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MarketScreener Homepage  >  Equities  >  London Stock Exchange  >  Thor Mining PLC    THR   GB00BD0NBV71

THOR MINING PLC

(THR)
  Report
Delayed Quote. Delayed London Stock Exchange - 11/30 11:35:06 am
0.97 GBX   -0.51%
10/24THOR MINING : Ragged Range Project - Visible gold in follow up sampling
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10/24THOR MINING : Results of General Meeting
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10/24THOR MINING : Notification of Major Interest in Shares
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Thor Mining : Appendix 3G Amendment

10/24/2020 | 03:35pm EST

This appendix is not available as an online form

Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question

Question

Answer

no

1.1

*Name of entity

Thor Mining Plc

We (the entity here named) give notice of the issue,

conversion or payment up of the following unquoted

+securities.

1.2

*Registration type and number

ARBN: 121117673

Please supply your ABN, ARSN, ARBN, ACN or

another registration type and number (if you supply

another registration type, please specify both the type

of registration and the registration number).

1.3

*ASX issuer code

THR

1.4

*This announcement is

A new announcement

Tick whichever is applicable.

An update/amendment to a previous

announcement

A cancellation of a previous

announcement

1.4a

*Reason for update

To correct an error - exercise price for

Mandatory only if "Update" ticked in Q1.4 above. A

options incorrectly stated as $0.26 instead of

reason must be provided for an update.

$0.026

1.4b

*Date of previous announcement to this

29 September 2020

update

Mandatory only if "Update" ticked in Q1.4 above.

1.4c

*Reason for cancellation

N/A

Mandatory only if "Cancellation" ticked in Q1.4 above.

1.4d

*Date of previous announcement to this

N/A

cancellation

Mandatory only if "Cancellation" ticked in Q1.4 above.

1.5

*Date of this announcement

1 October 2020

+ See chapter 19 for defined terms

31 January 2020

Page 1

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Part 2 - Type of issue

Question

Question

Answer

No.

2.1

*The +securities the subject of this

+Securities issued as a result of options

notification are:

being exercised or other +convertible

Select whichever item is applicable.

+securities being converted and that are

If you wish to notify ASX of different types of issues of

not to be quoted on ASX

securities, please complete a separate Appendix 3G

Partly paid +securities that have been

for each type of issue.

fully paid up and that are not to be

quoted on ASX

+Securities issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

Other [please specify]

If you have selected 'other' please provide the

circumstances of the issue here:

2.2a.1

Please state the number and type of

N/A

options that were exercised or other

+convertible securities that were converted

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

"securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX".

2.2a.2

And the date the options were exercised or

N/A

other +convertible securities were

converted:

Answer this question if your response to Q2.1 is

"securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the

date the last of the options was exercised or

convertible securities was converted.

2.2b.1

Please state the number and type of partly

N/A

paid +securities that were fully paid up

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

"partly paid securities that have been paid up and that

are not to be quoted on ASX".

2.2b.2

And the date the +securities were fully paid

N/A

up:

Answer this question if your response to Q2.1 is

"partly paid securities that have been paid up and that

are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.

+ See chapter 19 for defined terms

31 January 2020

Page 2

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

2.2c.1

Please state the number and type of

7,500,000 Unlisted Options (ESOP)

+securities (including their ASX security

code) issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.2

*Please attach a document or provide

Attached

details of a URL link for a document lodged

with ASX detailing the terms of the

+employee incentive scheme or a

summary of the terms.

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.3

*Are any of these +securities being issued

Yes

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.3.a

*Provide details of the recipients and the number of +securities issued to each of them.

Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that are

not being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the table

below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the

KMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,

insert the name of the associate in "Name of registered holder".

Name of KMP

Name of registered holder

Number of +securities

Ray Ridge

Raymond Ridge atf for

2,500,000

Ridge Family Trust

2.2d.1

*The purpose(s) for which the entity is

To raise additional working capital

issuing the +securities is:

To fund the retirement of debt

Answer this question if your response to Q2.1 is

To pay for the acquisition of an asset

"Other".

You may select one or more of the items in the list.

[provide details below]

To pay for services rendered

[provide details below]

Other [provide details below]

Additional details:

2.2d.2

Please provide any further information

N/A

needed to understand the circumstances in

which you are notifying the issue of these

+securities to ASX, including (if applicable)

why the issue of the +securities has not

been previously announced to the market

in an Appendix 3B

You must answer this question if your response to Q2.1 is "Other". If there is no other information to provide, please answer "Not applicable" or "N/A".

