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2023 ReportCompany Information Registered Number United Kingdom Australia 05 276 414 121 117 673 Incorporation Incorporated in England on 3 November 2004, as Thor Mining Ltd, and reregistered as a public com pany, Thor Mining Plc on 6 June 2005. Directors Michael Robert Billing Michael Kevin Ashton Gregory Michael Durack Trevor John Ireland David Edward Thomas Company Secretary Stephen Ronaldson Allan Burchard Registered Office 3rd Floor 55 Gower Street London WC1E 6HQ (Executive Chairman) (Non-Executive Director) (Non-Executive Director) (Non-Executive Director) (Non-Executive Director) (United Kingdom) (Australia) Australian Office Level 1, 32 Richmond Road Keswick, South Australia 5035 Telephone: Fax: Email: +61 (0) 8 7324 1935 +61 (0) 8 8351 5169 corporate@thormining.com Website www.thormining.com Nominated Advisor to the Company Grant Thornton UK LLP 30 Finsbury Square London EC2P 2YU United Kingdom Telephone: Fax: +44 (0) 20 7383 5100 +44 (0) 20 7184 4308 Auditors and Reporting Accountants Chapman Davis LLP 2 Chapel Court London S E 1 1HH Solicitors to the Company United Kingdom Ronaldsons LLP 3rd Floor 55 Gower Street London WC1E 6HQ Australia Watson Lawyers Ground Floor, 60 Hindmarsh Square Adelaide, South Australia 5000 Address of Share Registrars United Kingdom Computershare Investor Services Plc PO Box 82 The Pavilions, Bridgewater Road Bristol BS99 6ZY Telephone: Fax: +44 (0) 870 703 1343 +44 (0) 870 703 6114 Australia Computershare Investor Services Pty Ltd GPO Box 182 Level 2, 45 St Georges Terrace Perth, W estern Australia 6000 Telephone: Fax: +61 (0) 8 9323 2000 +44 (0) 8 9323 203 For personal use only Chairman’s Statement The year ended June 2013 was a challenging period for many small resource companies, and Thor shared a number of those challenges. Depressed financial markets and delays in achieving critical milestones at our Molyhil Tungsten Project tried the patience of the management team and investors. However, we made very good progress at our gold project at Spring Hill, and have increasing confidence of a positive outcome for Molyhil in due course. Tungsten At Molyhil, following completion of the Definitive Feasibility Study, we commenced marketing activities to secure concentrate off-take agreements, as well as a number of optimisation initiatives to extend the life of the project and improve commercial returns. While these efforts have not yet resulted in the ultimate desired outcomes, substantial progress has been made, and it is hoped that we will be able to announce positive results before the end of this calendar year. Gold Within the two years since the acquisition of the initial 25% interest in Spring Hill, substantial progress has been made. This year, in addition to extending the resource, a Memorandum of Understanding was signed for processing of ore at a nearby facility, and on 24 June 2013 we announced the results of a study which may lead to the commencement of gold production, at very low capital cost, within the next twelve months. Thor now holds a 51% interest in Spring Hill and we expect to achieve our goal to increase this interest to 80% by the due date of 31 January 2014. At Dundas in Western Australia, progress was limited as we concentrated all available funds on the other projects; however, looking forward, we hope to be in a position to test a number of promising targets in the near term. Corporate activities During the year under review, we continued to raise funds from a number of share placings (or “placements”) to new and existing institutional and sophisticated investors in the United Kingdom. An Open Offer to all shareholders in the first half of 2013 also contributed funds and I thank those shareholders who supported the company at the time. In addition, the company has borrowed A$1 million to assist in funding our exploration and development activities, as well as general working capital requirements. The lender has been provided with mortgages over certain of the Group’s tenements, and options to acquire shares in the company to a value of $1 million, exercisable in March 2016 and June 2016. Personnel The Directors and I gratefully acknowledge the efforts of our very small team including contractors and consultants who have assisted us during the past year and continue to assist as we explore our projects and move towards development of mining operations. Outlook The Directors are confident of continued progress across the Group in the coming year. We look forward with confidence to commencing development at Molyhil, and also to building the size and scope of our gold portfolio. Michael Billing Chairman and Chief Executive Officer 20 September 2013 For personal use only REVIEW OF OPERATIONS Molyhil Tungsten Project Molyhil Definitive Feasibility Study (DFS) The 100% owned Molyhil tungsten project is located 220 kilometres north-east of Alice Springs (320km by road) within the prospective polymetallic province of the Proterozoic Eastern Arunta Block in the Northern Territory. In June 2012 Thor completed the necessary mining and production schedules and incorporated the results into a feasibility model, along with previously published parameters, to produce the feasibility study, the outcome of which was positive. Figure 1: Molyhil Location Map The results of the study show: • EBIT returns provide for 21 month payback period • All equity Net Present Value (NPV) of A$28 million at a discount rate of 8% (A$23 million @ 10% or A$36 million @ 5%) after tax. • All equity Internal Rate of Return (IRR) of 24% after tax. • Production cost of A$125/metric tonne unit (mtu) concentrate (after deduction of molybdenum bi- product credits) compared with revenue of A$354/mtu. • Mine life of 4 years, derived from the updated open cut ore reserve statement published on 30 May 2012. • Capital expense of A$70 million. • Before tax surplus cash of A$62 million after recovering the original investment. The DFS was prepared by Thor Mining PLC using data and information supplied by third party consultants for key components, including: • Resource estimates and open cut ore reserve statement; • Mine planning; • Capital and operating costs; • Metallurgical processes and outcomes; • Commodity prices and exchange rates; • Environmental studies Molyhil Development Schedule The development schedule for Molyhil is based on the timing of execution of sales agreements for off-take of tungsten concentrates, and molybdenum concentrates, and also securing finance. Settlement of these, in depressed market conditions, has experienced unfortunate delays, however directors are committed to this process and there is confidence that these will be secured in the near term. From the time of approval of finance, the period to production of first concentrates is estimated at 12 months. For personal use only Molyhil Enhancement Potential The Molyhil mining plan is derived from the open cut ore reserve statement, and therefore the life of the proposed operation in the DFS is of the order of 4 years. Pit optimisation studies by Runge, however, reveal that a relatively modest 7% improvement in economic factors has the potential to increase the reserve and mining life by over 50%. By contrast, a 20% deterioration in economic factors shows a modest 13% reduction in mining life and reserve. The potential beyond the current estimated life may include: • Extending the open cut operation and/or underground mining to extract more of the 65% of the resource, laterally and at depth, which is not included in the ore reserve. This may be achieved via a number of initiatives which are expected to reduce the cost of production, thus rendering more of the resource economically viable to extract. • Exploitation of potential resources to be developed from other known tungsten occurrences and exploration targets within viable trucking distance of Molyhil. (Figure 2) Figure 2: Known mineralisation adjacent to Molyhil. (Blue outlines indicate Molyhil tenements) Metal Prices A the time of writing this report the selling price in Europe of Tungsten APT sits at US$415/mtu, while the price of Molybdenum Roasted Concentrates is US$9.65/lb (Figure 3). Figure 3: Tungsten & Molybdenum price movements (Metal Pages.com) For personal use only Spring Hill Gold Project The Spring Hill project is located approximately 150 km south of Darwin in the Northern Territory. The location is served by all-weather access and is in close proximity to the sealed arterial Stuart Highway, north– south rail, gas pipeline and trunk power lines. Thor holds a 51% interest in this project, and is in the process of exercising rights to acquire up to an 80% interest. Figure 4: Spring Hill Location Map During the year Thor signed a non-binding Memorandum of Understanding (MOU) in respect of toll treatment of ore from Spring Hill. The agreement is between Spring Hill’s two co-venturers, Thor Mining PLC and Western Desert Resources Limited (ASX: WDR), and Crocodile Gold Australian Operations Pty Ltd, a subsidiary of Toronto-listed Crocodile Gold Corporation (TSX “CRK”). Crocodile Gold operates the Union Reefs gold processing facility, approximately 20 kilometres from Spring Hill, and currently has excess processing capacity. Subsequently, In June 2013 the directors announced that Thor is preparing for mine development at Spring Hill following positive results of a study to extract near surface oxide ore from the project. An opportunity has been identified which may expedite early environmental and regulatory approval to mine shallow oxidised ore by constraining the initial mine plan to extract only near surface oxide material for processing off-site. Mining of deeper transition and primary ore will be subject to subsequent studies and approval applications. This resulted from a pit optimisation study which determined that approximately 900,000 tonnes of ore from the upper portions of the resource can be mined, delivering over 40,000 ounces of gold at a cost of below A$1,100/oz. Exploration During the 2012 dry season, a drilling program successfully demonstrated that mineralisation continued at depth below the existing Hong Kong lode, and also identified a potential new zone of mineralisation located between the Hong Kong and Western lodes (figures 5 & 6). The objectives of the 2013 dry season drilling program include testing for confirmation that this new zone of mineralisation extends towards the surface. For personal use only Proposed drill holes Proposed drill hole Figures 5 & 6: target zone between known resource outlines above mineralisation intersected durng the 2012 diamond drilling program. Resource Upgrade Following completion of the 2012 drilling program an independent resource update estimate was commissioned. The result of the Spring Hill resource estimate update is an Indicated Resource of 450,000 oz. gold within 10.0Mt @ 1.40 grams per tonne (g/t) gold using a 0.5 g/t cut-off grade, to a maximum depth of 150 metres, which is considered the nominal limit for open pit mining. The entire resource is classified as Indicated. The updated resource represents up to an 11.8% increase in contained metal over the previous estimate completed in 2003. The mineralisation continues at depth. For personal use only Exploration projects Dundas Gold Project Thor holds a 60% interest in the Dundas Gold