THOR MINING PLC
Notice of General Meeting
Dated: 30 April 2012
Thor Mining plc ('the Company') (AIM, ASX: THR) announces that it has today posted a circular to shareholders containing notice of a general meeting ("Meeting") to be held at 10:00am (UK time) on Thursday 17 May 2012 at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London, EC2P 2YU.
Full details on the arrangements and resolutions to be put to the Meeting are detailed in the notice as set out below.
+61 (8) 7324 1935
Thor Mining PLC
+61 (8) 7324 1935
Thor Mining PLC
Gerry Beaney/ David Hignell
+44 (0) 207 383 5100
Grant Thornton Corporate Finance
+44 (0) 1483 413500
+44 (0) 7771 713608
+44 (0) 207 839 9260
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.
RegisteredNumber 05276414 (United Kingdom) ARBN 121117 673 (Australia)
NOTICE OF GENERALMEETING
Date of Meeting: 17 May 2012
Time of Meeting: 10.00am London time
Venue: Grant Thornton
30 Finsbury Square
London EC2P 2YU
This Notice of GeneralMeeting and accompanying Explanatory Memorandum andProxy Form or CDI voting instruction form (as applicable) should be read in their entirety. If Shareholders or CDI holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
NOTICE OF GENERAL MEETING
Notice is hereby given that the GeneralMeeting of Shareholders of Thor MiningPLC will be held at the offices of Grant Thornton, 30 Finsbury Square,London, United Kingdomon 17 May 2012 at 10.00 am (London time) for the purpose of considering and, if thoughtfit, passing the following resolutions which will be proposedas ordinary resolutions in the cases of Resolutions 1to 5 and as a specialresolution in the case of Resolution6.
SPECIAL BUSINESS ORDINARY RESOLUTION
1. To approve and ratify for the purposes of ASX Listing Rule 7.4 the issue and allotment of
27,000,000 Sharesat a price of GBP0.01per Share on 28 November 2011, to a number of placees identified by Simple Investments.
2. To approve and ratify for the purposes of ASX Listing Rule 7.4 the issue and allotment of
11,250,000 Shares at a price of GBP0.01 per Share on 29 December2011, to a number of placees identified by Simple Investments.
3. To approve and ratify for the purposes of ASX ListingRule 7.4 the issue and allotment of
57,000,000 Shares at a price of GBP0.01per Share on 15 February 2012, to a number of placees identified by Simple Investments.
4. To approve for the purposesof ASX Listing Rule 7.1the issue and allotmentof up to 100,000,000
Shares, at an issue price per Share that is not less than the price that is equal 80% of the volume weighted average market price for the Company's Shares over the last 5 trading days on which sales in the Shares were recordedbefore the issue is made, to allottees to be selectedby the Board of Directors of the Company,and otherwise on the termsand conditions detailedin the Notes to the Notice of this General Meeting.
5. That in substitution for all existingand unexercised authorities, the directors of the companybe and they are hereby generallyand unconditionally authorisedfor the purpose of section551of the Companies Act 2006 ('the Act') to exerciseall or any of the powers of the companyto allot equity
securities (within the meaning of Section 560 of the Act) up to a maximum nominalamount of
£300,000 providedthat this authorityshall, unless previouslyrevoked or varied bythe company in general meeting, expire on the earlier of the conclusion of the next Annual GeneralMeeting of the company or 15 monthsafter the passingof this Resolution, unless renewedor extended prior to such time except that the directors of the companymay before the expiry of such period make an offeror agreement which would or might require relevant securitiesto be allotted after the expiry of such period and the directors of the companymay allot relevant securities in pursuance of such offer or agreement as if the authorityconferred hereby had not expired.
6. That, subject to and conditional onResolution 5 being passed, and in substitution for and exclusion of any previouspower given to the Directors,the Directors, pursuant to section 570(1) ofthe Act, be and they are empowered to allot equitysecurities (as definedin section 560(1) of the Act) wholly for cash pursuant to the authorityof the Directors under section551of the Act,
conferred by Resolution 5 above, as if section561(1) of the Act did not apply to any such allotment provided that the power conferredby this resolution shall be limited to:
(a) the allotment of equity securities in connection with a rights issue or any other offer to Shareholders of Shares of 0.3p each in proportion (as nearly as may be practicable) to their respective holdings of such Shares and to holders of other equitysecurities as required by
the rights of those securitiesor as the directors of the Company otherwise consider necessary, but subject to such exclusions or other arrangements as the Directorsmay deem necessary or expedient to deal in relation to treasury shares,fractional entitlements and withlegal or practicalproblems under the laws of, or the requirements of, any regulatory body or any stockexchange; and
(b) the allotment, other than pursuant to (a) above, of equity securities arising from the
exercise of options and warrants outstanding at the date of this resolution
(c) the allotment, other than pursuant to sub-paragraphs (a) and (b) above, of up to a maximum aggregate nominalamount of £300,000.