+ See chapter 19 for defined terms

31 January 2020

Page 3

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

2.3

*The +securities being issued are:

Additional +securities in an existing

Tick whichever is applicable

unquoted class that is already recorded

by ASX ("existing class")

New +securities in an unquoted class

that is not yet recorded by ASX ("new

class")

Part 3A - number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is "existing class".

Question

Question

Answer

No.

3A.1

*ASX security code & description

N/A

3A.2

*Number of +securities being issued

N/A

3A.3a

*Will the +securities being issued rank

N/A

equally in all respects from their issue date

with the existing issued +securities in that

class?

3A.3b

*Is the actual date from which the

N/A

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3A.3a is

"No".

3A.3c

*Provide the actual non-ranking end date

N/A

Answer this question if your response to Q3A.3a is

"No" and your response to Q3A.3b is "Yes".

3A.3d

*Provide the estimated non-ranking end

N/A

period

Answer this question if your response to Q3A.3a is

"No" and your response to Q3A.3b is "No".

3A.3e

*Please state the extent to which the

N/A

+securities do not rank equally:

in relation to the next dividend,

distribution or interest payment; or

for any other reason

Answer this question if your response to Q3A.3a is

"No".

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

Part 3B - number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is "new class".

Question

Question

Answer

No.

3B.1

*Security description

Unlisted Options (ESOP 28-SEP-2023, EX

$0.026)

+ See chapter 19 for defined terms

31 January 2020

Page 4

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

3B.2

*Security type

Ordinary fully or partly paid shares/units

Select one item from the list that best describes the

Options

securities the subject of this form. This will determine

more detailed questions to be asked about the security

+Convertible debt securities

later in this section. Select "ordinary fully or partly paid

Non-convertible +debt securities

shares/units" for stapled securities or CDIs. For interest

rate securities, please select the appropriate choice

Redeemable preference shares/units

from either "Convertible debt securities" or "Non-

convertible debt securities". Select "Other" for

Other

performance shares/units and performance

options/rights or if the selections available in the list do

not appropriately describe the security being issued.

3B.3

ISIN code

GB00BD0NBV71

Answer this question if you are an entity incorporated

outside Australia and you are issuing a new class of

securities other than CDIs. See also the note at the top

of this form.

3B.4

*Number of +securities being issued

7,500,000

3B.5a

*Will all the +securities issued in this class

Yes

rank equally in all respects from the issue

date?

3B.5b

*Is the actual date from which the

N/A

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3B.5a is

"No".

3B.5c

*Provide the actual non-ranking end date

N/A

Answer this question if your response to Q3B.5a is

"No" and your response to Q3B.5b is "Yes".

3B.5d

*Provide the estimated non-ranking end

N/A

period

Answer this question if your response to Q3B.5a is

"No" and your response to Q3B.5b is "No".

3B.5e

*Please state the extent to which the

N/A

+securities do not rank equally:

in relation to the next dividend,

distribution or interest payment; or

for any other reason

Answer this question if your response to Q3B.5a is

"No".

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

3B.6

Please attach a document or provide a URL

ESOP attached

link for a document lodged with ASX setting

out the material terms of the +securities

being issued

You may cross reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.

+ See chapter 19 for defined terms

31 January 2020

Page 5

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

3B.7

*Have you received confirmation from ASX

No

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is "No" and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.

3B.8a

Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.

*Will there be CDIs issued over the

+securities?

*CDI ratio

Answer this question if you answered "Yes" to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security

whereas 1:4 means 1 CDI represents 4 underlying

securities).

*Is it a partly paid class of +security?

*Paid up amount: unpaid amount

Answer this question if answered "Yes" to the

previous question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered 'partly paid'

The unpaid amount represents the unpaid or yet to be

called amount on any security considered 'partly

paid'.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then the

paid up and unpaid amount per security in AUD).

*Is it a stapled +security?

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.

3B.8b

Option details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

AUD

This is the currency in which the exercise price is

payable.

*Exercise price

$0.026

The price at which each option can be exercised and

convert into the underlying security. If there is no

exercise price please answer as $0.00.