Project south-east of Norseman in Western Australia, and has rights to increase that equity to 100%. Two prospects with geochemical anomalies (Algron & Bifrost) are scheduled and permitted for drill testing as soon as finance for the program is available. Reverse circulation (RC) drilling will follow up positive aircore drilling results. Figure 7: Dundas Location Map Figure 8: Dundas Gold in Calcrete Anomalies over magnetic intensity background The information in this report that relates to exploration results is based on information compiled by Richard Bradey, who holds a BSc in applied geology and an MSc in natural resource management and who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Bradey is an employee of Thor Mining PLC. He has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Richard Bradey consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. For personal use only Reserves and Resources Tungsten and Molybdenum Summary of Molyhil Mineral Resource Estimate Classification Resource Tonnes WO3 Mo Grade % Tonnes Grade % Tonnes Indicated 3,820,000 0.29 10,900 0.13 4,970 Inferred 890,000 0.25 2,200 0.14 1,250 Total 4,710,000 0.28 13,100 0.13 6,220 Fe Grade % 18.8 15.2 18.1 Mineral Resource reported at 0.1% combined Mo + WO3 Cut-off and above 200mRL only. Note: minor rounding errors may occur in compiled totals. Molyhil Open Cut Ore Reserve Statement Classification Reserve WO3 Mo Tonnes Grade % Tonnes Grade % Tonnes Probable 1,640,000 0.42 6,900 0.13 2,200 Total 1,640,000 0.42 6,900 0.13 2,200 Notes: • Estimate has been rounded to reflect accuracy • All estimates are on a dry tonne basis • The reserve estimate extends to a maximum depth below surface of 122 metres • The statement is derived from the Indicated portion of the resource estimate only, and the Inferred portion is excluded from the calculations. The long term prices used were A$388/mtu for WO3 and A$15.6/lb for Mo at an exchange rate of US$0.83 to A$1.00. The WO3 and Mo Processing Recovery used was 85% and 80% respectively. The information in this report that relates to the Molyhil Mineral Resource is based on information compiled by Mr Trevor Stevenson who is a Fellow and Chartered Professional of the Australasian Institute of Mining and Metallurgy, a member of the Mineral Industries Consultants Association and is a full-time employee of RungePincockMinarco Limited. Mr Stevenson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Stevenson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The Molyhil Ore Reserves estimate in the Statement was based on information compiled and reviewed jointly by Mr Alan Dickson and Dr Andrew Newell. Alan Dickson is a Fellow and Chartered Professional of the Australasian Institute of Mining and Metallurgy, and is an associate of RungePincockMinarco. Alan Dickson, has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify him as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Andrew Newell is a Chartered Professional Member of both the Australasian Institute of Mining and Metallurgy and the Institute of Engineers, Australasia and a full time employee of RungePincockMinarco. Andrew Newell, has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify him as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. For personal use only Gold Spring Hill Resource Estimate Zone of Oxidation Transition Zone Unweathered Zone Total Tonnes (Mt) 4.6 1.3 4.06 10.0 Grade g/t Au 1.28 1.41 1.54 1.4 Contained Gold (K oz.) 190 59 201 450 Notes: Thor Mining PLC holds equity rights to 80%of this resource Cut-off grade: 0.5 g/t. Total resource classified as indicated. Estimate: McDonald Speijers, November 2012 The information in this report that relates to the Spring Hill Mineral Resource is based on information compiled by Diederik Speijers who is a Fellow of The Australasian Institute of Mining and Metallurgy. Mr Speijers is the principal of consulting firm McDonald Speijers. He has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Diederik Speijers consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. For personal use only Directors’ Report The Directors are pleased to present this year’s annual report together with the consolidated financial statements for the year ended 30 June 2013. Review of Operations The net result of operations for the year was a loss of £1,124,000 (2012 loss: £959,000). A detailed review of the Group’s activities is set out in the Review of Operations. Directors and Officers The names and details of the Directors and officers of the company during or since the end of the financial year are: Michael Robert Billing – CPA – B Bus MAICD - Executive Chairman and CEO. Mick Billing has over 38 years of mining and agri-business experience and a background in finance, specialising in recent years in assisting in the establishment and management of junior companies to the position where they can be sustainable businesses. His career includes experience in company secretarial, senior commercial, and CFO roles including lengthy periods with Bougainville Copper Ltd and WMC Resources Ltd. He has worked extensively with junior resource companies over the past 15 years. He was appointed to the Board in April 2008. He is also a director of ASX listed company Southern Gold Limited and is a past director of Western Desert Resources Limited. Michael Kevin Ashton – Non-Executive Director Mick Ashton owns a timber manufacturing business located in South Australia and is a major shareholder in a successful exploration drilling company located in Victoria, which has both Australian and international activities. He has extensive knowledge and experience in the exploration and mining industries, which dates back over 40 years. He was appointed to the Board in April 2008. He is also a Director of ASX listed company Western Desert Resources Limited. Gregory Durack – Non-Executive Director Greg Durack is a Member of the Australian Institute of Mining and Metallurgy. He is a metallurgist, with over 30 years’ experience in Australia, Papua New Guinea and Greece having worked primarily on gold projects, in operational and development management roles. Greg was appointed to the Board in July 2005. He is a past Chief Executive Officer of ASX listed company, Jupiter Mines Limited. Trevor John Ireland – F.Aus IMM - Non-Executive Director Trevor Ireland is a geologist with more than 40 years experience in mineral exploration and corporate management. He has been involved both as a Manager and as a Company Director with mineral discoveries, economic evaluations and new mine developments covering gold, nickel, uranium and bauxite deposits in Australia and in several African countries. He is particularly associated with the discovery and development of The Granites and Callie gold mines in the Tanami region of the Northern Territory by North Flinders Mines Ltd. He served as a Director and Exploration Manager – Europe & Africa for Normandy La Source SAS, overseeing the evaluation of Ahafo and Akeyem gold ore bodies in Ghana, and Tasiast gold in Mauritania, all of which have subsequently reached development or operating status. He is currently a consultant to a number of junior resources companies. Trevor was appointed to the Board in March 2010. David Edward Thomas – BSc(Eng), ARSM, FIMM, FAusIMM (CPMin) - Non-Executive Director David Thomas is a Mining Engineer from Royal School of Mines, London, with experience in all facets of the mining industry. He has worked for Anglo American in Zambia, Selection Trust in London, BP Minerals, WMC and BHP Billiton in Australia in senior positions in mine and plant operational management, and is experienced in project management and completion of feasibility studies. He has also worked as a consultant in various parts of the world in the field of mine planning, process plant optimisation, business improvement and completion of studies. His most recent role was as Deputy Project Director for BHP Billiton’s proposed expansion at Olympic Dam, South Australia. David was appointed to the Board 11 April 2012. For personal use only Allan Burchard - Chief Financial Officer/Company Secretary Mr. Allan Burchard was appointed as Chief Financial Officer and Company Secretary in November 2010. He is a chartered accountant with 40 years experience, including 20 years as an audit partner in Australia and Kazakhstan with KPMG, an international accounting and advisory firm. He continues to hold Board and advisory positions with a number of Adelaide based private companies and not-for-profit organisations. Stephen F Ronaldson – Joint Company Secretary (U.K.) Mr Stephen Ronaldson is the joint company secretary as well as a partner of the Company’s UK solicitors, Ronaldsons Solicitors LLP Mr Ronaldson has an MA from Oriel College, Oxford and qualified as a Solicitor in 1981. During his career Mr Ronaldson has concentrated on company and commercial fields of practice undertaking all issues relevant to those types of businesses including capital raisings, financial services and Market Act work, placings and admissions to AIM and Ofex. Mr Ronaldson is currently company secretary for a number of companies including eight AIM listed companies. Richard Bradey – Exploration Manager Mr Richard Bradey is a Geologist with over 20 years exploration and development experience. He holds a Bachelor of Science in Applied Geology and a Masters Degree in Natural Resources. His career includes exploration, resources development and mine geology experience with a number of Australian based mining companies. Executive Director Service contracts All Directors are appointed under the terms of a Directors letter of appointment. Each appointment provides for annual fees of Australian dollars $40,000 for services as Directors plus 9%, (9.25% as of 1 July 2013) as a company contribution to Australian statutory superannuation schemes. The agreement allows that any services supplied by the Directors to the Company and any of its subsidiaries in excess of 2 days in any calendar month, may be invoiced to the Company at market rate, currently at A$1,000 per day for each Director other than Mr David Thomas who is paid A$1,500 per day. Principal activities and review of the business The principal activities of the Group are the exploration for and potential development of tungsten and molybdenum deposits in the Northern Territory of Australia and exploration for, and potential development of, gold projects. The primary tungsten and molybdenum asset comprises the Molyhil -Tungsten- Molybdenum Project (“Molyhil”). The gold projects are located in the Albany-Fraser Orogen at the margin of Western Australia’s gold rich Archaean Yilgarn Craton and also in the Pine Creek area of Northern Territory. The Company has acquired a 51% interest in the Spring Hill Gold Project with agreed terms to increase that interest to 80%. A detailed review of the Group’s activities is set out in the Review of Operations. Debt Facility Agreement During the year ended 30 June 2013, the Company entered into a debt facility agreement (the “agreement”) whereby the lender agreed to loan an amount of up to A$1,000,000 to the company to fund: • In part, exploration and development expenditure on projects held by subsidiary companies, TM Gold Pty Ltd and Molyhil Mining Pty Ltd. • General working capital requirements of the company and its subsidiaries. The amount