2014 ANNUAL REPORT
For personal use only
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
(Executive Chairman)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
(Executive Director)
Joint Company Secretaries
Stephen Ronaldson
Ray Ridge
(United Kingdom)
(Australia)
Registered Office
3rd Floor
55 Gower Street
London WC1E 6HQ
Australian Office
58 Galway Ave, Marleston, South Australia 5033
+61 (0) 8 7324 1935
Telephone:
+61 (0) 8 8351 5169
Fax:
corporate@thormining.com
Email:
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
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
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2014 ANNUAL REPORT
Thor Mining PLC – Chairman’s Statement – 2014 Annual Report
The year ended June 2014 was one of substantial progress for Thor despite continued challenging
financial markets. As we move into the 2015 financial year, the Company has increasing
confidence of a positive outcome for our Molyhil tungsten project, with progress and discussions
favouring development funding being secured in the near term.
Tungsten
At Molyhil Thor’s marketing activities secured a Letter of Intent from US based Global Tungsten
& Powders undertaking, subject to due diligence and sourcing project finance, to purchase 70%
to 75% of tungsten concentrates produced. Subsequently Thor announced a statement of Open
Cut Ore Reserve for the Molyhil deposit of 3.0 million tonnes averaging 0.31% WO3 & 0.12% Mo,
classified as Probable. An upgraded Definitive Feasibility Study (DFS) is in progress and we
expect to see the outcomes of that study shortly. Directors expect that the revised DFS, and the
projects 50% longer mine life, will generate increased interest in the balance of concentrate off-
take and also provide confidence for funding institutions to provide project finance.
During the year Thor also announced that subject to due diligence and necessary shareholder and
regulatory approvals, an agreement to acquire the Pilot Mountain tungsten project in the United
States. This potential acquisition is an exciting step for Thor, as Pilot Mountain has a resource of
attractive size and grade, and has considerable exploration potential. It is additionally close to
infrastructure which we anticipate will underpin very competitive production costs. At the time of
writing, the acquisition remains subject to the approval of the vendors shareholders.
Gold
During the 2013 dry season, a Reverse Circulation (RC) drilling program was completed,
targeting near surface mineralisation most likely to enhance the initial mining inventory at the
Spring Hill gold project. The program proved very successful with mineralisation outside of the
existing resource intersected by several holes. Follow up screen fire assays from this program
substantially upgraded the grade of mineralisation compared with the more often used fire assay
process. Thor is evaluating the significance of this improvement, and its potential impact on the
rest of the resource.
During the year under review, Thor completed the expenditure requirement necessary to increase
its equity in the Spring Hill gold project from 51% to 80%. Thor now has the right to complete
the 80% acquisition at any time, subject to NT Government consent.
In August 20104 Thor was advised by Crocodile Gold Australian Operations Pty Ltd (“CGAO”) of
its withdrawal from a previously signed Memorandum of Understanding for toll treating Thor’s
Spring Hill gold ore at CGAO’s nearby processing operation.
At the Dundas gold project, progress was limited as the Company concentrated all available
funds on its other projects. Late in the year under review, Thor sold its interests in the base
metals opportunities at Dundas, as it is our belief that the acreage is most prospective for gold
mineralisation. Looking forward, the Company hopes to be in a position to test a number of
promising targets in the near term.
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Corporate activities
During the year under review, Thor continued to successfully raise funds, from a number of share
placings to new and existing sophisticated investors in the United Kingdom, and also in Australia.
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
the Company further explores our projects and moves towards the development of its maiden
mining operations.
Outlook
The Directors are confident of continued progress across the Group in the coming year. We look
forward with confidence to completing the DFS upgrade, securing project finance and then
commencing development at Molyhil.
Michael Billing
Chairman and Chief Executive Officer
3 September 2014
For personal use only
Molyhil Tungsten Project – Northern Territory
REVIEW OF OPERATIONS
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.
Highlights
• Letter of Intent for tungsten
concentrate offtake from Global
Tungsten & Powders.
• Ore sorting test work delivers
substantial cost savings and
enables processing of low grade
ore
• Ore Reserve upgrade extends
project life by 50% to 6 years.
Concentrate Offtake Agreements
Figure 1: Molyhil Location Map
In November 2013, Thor received a Letter of Intent from US-based Global Tungsten & Powders
undertaking, subject to due diligence and sourcing project finance, to purchase 70% to 75% of
tungsten concentrates produced from Molyhil, at pricing benchmarked against Metal Bulletin
(LMB) APT European free-market prices. Discussions with other parties, in respect of the balance
of the concentrates, continue.
Ore Sorting & Cost reduction
Initiatives
to
an
Ore sorting test work during the year
demonstrated
8%
up
improvement in metal value via ore
sorting, and also cost savings of
approximately
tonne,
equivalent to a 13% opex reduction
from
the 2012 DFS estimate of
A$90/tonne.
A$12
a
Figure 2: Ore Sort Schematic
For personal use only
Ore sorting results include:
1. Upgrade of low grade ore – the 2012 ore reserve & mining plan included mining, but not
processing, of 370,000 tonnes of low grade ore over the initial four year mine life. This low
grade ore averages 0.09% WO3 and 0.06% Mo, which if upgraded by ore sorting, would be
included in future mine planning, thus adding >8% in metal value to the processing circuit.
2. Processing variations – the removal, by ore sorting, of some non-mineralised material has
changed the make-up of the ore feed into the processing plant. Subsequent metallurgical
testwork to demonstrate that a saleable concentrate will still be produced without materially
impacting on recovery, is nearing completion.
Cost Reductions
1. Mining Costs - the 2012 DFS cost structure used contract mining costs at $24/tonne, as part
of an Ore Reserve Study. Subsequently, owner operated mining costs have been estimated at
approximately $20/tonne ore, indicating a saving of up to $4/tonne.
2. Infrastructure costs – by electing to purchase the camp and diesel power generation system,
rather than leasing these facilities, the Company has eliminated these operating expenses.
Molyhil Open Cut Ore Reserve Statement
In July 2014, Thor announced a statement of Open Cut Ore Reserve for the Molyhil deposit of 3.0
million tonnes averaging 0.31% WO3 & 0.12% Mo, classified as Probable. See Table 1.
Table 1: Molyhil Open Cut Ore Reserve Statement
Classification
Reserve
WO3
Mo
‘000 Tonnes Grade % Tonnes Grade % Tonnes
Probable
3,000
0.31
9,200
0.12
3,600
Total
3,000
0.31
9,200
0.12
3,600
Notes:
• Thor Mining PLC holds 100% equity interest in this reserve.