The exercise price should be provided per the

security currency (i.e. if the security currency is AUD,

the exercise price should be expressed in AUD).

*Expiry date

28 September 2023

The date on which the options expire or terminate.

+ See chapter 19 for defined terms

31 January 2020

Page 6

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

*Details of the number and type of

One CDI (ASX THR)

+security (including its ASX security code if

the +security is quoted on or recorded by

ASX) that will be issued if an option is

exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert "One fully paid ordinary share

(ASX:ABC)".

3B.8c

Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

3B.2.

Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities" for further information on certain terms used in this section

*Type of +security

Simple corporate bond

Select one item from the list

Non-convertible note or bond

Convertible note or bond

Preference share/unit

Capital note

Hybrid security

Other

*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.

Face value

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the

face value per security in AUD).

*Interest rate type

Fixed rate

Select one item from the list

Floating rate

Select the appropriate interest rate type per the terms

Indexed rate

of the security. Definitions for each type are provided

in the Guide to the Naming Conventions and Security

Variable rate

Descriptions for ASX Quoted Debt and Hybrid

Securities

Zero coupon/no interest

Other

Frequency of coupon/interest payments

Monthly

per year

Quarterly

Select one item from the list.

Semi-annual

Annual

No coupon/interest payments

Other

First interest payment date

A response is not required if you have selected "No

coupon/interest payments" in response to the

question above on the frequency of coupon/interest

payments

Interest rate per annum

% p.a.

Answer this question if the interest rate type is fixed.

+ See chapter 19 for defined terms

31 January 2020

Page 7

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

*Is the interest rate per annum estimated

at this time?

Answer this question if the interest rate type is fixed.

If the interest rate per annum is estimated,

then what is the date for this information to

be announced to the market (if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is "Yes".

Answer "Unknown" if the date is not known at this

time.

*Does the interest rate include a reference

rate, base rate or market rate (e.g. BBSW

or CPI)?

Answer this question if the interest rate type is floating

or indexed

*What is the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is "Yes".

*Does the interest rate include a margin

No

above the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed.

*What is the margin above the reference

% p.a.

rate, base rate or market rate (expressed

as a percent per annum)

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is "Yes".

*S128F of the Income Tax Assessment Act

s128F exempt

status applicable to the +security

Not s128F exempt

Select one item from the list

s128F exemption status unknown

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Not applicable

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

"s128F exempt" means interest payments are not

taxable to non-residents;

"Not s128F exempt" means interest payments are

taxable to non-residents;

"s128F exemption status unknown" means the

issuer is unable to advise the status;

"Not applicable" means s128F is not applicable to

this security

*Is the +security perpetual (i.e. no maturity

date)?

*Maturity date

Answer this question if the security is not perpetual

+ See chapter 19 for defined terms

31 January 2020

Page 8

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

*Select other features applicable to the

Simple

+security

Subordinated

Up to 4 features can be selected. Further information

Secured

is available in the Guide to the Naming Conventions

and Security Descriptions for ASX Quoted Debt and

Converting

Hybrid Securities.

Convertible

Transformable

Exchangeable

Cumulative

Non-Cumulative

Redeemable

Extendable

Reset

Step-Down

Step-Up

Stapled

None of the above

*Is there a first trigger date on which a right

of conversion, redemption, call or put can

be exercised (whichever is first)?

*If yes, what is the first trigger date

Answer this question if your response to the previous

question is "Yes".

Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the securities to be quoted are

converted, transformed or exchanged

Answer this question if the security features include

"converting", "convertible", "transformable" or

"exchangeable".

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security

code ABC, please insert "1,000 fully paid ordinary

shares (ASX:ABC)".

Part 4 - Issue details

Question

Question

Answer

No.

4.1

*Have the +securities been issued yet?

Yes

4.1a

*What was their date of issue?

29 September 2020

Answer this question if your response to Q4.1 is

"Yes".

4.1b

*What is their proposed date of issue?

Answer this question if your response to Q4.1 is "No".

4.2

*Are the +securities being issued for a

No

cash consideration?

If the securities are being issued for nil cash

consideration, answer this question "No".

+ See chapter 19 for defined terms

31 January 2020

Page 9

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

4.2a

*In what currency is the cash consideration

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is

"Yes".

4.2b

*What is the issue price per +security

Answer this question if your response to Q4.2 is "Yes"

and by reference to the issue currency provided in

your response to Q4.2a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q4.2 as "No" and complete Q4.2c.

