2015 ANNUAL REPORT
For personal use only
THOR MINING PLC
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 D182
Perth, W estern Australia 6840
Level 11, 172 St Georges Terrace
Perth, W estern Australia 6000
Telephone:
Fax:
+61 (0) 8 9323 2000
+44 (0) 8 9323 2033
For personal use only
2015 ANNUAL REPORT
THOR MINING PLC – CHAIRMAN’S STATEMENT – 2015 ANNUAL REPORT
The year ended June 2015 was a continuation of challenging financial markets for small companies
in the resource sector. Despite this, your company made considerable progress and is positioned well
to take advantage of any improvement in sentiment. While prices for tungsten and molybdenum
have weakened, the gold price has firmed, and the recent weakening of the Australian dollar against
major currencies has made a positive contribution, as most of our capital and operating costs reduce
when compared with those major currencies.
Tungsten
At Molyhil, 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 was published early in the financial year.
This was followed by an upgraded Definitive Feasibility Study (DFS) with much more robust
outcomes. Molyhil is shaping to be a low cost tungsten producer and we hope to secure finance for
project development in the near term.
During the year Thor also completed the acquisition of the Pilot Mountain tungsten project in the
United States. This is an exciting step for Thor, as Pilot Mountain has a resource of attractive size and
grade, and has considerable exploration potential, well supported by historical drilling. It is
additionally close to infrastructure which we anticipate will underpin very competitive production costs.
Gold
While no field work was conducted at the Spring Hill gold project, we were very pleased to announce
earlier this year, the agreement to acquire the balance of the project, in open tender, at modest cost.
We hope to be able to capitalise on this acquisition in the near term.
At the Dundas gold project, activity was limited as the Company concentrated limited available
funds on its other projects. Looking forward, the Company hopes to be in a position to test several
promising targets when funding levels permit.
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 explore our projects and move towards the development of its maiden mining operations.
Outlook
The Directors are confident of continued progress across the Group in the coming year. We remain
hopeful that we will secure finance for the Molyhil tungsten project, and believe our other tungsten
and gold projects put your company in a position to add value in the near term.
Michael Billing
Chairman and Chief Executive Officer
25 September 2015
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.
Thor Mining PLC acquired this project in 2004 as an advanced exploration opportunity. Since then
the project has been taken to the level where, it is substantially permitted for development, and by
global standards, it is recognised as one of the higher grade open pittable tungsten projects, with
low capital and operating costs per unit of tungsten production. We have demonstrated the
production of tungsten concentrates to a quality acceptable to the market, and hold a Memorandum
of Understanding in respect of concentrate sales with a major international downstream processor.
Highlights 2014/15
Jul 2014
Publication of an upgraded Open
Cut Ore reserve Statement
adding 2 years mine life - to 6
years
Jan 2015 Publication of an upgraded
feasibility study showing
substantially enhanced returns
Feb 2015 Engagement of advisors to secure
project finance
Jun 2015 Project development capital
expenditure estimate reduced by
8% to A$64 million
Figure 1: Molyhil Location Map
For personal use only
Molyhil Project Key Features
Project NPV - after tax & royalties
A$72 million
All Equity case
Project IRR - after tax & royalties
50%
All Equity case
Project Capex
A$64 million
US$48 million
Life of Mine C1 Cost / mtu
US$112
Life of Mine EBITDA
A$201 million
Payback from 1st production
Project Life
Average Ore Grade
Operating Throughput
Annual Production
Revenue factors:
18 months
6 years
0.31% WO₃
0.12% Mo
400,000 tpa
130,000 mtu
Substantial extension
potential
0.41%WO₃ after Ore
Sort
0.16% Mo after Ore
Sort
After Ore Sort rejects
Revenue / mtu scheelite concentrate = US$354/mtu after concentrate discount
Revenue / pound molybdenum concentrate = US$10.56
A$1.00 = US$0.77 over life of mine
2015
Tungsten
2018+
2017
2016
Price
APT
Forecast *
US$/mtu
471
481
446
466
* Source: Tungsten Market Research Ltd January 2014
Figure 2: A comparison of unit operating costs for Molyhil with other proposed tungsten developments.