• 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 150 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
US$408/mtu for WO3 concentrate and US$12.76/lb for Mo concentrate at an exchange
rate of US$0.83 to A$1.00. The WO3 and Mo Processing Recovery post ore sorting used
was 85% and 77.8% respectively.
Next Steps for Molyhil
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 project
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
agreements 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.
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Metal Prices
At the time of writing this report, the selling price in Europe of Tungsten APT sits at US$370/mtu,
while the price of Molybdenum Roasted Concentrates is US$13.00/lb (Figure 3).
Figure 3: Tungsten & Molybdenum price movements (Metal Pages.com)
Pilot Mountain Tungsten Project – United States
On 10 June 2014, Thor announced that subject to due diligence and necessary shareholder and
regulatory approvals, an agreement to acquire the Pilot Mountain tungsten project in the United
States from Black Fire Minerals Limited¹ (“Black Fire”)(ASX: “BFE”). Consideration for the
acquisition has been agreed between the parties at 418,750,000 ordinary shares in Thor, and
which will be subject to a 12 month escrow period.
¹Thor Chairman, Mick Billing is also non-Executive Chairman of Black Fire Minerals Limited.
Highlights
• Acquisition valued at A$1.675
million.
• Desert Scheelite JORC Resource1
of 6.8 million tonnes @ 0.31%
WO3.
• Garnet Exploration Target2 of
1.5 to 2.0 million tonnes @ 0.35
– 0.4% WO3.
• Gunmetal Exploration Target3 of
1.5 to 2.0 million tonnes @ 0.37
– 0.42% WO3.
• Substantial exploration upside
with high grade tungsten &
copper intercepts to follow up.
As part of the acquisition, Thor will also acquire a debt of A$625,000, partially secured against the
project, payable by 30 September 2015. The debt was incurred by Black Fire to meet the final
March 2014 payment for the project.
For personal use only
The Pilot Mountain project is situated in south-western Nevada approximately 200kms south of
Reno. It comprises four deposits; Desert Scheelite, Gunmetal, Garnet and Good Hope. All are in
close proximity (~3 kilometres), and have been subjected to low-scale mining activities at
various times during the 20th century. At Desert Scheelite, a 2012 JORC-compliant Indicated &
Inferred resource has been estimated & reported. At Garnet and Gunmetal, mineralisation of
similar grade and character has been outlined by drilling to ‘Exploration Target’ level of
estimation. Good Hope comprises some minor historic workings and one drill hole amongst
several, which intersected 43m @ 0.41% WO3, from surface.
The Desert Scheelite Indicated + Inferred Resource comprises 6.8 million tonnes @ 0.31% WO3,
0.17% Copper, and 22.8g/t (grams/tonne) Silver, announced on 10 June 2014.
Table 2: Desert Scheelite Resource Estimate
Desert
Scheelite
Resource
WO3
Ag
Cu
Tonnes
Grade %
Contained
metal (t)
Grade
g/t
Contained
metal (t)
Grade
%
Contained
metal (t)
Indicated
6,090,000
0.31
18,900
24.2
150
0.16
10,000
Inferred
700,000
0.30
2,100
9.1
10
0.24
2,000
Total
6,790,000
0.31
21,000
22.8
160
0.17
12,000
Note: Resource 100% owned by Black Fire Minerals Limited group
The due diligence process on the Pilot Mountain project is proceeding and Thor Mining
shareholders approved the issue of the consideration securities to Black Fire Minerals at a
General Meeting of shareholders on 31st July 2014. The acquisition is also subject to various
Black Fire Minerals Limited shareholder approval processes including an independent expert’s
report on the project, which has been commissioned by Black Fire.
Exploration and evaluation activities at Pilot Mountain are not scheduled until after the acquisition
is finalised.
1Golder Associates Pty Ltd, “Resource Evaluation – Desert Scheelite Tungsten” August 2012, Black
Fire Minerals Limited (ASX: “BFE”), ASX Announcement “Pilot Mt Tungsten - Maiden Resource
Exceeds Expectations”, 9 July 2012.
²Exploration Targets are conceptual in nature and there has been insufficient exploration to define
a Mineral Resource under the JORC Code and it is uncertain if further exploration will result in the
determination of a Mineral Resource.
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Spring Hill Gold Project – Northern Territory
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 powerlines. Thor has met the
expenditure requirement necessary to exercise its right to acquire an 80% interest.
Highlights
• Screen Fire Assays show a 50%
increase in grade
• Metallurgical test work demonstrates
very high gravity recovery
• Project expenditure meets requirement
to increase equity to 80%
Exploration
(RC)
drilling
During the 2013 dry season, a Reverse
program
Circulation
comprising 2,171 metres from 25 holes
was completed. The program targeted near
surface mineralisation most
to
enhance the initial mining inventory. The
program proved very successful with
mineralisation outside of
the existing
resource intersected by several holes such
as those shown in Figures 5 & 6.
likely
Figure 4: Spring Hill Location Map
Figures 5: Spring Hill drill cross section
showing new mineralisation intersected outside
the existing resource.
Figures 6: Plan showing part of Spring Hill drilling
area with four drill intersections outside of existing
resource.
A selection of 89 samples from the 2013 RC drill program was resubmitted for screen fire assay.
The results confirmed that a significant amount of the gold mineralisation is coarse grained and
thus is potentially amenable to gravity separation. Additionally, the screen fire assays returned
predominantly higher gold grades than from the earlier conventional fire assay. The following
table (Table 3) shows average upgrades for various grade ranges, as reported in January 2014,
and indicates a substantial improvement in most ranges.
For personal use only
Table 3: Percentage upgrade of contained gold from screen fire assay of 2013 RC
drilling program
From
To
No of
Samples
Original Assay
Average
g/t
0.5
1.0
1.5
2.0
2.5
3.0
3.5
>4.0
g/t
<0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
2
17
9
6
8
10
6
9
21
g/t
0.39
0.72
1.26
1.68
2.29
2.68
3.23
3.76
16.54
Screen Fire
Assay Average
g/t
0.33
1.29
1.85
2.02
4.75
4.15
4.05
5.29
17.91
Upgrade
%
Upgrade
g/t
-0.06
0.57
0.59
0.34
2.46
1.47
0.82
1.53
1.37
-15%
+79%
+47%
+20%
+107%
+55%
+25%
+41%
+8%
All original fire assays greater than 2.0g/t au were submitted for subsequent screen fire assay
testing, and approximately one third of those between 0.5g/t and 2.0 g/t.
Historical records show that less than 5% of samples, in the grade range from 0.5g/t and above
from 23 kilometres of drilling in the early 1990s, were subject to follow-up screen fire assays.
Information about any upgrade in values from this time is not, at this stage, available.