and shall expire on the earlier of the date of the next Annual GeneralMeeting of the Company or
15 months from the date of the passing of this Resolution save that the company may before such expiry make an offer or agreementwhich would or might requireequity securities to be allotted after such expiry and the directors may allot equitysecurities in pursuanceof such offer or agreement as if the power conferred herebyhad not expired.
If you are a registered holder of Shares whether or not you are able to attend the meeting,you may use the enclosed form of proxy to appointone or more persons to attend and vote on poll on your behalf.A proxy need not be a member of the Company.
A formof proxy is provided and may be sent to:
Computershare InvestorServices PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY
Shareholder help line telephoneis available at 0870 707 1343
COl voting instruction form
Holders of CDis on the Australian CDI registry may only vote by directing CHESS Depositary NomineesPty Ltd ("CHESS" the Depositary Nomineein respect of the CDIs) to cast proxy votes in the manner directed in the CDI voting instruction form enclosed. Please see the Notes to the Noticeof General Meetingfor more details.
The CDI voting instruction form can be returned to:
Computershare InvestorServices Pty Ltd
GPO Box 242, Melbourne, Victoria 3001
Shareholder help line telephoneis available (within Australia) at 1300 850 505 and (outside Australia) at
+613 9415 4000.
The Notes to the General Meeting accompanying this Notice of General Meetingis incorporated in and comprises part of this Notice of GeneralMeeting, and should be read in conjunction with this Notice.
By Orderof the Board
Stephen F. Ronaldson
19 April 2012.
Notes to the Notice of General Meeting
Entitlement to attend and vote
1. Pursuant to Regulation 41of The Uncertificated Securities Regulations 2001and paragraph 18(c)
of The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order
2009, the Companyspecifies that only those members registered on the Company'sregister of members 48 hours beforethe time of the Meetingshall be entitled to attendand vote at the Meeting. In calculating the periodof 48 hours mentioned above no account shall be taken of any part of a day that is not a workingday.
Appointment of proxies
2. If you are a member of the Companyat the time set out in note 1above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and youshould have receiveda proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
3. Aproxy does not need to be a member ofthe Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes tothe proxy form. If you wish your proxy to speakon your behalf at the meeting you will need to appointyour own choice of proxy (not the Chairman) and give your instructions directlyto them.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached
to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Company at Computershare Investor Services in the UK (Refer Page 3).
5. A vote withheld is not a vote in law, which means that the vote will notbe counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will voteor abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinksfit in relation to any other matter which is put before the meeting.
Appointment of proxy usinghard copy proxyform
6. Thenotes to the proxy form explainhow to direct your proxy how to vote on each resolution or withhold their vote.
To appointa proxy using the proxy form, the form must be:
• Completed and signed;
• Sent or delivered to the Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY;and
• received by the CompanySecretary no later than 10.00am(London time) on 15 May 2012, or 48 hours before the time of any adjournedmeeting.
In the case of a member which is a Company,the proxy form must be executed under its common seal or signed on its behalfby an officer of the company or an attorney for the company.
Any power of attorney or any other authorityunder which the proxy form is signed (or a duly certified copy ofsuch power or authority) must be includedwith the proxy form.
Appointment of proxy electronically
7. Asan alternative to completing the hard-copy proxy form, shareholders can vote and appoint a proxyelectronically by going to the following website www.eproxyappointment.com. You willbe asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN as provided on your proxy card and agree to certain terms and conditions. For an electronicproxy to be valid, your appointment must be receivedby Computershare no later than 10.00am (London time) on 15 May 2012, or 48 hours before the time of any adjournedmeeting.
8. You may not use any electronic addressprovided within this notice or any relateddocuments
(including the form of proxy) to communicate with the Company other than as expresslystated.
Appointment of proxyby joint members
9. Inthe case of joint holders, where more than one of the joint holders purports to appoint a proxy,only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding(the first-named beingthe most senior).
