Company 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