The implications on the overall resource at Spring Hill of a grade increase, from screen fire
assaying, is being assessed by independent resource consultants. Further confirmatory testing
may be undertaken. If the trends shown in Table 2 are supported, then a substantial upgrade in
both the resource estimate, and the size and scope of future mining operations, may emerge.
Project Equity
During the year under review, Thor completed the expenditure requirement necessary to increase
its equity in the Spring Hill gold project from 51% to 80%. Thor now has the right to complete
the 80% acquisition at any time, subject to NT Government consent, through the issue to
Western Desert Resources (WDR) of 5 million ordinary shares plus shares to the value of
A$500,000.
Dundas Gold Project – Western Australia
Exploration projects
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 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
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
For personal use only
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
Tungsten and Molybdenum
Reserves and Resources
Summary of Molyhil Mineral Resource Estimate (Reported on 30 January 2014)
Classification Resource
WO3
Mo
Tonnes Grade % Tonnes Grade % Tonnes
Fe
Grade
%
Indicated
3,820,000
0.29
10,900
0.13
4,970
18.8
Inferred
890,000
0.25
2,200
0.14
1,250
15.2
Total
Notes
4,710,000
0.28
13,100
0.13
6,220
18.1
• Thor Mining PLC holds 100% equity interest in this reserve.
• Mineral Resource reported at 0.1% combined Mo + WO3 Cut-off and above 200mRL
only.
• Minor rounding errors may occur in compiled totals.
Molyhil Open Cut Ore Reserve Statement (Reported on 29 July 2014)
Classification
Reserve
WO3
Mo
‘000 Tonnes Grade % Tonnes Grade % Tonnes
Probable
Total
3,000
3,000
0.31
9,200
0.12
3,600
0.31
9,200
0.12
3,600
Notes:
• Thor Mining PLC holds 100% equity interest in this reserve.
• 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 150 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
US$408/mtu for WO3 concentrate and US$12.76/lb for Mo concentrate at an exchange
rate of US$0.83 to A$1.00. The WO3 and Mo Processing Recovery post ore sorting used
was 85% and 77.8% respectively.
The information in this report that relates to the Molyhil Mineral Resource is based on information
compiled by Mr Trevor Stevenson. Mr Stevenson is a Fellow of the Australasian Institute of Mining
and Metallurgy, a member of MICA and a CP, and a full time employee of RPM. 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 has undertaken to qualify as a Competent Person as
defined in the 2012 Edition of the ‘Australasian Code for the Reporting of Exploration Results,
Mineral Resources and Ore Reserves’.
Mr Stevenson is not aware of any new information or data that materially affects the information
included in the RUL 2012 report on which this current report is based. Mr Stevenson has no
economic, financial or pecuniary interest in Thor Mining PLC and there is no issue that could be
perceived as a conflict of interest.
The information in this report that relates to the Molyhil Open Cut Ore Reserve is prepared by
Andrew Vidale who is a Member of The Australasian Institute of Mining and Metallurgy. Andrew
Vidale is a full time employee of AVCS and has sufficient experience relevant to the style of
For personal use only
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 2012 Edition of the “Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves” (“The JORC Code 2012
Edition”). Andrew Vidale consents to the inclusion of material within this report by Thor.
Gold
Spring Hill Resource Estimate
Summary of Spring Hill Mineral Resource Estimate - the resource is classified as
Indicated
Zone of Oxidation
Transition Zone
Unweathered Zone
Total
Notes:
Tonnes
Grade
Contained Gold
(Mt)
4.6
1.3
4.06
10.0
g/t Au
(K oz.)
1.28
1.41
1.54
1.4
190
59
201
450
• Thor Mining PLC holds equity rights to 80%of this resource
• Cut-off grade: 0.5 g/t;
• Estimate has been rounded to reflect accuracy.
• 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 2014.
Review of Operations
The net result of operations for the year was a loss of £780,000 (2013 loss: £1,124,000).
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 40 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. 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 Black Fire Minerals
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 past Director of ASX listed company Western Desert Resources Limited.
Gregory Durack M. Aus IMM – Non-Executive Director
Greg Durack 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 consultant to
a number of junior resources companies. Trevor was appointed to the Board in March 2010.
For personal use only
David Edward Thomas – BSc(Eng), ARSM, FIMM, FAusIMM (CPMin) - 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.
Ray Ridge - Chief Financial Officer/Company Secretary
Mr Ridge is a chartered accountant with over 20 years accounting and commercial management
experience. Previous roles include Senior Audit Manager with Arthur Andersen, Financial
Controller and then Divisional CFO with Elders Ltd, and more recently, General Manager
Commercial & Operations at engineering and construction company Parsons Brinckerhoff. Mr
Ridge was appointed 7th April 2014.
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 ISDX. 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
9.25%, (9.5% as of 1 July 2014) 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 Michael Billing who is paid A$1,200 per day and Mr David Thomas who is paid A$1,500
per day.
For personal use only
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%.
The Company is currently finalising due diligence for the acquisition of a Pilot Mountain tungsten
project in the US state of Nevada, from Black Fire Minerals Limited (ASX: “BFE”). The Term
Sheet is subject to normal due diligence and necessary shareholder and regulatory approvals.
A detailed review of the Group’s activities is set out in the Review of Operations.
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.
Results and dividends
The Group incurred a loss after taxation of £780,000 (2013 loss: £1,124,000). 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
At the date these financial statements were approved, the Directors were not aware of any other
significant post balance sheet events other than those set out in note 20 to the financial
statements.
Substantial Shareholdings
At 8 August 2014, the following had notified the Company of disclosable interests in 3% or more
of the nominal value of the Company’s shares:
Lanstead Capital LP
Barclayshare Nominees Limited
HSDL Nominees Limited
TD Direct Investing Nominees (Europe) Limited
Peel Hunt Holdings Limited
Ordinary
shares
480,499,121
168,981,807
117,070,487
114,063,341
76,997,430
%
20.9
7.34
5.08
4.95
3.34
For personal use only
Directors & Officers Shareholdings
The Directors and Officers who served during the period and their interests in the share capital of
the Company at 30 June 2014 were follows:
Ordinary Shares/CDIs
Unlisted Options
30 June 2014 30 June 2013 30 June 2014 30 June 2013
Michael Billing
32,854,773
16,783,345
3,731,344
5,731,344
Michael Ashton
24,182,745
21,275,602
3,731,344
5,731,344
Gregory Durack
8,969,087
6,111,944
1,492,538
3,492,538
Trevor Ireland
7,544,929
5,537,786
1,119,403
3,119,403
David Thomas
6,185,502
3,328,359
1,164,180
1,164,180
Richard Bradey
794,800
794,800
500,000
1,000,000
Allan Burchard
678,060
678,060
189,030
689,030
Directors’ Remuneration
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
(£22,600). From 1st January 2010 the Directors elected to accept half fee arrangements until
further notice. This arrangement remains in place, with one exception. The payment for the first
quarter, ending 30 September 2013 was A$10,000, in recognition of the Directors accepting
Shares in lieu of a cash payment.