was fully drawn down during the year. As consideration for this agreement: • The company has issued to the lender 147,068,896 options in two tranches, exercisable for A$1,000,000, not later than 19 March 2016 and 3 June 2016. • The subsidiary companies, Molyhil Mining Pty Ltd and T M Gold Pty Ltd have each granted a mortgage over certain tenements, generally comprising that company’s project at Molyhil and Spring Hill respectively on which it holds mineral licences or exploration licenses. Further details are included in Note 13 to the accounts For personal use only Business Review and future developments A review of the current and future development of the Group’s business is given in the Chairman’s Statement and the Chief Executive Officer’s Review of Operations on pages 3-13. Results and dividends The Group incurred a loss after taxation of £1,124,000 (2012 loss: £959,000). No dividends have been paid or are proposed. Key Performance Indicators Given the nature of the business and that the Group is on an exploration and development phase of operations, the Directors are of the opinion that analysis using KPIs is not appropriate for an understanding of the development, performance or position of our businesses at this time. Post Balance Sheet events In August 2013, the company raised £697,250 (before costs) through separate issues of 148,888,887 shares at 0.225 pence per share and 144,900,000 shares at 0.250 pence per share. In conjunction with that process, and recognising that prior to that date, the nominal value of shares in the company was 0.3 pence, the company’s shareholders approved on 3 September 2013, a re-organisation of the company’s shares which resulted in the creation of two classes of shares, being: • Ordinary shares with a nominal value of .01 pence, which will continue as the company’s listed securities. • Deferred shares with a value of 0.29 pence which, subject to the provisions of the Companies Act 2006, may be cancelled by the company, or bought back for £1 and then cancelled. These deferred shares will not be quoted and are effectively worthless. Subject to the above matters, there were no material events arising subsequent to 30 June 2013 to the date of this report which may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in the future. At the date these financial statements were approved, 20 September, 2013, the Directors were not aware of any other significant post balance sheet events other than those set out in the notes to the financial statements. For personal use only Substantial Shareholdings At 10 September 2013, the following had notified the Company of disclosable interests in 3% or more of the nominal value of the Company’s shares: Xcap Nominees Limited Western Desert Resources Limited 1 HSDL Nominees Limited Barclayshare Nominees Limited TD Direct Investing Nominees (Europe) Limited Peel Hunt Holdings Limited 1 Michael Ashton is a Director of Western Desert Resources Limited. Directors & Officers Shareholdings Ordinary shares % 182,581,666 68,886,963 62,131,672 56,585,080 55,522,960 46,337,045 14.3 5.40 4.87 4.43 4.35 3.63 The Directors and Officers who served during the period and their interests in the share capital of the Company at 30 June 2013 were follows: Ordinary Shares/CDIs Unlisted Options 30 June 2013 30 June 2012 30 June 2013 30 June 2012 Michael Billing Michael Ashton 16,783,345 9,320,657 5,731,344 2,000,000 21,275,602 13,862,915 5,731,344 2,000,000 Gregory Durack 6,111,944 3,126,869 3,492,538 2,000,000 Trevor Ireland David Thomas Allan Burchard Richard Bradey Directors’ Remuneration 5,537,786 3,798,980 3,119,403 2,000,000 3,328,359 - 1,164,180 - 678,060 300,000 689,030 500,000 794,800 500,000 1,000,000 500,000 The Company remunerates the Directors at a level commensurate with the size of the Company and the experience of its Directors. The Remuneration Committee has reviewed the Directors’ remuneration and believes it upholds the objectives of the Company with regard to this issue. Details of the Director emoluments and payments made for professional services rendered are set out in Note 5 to the financial statements. The Australian based directors are paid on a nominal fee basis amount to A$40,000 per annum (£24,800). For the year ended 30 June 2013, the Directors elected to accept half fee arrangements until further notice. For personal use only Directors and Officers Summary of amounts paid to Key Management Personnel. The following table discloses the compensation of the Directors and the key management personnel of the Group during the year. Salary and Fees Post Employment Superannuation Total Fees for Services rendered 2013 Short-term employee benefits Salary & Fees Share Options Granted during the year Options (based upon Black- Scholes formula) £’000 £’000 £’000 £’000 No. £’000 Directors: Michael Billing2 Gregory Durack 1 Michael Ashton Trevor Ireland David Thomas2 Key Personnel: Richard Bradey Allan Burchard 115 13 13 26 64 136 52 1 0 1 1 1 12 0 116 13 14 27 65 148 52 116 13 14 27 65 148 52 0 0 0 0 0 500,000 0 0 0 0 0 0 3 0 2013 Total 435 1 Fees payable to Mr. Durack are paid to Martineau Resources Pty Ltd. 2 As at 30 June 2013, accrued amounts of £61,445 and £19,035 respectively remained unpaid to Messrs. Billing and Thomas. 500,000 419 435 16 3 2012 Salary and Fees £’000 Post Employment Superannuation £’000 Total Fees for Services rendered £’000 Short-term employee benefits Salary & Fees £’000 Share Options Granted during the year* No. Options (based upon Black- Scholes formula)* £’000 Directors: Michael Billing Gregory Durack 1 Michael Ashton Trevor Ireland David Thomas Norman Gardner2 Key Personnel: Richard Bradey Allan Burchard 133 13 13 49 34 2 131 53 1 0 1 1 0 0 19 0 134 13 14 50 34 2 150 53 450 2012 Total 1 Fees payable to Mr. Durack are paid to Martineau Resources Pty Ltd. 428 22 134 13 14 50 34 2 150 53 450 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Benefit £’000 116 13 14 27 65 151 52 438 Total Benefit £’000 134 13 14 50 34 2 150 53 450 2 Mr. Gardner ceased employment with the company on 16 August 2011. *Options are granted at an exercise price above the existing share price as at the date of grant. The value of options granted during the period has been calculated by the Black-Scholes formula method, where applicable. Remuneration Report This report outlines the remuneration arrangements in place for directors and other key management personnel of Thor Mining PLC. For personal use only Directors Meetings The Directors hold meetings on a regular basis and on an as required basis to deal with items of business from time to time. Meetings held and attended by each Director during the year of review were:- 2013 Michael Billing Gregory Durack Michael Ashton Trevor Ireland David Thomas Corporate Governance Meetings held whilst in Office 9 9 9 9 9 Meetings attended 9 7 6 9 8 A statement on Corporate Governance is set out on pages 16 to 18. Environmental Responsibility The Company is aware of the potential impact that its subsidiary companies may have on the environment. The Company ensures that it and its subsidiaries at a minimum comply with the local regulatory requirements with regard to the environment. Employment Policies The Group will be committed to promoting policies which ensure that high calibre employees are attracted, retained and motivated, to ensure the ongoing success for the business. Employees and those who seek to work within the Group are treated equally regardless of sex, age, marital status, creed, colour, race or ethnic origin. Health and Safety The Group’s aim will be to achieve and maintain a high standard of workplace safety. In order to achieve this objective the Group will provide training and support to employees and set demanding standards for workplace safety. Payment to Suppliers The Group’s policy is to agree terms and conditions with suppliers in advance; payment is then made in accordance with the agreement provided the supplier has met the terms and conditions. It is usual for suppliers to be paid within 30 days of receipt of invoice. Political Contributions and Charitable Donations During the period the Group did not make any political contributions or charitable donations. Annual General Meeting (“AGM”) This report and financial statements will be presented to shareholders for their approval at the AGM. The Notice of the AGM will be distributed to shareholders together with the Annual Report. Statement of disclosure of information to auditors As at the date of this report the serving Directors confirm that: • So far as each Director is aware, there is no relevant audit information of which the Company’s auditors are unaware, and • they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor are aware of that information. Auditors A resolution to reappoint Chapman Davis LLP and to authorise the Directors to fix their remuneration will be proposed at the next Annual General Meeting. For personal use only For personal use only Corporate Governance Statement The Board is committed to maintaining high standards of corporate governance. The Listing Rules of the Financial Services Authority incorporate the Combined Code, which sets out the principles of Good Governance, and the Code of Best Practice for listed companies. Whilst the Company is not required to comply with the Combined Code, the Company’s corporate governance procedures take due regard of the principles of Good Governance set out in the Combined Code in relation to the size and the stage of development of the Company. Board of Directors The Board of Directors currently comprises of one Executive Chairman and four Non-Executive Directors. The Directors are of the opinion that the Board comprises a suitable balance and that the recommendations of the Combined Code have been implemented to an appropriate level. The Board, through the Chairman and the Chief Financial Officer in particular, maintains regular contact with its advisers to ensure that the Board develops an understanding of the views of major shareholders about the Company. Board Meetings The Board meets regularly throughout the year. For the period ending 30 June 2013 the Board met 9 times in relation to normal operational matters. The Board is responsible for formulating, reviewing and approving the Company's strategy, financial activities and operating performance. Day to day management is devolved to the Executive Chairman/ Chief Executive Officer who is charged with consulting the Board on all significant financial and operational matters. All Directors have access to the advice of the Company’s solicitors and the Company Secretary. Necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively, and all Directors have access to independent professional advice, at the Company's expense, as and when required. Board Committees The Board considers that its structure has been and continues to be appropriate in the context of the Company’s history, and the size and scale of its present operations. As such, the full board, in conjunction with the company secretary, fulfils the role of the Audit Committee and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on. In addition, the full board acts as the Remuneration Committee and considers and agrees the Executive Directors’ remuneration and conditions. The financial package for the Executive Chairman is established by