Changing proxy instructions
10. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the Cut-offtime for receiptof proxy appointments (see above) also apply in relation to amended instructions; any amend proxy appointment received after the relevant cut-offtime will be disregarded.
Where you have appointed a proxy using the hard-copyproxy form and would like to changethe instructions using another hard-copy proxy form, please contact Computershare Investor Services in the UK (Refer page 3).
If you submitmore than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
11. In order to revoke a proxy instruction you will need to inform the Companyby sending a signed hard copy notice clearly stating your intention torevoke your proxyappointment to the Computershare Investor Services PLC,The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.
In the case of a member which is a company,the revocation noticemust be executedunder its common seal or signed on its behalf by an officer of the company or al') attorney for the company. Any power ofattorney or any other authority under which the revocation noticeis signed (or a duly certifiedcopy of such power or authority) must be includedwith the revocation notice.
In either case, the revocation noticemust be received by the Company Secretaryno later than
48 hours (excluding non-business days) prior to the meeting.
If you attempt torevoke your proxyappointment but the revocation is received afterthe time specified then, subject tothe paragraph directlybelow, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attendingthe meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
Holders of CDIs in the Australian register:
12. Holdersof CDis will be permittedto attend the Meeting but may only vote by directing CHESS Depositary Nominees Pty Ltd ("CHESS" the Depositary Nomineein respect of the CDis) to cast proxy votes in the manner directedin the CDI voting instruction form enclosed.
The CDI voting instruction,together with any power of attorney or other authority(if any) under which it is signed,or a notarially certified copy thereof, should be sent to:
Postal address: Computershare InvestorServices Pty Ltd
Fax number(within Australia): Fax number (from overseas):
1800 783 447
+613 9473 2555
so as to arrive by not later than 5.00pm Australian Western Standard Time (10.00amLondon time) on 14 May 2012 (or 72 hours beforethe time of any adjournedmeeting) i.e. to allow CHESS sufficient time to lodge the combined proxiesin the UK 48 hours before the time of the meeting.
Instructions for completing and lodging the CDI voting instruction form are appendedto it.
You must be registeredas the holder of CDis as at 5.00pm AustralianWestern Standard Time (10.00am London time) on 15 May 2012 (or 48 hours before the time of any adjourned meeting) for your CDI votinginstruction to be valid.
To obtain a copyof the CHESS Depositary Nominee's Financial Services Guide, go to www.asx.com.au/CDis or phone 1300 300 279 if you would like one sent to you by mail.
Issued shares and total voting rights
13. As at 17 April 2012, the Company's issued share capitalcomprised 710,383,067 Sharesof
£0.003 each.Each Share carriesthe right to one vote at a general meeting of the Company and, therefore,
the total number of voting rights in the Company as at 17 April 2012 is 710,383,067.
Communications with the Company
14. Except as provided above, members who have general queriesabout the Meeting should telephone
relevant CompanySecretaries as shown below (no other methods of communication will be accepted).You may not use any electronic address provided eitherin this notice of general meeting; or any related documents (including the chairman's letter and proxy form), to communicate with the Companyfor any purposesother than those expressly stated.
United Kingdomregister Mr StephenRonaldson +44 (0)20 7580 6075
Australian register Mr Allan Burchard +61(0) 8 7324 1935
Notes to Resolutions 1to 3- Ratification of Share Placements
15. ASXListing Rule 7.1provides that, subjectto certain exceptions,prior approvalof Shareholders is
required for the issue of equity securities if the equitysecurities will, when aggregated with theequity
securities issued by the Companyduring the previous 12 months, exceed 15% of the number of ordinary securitieson issue at the commencement of that 12 month period.
16. ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without prior approvalunder ASX ListingRule 7.1is treated as having been made with approval for the purpose
of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the Company's members subsequently approve it.
17. Resolutions 1 to 3 seek approval under ASX ListingRule 7.4 in respect of the issue and allotment of a total of 95,250,000 Shares, and as between those Resolutions, as follows, to a number of placees identified by Simple Investments:
a. Resolution 1- 27,000,000 Shares;
b. Resolution 2 -11,250,000 Shares;and c. Resolution 3-57,000,000 Shares.
18. IfResolutions lto 3 are passed then the Shares the subject of those Resolution will be deemed to have been issued with Shareholder approval and will, therefore, not be countedtowards the 15% limit prescribed by ASX Listing Rule 7.1.