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.
2014
Salary
and
Fees
£’000
Post
Employment
Superannuation
£’000
Short-
term
employee
benefits
Salary &
Fees
£’000
Share
Options
Granted
during
the
year
No.
Options
(based
upon
Black-
Scholes
formula)
£’000
Total
Fees for
Services
rendered
£’000
Total
Benefit
£’000
1
52
1
0
1
1
0
0
0
0
0
0
0
0
113
14
14
34
113
14
14
34
113
14
14
34
112
14
13
33
Directors: 4
Michael Billing3,5
Gregory Durack1
Michael Ashton
Trevor Ireland3
David Thomas3
Key Personnel:
Ray Ridge
Richard Bradey
Allan Burchard2
2013 Total
1 Fees payable to Mr. Durack are paid to Martineau Resources Pty Ltd.
2 Mr Burchard ceased employment with the Company on 7th April 2014.
3 As at 30 June 2014, accrued amounts of £73,035, £28,905, and £24,505 respectively remained
unpaid to Messrs. Billing, Thomas and Ireland.
4 Each of the Directors received £6,000 of their Directors fees by shares in lieu of cash payment.
5 Mr Billing received a further £48,000 of his remuneration by shares in lieu of cash payment.
16
130
35
16
119
35
16
130
35
16
130
35
0
11
0
0
0
0
0
0
0
409
409
394
409
15
53
53
53
0
0
0
0
2013
Salary
and
Fees
£’000
Post
Employment
Superannuation
£’000
Short-
term
employee
benefits
Salary &
Fees
£’000
Share
Options
Granted
during
the
year
No.
Total
Fees for
Services
rendered
£’000
Options
(based
upon
Black-
Scholes
formula)
Total
Benefit
£’000 £’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
0
0
0
0
0
148 500,000
0
52
0
0
0
0
0
3
0
116
13
14
27
65
151
52
419
2013 Total
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.
435 500,000
435
438
16
3
For personal use only
Remuneration Report
This report outlines the remuneration arrangements in place for directors and other key
management personnel of Thor Mining PLC.
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:-
2014
Michael Billing
Gregory Durack
Michael Ashton
Trevor Ireland
David Thomas
Corporate Governance
Meetings
held whilst in
Office
10
10
10
10
10
Meetings
attended
10
9
9
9
10
A statement on Corporate Governance is provided immediately after this Directors Report.
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 day to 60 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 is aware of that information.
For personal use only
Co No: 05276414
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.
Going Concern
Notwithstanding the loss incurred during the period under review, the Directors are of the opinion
that ongoing evaluations of the Company’s interests indicate that preparation of the Group’s
accounts on a going concern basis is appropriate. As a junior exploration company, the Directors are
aware that the Company must go to the marketplace to raise cash to meet its exploration and
development plans.
Statement of Directors’ Responsibilities
Company law in the United Kingdom requires the Directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the company and the group
and of the profit or loss of the group for that period. In preparing those financial statements, the
Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the group will continue in business.
The Directors are responsible for keeping proper accounting records, for safeguarding the assets of
the group and for taking reasonable steps for the prevention and detection of fraud and other
irregularities. They are also responsible for ensuring that the annual report includes information
required by the Alternative Investment Market (“AIM”) of the London Stock Exchange plc.
Electronic communication
The maintenance and integrity of the Company’s website is the responsibility of the Directors: the
work carried out by the auditors does not involve consideration of these matters and, accordingly,
the auditors accept no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
The Company’s website is maintained in accordance with AIM Rule 26.
Legislation in the United Kingdom governing the preparation and dissemination of the financial
statements may differ from legislation in other jurisdictions.
This report was approved by the board on 3 September 2014.
Michael Billing
Ray Ridge
Executive Chairman
Chief Financial Officer
For personal use only
Corporate Governance Statement
This Corporate Governance Statement has been approved by the Board of Directors, and the
effective date is 3 September 2014. The Board is committed to maintaining high standards of
corporate governance. The Board has given consideration to the code provisions set out in the UK
Corporate Governance Code (the "UK Code") issued by the Financial Conduct Authority and in
accordance with the AIM Rules. Whilst the Company is not required to comply with the UK Code, the
Company’s corporate governance procedures take due regard of the principles of Good Governance
set out in the UK 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, one Executive Director and
three Non-Executive Directors. The Directors are of the opinion that the Board comprises a suitable
balance and that the recommendations of the UK 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.
Directors are classified as Independent where they are not involved in the day to day management
and decision making of the Company. However, Directors are often engaged to provide specific
services relevant to their skills and knowledge. Where these additional services do not involve day
to day management and decision making, there is no impact their classification as ‘Independent’. At
present, the Board considers Mr Trevor Ireland, Mr Michael Ashton and Mr Gregory Durack to be
Independent Directors.
The Board undertakes an annual review of its own performance and that of its committees and
individual Directors. This includes an assessment of the relevance of the mix of skills of the Board
against the current and future activities of the Company.
The Company
is a mineral exploration and development company with an advanced
tungsten/molybdenum project poised for development and exciting gold exploration projects. The
Board seeks to increase shareholder value by systematically exploring its resource portfolio. The
Company’s Directors are experienced in the mineral and finance sectors. They are practised in:
evaluating mining assets; raising funds on international capital markets; evaluating acquisition and
investment prospects and the day to day management of public companies.
Board Meetings
The Board meets regularly throughout the year. At least nine meeting are held per annum. 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 Joint Company
Secretaries. 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 joint company secretaries, 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. This is considered appropriate to the current size and nature of the
Company’s operations.
For personal use only
Corporate Governance Statement
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.
Given the Company’s current size and nature of operations, it is not cost effective to maintain an
Internal Audit function.
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.
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.
For personal use only
Corporate Governance Statement
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.
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.