For personal use only
Figure 3: A comparison of unit capital development costs for Molyhil with other proposed tungsten developments.
Metal Prices
At the time of writing this report, the selling price in Europe of Tungsten APT is US$190/mtu
(A$271/mtu), while the price of Molybdenum Roasted Concentrates is US$6.00/lb (A$8.29/lb) (Figure
4). The price of tungsten in particularly is currently at less that 50% of the historical highs of 2011.
Industry projections, however, are that the price will return to more normal levels in the near to
medium term, and we have confidence that these projections will be borne out.
Figure 4: Tungsten & Molybdenum price movements (Metal Pages.com)
Molyhil Outlook
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 continued delays. However,
the Directors are committed to this process and have engaged consultants to assist. Discussions
with a number of parties are in progress, and there is confidence that these agreements will be
secured. From the time of approval of finance, the period to production of first concentrates is
estimated at 12 months.
For personal use only
Pilot Mountain Tungsten Project – United States
The 100% owned Pilot Mountain Project, acquired late in 2014, is located approximately 200
kilometres south of the city of Reno and 20 kilometres east of the town of Mina located on US Highway
95.
The Pilot Mountain Project is comprised of four tungsten deposits: Desert Scheelite, Gunmetal, Garnet
and Good Hope. All are in close proximity (~3 kilometres) of each other and have been subjected to
small-scale mining activities at various times during the 20th century.
Thor Mining PLC acquired this project in 2014 as an advanced exploration opportunity. It has a
resource estimate on one of the deposits, Desert Scheelite, and sufficient metallurgical testwork has
been conducted to demonstrate that a saleable concentrate can be produced.
Highlights 2014/15
Oct 2014 Completion of Project Acquistion
Dec 2014 Production of the Pilot Mountain
Development Plan, including recognition
of Exploration Targets¹ in a range
between 11million tonnes and 23 million
tonnes, in addition to the existing Desert
Scheelite resource estimate.
¹ Exploration 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.
Pilot Mountain Outlook
Known mineralisation at the Garnet and
Gunmetal deposits are scheduled for drill
testing along with the eastern extension of
the Desert Scheelite resource where the last
including
hole drilled provided assays
13.9metres @ 0.89% tungsten tri-oxide and
17.5 metres @ 1.8% copper.
Figure 5: Pilot Mountain location map
Figure 6: Plan view of mineralised deposits at Pilot Mountain
For personal use only
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. An operating gold processing plant,
with spare capacity is located within 20 kilometres of Spring Hill.
Thor Mining PLC acquired its initial interest in this project in 2011. Since then a number of drilling
programs have been conducted along with metallurgical testwork demonstrating very high gold
recovery including gravity gold recovery in a range of between 60% and 70%. During this time the
equity interest in Spring Hill increased to 51%.
During the year Thor Mining PLC announced it had agreed terms to acquire the remaining interest in
this project. At the time of writing, the Company still awaits the approval for the acquisition from
the Northern Territory government authority.
Highlights 2014/15
Apr 2015 Agreement of terms to acquire the
remaining 49% interest with the
liquidator of the JV partner for
consideration equivalent to A$1.60
per resource ounce.
Figure 7: Spring Hill Location Map
For personal use only
Figure 8: Spring Hill drill cross section showing new
mineralisation
the existing
intersected outside
resource, and substantial mineralisation at depth below
Figure 9: Spring Hill drill cross section 75 metres north of
Figure 8. showing continuity of mineralisation at depth.
Spring Hill Outlook
Previous drilling programs at Spring Hill
demonstrated
additional mineralisation
outside and beneath resource estimate
boundaries. Additionally re-assaying results
from the most recent program using the
more exhaustive screen fire assay technique
improved assay results on average by
almost 50%.
to
assent
Following ministerial
the
acquisition of the balance of equity in Spring
Hill, a further up drill program is scheduled
to provide additional confidence in the near
surface potential mining inventory and also
to provide further confidence in any assay
upgrade potential using the screen fire assay
technique.