19. ASXListing Rule 7.5 requires that the following information be provided to Shareholders in
respect of each of Resolutions 1 to 3for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:
Total number of Shares issued
Terms of issue of Shares allotted
Issued and allotted as fully paid and ranking equally with existing
Shares on issue
Names of the allottees of the Shares
Clients of Simple Investments
Use of funds raised
Funds raised from each placement have and are being used to fund the Company's exploration and evaluation programmes at its Dundas gold project in Western Australia, Australia and its Spring Hill gold project in the Northern Territory, Australia and to further fund the feasibility study for the Company's Molyhil tungsten/molybdenum project also in the Northern Territory, Australia
The Company will disregard any votes cast on:
• Resolution 1by the placees of the Shares the subject of that Resolution and their respective associates;
• Resolution 2 by the placees of the Shares the subject of that Resolution and their respective associates; and
• Resolution 3 by the placees of the Shares the subject of that Resolution and their respective associates.
However, in the case of each of Resolution 1, 2 and 3, the
Company will not disregard a vote if:
(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Notes to Resolution 4- Approval of issue of Shares
20. As noted above, ASX Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of Shareholders is required for the issue of equity securities if the equity securities will, when aggregated with the equity securities issued by the Companyduring the previous12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.
21. The Company seeks approval under ASX Listing Rule 7.1 to the issue and allotment of up to
100,000,000 Shares such that, if the Company determines to issue that number of Shares (or any of them), the issue and allotment of those Shares will not be counted towards the 15% limit, thereby preserving the Company's placement capacity and giving the Company flexibility to raise additional equity capital as and when required. Resolution 4 seeks this approval. If Resolution 4 is passed, then those Shares, if placed by the Company, will be issued with Shareholder approval and will not be counted towards the 15% limit prescribed by ASX Listing Rule 7.1.
22. ASX Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 4 for the purposesof obtaining Shareholder approval pursuant to ASX Listing Rule 7.1
(a) The maximum number of Sharesthat would be issued by the Companyis 100,000,000
(b) Ifthe Company determines to issue and allot the Shares, the Shares would be issuedno later than 3 months after the date of the General Meeting.
(c) The issue price of the Shareswill be a price per Share that is not less than 80% of the volume weighted average market price for the Company's Sharesover the last 5 trading days on which sales in the Shares were recorded before the issue is made.
(d) The allottees of the Shareswill be persons or entitiesselected by the Board, and may include Chess Depositary Nominees Pty Ltd as nominee for certain placees selected by the Board who will beneficially hold the Sharesallotted to Chess Depositary Nominees Pty Ltd in the form of CDis;
(e) TheShares will be fully paid and will rank equally in all respects with existing Shareson issue.
(f) The fundsraised by the issueof any of the 100,000,000 Shares will be applied towards the Company's Australian exploration activities at its gold projectsat Spring Hill in the Northern Territory and at Dundas in Western Australia, and the areassurrounding the Company's tungsten/molybdenum projectat Molyhil in NorthernTerritory.
(g) Ifthe Company determines to issue and allot the Shares, the latest date by which the Shares would be allotted would be the date that is 3 months after the date of the General Meeting and may be allotted progressively before that date.
(h) TheCompany will disregard any votes cast on Resolution 4 by any person who may participate in the issue of the Shares the subjectmatter of Resolution 4 and any person who might obtain a benefit (except a benefit solely in their capacityas holders of ordinary securities) if Resolution 4 is passed, or any associate of such persons. However,the Company will not disregard a vote if:
(i) it is cast by the person as proxy for a person who is entitledto vote,in accordance with directions on the Proxy Form; or
(ii) it is cast by the person chairing the General Meetingas proxy for a person who is entitled to vote in accordance with a directionon the Proxy Form to vote as the proxy declares.
In this document,the following words and expressions shall, except where the context requires otherwise, have the following meanings:
ASX ASX Limited ACN 008 624 691or the stock exchange operated by ASX Limited (as the context requires)
ASX Listing Rules the listingrules of the ASX
Board the board of Directorsof the Company
Director a directorof the Company
CDI Chess Depositary Interest, being a unit of beneficial ownership of a Share legallyheld by CHESS
Share ordinary sharein the capital of the Company
Shareholder a holderof Shares
Thor or the Company Thor Mining PLC
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