For personal use only
For personal use only THOR MINING PLC
Consolidated Statement of Comprehensive Income for the year ended 30 June 2014
Consolidated
Company
Note
£'000
2014
£'000
2013
£'000
2014
£'000
2013
Administrative expenses
Corporate expenses
Unrealised loss on financial assets
Unrealised Gain on financial liablities
Share based payment expense
Gain (Loss) on disposal of assets
Impairment subsidiary loans
Impairment subsidiary investments
Impairment of exploration assets
Operating Loss
Interest received
Interest paid
Other income
Currency losses
Loss before Taxation
Taxation
Loss for the period
Other comprehensive income:
(136)
(498)
(164)
54
-
-
-
-
-
(744)
3
(39)
(131)
(686)
-
12
(48)
-
-
(278)
(1,131)
7
- -
- -
(1,124)
-
(1,124)
(780)
-
(780)
5
-
(499)
-
-
(404)
(164)
54
-
-
(706)
(560)
-
(48)
-
(776)
(140)
-
(1,780) (1,463)
-
-
-
-
-
-
(1,780) (1,463)
-
(1,780) (1,463)
-
Exchange differences on translating foreign
operations
Other comprehensive income for the period,
net of income tax
Total comprehensive income for the period
(1,000)
(776)
(1,000)
(776)
-
0
-
0
(1,780)
(1,900)
(1,780) (1,463)
Loss per share
Basic and diluted – pence per share
6
(0.06)
(0.13)
The accompanying notes form part of these financial statements.
1
For personal use only
THOR MINING PLC
Consolidated Balance Sheet at 30 June 2014 Co No: 05276414
Consolidated
Company
Note
£'000
£'000
£'000
£'000
2014
2013 2014
2013
ASSETS
Non-current assets
Intangible assets - deferred exploration costs
Investments in subsidiaries
Loans to subsidiaries
Trade receivables & other assets
Deposits to support performance bonds
Plant and equipment
Total non-current assets
Current assets
Cash and cash equivalents
Trade receivables & other assets
Total current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Provisions
Total current liabilities
Non-current liabilities
Interest bearing liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued share capital
Share premium
Foreign exchange reserve
Merger reserve
Option revaluation reserve
Retained losses
Total equity
7
8
8
11
9
10
11
12
13
14
15
-
-
10,246 10,557
-
- 560
- 10,065 10,137
-
-
-
55
-
66
10,556 10,678 10,290 10,697
-
-
225
50
35
225
-
-
10
84
94
2
13
15
10,650 10,883 10,332 10,712
188
17
205
4
38
42
(351)
(12)
(363)
(183)
(15)
(198)
(45)
-
(45)
(27)
-
(27)
(553)
(553)
(916)
(607)
(607)
(805)
(553)
(553)
(598)
(607)
(607)
(634)
9,734 10,078
9,734 10,078
3,020
2,948
3,020
2,948
13,884 12,520 13,884 12,520
-
405
180
(9,694) (9,050) (7,619) (5,975)
3,075
405
180
2,075
405
44
-
405
44
9,734 10,078
9,734 10,078
The accompanying notes form part of these financial statements. These Financial Statements were approved
by the Board of Directors on 3 September 2014 and were signed on its behalf by:
Michael Billing
Executive Chairman
Ray Ridge
Chief Financial Officer
2
For personal use only
THOR MINING PLC
Consolidated Cash Flow Statement for the year ended 30 June 2014
Consolidated
Company
£'000
£'000
£'000
£'000
2014
2013
2014
2013
Cash flows from operating activities
Operating Loss
(744)
(1,131)
(1,780) (1,463)
Decrease/(increase) in trade and other receivables
Increase/(decrease) in trade and other payables
Increase/(decrease) in provisions
Depreciation
(1)
59
(1)
23
(10)
54
3
27
Exploration expenditure written off
-
278
3
18
-
-
-
Impairment subsidiary loans
Revaluation foreign currency loan
Share based payment expense
Impairment subsidiary investments
Loss on revaluation of financial assets
Profit on sale of fixed assets
-
(54)
97
-
(53)
706
(54)
48
-
-
164
-
-
-
(12)
560
164
-
(13)
23
-
-
-
776
(53)
48
140
-
-
Net cash outflow from operating activities
(457)
(796)
(383)
(542)
Cash flows from investing activities
Interest received
Interest paid
Expenditure on performance bonds
Proceeds from sale of fixed assets
3
(39)
-
2
7
-
20
12
-
-
-
-
Purchase of property, plant and equipment
Payments for exploration expenditure
-
(563)
(38)
(1,564)
-
(19)
-
-
-
-
-
-
Loans to controlled entities
-
-
(537) (1,571)
Net cash outflow from investing activities
(597)
(1,563)
(556) (1,571)
Cash flows from financing activities
Borrowings
Repayment of borrowings
Net issue of ordinary share capital
Net cash inflow from financing activities
-
660
- 660
-
(5)
-
-
941
941
1,376
2,031
941
1,376
941
2,036
Net decrease in cash and cash equivalents
(113)
(328)
2
(77)
Non cash exchange changes
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
(65)
188
10
(10)
-
526
188
2
4
-
79
2
3
For personal use only
THOR MINING PLC
Consolidated Statement of Changes in Equity For the year ended 30 June 2014
Consolidated
Balance at 1 July 2012
Loss for the period
Foreign currency
translation reserve
Total comprehensive (loss)
for the period
Issued
share
capital
£'000
Share
premium
£'000
Retained
losses
£'000
Foreign
Currency
Translation
Reserve
£'000
Share
Based
Payment
Reserve
£'000
Merger
Reserve
£'000
Total
£'000
2,284
-
-
11,718
-
-
(7,926)
(1,124)
-
3,851
-
(776)
405
-
-
132
-
-
10,464
(1,124)
(776)
-
-
(1,124)
(776)
-
-
(1,900)
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Share options issued
At 30 June 2013
953
(151)
-
12,520
664
-
-
2,948
-
-
-
(9,050)
-
-
-
3,075
-
-
-
405
-
-
48
1,617
(151)
48
180 10,078
2,948
12,520
(9,050)
3,075
405
180 10,078
Balance at 1 July 2013
Loss for the period
Foreign currency
translation reserve
Total comprehensive (loss)
for the period
-
-
-
-
-
-
(780)
-
-
(1,000)
(780)
(1,000)
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Share options lapsed
At 30 June 2014
1,463
(99)
-
13,884
72
-
-
3,020
-
-
136
(9,694)
Company
Balance at 30 June 2012
Loss for the period
2,284
-
11,718
-
(4,512)
(1,463)
Total comprehensive (loss)
for the period
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Share options issued
953
(151)
-
664
-
-
-
-
(1,463)
-
-
-
At 30 June 2013
2,948
12,520
(5,975)
Balance at 1 July 2013
Loss for the period
2,948
-
12,520
-
(5,975)
(1,780)
Total comprehensive (loss)
for the period
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Share options lapsed
1,463
(99)
-
72
-
-
-
-
-
-
136
(1,780)
At 30 June 2014
3,020
13,884
(7,619)
-
-
-
2,075
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
405
405
-
-
-
-
-
-
-
-
(780)
(1,000)
(1,780)
-
-
(136)
44
1,535
(99)
0
9,734
132 10,027
(1,463)
-
-
(1,463)
-
-
48
1,617
(151)
48
405
180 10,078
405
-
180 10,078
(1,780)
-
-
-
-
-
-
(1,780)
-
-
(136)
1,535
(99)
0
405
44
9,734
4
For personal use only
THOR MINING PLC
Notes to the Accounts for the year ended 30 June 2014
1
Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year ended 30 June 2014 were
authorised for issue by the Board on 3 September 2014 and the balance sheets signed on the
Board's behalf by Michael Billing and Ray Ridge. 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 of assets and financial instruments to fair value 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
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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. (2013: £ 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, the fair value of the Options granted
is 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
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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
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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 Companies Act 2006 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
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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
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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
2014
£’000
23
28
-
-
228
2013
£’000
27
29
-
48
235
Auditors’ remuneration for audit services above includes £19,500 (2013 £18,675) to Chapman Davis
LLP for the audit of the Company. Remuneration to BDO for the audit of the Australian subsidiaries
was £7,3544 (2013 £9,974).