4.2c

Please describe the consideration being

N/A securities being provided to employees

provided for the +securities

under the terms of a shareholder

Answer this question if your response to Q4.2 is "No".

approved ESOP

4.3

Any other information the entity wishes to

N/A

provide about the issue

Part 5 - Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

5.1

*ASX security code and description

*Total number of +securities on issue

THRAM ORDINARY SHARES

890,231,351

THRAK OPTION EXPIRING VARIOUS DATES

103,558,823

EX VARIOUS PRICES

THRAN OPTION EXPIRING 08-JUL-2023 EX

24,000,000

0.95C

OPTIONS EXPIRING 28-SEP-2022 EX 1.0P

61,875,000

OPTIONS ESOP EXPIRING 28-SEP-2023 EX

7,500,000

2.6C

+ See chapter 19 for defined terms

31 January 2020

Page 10

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Part 6 - Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

  • your response to Q2.1 is "+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX"; or
  • your response to Q2.1 is "Other"

Question

Question

Answer

No.

6.1

*Are the securities being issued under

Yes

Listing Rule 7.2 exception 131 and therefore

the issue does not need any security holder

approval under Listing Rule 7.1?

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

6.2

*Has the entity obtained, or is it obtaining,

+security holder approval for the issue

under listing rule 7.1?

Answer this question if the response to Q6.1 is "No".

6.2a

*Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the response to Q6.1 is "No"

and the response to Q6.2 is "Yes".

6.2b

*Are any of the +securities being issued

without +security holder approval using the

entity's 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is "No"

and the response to Q6.2 is "No".

1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

  1. in the case of a scheme established before the entity was listed - a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
  2. the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
    • a summary of the terms of the scheme.
    • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
    • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
    • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

+ See chapter 19 for defined terms

31 January 2020

Page 11

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

6.2b.1 *How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

Answer this question if the response to Q6.1 is "No", the response to Q6.2 is "No" and the response to Q6.2b is "Yes".

Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.

6.2c *Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?

Answer this question if the response to Q6.1 is "No" and the response to Q6.2 is "No".

6.2c.1 *How many +securities are being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

Answer this question if the response to Q6.1 is "No", the response to Q6.2 is "No" and the response to Q6.2c is "Yes".

Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.

Introduced 01/12/19; amended 31/01/20

+ See chapter 19 for defined terms

31 January 2020

Page 12

THOR MINING PLC - RULES OF THE EMPLOYEE SHARE OPTION PLAN

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Rules, unless the contrary intention appears:

AIM means the AIM market of the London Stock Exchange;

"Associated Company" means at any time any body corporate that at that time is a related body corporate of the Company within the meaning of section 50 of the Corporations Act;

"ASX" means ASX Limited and includes any body corporate which may hereafter succeed to the powers, functions and duties of ASX Limited;

"Board" means the directors acting as the board of directors of the Company;

"Business Day" means a day on which the stock market of AIM is open for trading in securities;

"Certificate" means the certificate issued by the Company to a Holder in respect of an Option;

"Company" means Thor Mining plc;

"Corporations Act" means Corporations Act 2001 (Cth);

"Director" means a director of a Group Company from time to time;

"Eligible Person" means at any time a person who then is an employee, or a director of Thor Mining plc (whether full-time or part-time);

"Exercise Price" means, in respect of an Option, the subscription price per Share, determined in accordance with clause 12, payable by a Holder on exercise of the Option;

"Expiry Date" means, in relation to an Option, the period of 5 years from and including the Issue Date of the Option, or as otherwise determined by the Directors;

"Group" means, collectively the Company and each of the Associated Companies;

"Group Company" means the Company or any Associated Company;

"Holder" means, in relation to an Option, the person (whether an Eligible Person or a Permitted Nominee) entered in the Company's register of options as the holder of that Option;

"Issue Date" means, in relation to an Option, the date on which the Company grants that Option;

"Listing Rules" means the Official Listing Rules of ASX;

"Market Value" means:

  1. the average closing sale price per Share (weighted by reference to volume) recorded on the stock market of AIM during the five trading days immediately preceding the day on which the Board resolves to offer an Option (excluding special crossings and overnight sales); or
  1. in circumstances where there has been no trading in the Shares during the five trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of AIM (excluding special crossings and overnight sales);