reference to packages prevailing in the employment market for executives of equivalent status both in terms of level of responsibility of the position and their achievement of recognised job qualifications and skills. The Committee will also have regard to the terms which may be required to attract an equivalent experienced executive to join the Board from another company. Internal controls The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication. The Board is aware that no system can provide absolute assurance against material misstatement or loss, however, in light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective. Risk Management The Board considers risk assessment to be important in achieving its strategic objectives. There is a process of evaluation of performance targets through regular reviews by senior management to forecasts. Project milestones and timelines are regularly reviewed. For personal use only Corporate Governance Statement Risks and uncertainties The principal risks facing the Company are set out below. Risk assessment and evaluation is an essential part of the Group’s planning and an important aspect of the Group’s internal control system. General and economic risks • Contractions in the world’s major economies or increases in the rate of inflation resulting from international conditions; • Weakness in equity markets throughout the world, particularly United Kingdom and Australia. • Adverse changes in market sentiment towards the resource industry; • Currency exchange rate fluctuations and, in particular, the relative prices of the Australian Dollar, the United States Dollar and the UK Pound; • Exposure to interest rate fluctuations; and • Adverse changes in factors affecting the success of exploration and development operations, such as increases in expenses, changes in government policy and further regulation of the industry; unforeseen major failure, breakdowns or repairs required to key items of plant and equipment resulting in significant delays, notwithstanding regular programmes of repair, maintenance and upkeep; variations in grades and unforeseen adverse geological factors or prolonged weather conditions. Funding risk • The Group or the companies in which it has invested may not be able to raise, either by debt or further equity, sufficient funds to enable completion of planned exploration, investment and/or development projects. Commodity risk • Commodities are subject to high levels of volatility in price and demand. The price of commodities depends on a wide range of factors, most of which are outside the control of the Company. Mining, processing and transportation costs also depend on many factors, including commodity prices, capital and operating costs in relation to any operational site. Exploration and development risks • Exploration and development activity is subject to numerous risks, including failure to achieve estimated mineral resource, recovery and production rates and capital and operating costs. • Success in identifying economically recoverable reserves can never be guaranteed. The Company also cannot guarantee that the companies in which it has invested will be able to obtain the necessary permits and approvals required for development of their projects. • The regions in which the Company operates have native title laws which could affect exploration and development activities. The companies in which the Company has an interest may be required to undertake clean-up programmes on any contamination from their operations or to participate in site rehabilitation programmes which may vary from country to country. The Group’s policy is to follow all applicable laws and regulations and the Company is not currently aware of any material issues in this regard. • Timely approval of mining permits and operating plans through the respective regulatory agencies cannot be guaranteed; and • Geology is always a potential risk in mining and exploration activities. Market risk • The ability of the Group (and the companies it invests in) to continue to secure sufficient and profitable sales contracts to support its operations is a key business risk. Insurance The Group maintains insurance in respect of its Directors and Officers against liabilities in relation to the Company. The group insures other assets held having given regard to risks and events that may occur. Treasury Policy The Group finances its operations through equity and holds its cash as a liquid resource to fund the obligations of the Group. Decisions regarding the management of these assets are approved by the Board. For personal use only Corporate Governance Statement Securities Trading The Board has adopted a Share Dealing Code that applies to Directors, senior management and any employee who is in possession of ‘inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the relevant individual has received the appropriate prescribed clearance. Relations with Shareholders The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are disseminated through stock exchange announcements and regular updates of the Company website. The Board views the AGM as a forum for communication between the Company and its shareholders and encourages their participation in its agenda. INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THOR MINING PLC We have audited the financial statements of Thor Mining Plc for the year ended 30 June 2013 which comprise the Consolidated and Company Statements of Comprehensive Income, the Consolidated and Parent Company Balance Sheets, the Consolidated and Parent Company Statements of Cash Flows, the Consolidated and Parent Company Statements of Changes in Equity and the related notes 1 to 20. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities included in the Directors’ Report, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Scope of the audit An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accountings policies are appropriate to the groups and the parent companies circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. Opinion on financial statements In our opinion the financial statements: • give a true and fair view of the state of the group's and the parent company's affairs as at 30 June 2013 and of the group's and the parent company's loss for the year then ended; • have been properly prepared in accordance with IFRSs as adopted by the European Union; and • have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the group financial statements, Article 4 of the lAS Regulation. Opinion on other matters prescribed by the Companies Ac t 2006 In our opinion: For personal use only • the information given in the Director's Report for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors' remuneration, specified by law are not made; or I \1 : i , • we have not received all the information and*planations we require for our audit. "c - Rowan J. Palmer (Senior Statutory Auditor) For and on behalf of Chapman Davis LLP, Statutory Auditor Chartered Accountants Chapman Davis LLP 2 Chapel Court London SEIIHH 20 September 2013 For personal use only THOR MINING PLC Consolidated Statement of Comprehensive Income for the year ended 30 June 2013 Consolidated Company Administrative expenses Corporate expenses Share based payment expense Gain on disposal of assets Impairment of subsidiary investments Impairment of subsidiary loans Write off/Impairment of exploration assets Operating Loss Interest received Loss before Taxation Taxation Loss for the period Other comprehensive income: Exchange differences on translating foreign operations Other comprehensive income for the period, net of income tax Total comprehensive income for the period Note 2013 £'000 (131) (686) (48) 12 - - 2012 £'000 (157) (588) - - - - (278) (244) 2013 £'000 - (499) (48) - (140) (776) - (1,131) 7 (1,124) - (989) 30 (959) - (1,463) - (1,463) - (1,124) (959) (1,463) 5 (776) (160) (776) (160) - - 2012 £'000 - (491) - - - (152) - (643) - (643) - (643) - - (1,900) (1,119) (1,463) (643) Basic loss per share 6 (0.13)p (0.15)p The accompanying notes form part of these financial statements. 1 For personal use only For personal use only THOR MINING PLC Consolidated Cash Flow Statement for the year ended 30 June 2013 Consolidated Company 2013 £'000 2012 £'000 2013 £'000 Cash flows from operating activities Operating Loss Decrease/(increase) in trade and other receivables Increase/(decrease) in trade and other payables Increase/(decrease) in provisions Depreciation Exploration expenditure written off Impairment of subsidiary loans Revaluation foreign currency loans Share based payment expense Impairment subsidiary investments Profit on sale of fixed assets Net cash outflow from operating activities Cash flows from investing activities Interest received Expenditure on performance bonds Proceeds from sale of fixed assets Purchase of property, plant and equipment Payments for exploration expenditure1 Loans to controlled entities Net cash outflow from investing activities Cash flows from financing activities Borrowings Repayment of borrowings Net issue of ordinary share capital Net cash inflow from financing activities Net decrease in cash and cash equivalents Non cash exchange changes Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period (1,131) (10) 54 3 27 278 - (53) 48 - (12) (796) 7 20 12 (38) (989) (1,463) - 9 12 23 237 - - - - - (13) 23 - - - 776 (53) 48 140 - 2012 £'000 (643) - (6) - - - 152 - - - - (708) (542) (497) 30 (73) - (45) - - - - - - - - - - (1,571) (1,571) (1,652) (1,652) (1,564) (2,378) - - (1,563) (2,466) 660 (5) 1,376 2,031 - (9) 2,133 2,124 660 - 1,376 2,036 - - 2,133 2,133 (328) (1,050) (77) (16) (10) 526 188 (9) 1,585 526 - 79 2 - 95 79 1Items not involving the movement of funds: - 21,666,667 shares were issued in consideration for an increase in the interest in the Springhill tenements. 3 For personal use only THOR MINING PLC Consolidated Statement of Changes in Equity For the year ended 30 June 2013 Issued share capital Share premium Retained losses Foreign Currency Translation Reserve Share Based Payment Reserve Merger Reserve £'000 £'000 £'000 £'000 £'000 £'000 1,591 9,688 (7,000) 4,011 405 165 Balance at 1 July 2011 Loss for the year Foreign currency translation reserve Total comprehensive (loss) for the period - - - - - - (959) - - (160) (959) (160) Transactions with owners in their capacity as owners Shares issued Cost of shares issued Share options lapsed 693 - - 2,130 (100) - - - 33 - - - At 30 June 2012 2,284 11,718 (7,926) 3,851 405 Year to 30 June 2013 Loss for the year Foreign currency translation reserve Total comprehensive (loss) for the period - - - - - - (1,124) - - (776) (1,124) (776) Transactions with owners in their capacity as owners Shares issued Cost of shares issued Share options issued 664 - - 953 (151) - - - - - - - - - - - - - - - - - - - Total £'000 8,860 (959) (160) (1,119) 2,823 (100) - 10,464 (1,124) (776) (1,900) 1,617 (151) 48 - - - - - (33) 132 - - - - - 48 At 30 June 2013 2,948 12,520 (9,050) 3,075 405 180 10,078 Company Statement of Changes in Equity Balance at 1 July 2011 Loss for the period Total comprehensive (loss) for the period 1,591 9,688 (3,902) - - - - (643) (643) Transactions with owners in their capacity as owners Shares issued Cost of shares issued Share options lapsed 693 - - 2,130 (100) - - - 33 At 30 June 2012 2,284 11,718 (4,512) Year to 30 June 2013 Loss for the period Total comprehensive (loss) for the period - - - - (1,463) (1,463) Transactions with owners in their capacity as owners Shares issued Cost of shares issued Share options issued 664 - - 953 (151) - - - - At 30 June 2013 2,948 12,520 (5,975) - - - - - - - - - - - - - 405 165 - - - - - 405 - - - - - - - - - (33) 132 - - - - 48 7,947 (643) (643) 2,823 (100) - 10,027 (1,463) (1,463) 1617 (151) 48 405 180 10,078 4 For personal use only THOR MINING PLC Notes to the Accounts for the year ended 30 June 2013 1 Principal accounting policies a) Authorisation of financial statements The Group financial statements of Thor Mining PLC for the year ended 30 June 2013 were authorised for issue by the Board on xxx 2013 and the balance sheets signed on the Board's behalf by Michael Billing and Allan Burchard. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange and on the Australian Securities Exchange. b) Statement of compliance with IFRS The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The Company’s financial statements have been prepared in accordance with IFRS as adopted by the European Union. The principal accounting policies adopted by the Group and Company are set out below. c) Basis of preparation The consolidated financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis. The financial report is presented in Sterling and all values are rounded to the nearest thousand pounds (£‘000) unless otherwise stated. d) Basis of consolidation The consolidated financial statements comprise the financial statements of Thor Mining PLC and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intercompany balances and transactions have been eliminated in full. e) Exploration and development expenditure Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against the income statement in the year in which the decision to abandon the area is made. A review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are expensed as incurred and treated as exploration and evaluation expenditure. f) Revenue Revenue is recognised to the extent that it is probable that economic benefits will flow to the group and the revenue can be reliably measured. Interest revenue Interest revenue is recognised as it accrues using the effective interest rate method. 5 For personal use only THOR MINING PLC Notes to the Accounts 1 Principal accounting policies (continued) g) Deferred taxation Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised for all deductible temporary differences, carry- forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. h) Trade and other payables i) Trade and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Foreign currencies The Company’s functional currency is Sterling (£). Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. As at the reporting date the assets and liabilities of these subsidiaries are translated into the presentation currency of Thor Mining PLC at the rate of exchange ruling at the balance sheet date and their income statements are translated at the average exchange rate for the year. The exchange differences arising on the translation are taken directly to a separate component of equity. All other differences are taken to the income statement with the exception of differences on foreign currency borrowings, which, to the extent that they are used to finance or provide a hedge against foreign equity investments, are taken directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves. j) Share based payments During the year the Group has provided no benefits to Directors of the Group in the form of share options. (2012: £ NIL). The cost of equity-settled transactions is measured by reference to the fair value of the services provided. If a reliable estimate cannot be made then the fair value of the Options granted is used based on the Black-Scholes model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Thor Mining PLC (market conditions) if applicable. 6 For personal use only THOR MINING PLC Notes to the Accounts 1 Principal accounting policies (continued) The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant holders become fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the holder, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. k) Leased assets The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. (i) Finance Leases Assets funded through finance leases are capitalised as fixed assets and depreciated in accordance with the policy for the class of asset concerned. Finance lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in the income statement. (ii) Operating Leases All operating lease payments are charged to the Income Statement on a straight line basis over the life of the lease. l) Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts m) Trade and other receivables Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified. 7 For personal use only THOR MINING PLC Notes to the Accounts 1 n) o) Principal accounting policies (continued) Investments Investments in subsidiary undertakings are stated at cost less any provision for impairment in value, prior to their elimination on consolidation. Financial instruments The Group’s financial instruments, other than its investments, comprise cash and items arising directly from its operation such as trade debtors and trade creditors. The Group has overseas subsidiaries in Australia whose expenses are denominated in Australian Dollars. Market price risk is inherent in the Group’s activities and is accepted as such. There is no material difference between the book value and fair value of the Group’s cash. p) Merger reserve The difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange have been credited to a merger reserve account, in accordance with the merger relief provisions of the then Companies Act 1985 and accordingly no share premium for such transactions is set-up. Where the assets acquired are impaired, the merger reserve value is reversed to retained earnings to the extent of the impairment. q) Property, plant and equipment Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Land is measured at fair value less any impairment losses recognised after the date of revaluation. Depreciation is provided on all tangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates: Land (including option costs) – Nil Plant and Equipment – between 5% and 25% All assets are subject to annual impairment reviews. r) Impairment of assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash- generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at its revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. 8 For personal use only THOR MINING PLC Notes to the Accounts 1 Principal accounting policies (continued) That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Income Statement unless the asset is carried at its revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. s) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. t) Loss per share Basic loss per share is calculated as loss for the financial year attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted loss per share is calculated as loss for the financial year attributable to members of the parent, adjusted for: • • costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; • divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. u) Share based payments reserve This reserve is used to record the value of equity benefits provided to employees, consultants and directors as part of their remuneration and provided to consultants and advisors hired by the Group from time to time as part of the consideration paid. The reserve is reduced by the value of equity benefits which have lapsed during the year. v) Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. w) Adoption of new and revised Accounting Standards In the current year, the company has adopted all of the new and revised Standards and Interpretations issued by Accounting Standards and Interpretations Board that are relevant to its operations and effective for the current annual reporting period and there is no material financial impact on the financial statements of the company or the company. 9 For personal use only THOR MINING PLC Notes to the Accounts 2. Revenue and segmental analysis - Group The group has not commenced production and therefore recorded no revenue. The Group has a number of exploration licenses and mining leases in Australia which are managed on a portfolio basis. The decision to allocate resources to individual projects in the portfolio is predominantly based on available cash reserves, technical data and the expectations of future successful exploitation of the projects. Accordingly, the Group effectively operates as one segment, being exploration in Australia. This is the basis on which internal reports are provided to the Directors for assessing performance and determining the allocation of resources within the Group. 3. Operating loss – group This is stated after charging: Depreciation Auditors’ remuneration – audit services Auditors’ remuneration – non audit services Options issued – directors, staff, consultants and lender Directors emoluments – fees and salaries 2013 £’000 27 29 - 48 235 2012 £’000 23 23 - 0 247 Auditors’ remuneration for audit services above includes £18,675 (2012 £19,700) to Chapman Davis LLP for the audit of the company. Remuneration to PKF Australia for the audit of the Australian subsidiaries was £9,974 (2012 £3,200) 4. Directors and executive disclosures – Group All Directors are each appointed under the terms of a Directors letter of appointment. Each appointment provides for annual fees of Australian dollars $40,000 for services as Directors plus 9% as a company contribution to Australian statutory superannuation schemes. The agreement allows for any services supplied by the Directors to the Company and any of its subsidiaries in excess of 2 days in any calendar month, can be invoiced to the Company at market rate, currently at $1,000 per day, other than Mr David Thomas who invoices at a rate of $1,500 per day. From 1st January 2010 the Directors elected to accept half fee arrangements until further notice. (a) Details of Key Management Personnel (i) Chairman and Chief Executive Officer Michael Billing (ii) Non-executive Directors Gregory Durack Michael Ashton Trevor Ireland David Thomas (iii) Executives Stephen Ronaldson Richard Bradey Allan Burchard Executive Chairman and Chief Executive Officer Non-executive Director Non-executive Director Non-executive Director Non-executive Director Company Secretary (UK) Chief Exploration Geologist CFO/Company Secretary (Australia) 10 For personal use only THOR MINING PLC Notes to the Accounts (b) Compensation of Key Management Personnel Compensation Policy The compensation policy is to provide a fixed remuneration component and a specific equity related component. There is no separation of remuneration between short term incentives and long term incentives. The Board believes that this compensation policy is appropriate given the stage of development of the Company and the activities which it undertakes and is appropriate in aligning director and executive objectives with shareholder and businesses objectives. The compensation policy, setting the terms and conditions for the executive Directors and other executives, has been developed by the Board after seeking professional advice and taking into account market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. Executive Directors and executives receive either a salary or provide their services via a consultancy arrangement. Directors and executives do not receive any retirement benefits other than compulsory Superannuation contributions where the individuals are directly employed by the Company or its subsidiaries in Australia. All compensation paid to Directors and executives is valued at cost to the Company and expensed. The Board policy is to compensate non-executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the non- executive Directors and reviews their compensation annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Directors is subject to approval by shareholders at a General Meeting. Fees for non-executive Directors are not linked to the performance of the economic entity. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company and may receive options. 11 For personal use only THOR MINING PLC Notes to the Accounts 30 June 2013 Directors: Michael Billing Gregory Durack Michael Ashton Trevor Ireland David Thomas Other Personnel: Richard Bradey Allan Burchard 30 June 2012 Directors: Michael Billing Gregory Durack Michael Ashton Trevor Ireland David Thomas1 Norman Gardner2 Other Personnel: Richard Bradey Allan Burchard 1 Appointed 11 April 2012 2 Resigned 19 August 2011 Salary & Fees Options £’000 £’000 Total £’000 116 13 14 27 65 148 52 134 13 14 50 34 2 150 53 - - - - - 3 - - - - - - - - - 116 13 14 27 65 151 52 134 13 14 50 34 2 150 53 (c) Compensation by category Group Key Management Personnel Short-term Post-employment 2013 £’000 420 18 438 2012 £’000 428 22 450 (d) Options and rights over equity instruments granted as remuneration No options were granted over ordinary shares to Directors during the years ended 30 June 2013 and 30 June 2012. 12 For personal use only THOR MINING PLC Notes to the Accounts (e) Options holdings of Key Management Personnel The movement during the reporting period in the number of options over ordinary shares in Thor Mining PLC held, directly, indirectly or beneficially, by key management personnel, including their personally related entities, is as follows: Held at Acquired through Open Offer Key Management Personnel 1 July 2012 Directors Executive Granted as remuneration Disposal/ Expired Exercised Held at 30 June 2013/or at date of resignation Vested and exercisable at 30 June 2013 Michael Billing 2,000,000 3,731,344 Non-Executive Gregory Durack 2,000,000 1,492,538 Michael Ashton 2,000,000 3.731.344 Trevor Ireland 2,000,000 1,119,403 David Thomas - 1,164,180 - - - - Other Personnel Richard Bradey 500,000 - 500,000 Allan Burchard 500,000 189,030 - - - - - - - - 5,731,344 5,731,344 - - - - - 3,492,538 3,492,538 5,731,344 5,731,344 3,119,403 3,119,403 1,164,180 1,164,180 1,000,000 1,000,000 689,030 689,030 Held at 30 June 2012/or at date of resignation Vested and exercisable at 30 June 2012 Held at 1 July 2011 Acquired through Open Offer Granted as remuneration Disposal/ Expired Exercised Key Management Personnel Directors Executive Michael Billing 3,000,000 Non-Executive Gregory Durack 3,000,000 Michael Ashton 3,000,000 Trevor Ireland 2,000,000 Norman Gardner 3,000,000 Other Personnel Richard Bradey Allan Burchard 500,000 500,000 - - - - - - - - (1,000,000) - 2,000,000 2,000,000 - - - - - - (1,000,000) (1,000,000) - (3,000,000) - - - - - - - - 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 - - 500,000 500,000 500,000 500,000 No options held by Directors or specified executives are vested but not exercisable, except as set out above. 13 For personal use only THOR MINING PLC Notes to the Accounts (f) Other transactions and balances with related parties Specified Directors Transaction Note Michael Billing Trevor Ireland David Thomas Consulting Fees Consulting Fees Consulting Fees (i) (ii) (iii) 2013 £’000 102 13 51 2012 £’000 120 36 31 (i) (ii) The Company used the consulting services of MBB Trading Pty Ltd a company of which Mr. Michael Billing is a Director. The Company used the services of Ireland Resource Management Pty Ltd, a company of which Mr. Trevor Ireland is a Director and employee. (iii) The Company used the services of Hayes Specialist Recruitment (Australasia) Pty Ltd and Thomas Family Trust with whom Mr David Thomas has a contractual relationship. Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms. These amounts paid to related parties of Directors are included as Salary & Fees in Note 4(b). 5. Taxation - Group Analysis of charge in year Tax on profit on ordinary activities 2013 £’000 - - 2012 £’000 - - Factors affecting tax charge for year The differences between the tax assessed for the year and the standard rate of corporation tax are explained as follows: Loss on ordinary activities before tax Standard rate of corporation tax in the UK (1,124) 23.75% (959) 25.5% Loss on ordinary activities multiplied by the standard rate of corporation tax (267) (245) Effects of: Share based payments not allowable Future tax benefit not brought to account Current tax charge for year 11 256 - - 245 - No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against which they can be recovered. 14 For personal use only THOR MINING PLC Notes to the Accounts 6. Loss per share 2013 £'000 2012 £'000 Loss for the year (1,124) (959) Weighted average number of Ordinary shares in issue 886,267,738 643,667,958 Loss per share – basic (0.13)p (0.15)p The basic loss per share is derived by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares in issue. As the inclusions of the potential Ordinary Shares would result in a decrease in the loss per share they are considered to be anti-dilutive and as such not included. 7. Intangible fixed assets – Group Deferred exploration costs Cost At 1 July Write off exploration tenements previously impaired Balance Additions Exchange loss Write off for year At 30 June Impairment At 1 July Write off exploration tenements previously impaired Balance Impairment for period Exchange gain At 30 June 2013 £'000 11,925 (1,890) 10,035 1,488 (688) (278) 2012 £'000 9,353 (357) 8,996 3,120 (191) - 10,557 11,925 1,890 (1,890) - - - - 2,043 (357) 1,686 244 (40) 1,890 10,035 Net book value at 30 June 10,557 As at 30 June 2013 the Directors undertook an impairment review of the deferred exploration costs, as a result of which, a provision for impairment for £278,000 (2012 £244,000) has been made. 15 For personal use only THOR MINING PLC Notes to the Accounts 8. Investments – Company The Company holds 20% or more of the share capital of the following companies: Company Country of registration or incorporation Australia Australia Australia Australia 1 Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at the Molyhil project in Molyhil Mining Pty Ltd 1 TM Gold Pty Ltd 2 Hatches Creek Pty Ltd 3 Hale Energy Limited 3 Shares held Class Ordinary Ordinary Ordinary Ordinary 100 100 100 100 % the Northern Territory of Australia. 2 TM Gold Pty Ltd is engaged in exploration activities in the state of Western Australia and the Northern Territory of Australia. 3 These subsidiary companies have ceased exploration activities and are now dormant Directors of Thor Mining PLC., M R Billing, M K Ashton, G Durack and T J Ireland are Directors of the above subsidiaries. (a) Investment in Subsidiary companies: Molyhil Mining Pty Ltd Less: Impairment provision against investment Hatches Creek Pty Ltd Hale Energy Limited Less: Investment written off TM Gold Pty Ltd 2013 £’000 700 (140) - 1,277 (1,277) - 560 2012 £’000 700 - - 1,277 (1,277) - 700 The investments in subsidiaries are carried in the Company’s balance sheet at the lower of cost and net realisable value. (b) Loans to subsidiaries Molyhil Mining Pty Ltd TM Gold Pty Ltd Less: Impairment provision against loan Hatches Creek Pty Ltd Less: Loan written off Hale Energy Limited Less: Impairment provision against loan 6,933 3,979 (775) 257 (257) 358 (358) 6,431 2,821 - 257 (257) 358 (358) £10,137 £9,252 The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable notice having regard to the financial stability of the company. The Company has issued letters of financial support for a term of 12 months to each of the Australian based subsidiary entities. 16 For personal use only THOR MINING PLC Notes to the Accounts 9. Deposits supporting performance bonds Deposits with banks and Governments 10. Property, plant and equipment Plant and Equipment: At cost Accumulated depreciation Total Property, Plant and Equipment Movements in Carrying Amounts Consolidated Company 2013 £'000 55 55 2012 £'000 75 75 146 (80) 66 158 (103) 55 2013 £'000 2012 £'000 - - - - - - - - - - Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year. The carrying value of the plant and equipment includes finance leased assets of £0 (2012: £6,903) At 1 July Additions FX decrease Disposals Depreciation expense At 30 June 11. Current trade and other receivables Trade and other receivables Prepayments 12. Current trade and other payables Trade payables Other payables 55 40 (2) 0 (27) 66 0 17 17 35 45 (2) 0 (23) 55 23 4 27 (145) (38) (183) (231) (6) (237) - - - - - - - 13 13 (20) (7) (27) - - - - - - - - - (4) - (4) 17 For personal use only THOR MINING PLC Notes to the Accounts 13. Interest bearing liabilities Finance leases Current Non-current Loan Current Non-current Consolidated Company 2013 £'000 2012 £'000 2013 £'000 2012 £'000 - - - - 607 607 (5) - (5) - - - - - - - 607 607 - - - - - - During the year ended 30 June 2013, the Company entered into a debt facility agreement (the “agreement”) whereby the lender, The Lindsay Carthew Family Trust, agreed to loan an amount of up to A$1,000,000 to the company to fund: • In part, exploration and development expenditure on projects held by subsidiary companies, TM Gold Pty Ltd and Molyhil Mining Pty Ltd. • General working capital requirements of the company and its subsidiaries. The amount was fully drawn down during the year. As consideration for this agreement: • The company has issued to the lender options in two tranches, exercisable for A$1,000,000, as follows: o 84,181,088 options which may be exercised, at the discretion of the option holder, at a price of A$0.007428 (0.7428 cents) at any date not later than 19 March 2016. o 62,887,808 options which may be exercised, at the discretion of the option holder, at a price of A$0.005963 (0.5963 cents) at any date not later than 3 June 2016. • The subsidiary companies, Molyhil Mining Pty Ltd and T M Gold Pty Ltd have each granted a mortgage over certain tenements, generally comprising that company’s project at Molyhil and Spring Hill respectively on which it holds mineral licences or exploration licenses. In finalising this agreement, the company has: • Incurred legal and procurement fees totalling £50,420 (A$77,000) which have been expensed during the year, and • Attributed a fair value charge of £16,370 (A$25,000) for the granting of the options, which has been credited to the option revaluation reserve. 