RNS Number:3753T
Thor Mining PLC
30 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 specialist
metals company focused on advancing tungsten-molybdenum and uranium projects in
the Northern Territory of Australia, is pleased to announce that Western Desert
Resources Limited ("WDR") (ASX: WDR), an exploration company operating in
Australia, has acquired a substantial shareholding in Thor and the Company has
appointed Mick Billing, Norman Gardner and Michael Ashton to the board of the
Company (the "New Directors"). Thor believes this will assist in advancing the
development of its 100% owned Molyhil Tungsten Molybdenum Project in the
Northern Territory ("Molyhil").
The transaction is a related party transaction under the AIM Rules for Companies
of the London Stock Exchange. Details of the transaction and the related parties
are 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 Ltd
2 John Barr is a director of Thor and a director of TNG Ltd
3 Mark Smyth resigned as director of Thor on 10 April 2008 and is a
beneficiary of Smyth Super Fund
4 Terry Smith is a director of Batavia Mining Ltd and a director of Bonsmith
Pty Ltd
5 Terry Smith is a director of Batavia Mining Ltd and a beneficiary of the
Smith Super Fund
6 Neil Biddle is a director of Batavia Mining Ltd
Following the transaction, the Company believes the related parties detailed
below will hold the following ordinary shares, options and warrants in the
Company:
Related Party Holdings after Transaction Shares Options Warrants
Batavia Mining Ltd - - 7,400,000
TNG Ltd 43,817 216,445
Western Desert Resources Ltd 25,000,000 5,000,000 -
John Barr 1,095,379 2,250,000 444,799
Neil Biddle - 2,250,000 -
Terry Smith 155,591 - 210,908-
John Young 74,446 5,000,000 38,039
Greg Durack 91,153 1,500,000 45,900
Damian Delaney 107,692 1,500,000 -
Mark Smyth 533,333 - 691,666
Michael Billing 48,000 - -
Norman Gardner 200,000 - -
Michael Ashton 483,007 - 248,164
Alistair Mackie 496,417 - 253,209
David Cloke 100,000 - -
John Young and Greg Durack the Directors of Thor, prior to the appointment of
the New Directors, excluding John Barr who is a director of Batavia Mining
Limited, consider having consulted with Blomfield Corporate Finance Limited,
that the terms of the transaction, which allow for the Company to benefit from
the expertise of the New Directors, are fair and reasonable insofar as the
shareholders 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 industry
experience in company secretarial, senior commercial, and chief financial
officer roles. Previous positions have included periods with Bougainville Copper
Ltd, WMC Resources Ltd and Multiplex Mining. He has been involved in the
evaluation of new mining operations and in the planning for and commissioning of
a number of operations including gold and nickel mines around Kambalda in
Western Australia, and the Suzdal gold mine in north eastern Kazakhstan. He has
had experience of corporate governance issues, debt and equity fund raising, and
project evaluation and feasibility studies in Australia and elsewhere. He is a
consultant to a number of companies operating in these areas and is currently a
director of Western Desert Resources Limited, Southern Gold Limited and
Australasia Gold Limited.
Michael Ashton, aged 55, Non-executive Director
Michael Ashton owns a timber manufacturing business, Upper Murray Case Supplies
in Riverland South Australia. He provides his products throughout Australia and
worldwide. He has extensive knowledge and experience in the exploration and
mining industries He is a shareholder in the Titeline Drilling Group, a
successful exploration drilling company in Victoria which has operations all
over Australia as well as in Botswana and Zambia. Previously, Michael owned a
45% share of Gorey & Cole Drillers a drilling contracting company in Alice
Springs.
Norman Gardner, aged 48, Non-executive Director
Norman Gardner has established and is sole owner of a concrete construction
business, Kwikcon, based in Alice Springs. The business operates Tiltup
construction, concrete supply, and quarrying crushing and screening and has been
involved in significant mining projects in the Northern Territories, South
FAustralia, and Western Australia, including development and operation of the
backfill plant at the Granites Gold Mine. He has an in-depth knowledge of the
construction requirements of the mining industry and was involved in the
construction phase of the following mining operations: White Range gold mine
(Northern Territory), The Granites gold mine (Northern Territory), Tanami gold
mine (Northern Territory)and Ravensthorpe nickel (Western Australia). He has
also been involved in a number of successful property developments. He has
previous involvement in putting together the essential components of a
successful resource company's initial public offer and was the driving force in
bringing 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 the
previous five years held by Michael Billing, Michael Ashton and Norman Gardner:
Full Name: Michael Robert Billing:
Current Directorships Former Directorships
AUSTRALASIA GOLD LIMITED FLINDERS DIAMONDS LIMITED
CHALLENGER WEST HOLDINGS PTY LTD SOUTHERN URANIUM LIMITED
CMH RESOURCES PTY LTD
GAWLER ARC HOLDINGS PTY LTD
INFERUS RESOURCES PTY LTD
MBB TRADING PTY LIMITED
NEW SOUTHERN MINING PTY LTD
RED DESERT MINERALS PTY LTD
SOUTHERN GOLD(ASIA) PTY LTD
SOUTHERN GOLD LIMITED
SOUTHERN MINING PTY LTD
SUNTHE URANIUM PTY LTD
THE AUSTRALIAN LAND COMPANY PTY. LTD
WDRFE PTY LTD
WESTERN 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 Directorships
ASHTON IMPROVED TIMBER PTY LTD
DRILLING SERVICES PTY LTD
HINCHI PTY LTD SOVEREIGN MINERALS PTY LTD
MICK ASHTON NOMINEES PTY LTD TENNANT CREEK GOLD (NT) PTY LTD
RED DESERT MINERALS PTY LTD WESTERN DESERT RESOURCES LTD