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
9.25% 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 Michael Billing at a rate of $1,200 per day and Mr David Thomas 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) Directors
Gregory Durack
Michael Ashton
Trevor Ireland
David Thomas
(iii) Executives
Ray Ridge
Stephen Ronaldson
Richard Bradey
Executive Chairman and Chief Executive Officer
Non-executive Director
Non-executive Director
Non-executive Director
Executive Director
CFO/Company Secretary (Australia)
Company Secretary (UK)
Chief Exploration Geologist
10
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THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (cont)
(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
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THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (cont)
30 June 2014
Directors: 4
Michael Billing3,5
Gregory Durack
Michael Ashton
Trevor Ireland3
David Thomas3
Other Personnel:
Salary & Fees
£’000
Shares
£’000
Total
£’000
65
8
8
28
47
48
6
6
6
6
113
14
14
34
53
Richard Bradey
Alan Burchard2
Ray Ridge1
1 Appointed 7 April 2014
2 Resigned 7 April 2014
3 As at 30 June 2014, accrued amounts of £73,035, £28,905, and £24,505 respectively remained unpaid to Messrs. Billing, Thomas and
Ireland.
4 Each of the Directors received £6,000 of their Directors fees by shares in lieu of cash payment.
5 Mr Billing received a further £48,000 of his remuneration by shares in lieu of cash payment.
130
35
16
130
16
35
Salary & Fees
Options
Total
30 June 2013
Directors:
Michael Billing
Gregory Durack
Michael Ashton
Trevor Ireland
David Thomas
Other Personnel:
Richard Bradey
Allan Burchard
116
13
14
27
65
148
52
-
-
-
-
-
3
-
(c) Compensation by category
Group
Key Management Personnel
Short-term
Post-employment
2014
£’000
394
15
409
116
13
14
27
65
151
52
2013
£’000
420
18
438
(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 2014 and
30 June 2013.
12
For personal use only
THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (cont)
(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
2013
Directors
Executive
Michael Billing
5,731,344
David Thomas
1,164,180
Non-Executive
Gregory Durack
3,492,538
Michael Ashton
5,731,344
Trevor Ireland
3,119,403
Other Personnel
Richard Bradey
1,000,000
Allan Burchard
689,030
Held at
1 July 2012
Acquired
through
Open Offer
Key Management
Personnel
Directors
Executive
Granted as
remuneration
Expired Exercised
Held at 30
June
2014/or at
date of
resignation
Vested and
exercisable
at 30 June
2014
- 2,000,000
-
3,731,344
3,731,344
- 2,000,000
- 2,000,000
- 2,000,000
-
-
500,000
500,000
-
-
-
-
-
Granted as
remuneration
Disposal/
Expired
Exercised
1,164,180
1,164,180
1,492,538
1,492,538
3,731,344
3,731,344
1,119,403
1,119,403
500,000
500,000
189,030
189,030
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
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)
2014
£’000
98
17
38
2013
£’000
102
13
51
(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 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
2014
2013
£’000
£’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
Effective rate of corporation tax in the UK
2014
2013
£’000
£’000
(780)
(1,124)
22.5%
23.75%
Loss on ordinary activities multiplied by the standard rate of corporation tax
(176)
(267)
Effects of:
Share based payments not allowable
Future tax benefit not brought to account
Current tax charge for year
-
176
-
11
256
-
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
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THOR MINING PLC
Notes to the Accounts
6.
Loss per share
Loss for the year
£'000
2014
£'000
2013
(780)
(1,124)
Weighted average number of Ordinary shares in issue
1,361,701,716 886,267,738
Loss per share – basic
(0.06)p
(0.13)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
Disposals
Exchange loss
Write off exploration tenements for year
At 30 June
Amortisation
At 1 July and 30 June
Write off exploration tenements previously impaired
Balance
Impairment for period
Exchange gain
At 30 June
£'000
£'000
2014
2013
10,557
11,925
-
(1,890)
10,557
10,035
669
(39)
(941)
-
1,488
-
(688)
(278)
10,246
10,557
-
-
1,890
(1,890)
-
-
-
-
-
-
-
-
Net book value at 30 June
10,246
10,557
As at 30 June 2014 the Directors undertook an impairment review of the deferred exploration costs,
as a result of which, no provision for impairment was required (2013: £278,000 provision required).
15
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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
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
Hale Energy Limited 3
Shares
held Class
Ordinary
Ordinary
Ordinary
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 Hale Energy Limited ceased exploration activities and is now dormant
4 Hatches Creek Pty Ltd was deregistered during the year
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
2014
£’000
700
(700)
-
1,277
(1,277)
-
-
2013
£’000
700
(140)
-
1,277
(1,277)
-
560
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
Less: Impairment provision against loan
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
2014
£’000
7,006
(260)
4,541
(1,222)
-
-
358
(358)
2013
£’000
6,933
-
3,979
(775)
257
(257)
358
(358)
10,065
10,137
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THOR MINING PLC
Notes to the Accounts
8.
Investments – Company (cont)
(b) Loans to subsidiaries (cont)
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.
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
£'000
£'000
£'000
£'000
2014
2013
2014
2013
50
50
55
55
108
(73)
35
146
(80)
66
-
-
-
-
-
-
-
-
-
-
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 £Nil (2013: £Nil)
At 1 July
Additions
FX decrease
Disposals
Depreciation expense
At 30 June
66
-
(6)
(2)
(23)
35
55
40
(2)
-
(27)
66
-
-
-
-
-
-
-
-
-
-
-
-
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THOR MINING PLC
Notes to the Accounts
11. Trade receivables and other assets
Current
Trade and other receivables
Lanstead LLC (see note 18)
Prepayments
Non current
Lanstead LLC (see note 18)
Prepayments
Consolidated
Company
£'000
£'000
£'000
£'000
2014
2013
2014
2013
39
28
17
84
-
-
17
17
-
28
10
-
-
13
38
13
206
19
-
-
206
19
-
-
225
-
225
-
Non current prepayments are the costs of due diligence associated with the acquisition of Pilot
Mountain. Refer to Note 20 for further information.
