rule 7.4 has the effect of refreshing the Company’s placement capacity under ASX Listing Rule 7.1.
As announced on 22 October 2019, the Company raised a total of UK£226,667, before expenses, through the placement of 113,333,333 ordinary shares at a price of £0.002 each, which were issued on 29 October 2019 (Tranche 1 Placement Securities). Placees were identified by Hybridan LLP, as the lead broker, together with SI Capital Ltd, and existing shareholders identified by the Board. The Tranche 1 Placement Securities, were issued within the Company’s placement capacity under ASX Listing Rule 7.1, and may be ratified under ASX Listing Rule 7.4. This has the effect of refreshing the Company’s placement capacity under ASX Listing Rule 7.1 for which approval is being sought under resolution 10. Also announced on 22 October 2019, the Company has agreed to issue a further 129,166,667 ordinary shares, raising UK£258,333 before expenses (Tranche 2 Placement Securities) on the same terms as the Trance 1 Placement Securities. The issue of the Trance 2 Placement Securities is subject to shareholder approval, now being sought at this Meeting under resolution 11. In addition, two directors, Mick Billing and David Thomas have each agreed to participate in the placement on the same terms and conditions as the Trance 1 Placement Securities and Tranche 2 Placement Securities. Approval from shareholders is required under ASX Listing Rule 10.11 to enable related parties of the Company to participate in the placement and these approvals are sought under resolution 12 for the issue of 10,000,000 ordinary shares to Mr Billing and under Resolution 13 for the issue of 2,500,000 ordinary shares to Mr Thomas.
A copy of the Notice of Annual General Meeting is also available on the Company’s website, http://www.thormining.com/
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