SOUTH EAST BINS & PALLETS PTY LTD
STUART MILL PTY. LTD
TITELINE DRILLING PTY LTD
TITELINE ENERGY PTY LTD
TITELINE MECHANICAL PTY LTD
TITELINE PROPERTY PTY LTD
TITELINE SERVICES PTY
UPPER MURRAY CASE SUPPLIES PTY LTD
VISION DE REVE PTY LTD
WDRFE PTY LTD
3 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 Directorships
BARRETA PTY. LTD EXACTMIX PTY LIMITED
DUSKFORM PTY. LIMITED TENNANT CREEK GOLD (NT) PTY LTD
GARDNER SUPERANNUATION NOMINEES PTY LTD
HINCHI PTY LTD
NWG NOMINEES PTY LTD
PENINSULA PUMPING CONTRACTORS PTY LTD
RED DESERT MINERALS PTY LTD
REMOTE CONTRACTING SERVICES PTY LTD
VICWA DEVELOPMENTS PTY LIMITED
WDR BASE METALS PTY LTD
WDR GOLD PTY LTD
WESTERN 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 and
there are currently no intentions for them to do so.
Thor also intends to retain a majority of its current staff and consultants in
the medium term. However, a transfer of the Australian company secretarial,
finance and administration departments to Adelaide is expected over a period of
time.
Since the withdrawal of Hunan Non Ferrous in 2007 Thor has examined and pursued
a number of options for the sale of all proposed concentrate production from
Molyhil and also the financing of the capital requirements. Thor has made
presentations to many possible partners, and has also attended a number of
national 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 the
international debt and equities market has adversely effected the raising of
capital for the development of Molyhil.
The New Directors have proposed the development of Molyhil using the Build Own
Operate and Transfer ("BOOT") strategy. Each of the New Directors has production
based experience and is well acquainted with operating in the Northern Territory
environment.
Proposals for the development of Molyhil
The New Directors believe that a BOOT strategy will deliver a better economic
result for shareholders from Molyhil. This strategy will initially focus on:
Capital Cost - The intention would be to reduce the capital cost substantially
in order to reduce both shareholder dilution and bankers requirement to hedge
production. This would be achieved by a combination of the following.
Mining equipment - Mining activities should be carried out on a contract basis
rather than via a philosophy of directly purchasing mining equipment & employing
mining operators.
Power supply - There are a number providers of power facilities to the
Australian mining industry, most of whom provide & operate the service at a
contracted rate per unit.
Mineral processing plant - The New Directors are in discussion with an existing
contract operator of mineral processing plants in Australia with the objective
of that they will construct and operate the plant at Molyhil on a build/own/
operate ("BOO") basis. Capital savings from this approach could be significant
and the New Directors believe that an experienced processing plant contract
operator will also reduce manpower during the production stage.
Civil construction - A significant portion of the capital cost of a mining
project comes from civil construction costs. These include road and airstrip
upgrades, processing plant earthworks and concrete footings. Much of this work
will 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 Directors
believe significant savings could be made from the current estimates for civil
construction.
Prospects
The New Directors will pursue the following prospects to enhance shareholder
value:
Underground potential - The New Directors believe it is possible to extend the
Molyhil resource at depth and will accelerate efforts to better define this and
plan for a subsequent underground mining phase. The current mining plan leaves a
substantial portion of the resource in the ground, and the New Directors are
prepared to contemplate underground mining to exploit this resource
Introduction of other projects - The New Directors objective is for Thor to have
a life well beyond that of the Molyhil mine. They will actively seek
opportunities for Tungsten and or Molybdenum projects, in Australia and
elsewhere, including, but not restricted to, early exploration and evaluation of
the Hatches Creek tungsten project.
The Directors believe today's developments advance the development of Molyhil
which has been a prime motivation for the Board since it was listed on AIM in
2005. The Directors are aware of the dilutive effect of a major equity or
convertible equity fund raising on existing shareholders and believe that WDR's
proposals and the New Directors' practical experience offer a more attractive
option which will benefit all shareholders.
The changes do not affect the CITIC off-take agreement, or Thor's ongoing
exploration plans that have been previously announced.
Commenting on the change in board management, Thor's Chief Executive Officer, Mr
John A. Young, said:
"I greatly appreciate the leadership and support received over the last few
years from Thor's founding and outgoing Chairman John Barr and welcome WDR as a
substantial shareholder and the New Directors to the board. I believe they will
bring opportunities and experience to Thor, during what is a difficult time in
the capital markets. The WDR proposals represent an exciting opportunity to take
Thor into the next stage of its evolution."
Following the issue of the Placing Shares the Company's total issued share
capital will be 149,468,949 ordinary shares. Application has been made to the
London 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 website
www.thormining.com, which includes a facility to register to receive these
updates by email.
This information is provided by RNS
The company news service from the London Stock Exchange
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