18 For personal use only THOR MINING PLC Notes to the Accounts 14. Issued share capital Authorised: 3,333,333,333 ordinary shares of £0.003 each Issued up and fully paid: 928,814,766 (2012: 761,483,067) ordinary shares of £0.003 each Movement in share capital 2013 £'000 2012 £'000 10,000 10,000 £2,948 £2,284 2013 2012 Number £’000 Number £’000 At 1 July 761,483,067 2,284 530,453,432 1,591 Share issue for exploration tenements 21,666,667 65 40,000,000 199,665,032 599 176,947,018 0 0 14,082,617 982,814,766 2,948 761,483,067 2,284 120 531 42 Share issues for cash Exercise of warrants At 30 June Subsequent Issue of Shares and Change in Nominal Value In August 2013, the company raised £697,250 (before costs) through separate issues of 148,888,887 shares at 0.225 pence per share and 144,900,000 shares at 0.250 pence per share. In conjunction with that process, and recognising that prior to that date, the nominal value of shares in the company was 0.3 pence, the company’s shareholders approved on 3 September 2013, a re-organisation of the company’s shares which resulted in the creation of two classes of shares, being: • Ordinary shares with a nominal value of .01 pence, which will continue as the company’s listed securities. • Deferred shares with a value of 0.29 pence which, subject to the provisions of the Companies Act 2006, may be cancelled by the company, or bought back for £1 and then cancelled. These deferred shares will not be quoted and are effectively worthless. Warrants and Options on issue The following warrants (in UK) and options (in Australia) have been issued by the Company and have not been exercised as at 30 June 2013: Number 8,000,0001 1,000,0002 1,000,0003 4,000,0004 1,100,0005 58,000,0006 26,141,0886 20,067,4317 8,456,8338 62,887,8089 Grant Date Expiry Date Exercise Price 24 Nov 2011 24 Nov 2013 AUS$0.04 19 Dec 2010 20 Dec 2013 AUS$0.05 06 Jun 2011 13 Jun 2014 AUS$0.035 10 Aug 2012 21 Jan 2015 GBP£0.02 25 Sep 2012 27 Sep 2015 AUS$0.02 19 Mar 2013 19 Mar 2016 AUS$0.007428 18 Apr 2013 19 Mar 2016 AUS$0.007428 29 Apr 2013 30 Sep 2014 AUS$0.0105 29 Apr 2013 30 Sep 2014 GBP£0.007 03 Jun 2013 03 Jan 2016 AUS$0.005963 19 For personal use only THOR MINING PLC Notes to the Accounts 14. Issued share capital (cont) Share options carry no rights to dividends and no voting rights. 1 2,000,000 share options were issued to Directors, Billing, Durack, Ireland and Ashton on 24 November, 2010. 2 500,000 share options each were issued to two former company consultants on 19 December, 2010. 3 500,000 share options were issued to exploration manager Bradey and CFO Burchard on 6 June, 2011. 4 4,000,000 warrants were issued to a UK associate, Simple CFD’s Ltd. on 10 August 2012. 5 1,100,000 share options were issued to employees on 25 September 2012. 6 84,141,088 share options were issued to the Lindsay Carthew Family Trust relating to the issue of the debt facility and the first draw down under that facility. 7 20,067,431 share options were issued as part of the open offer to CDI holders on the Australian register. 8 8,456,833 warrants were issued as part of the open offer to shareholders on the UK register. 9 62,887,808 share options were issued to The Lindsay Carthew Family Trust relating to the drawdown of funds under the debt facility. 15. Share option revaluation reserve At 1 July Lapse of 5,000,000 Directors options @ £0.0019 Lapse of 2,000,000 Directors options @ £0.0117 Attributed Valuation of Debt Facility options Valuation of 1,100,000 options @ £0.008030 Valuation of 4,000,000 options @ £0.005771 2013 £’000 132 - - 16 9 23 2012 £’000 165 (10) (23) - - - At 30 June 180 132 Options are valued at an estimate of the cost of the services provided. Where the fair value of the services provided cannot be estimated, the value of the options granted is calculated using the Black-Scholes model taking into account the terms and conditions upon which the options are granted. The following table lists the inputs to the model used for the year ended 30 June 2013. Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option Black Scholes valuation per option September 2012 0.00% A$0.016 A$0.02 146% 2.685% 3yrs August 2012 0.00% A$0.013 £0.02 137% 2.870% 2.87yrs A$0.0125 A$0.0085 £0.00803 £0.005771 20 For personal use only THOR MINING PLC 21 For personal use only THOR MINING PLC Notes to the Accounts 16. Analysis of changes in net cash and cash equivalents Cash at bank and in hand At 1 July 2012 £’000 526 Cash flows £’000 (328) Non-cash changes 30 June 2013 £’000 (10) £’000 188 17. Contingent liabilities and commitments a) Exploration commitments Ongoing exploration expenditure is required to maintain title to the Group mineral exploration permits. No provision has been made in the financial statements for these amounts as the expenditure is expected to be fulfilled in the normal course of the operations of the Group. b) Claims of native title The Directors are aware of native title claims which cover certain tenements in the Northern Territory. The Group’s policy is to operate in a mode that takes into account the interests of all stakeholders including traditional owners’ requirements and environmental requirements. At the present date no claims for native title have seriously affected exploration by the Company. c) Contingent Liability Under the terms of a debt facility agreement entered into, the company has jointly guaranteed the performance of its subsidiary companies, Molyhil Mining Pty Ltd, and T M Gold Pty Ltd in terms of those companies’ obligations to the lender. 18. Financial instruments The Group uses financial instruments comprising cash, liquid resources and debtors/creditors that arise from its operations. The Group’s exposure to currency and liquidity risk is not considered significant. The Group’s cash balances are held in Pounds Sterling and in Australian Dollars, the latter being the currency in which the significant operating expenses are incurred. To date the Group has relied upon equity funding to finance operations. The Directors are confident that adequate cash resources exist to finance operations to commercial exploitation but controls over expenditure are carefully managed. The net fair value of financial assets and liabilities approximates the carrying values disclosed in the financial statements. The currency and interest rate profile of the financial assets is as follows: Sterling Australian Dollars 2013 £’000 1 187 188 2012 £’000 79 447 526 The financial assets comprise interest earning bank deposits and a bank operating account. Set out below is a comparison by category of carrying amounts and fair values of all of the Group’s financial instruments recognised in the financial statements, including those classified under discontinued operations. The fair value of cash and cash equivalents, trade receivables and payables approximate to book value due to their short-term maturity. 22 For personal use only THOR MINING PLC Notes to the Accounts 18 Financial instruments (cont.) The fair values of derivatives and borrowings have been calculated by discounting the expected future cash flows at prevailing interest rates. The fair values of loan notes and other financial assets have been calculated using market interest rates. Financial assets: Cash and cash equivalents Trade receivables & other current assets Deposits supporting performance guarantees Financial liabilities: Trade and other payables Lease liability Long Term Finance 2013 2012 Carrying Amount £’000 Fair Value £’000 Carrying Amount £’000 Fair Value £’000 188 17 55 183 - 607 188 17 55 183 - 607 526 27 75 237 5 - 526 27 75 237 5 - The following table sets out the carrying amount, by maturity, of the financial instruments exposed to interest rate risk: Effective Interest Rate % < 1 year Maturing >1 to <2 Years >2 to <5 Years Total £’000 £’000 £’000 £’000 30-June 2013 Group Financial Assets Fixed rate At call Account – AUD 2.0% Term Deposit 128 60 188 - - - - - - 128 60 188 Financial Liabilities Fixed Rate Interest bearing liabilities 7.0% 0 0 607 607 30-June 2012 Group Financial Assets Fixed rate At call Account – AUD Term Deposit – AUD Financial Liabilities Fixed Rate Interest bearing liabilities 3.50% 5.72% 440 65 505 7.09% 6 - - - - - - - - 440 65 505 6 23 For personal use only THOR MINING PLC Notes to the Accounts 19. Related parties There is no ultimate controlling party. Thor has lent funds to its wholly owned subsidiaries, Molyhil Mining Pty Ltd., Hale Energy Ltd., Hatches Creek Pty Ltd., and TM Gold Pty Ltd to enable those companies to carry out its operations in Australia. At 30 June 2013 the estimated recoupable amount converted to £10,137,000. Thor Mining PLC engages the services of Ronaldson Solicitors, a company in which Mr Stephen Ronaldson is a Senior Partner. Mr Ronaldson is the UK based Company Secretary. During the year £66,000 (2012 £28,000) was paid to Ronaldson Solicitors on normal commercial terms. 20. Post balance sheet events In August 2013, the company raised £697,250 (before costs) through separate issues of 148,888,887 shares at 0.225 pence per share and 144,900,000 shares at 0.250 pence per share. In conjunction with that process, and recognising that prior to that date, the nominal value of shares in the company was 0.3 pence, the company’s shareholders approved on 3 September 2013, a re-organisation of the company’s shares which resulted in the creation of two classes of shares, being: • Ordinary shares with a nominal value of .01 pence, which will continue as the company’s listed securities. • Deferred shares with a value of 0.29 pence which, subject to the provisions of the Companies Act 2006, may be cancelled by the company, or bought back for £1 and then cancelled. These deferred shares will not be quoted and are effectively worthless. Subject to the above matters, there were no material events arising subsequent to 30 June 2013 to the date of this report which may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in the future. 24 For personal use only THOR MINING PLC ASX Additional Information Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below. Date and Place of Incorporation, and Application of Takeover Provisions a) b) c) The company was incorporated in England on 3 November 2004 as Thor Mining Ltd and was re- registered as a public company, with the name Thor Mining plc, on 6 June 2005. The company is not subject to Chapters 6, 6A, 6B and 6C of the Australian Corporations Act dealing with the acquisition of shares (including substantial shareholdings and takeovers). As a public company incorporated in England and Wales, Thor Mining Plc may be subject to the City Code on Takeovers and Mergers (the Code). Subject to certain exceptions and limitations, a mandatory offer is required to be made under Rule 9 of the Code broadly where: (i) a bidder and any persons acting in concert with it acquire shares carrying 30% or more of the voting rights of a target company; or (ii) if a bidder, together with any concert parties, increases its holding where its holding is not less than 30% but not more than 50% of the voting rights. Rule 9 requires a mandatory offer to be made in cash and at the highest price paid by the bidder (or any persons acting in concert with it) for any interest in shares of the relevant class during the 12 months prior to the announcement of the offer. In addition, save in certain specified circumstances, rule 5 of the code imposes restrictions on acquisitions which increase a person’s total number of voting rights in Thor Mining Plc (when aggregated with those of his concert parties) to 30% or more of the total voting rights of the company or if he, together with his concert parties, having an interest in 30% or more of such