12. Current trade and other payables
Trade payables
Other payables
13. Interest bearing liabilities
Loan
Current
Non-current
(311)
(40)
(145)
(38)
(42)
(3)
(20)
(7)
(351)
(183)
(45)
(27)
Consolidated
Company
2014
£'000
2013
£'000
2014
£'000
2013
£'000
-
553
553
-
607
607
-
553
553
-
607
607
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.
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THOR MINING PLC
Notes to the Accounts
14. Issued share capital
Issued up and fully paid:
982,870,766 deferred shares of £0.0029 each
1,703,669,855 ordinary shares of £0.0001 each
(2013:982,814,766 ordinary shares of £0.003 each)
£'000
2014
£'000
2013
2,850
-
170
2,948
3,020
2,948
Movement in share capital
Ordinary shares of £0.0001
Number
£’000
Number
£’000
2014
2013
At 1 July
982,814,766
2,948
761,483,067
2,284
Share issue in lieu of expenses
25,000,000
695,687,283
167,806
3
67
2
21,666,667
199,665,032
-
65
599
-
1,703,669,855
3,020
982,814,766
2,948
Share issued for cash
Exercise of warrants
At 30 June
Change in Nominal Value
Prior to a Shareholders Meeting on 3 September 2013, the nominal value of shares in the company
was 0.3 pence. At that meeting the Company’s shareholders approved 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 are not quoted andcarry no rights whatsoever.
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THOR MINING PLC
Notes to the Accounts
14. Issued share capital (cont)
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 2014:
Number
4,000,0001
600,0002
58,000,0003
26,141,0883
20,067,4314
8,289,0275
62,887,8086
Grant Date
Expiry Date
Exercise
Price
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
Share options carry no rights to dividends and no voting rights.
1 4,000,000 warrants were issued to a UK associate, Simple CFD’s Ltd. on 10 August 2012.
2 600,000 share options were issued to employees on 25 September 2012.
3 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.
4 20,067,431 share options were issued as part of the open offer to CDI holders on the Australian register.
5 8,289,027 warrants were issued as part of the open offer to shareholders on the UK register.
6 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 1,000,000 Employees options @ £0.0219
Lapse of 8,000,000 Directors options @ £0.0117
Lapse of 500,000 Employees options @ £0.008
Lapse of 1,000,000 Employees options @ £0.0158
Carthew loan options "fair value"
Valuation of 1,100,000 options @ £0.008030
Valuation of 4,000,000 options @ £0.005771
At 30 June
2014
2013
£’000
£’000
180
132
(22)
(94)
(4)
(16)
-
-
-
-
-
-
-
16
9
23
44
180
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.
20
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THOR MINING PLC
Notes to the Accounts
15. Share option revaluation reserve (cont)
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
16. Analysis of changes in net cash and cash equivalents
Cash at bank and in hand
At 1 July
2013
£’000
188
Cash flows
£’000
(113)
Non-cash
changes
30 June
2014
£’000
(65)
£’000
10
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.
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THOR MINING PLC
Notes to the Accounts
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
2014
£’000
4
6
10
2013
£’000
1
187
188
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.
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.
2014
2013
Carrying
Amount
£’000
Fair Value
£’000
Carrying
Amount
£’000
Fair Value
£’000
Financial assets:
Cash and cash equivalents
Trade receivables & other current assets
Deposits supporting performance
guarantees
Non current receivable
Financial liabilities:
Trade and other payables
Long Term Finance
10
84
50
225
351
553
10
84
50
225
351
553
188
17
55
-
183
607
188
17
55
-
183
607
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THOR MINING PLC
Notes to the Accounts
18. Financial instruments (continued)
In February 2014, the Company entered into two separate agreements with Lanstead Capital LP
(“Lanstead”), a share subscription agreement and an equity swap agreement. Under the share
subscription agreement 320,885,615 ordinary shares were issued to Lanstead for a cash
consideration of £750,000. £750,000 was received upon subscription, with £637,500 invested by
the company in credit support for the equity swap and will be returned in instalments over 18
months. Under the Equity Swap agreement, monthly settlements are made based on the prevailing
market price of the Company’s shares relative to a benchmark price of £0.0031167. If the market
price of the Company’s shares exceeds the benchmark price, then a payment is made by Lanstead
to the Company, with the amount of the payment depending on the amount by which the market
price exceeds the benchmark price. If the market price of the Company’s shares is less than the
benchmark price, then a payment is made by the Company to Lanstead, with the amount of the
payment depending on the amount by which the market price is less than the benchmark price.
Downward exposure is limited to the amount of the credit support being returned.
The net amount due from Lanstead at 30 June 2014 is £234,000 (Trade receivables & other assets -
current £206,000 and Non current £28,000). This net amount is comprised as follows:
Gross value of credit support to be returned £582,000
Less the market value of the equity swap (£348,000)
Net value £234,000
The market value of the equity swap has been valued at the Company’s share price of £0.00155 as
at 30 June 2014.
The Company has agreed with Lanstead to suspend the credit support releases and the equity swap
settlements until May 2015. The remaining sixteen monthly instalments and equity swap
settlements will recommence at that date.
The value of the future equity swap settlements will vary with the Company’s share price as follows:
Increase in the Company’s share price by 10% 134,000
Decrease in the Company’s share price by 10% (134,000)
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THOR MINING PLC
Notes to the Accounts
18 Financial instruments (cont.)
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 2014
Group
Financial Assets
Fixed rate
At call Account – AUD
At call Account – STG
Financial Liabilities
Fixed Rate
2.0%
2.0%
6
4
10
-
-
-
Interest bearing liabilities
7.0%
0
553
30-June 2013
Group
Financial Assets
Fixed rate
At call Account – AUD
Term Deposit – AUD
Financial Liabilities
Fixed Rate
2.00%
5.72%
128
60
188
Interest bearing liabilities
7.00%
-
Notes to the Accounts
19. Related parties
There is no ultimate controlling party.
-
-
-
-
-
-
-
-
-
-
-
6
4
10
553
128
60
188
607
607
Thor has lent funds to its wholly owned subsidiaries, Molyhil Mining Pty Ltd., Hale Energy Ltd., and
TM Gold Pty Ltd to enable those companies to carry out its operations in Australia. At 30 June 2014
the estimated recoupable amount converted to £10,065,000.