"Option" means an Option issued under the Plan to subscribe (subject to clause 11) for a Share;

"Permanent Disablement" means, in relation to an Eligible Person, that the Eligible Person has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Eligible Person unlikely ever to engage in any occupation for which he is reasonably qualified by education, training or experience;

"Permitted Nominee" has the meaning given to it by clause 5.4;

"Plan" means the Thor Mining plc Employee Share Option Plan established in accordance with these Rules;

"Redundancy" means, in relation to an Eligible Person, a determination by the Board that the relevant Group Company's need to employ a person for the particular kind of work carried out by that Eligible Person has ceased (but, for the avoidance of any doubt, does not include the dismissal of an Eligible Person for personal or disciplinary reasons or where the Eligible Person leaves the employ of any Group Company of his own accord);

"Retirement" means, in relation to an Eligible Person, retirement by that Eligible Person from any Group Company at age 60 or over or such earlier age as considered appropriate by the Board;

"Rules" means these rules, as amended from time to time:

"Shares" means fully paid ordinary shares in the capital of the Company.

"Trigger Event" means:

  1. the despatch of a notice of meeting to consider a scheme of arrangement or similar plan between the Company and its creditors or any members or members or any class thereof;
  2. the service of a bidder's statement or a like document on the Company
  3. the date upon which a person or a group of associated persons becomes entitled, subsequent to the Issue Date of the Option, to sufficient Shares to give it or them the ability in general meeting to replace all or elect a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

1.2 Interpretation

In these Rules, unless the contrary intention appears:

  1. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
  2. the singular includes the plural and vice versa;
  3. a reference to a gender includes all genders; and
  4. an expression defined in, or given a meaning for the purposes of, the Corporations Act or the Listing Rules has the same meaning where used in these Rules.
    1. ESTABLISHMENT AND TERMINATION OF THE PLAN
  1. The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute and uncontrolled discretion.
  2. The Board may terminate the Plan, or suspend its operation for any period it considers desirable, at any time that it considers appropriate.
  3. The Board may not issue any further Options after the Plan has been terminated. However, these Rules will continue to apply to Options on issue at the date of such termination until the last of those Options lapses or is exercised.
    1. NUMBER OF OPTIONS TO BE ISSUED

The Company shall not offer or issue Options to any Eligible Person in accordance with the plan if the total number of shares the subject of Options, when aggregated with:

  1. the number of shares in the same class which would be issued were each outstanding offer or invitation or option to acquire unissued shares in the Company, being an offer or invitation made or option acquired pursuant to the Plan or any other employee share scheme extended only to employees (including directors) of Group Companies, to be accepted or exercised (as the case may be); and
  2. the number of shares in the same class issued during the previous five years pursuant to the Plan or any other employee share scheme extended only to employees (including directors) of Group Companies,

(disregarding any offer or invitation which, does not need disclosure to investors), would exceed 5% of the total number of issued shares in that class of the Company as at the time of the proposed offer or issue.

  1. 4. ENTITLEMENT TO PARTICIPATE

  2. The Board may from time to time determine in its absolute and uncontrolled discretion that any Eligible Person is entitled to participate in the Plan and the extent of that participation. The determination of the Board shall be binding and neither the Board nor any director of the Company shall be obliged to give any reason for a determination.
  3. The Board may exercise its powers in relation to the participation of any Eligible Person on any number of occasions.
  4. An Eligible Person may not participate in the Plan unless that Eligible Person has been in continuous employment with a Group Company for at least 6 months prior to the Issue Date.
  5. Future entitlements under the Plan shall not form part of any contract of employment between any Group Company and any of its employees. Participation in the Plan by an Eligible Person shall not confer directly or indirectly on any such employee any legal or equitable right whatsoever against any Group Company.