voting rights, acquires more voting rights up to (and including) a total of 50%. Where a bidder obtains acceptances of at least 90% of the shares subject to a takeover offer (which excludes any shares held by it or its concert parties) and acceptances of at least 90% of the voting rights carried by the shares subject to the offer, it can require the remaining shareholders who have not accepted the offer to sell their shares on the terms of the offer. Shareholdings (as at 10th September 2013) Class of shares and voting rights (a) at meetings of members or classes of members each member entitled to vote may vote in person or by proxy or attorney; and (b) on a show of hands every person present who is a member has one vote, and on a poll every person present in person or by proxy or attorney has one vote for each ordinary share held. On-market buy-back There is no current on-market buy-back. 25 For personal use only THOR MINING PLC Distribution of listed equity securities Category (number of shares/warrants) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Number of Shareholders 727 426 309 1158 788 3,408 The number of Australian shareholders holding less than a marketable parcel is 2,099. The minimum parcel size is 71,429 shares. Twenty largest shareholders as at 10 September 2013 Name XCAP Nominees Western Desert Resources Limited* HSDL Nominees Limited Barclayshare Nominees Limited TD Direct Investing Nominees Peel Hunt Holdings Limited Jim Nominees Limited Winterflood Securities Limited HSBC Client Holdings Investor Nominees Limited L R Nominees Limited Hargreaves Lansdown (Nominees) Limited (VRA) Vidacos Nominees Limited SVS (Nominees) Limited Hargreaves Lansdown (Nominees) Limited (HLNom) Mr & Mrs M Billing (Lapun Kamap Super Fund A/C) Share Nominees Limited JP Morgan Nominees Australia Limited Mick Ashton Nominees Pty. Ltd. Marnet Pty Ltd (The M L Weinberg Family A/C) TOTAL Number of shares held Percentage of shares held 182,581,666 14.30% 68,886,963 62,131,672 56,585,080 55,522,960 46,337,045 30,376,453 29,536,006 27,704,439 20,874,321 15,246,932 14,869,839 13,905,140 13,867,294 12,802,587 12,743,273 11,166,894 10,727,287 10,042,557 8,252,631 5.40% 4.87% 4.43% 4.35% 3.63% 2.38% 2.31% 2.17% 1.64% 1.19% 1.16% 1.09% 1.09% 1.00% 1.00% 0.87% 0.84% 0.79% 0.65% 704,161,039 55.16% Of the shares held by Western Desert Resources Limited, 21,666,667 are escrowed until 8 April 2014. Unlisted Option and Warrant holders as at 10 September 2013 Name Mr M R Billing Mr M K Ashton Mr G M Durack Mr T J Ireland Associates (2) Associates (2) Simple CFDS Limited (issued 10/08/2012) Associates (3) Lindsay Carthew Family Trust Lindsay Carthew Family Trust United Kingdom Based Shareholder Group (22) Australian Based Shareholder Group (59) Expiry Date Number of Warrants held Percentage of warrants held 24/11/2013 24/11/2013 24/11/2013 24/11/2013 20/12/2013 13/06/2014 21/06/2015 27/09/2015 19/03/2016 03/06/2016 30/09/2014 30/09/2014 2,000,000 2,000,000 2,000,000 2,000,000 1,000,000 1,000,000 4,000,000 1,100,000 84,141,088 62,887,808 8,400,833 20,067,431 1.05% 1.05% 1.05% 1.05% 0.52% 0.52% 2.10% 0.58% 44.15% 33.00% 4.41% 10.53% Total unlisted options/warrants 190,597,160 100.00% 26 For personal use only THOR MINING PLC Stock Exchanges Thor Mining PLC shares are dual listed on the AIM market and the Australian Stock Exchange. On the ASX they are traded as CDI’s. ASX CORPORATE GOVERNANCE DISCLOSURE The ASX Code on Corporate Governance requires that every public company disclose its compliance with each principle of the Code. During the financial year 2012/13 (“Reporting Period”) the Company has complied with each of the Ten Essential Corporate Governance Principles and Best Practice Recommendations as published by the ASX Corporate Governance Council, other than in relation to the matters specified below. Recommendation 2.1, 2.2, and 2.3 2.1 Majority of the Board should be Independent Directors. The Board considers that Mr M K Ashton, Mr G Durack, Mr T J Ireland and Mr D E Thomas are independent directors in accordance with Recommendation 2.1. Whilst the remaining director, Chairman, Mr M R Billing is not independent, the Board believes that all the individuals on the Board can make, and do make, quality and independent judgements in the best interests of the Company on all relevant issues. Any director having a conflict of interest in relation to a particular item of business must absent himself from the Board meeting before commencement of discussion on the topic. The Board considers that its structure has been, and continues to be, appropriate in the context of the Company's history and the size and scale of operations. The Company considers that the non- independent director possesses skills and experience suitable for building the Company. The Board intends to reconsider its composition as the Company's operations evolve, and appoint further independent directors as appropriate. 2.2 The Chairman should be an independent Director. Mr Michael Billing is the Executive Chairman and is not considered to be independent in respect of the ASX Corporate governance Council’s definition of independence. Mr Billing is a former Director and Chairman of Western Desert Resources Limited, a continuing shareholder of Thor Mining PLC, albeit no longer deemed to be a related party. The board considers that the expertise and dedication of Mr Michael Billing gives cohesiveness and organisation to the board and its functions. 2.3 The roles of chairperson and chief executive officer should not be exercised by the same individual. Mr Michael Billing as the Executive Chairman has also fulfilled the role of Chief Executive Officer of the Company following the departure of the former Chief Executive in June 2009. It is planned that Mr Billing continues in this role until such time as a new chief executive is recruited. Recommendation 2.4 A separate Nomination Committee has not been formed. The Board considers that the Company is not currently of a size to justify the formation of a nomination committee. The Board as a whole undertakes the process of reviewing the skill base and experience of existing Directors to enable identification or attributes required in new Directors. Where appropriate, independent advisers are engaged to identify possible new candidates for the Board. 27 For personal use only THOR MINING PLC Recommendation 3 Gender Diversity. Recommendation 3.2 The Board acknowledges the desirability of achieving gender diversity across the company, including within its permanent employees and also those individuals contracted to the company on long term, part time bases. The Board’s policy is to give women equal opportunity whenever a position is created. In view of the limited size of the company’s workforce, the company has not, at this time, developed a more formal policy on diversity. Recommendation 3.3 In view of the limited size of the Company’s workforce, the company is yet to develop measurable objectives for achieving gender diversity. The company recognises the importance of these objectives, and will revisit this matter as we expand our workforce. Recommendation 3.4 The following table discloses the proportion of women employees and contractors: Directors Other Senior Executives Other Permanent Employees Contractors Total Recommendation 4.2 Number of Women Employees Total Employees Proportion of Women Employees 0 0 1 0 1 5 1 1 3 10 0% 0% 100% 0% 10% A separate Audit Committee has not been formed. Number of audit committee meetings and names of attendees During the Reporting Period representatives of the audit committee met with the external auditors in respect of the half year and full year financial. Recommendation 4.3 The role of the Audit Committee is carried out by the full Board with specific assistance from the Executive Chairman and the Company Secretary. The Board considers this appropriate given its size and stage of development. As the Company grows, the Board intends to move towards an Audit Committee comprising primarily independent Directors. Recommendation 8.1 Non-disclosure of the process of evaluating the board The process for evaluation of the Board, individual Directors and key executives has not been disclosed. However, an evaluation of the Board, Directors and key executives does occur on an informal basis at least annually by the Chairman in conjunction with key Directors. 28 For personal use only THOR MINING PLC Recommendation 9.2 The full Board carried out the functions of the Remuneration Committee. All matters of remuneration were determined by the Board in accordance with Corporations Act requirements, especially in respect of related party transactions. That is, no Directors participated in any deliberation regarding their own remuneration or related issues. Skills, experience, expertise and term of office of each Director A profile of each Director containing the applicable information is set out on the Company’s website and elsewhere within this document. Identification of Independent Directors Mr M K Ashton, Mr G Durack, Mr T J Ireland and Mr D E Thomas are independent in accordance with the criteria set out in Box 2.1 of the ASX Principles and Recommendations. Statement concerning availability of independent professional advice Subject to the approval of the chairman, an individual Director may engage an outside adviser at the expense of Thor Mining PLC for the purposes of seeking independent advice in appropriate circumstances. Names of nomination committee members and their attendance at committee meetings The full Board carries out the functions of the Nomination Committee. The Board did not convene formally as the Nomination Committee during the Reporting Period, but rather, discussed relevant issues on an as-required basis at scheduled Board meetings. Names and qualifications of audit committee members The full Board performs the functions of the Audit Committee. Mr Michael Billing is financially literate. During the Reporting Period, an evaluation of the Board was conducted as an informal review during regular meetings of the Board. 29 For personal use only THOR MINING PLC TENEMENT SCHEDULE At 30 June 2013, the consolidated entity holds an interest in the following tenements: Project Tenement Area kms2 Area ha. Holders Company Interest EL22349 228.00 Molyhil Mining Pty Ltd Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Spring Hill Spring Hill Spring Hill Spring Hill Dundas Dundas EL28948 EL28949 ML23825 ML24429 ML25721 MLS77 MLS78 MLS79 MLS80 MLS81 MLS82 MLS83 MLS84 MLS85 MLS86 EL22957 EL28855 EL28981 EL29465 46.40 63.40 Molyhil Mining Pty Ltd Molyhil Mining Pty Ltd 95.92 Molyhil Mining Pty Ltd 91.12 Molyhil Mining Pty Ltd 56.2 Molyhil Mining Pty Ltd 16.18 Molyhil Mining Pty Ltd 16.18 Molyhil Mining Pty Ltd 8.09 Molyhil Mining Pty Ltd 16.18 Molyhil Mining Pty Ltd 16.18 Molyhil Mining Pty Ltd 8.09 Molyhil Mining Pty Ltd 16.18 Molyhil Mining Pty Ltd 16.18 Molyhil Mining Pty Ltd 16.18 Molyhil Mining Pty Ltd 8.05 Molyhil Mining Pty Ltd 10.35 16.68 19.89 13.36 10.10 TM Gold Pty Ltd TM Gold Pty Ltd TM Gold Pty Ltd TM Gold Pty Ltd TM Gold Pty Ltd EL63/872 132.02 TM Gold Pty Ltd EL63/1102 164.22 TM Gold Pty Ltd Spring Hill ML23812 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 51% 51% 100% 100% 100% 60% 60% 30 For personal use only
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