Thor Mining PLC engages the services of Ronaldsons LLP Solicitors, a company in which Mr Stephen
Ronaldson is a Partner. Mr Ronaldson is the UK based Company Secretary. During the year £35,000
(2013 £66,000) was paid to Ronaldsons LLP Solicitors on normal commercial terms.
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THOR MINING PLC
Notes to the Accounts
20. Post balance sheet events
Acquisition of Pilot Mountain
On the 10th June 2014 , the Company announced the execution of a Term Sheet for the acquisition
of the Pilot Mountain tungsten project in the US state of Nevada, from Black Fire Minerals Limited
(ASX: “BFE”). The Term Sheet was subject to normal due diligence and necessary shareholder and
regulatory approvals. Consideration for the acquisition has been agreed between the parties at
418,750,000 shares in Thor at an issue price of A$0.004 (or approximately £0.0023) per share.
Subsequent to 30 June 2014, the due diligence process on the Pilot Mountain project is proceeding
and Thor Mining shareholders approved the issue of the consideration securities (418,750,000
ordinary shares) to Black Fire Minerals Limited at a General Meeting of shareholders on 31st July
2014. The acquisition is also subject to various Black Fire Minerals Limited shareholder approval
processes including an independent experts report on the project, which has been commissioned by
Black Fire.
Share Placements
Subsequent to 30 June 2014 the Company has raised a total of £646,388 through the placement of
a total of 646,388,888 Ordinary Shares to sophisticated investors at a price of £0.001 per share.
The placements occurred on the following dates:
• 8th July 2014: 245,800,472 shares
• 31st July 2014: 354,199,528 shares (approved at a shareholder general meeting).
• 19th August 2014: 46,388,888 shares
Sale of Shares in Ram Resources
Prior to 30 June 2014, the Company sold its 60% interest in the base metal rights at the Dundas
project in Western Australia (with the Company retaining its 60% interest in gold and associated
metals). Consideration for the disposal included A$70,000 (approximately £39,000) payable to Thor
in ordinary fully paid shares in Ram Resources Limited (ASX: RMR). The amount of £39,000 is
included in Current Trade & Other Receivables at 30 June 2014 (Note 11).
Subsequent to 30 June 2014, the Company received 6,363,636 ordinary fully paid shares in Ram
Resources Limited, issued at a value of A$0.011 per share. The Company subsequently sold these
shares for A$102,107 (or approximately £56,000).
Subject to the above matters, there were no material events arising subsequent to 30 June 2014 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.
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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 is 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 8th August 2014)
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.
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 2,366.
The minimum parcel size is 166,667 shares.
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THOR MINING PLC
Twenty largest shareholders as at 8 August 2014
Name
Lanstead Capital LP
Barclayshare Nominees Limited
HSDL Nominees Limited
TD Direct Investing Nominees (Europe) Limited
Peel Hunt Holdings Limited
Western Desert Resources Limited
HSBC Client Holdings Nominee (UK) Limited
Jim Nominees Limited
XCAP Nominees Limited
Condamine Pastoral Company Pty Ltd
Hargreaves Lansdown (Nominees) Limited (VRA)
Investor Nominees Limited
Hush Hush Pty Ltd
Hargreaves Lansdown (Nominees) Limited (HLNom)
Dunham Investments Pty Ltd
L R Nominees Limited
Perishing Nominees Limited
Winterflood Securities Limited
Mr Trevor Lloyd Saward & Mrs Helen Michelle Saward
Hargreaves Lansdown (Nominees) Limited (15942)
TOTAL
Unlisted Option and Warrant holders as at 8 August 2014
Name
Expiry Date
Number of
shares held
480,499,121
168,981,807
117,070,487
114,063,341
76,997,430
68,886,963
59,318,226
57,315,056
49,192,840
40,000,000
36,853,415
34,878,189
34,500,000
33,223,567
29,810,001
27,491,470
25,345,000
24,407,314
19,163,326
18,317,267
1,516,314,820
Percentage
of shares
held
20.86%
7.34%
5.08%
4.95%
3.34%
2.99%
2.57%
2.49%
2.14%
1.74%
1.60%
1.51%
1.50%
1.44%
1.29%
1.19%
1.10%
1.06%
0.83%
0.80%
65.82%
Number of
Warrants
held
Percentage
of warrants
held
Simple CFDS Limited (issued 10/08/2012)
Associates (2)
Lindsay Carthew Family Trust
Lindsay Carthew Family Trust
United Kingdom Based Shareholder Group (19)
Australian Based Shareholder Group (59)
21/06/2015
4,000,000
27/09/2015
600,000
19/03/2016
84,141,088
03/06/2016
62,887,808
30/09/2014
30/09/2014
8,289,027
20,067,431
2.22%
0.33%
46.75%
34.94%
4.61%
11.15%
Total unlisted options/warrants
179,985,354
100.00%
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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 2013/14 (“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, and Mr T J Ireland are independent directors
in accordance with Recommendation 2.1. Whilst the remaining directors, Mr M R Billing (Chairman)
and Mr D E Thomas are 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 Board
of Directors possesses the skills and experience suitable for building the Company. The Board
intends to reconsider its composition as the Company's operations evolve, and appoint further
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 progress with Company projects requires the appointment of a
full time CEO.
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.
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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
Number of
Women
Employees
Total
Employees
Proportion of
Women
Employees
0
0
1
0
1
5
1
1
1
8
0%
0%
100%
0%
12.5%
Recommendation 4.2
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. The Company is
currently implementing a formalised annual evaluation process.
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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, and Mr T J Ireland 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.
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THOR MINING PLC
TENEMENT SCHEDULE
At 30 June 2014, 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
Dundas
Dundas
EL28948
EL28949
ML23825
ML24429
ML25721
MLS77
MLS78
MLS79
MLS80
MLS81
MLS82
MLS83
MLS84
MLS85
MLS86
EL28855
EL28981
EL29465
EL63/872
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
62.40
TM Gold Pty Ltd
TM Gold Pty Ltd
TM Gold Pty Ltd
TM Gold Pty Ltd
TM Gold Pty Ltd
TM Gold Pty Ltd
EL63/1102
164.22
TM Gold Pty Ltd
Spring Hill *
ML23812
Spring Hill *
EL22957
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
51%
100%
100%
100%
60%
60%
* TM Gold Pty Ltd has an unconditional option to increase its interest in these two tenements from
51% to 80%, subject to Northern Territory Government consent. Consideration payable for the
additional 29% consists of 5m Thor Mining PLC shares and further Thor Mining PLC shares to the
value of A$500,000 at a 30 day VWAP at the time of exercising the option.
31
For personal use only