5. OFFER OF OPTIONS

5.1 Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may offer Options to any Eligible Persons at such times and on such terms as the Board considers appropriate in its absolute and uncontrolled discretion. Each offer must state:

    1. that the Eligible Person to whom it is addressed may accept the whole or any lesser number of Options offered. The offer may stipulate a minimum number of Options and any multiple of such minimum or any other number which may be accepted;
    2. the period within which the offer may be accepted;
    3. any conditions which must be met prior to the vesting of the Options;
    4. any restrictions on the disposal of the underlying Shares that will be issued on exercise of the Options; and
    5. any other matters which the Board may determine.
  1. Upon receipt of an offer of Options, an Eligible Person may, within the period specified in the offer;
    1. accept the whole or any lesser number of Options offered by notice in writing to the Board;
    2. nominate a nominee in whose favour the Eligible Person wishes to renounce the offer by notice in writing to the Board. The Board may, in its absolute and uncontrolled discretion, resolve not to allow such renunciation of an offer in favour of a nominee without giving any reason for such decision; or
    3. reject the offer.
  2. Each Option will be issued free.
  3. Upon:
    1. receipt of the acceptance referred to in paragraph 5.2(a); or
    2. the Board resolving to allow a renunciation of an offer in favour of a nominee ("Permitted Nominee") and the Permitted Nominee accepting as Holder or joint Holder the whole or any lesser number of Options offered by notice in writing to the Board,

then the Eligible Person and/or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be issued Options subject to these Rules.

  1. Certificates for Options will be dispatched within 10 Business Days after their Issue Date (or within such lesser period (if any) as may be required by the Listing Rules). Certificates will be accompanied by advice of the Issue Date, Number of Options, Exercise Price, Expiry Date, and any additional terms or conditions attaching to the offer.
  2. If Options are issued to a Permitted Nominee of an Eligible Person, the Eligible Person must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules.
    1. QUOTATION
  1. The Company will not apply for official quotation by ASX of any Options under this Plan
  2. Application will be made to ASX within 10 business days after the date of allotment (or within such lesser period as may be required by the Listing Rules) for official quotation of Shares issued pursuant to the exercise of Options, if the Shares are listed on ASX at that time.
    1. NOT TRANSFERABLE
  1. Subject to clause 10.3, Options are not transferable.
  2. Options will lapse upon receipt by the Company of a notice of surrender from a Holder, specifying the details of the Options to be surrendered, and accompanied by the relevant Certificate.
    8. EXERCISE OF OPTIONS
  1. Subject to these Rules, Options may be exercised at any time during the period commencing on the later of the Issue Date and the date the Option vests in accordance with its terms and conditions of issue and ending on the Expiry Date.
  2. Options not exercised on or before the Expiry Date will automatically lapse.
  3. Options may only be exercised by notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and must be accompanied by:
    1. the Exercise Price for the number of Options specified in the notice; and
    2. the Certificate for those Options, for cancellation by the Company.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque).

8.4 Subject to clause 8.2, within 10 Business Days after the notice referred to in clause 8.3 becomes effective (or within such lesser period (if any) as may be required by the Listing Rules), the Board must;

  1. allot and issue the number of Shares specified in the notice to the Holder;
  2. cancel the Certificate for the Options being exercised; and
  3. if application, issue a new Certificate for any remaining Options covered by the Certificate accompanying the notice.

9. SHARES ALLOTTED ON EXERCISE OF OPTIONS

All Shares allotted upon exercise of Options rank pari passu in all respects with Shares previously issued and, in particular, entitle the Holders to participate fully in;

  1. dividends declared by the Company after the date of allotment; and
  2. all issues of securities made or offered pro rata to holders of Shares.

10. CEASING TO BE AN ELIGIBLE PERSON

10.1(a) If at any time prior to the Expiry Date of any Options, an Eligible Person ceases to be an Eligible Person for any reason other than Retirement, Permanent Disability, Redundancy or death, all Options held by such Eligible Person or his Permitted Nominee (as the case may be), will, to the extent that they have not been exercised beforehand, automatically lapse on the first to occur of;

i.The expiry of the period of 3 calendar months form the date of such occurrence, and

ii.The Expiry Date.

  1. (b) Notwithstanding the provisions of Clause 10.1(a), in the event that in the reasonable opinion of the Board an Eligible Person is dismissed for a reason which entitles a Group Company to dismiss that person without notice, or in circumstances of an act of fraud, defalcation or gross misconduct in relation to the affairs of a Group Company or doing any act which brings a Group Company into disrepute, then Options held by the person or their nominee will lapse forthwith.
  2. A certificate signed by the company secretary of the Company stating that a person ceased for any reason to be an Eligible Person shall (in the absence of manifest error) be conclusive for the purposes of the Plan, both as to such occurrence and the date of such occurrence.
  3. If at any time prior to the Expiry Date of any Options a Holder dies, the deceased Holder's legal personal representative may:
    1. elect to be registered as the new Holder of the deceased Holder's Options;
    2. whether or not he becomes so registered, exercise those Options as if it were the Holder of them in accordance with these Rules; and
    3. if the deceased Holder had already given the Company a notice of exercise of his Options, pay the Exercise Price in respect of those Options.

11. ENTITLEMENT TO PARTICIPATE IN FUTURE ISSUES

11.1 New Issues

Holders may only participate in new issues of securities to holders of Shares if an Option has been exercised and Shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give at least four Business Days' notice (or such greater period of notice (if any) as may be required by the Listing Rules) to Holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

11.2 Bonus Issues

If there is a bonus share issue ("Bonus Issue") to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Holder would have received if the Option had been exercised before the record date for the Bonus Issue ("Bonus Shares"). Upon issue the Bonus Shares will rank pari passu in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

11.3 Pro Rata Issue

If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares, the Exercise Price of an Option will be reduced according to the following formula:

A = O - E[P - (S+D)]

N + 1

A = the new exercise price of the Option O = the old exercise price of the Option

E = the number of Shares into which one Option is exercisable

P = the volume weighted average market price per Share, calculated over the 5 trading days immediately preceding the ex rights date or ex entitlements date

S = the subscription price for a security under the pro rata issue

D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).

N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

  1. Reorganisation of Capital
    1. If, prior to the expiry or lapse of any Options, there is a reorganisation of the issued capital of the Company, those Options will be reorganised to the extent necessary to comply with the Listing Rules.
    2. If, prior to the expiry or lapse of any Options, the Company offers other securities to shareholders, the Board will, subject to compliance with the Listing Rules and without derogating from clause 11.1, determine in its absolute discretion whether the other securities are to be offered to Holders upon the exercise of Options or whether any other equivalent securities, interest or rights will be offered to them, and the basis thereof, to the intent that on the Exercise of the Options, the Holders may be treated whenever possible as if they were Shareholders at the Issue Date.
    3. If a Trigger Event occurs, the Board may determine:
      1. that a Holder may Exercise the Options at any time after the date of such an event until a date determined by the Board acting bona fide so as to permit the holder to participate in any change of control rising from a Trigger Event provided that the Board will as soon as practicable advise each Holder in writing of such determination. Thereafter Options which have not been exercised and have not expired shall lapse.
      2. to use its reasonable endeavours to procure that an offer is made to Holders on like terms (having regard to the nature and value of the Options) to the terms proposed under the Trigger Event in which case the Board shall determine an appropriate period during which Holders may elect to accept the offer and, if the Holder has not so elected at the end of that period, the Options shall immediately become exercisable, and if not exercised within 10 days or otherwise expired, shall lapse.
  2. Advice

In accordance with the Listing Rules, the Company must give notice to each Holder of any adjustment to the number of Shares for which the Holder is entitled to subscribe or to the Exercise Price pursuant to the provisions of clauses 11.2, 11.3 or 11.4.

12. EXERCISE PRICE OF OPTIONS

The Exercise Price of each Option will be determined by the Board when it resolves to offer the Option and will be not less than the Market Value of a Share at that time.

  1. AMENDMENTS TO THE RULES
    The Board may alter, delete or add to these Rules at any time (save for the provisions of clause 3), but, where the Company is admitted to the Official List of ASX, its resolution to do so has no effect unless the requirements of the Listing Rules in relation to the alteration, deletion or addition have been complied with.
  2. NOTICES
    Where possible notices will be despatched to Holders electronically to relevant addresses supplied by holders. Otherwise, notices may be given by the Company to any Holder either personally or by sending by post to his address as noted in the Company's records or to the address (if any) supplied by him to the Company for the giving of notices. Where a notice is sent by post the notice shall be deemed to be served on the second day after posting. The signature of any notice may be given by any Director or Secretary of the Company. A notice of exercise of Options shall not be deemed to be served on the Company until actually received.
  3. ADVICE

Eligible Persons are to obtain their own advice at their own expense on financial, taxation and other consequences to them of or in relation to their participation in the Plan. By accepting an offer under the Plan, a person acknowledges that they have not relied on representation made by the Company, the Board or any member of the Board

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Thor Mining plc published this content on 01 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 October 2020 19:34:06 UTC


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