Figure 10: Plan view of mineralised lodes showing a
selection of most recent drill intersection outside of the
existing indicated resource.
For personal use only
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 11: 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 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
‘000
Tonnes
Grade % Tonnes Grade % Tonnes
Fe
Grade
%
Indicated
3,820
0.29
10,900
0.13
4,970
18.8
Inferred
890
0.25
2,200
0.14
1,250
15.2
Total
4,710
0.28
13,100
0.13
6,220
18.1
Notes
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 Statement¹ (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.
¹The Company confirms that it is not aware of any new information or data that materially
affects the information included in the market announcement dated 29 July 2014 and that
all material assumptions and technical parameters underpinning those estimates continue
to apply and have not materially changed.
The statement of reserves 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.
Desert Scheelite Resource Estimate – Compliant with JORC 2012
(Announced 10 June 2014)
Desert
Scheelite
Resource
Tonnes
Grade
%
Indicated 6,090,000 0.31
700,000 0.30
Inferred
WO3
Contained
metal (t)
18,900
2,100
Grade
g/t
24.2
9.1
Ag
Contained
metal (t)
150
10
Cu
Grade
%
0.16
0.24
Contained
metal (t)
10,000
2,000
Total
6,790,000 0.31
21,000
22.8
160
0.17
12,000
Note: Thor Mining PLC holds 100% equity interest in this resource
For personal use only
Gold
Summary of Spring Hill Historic Mineral Resource Estimate (Predates JORC 2012)
Classification
Inferred
Indicated
Total
Notes:
Tonnes
(Mt)
Grade
g/t Au
Contained Gold
(K oz.)
0
6.9
6.9
0
1.74
1.74
0
389
389
This estimate was made prior to JORC 2012 and has therefore not been reported in
accordance with JORC 2012.
Thor Mining PLC holds 51% equity interest in this resource and, subject to ministerial
approval, has agreed terms to acquire the remaining 49%.
Cut-off grade: 0.7 g/t
Estimate: McDonald Speijers, November 2012 in accordance with JORC 2004
Additional data has been obtained for the Spring Hill resource including intersections
outside the existing reasource and of a potential upgrade on the basis of screen fire assay
results previously reported (AIM/ASX January 2014). An updated resource, will be reported
in compliance with JORC 2012 once additional confirmatory data has been obtained.
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 2015.
Review of Operations
The net result of operations for the year was a loss of £915,000 (2014 loss: £780,000).
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.
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.
For personal use only
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 9.50% 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.
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 Group has executed an agreement to acquire the remaining
49% of Springhill. Consideration is cash of $210,000 and Thor shares to the value of $100,000. An
Australian investor has agreed to provide a loan to finance the cash component. The acquisition
remains subject to Ministerial assent. Refer ASX announcement dated 4 June 2015.
During the year ended 30 June 2015, the Company finalised the acquisition of the Pilot Mountain
tungsten project in the US state of Nevada.
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 £915,000 (2014 loss: £780,000). 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.
For personal use only
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 22 to the financial statements.
Substantial Shareholdings
At 15 September 2015, the following had notified the Company of disclosable interests in 3% or more
of the nominal value of the Company’s shares:
Spreadex Limited
Lanstead Capital LP
Barclayshare Nominees Limited
TD Direct Investing Nominees (Europe) Limited
Dunham Investments Pty Ltd
Directors & Officers Shareholdings
Ordinary
shares
571,368,364
238,610,597
220,613,833
149,649,427
128,555,000
%
13.93
5.82
5.38
3.65
3.13
The Directors and Officers who served during the period and their interests in the share capital of the
Company at 30 June 2015 were follows:
Ordinary Shares/CDIs
Unlisted Options
30 June 2015 30 June 2014 30 June 2015 30 June 2014
Michael Billing
112,568,951
32,854,773
3,731,344
3,731,344
Michael Ashton
66,471,752
24,182,745
3,731,344
3,731,344
Gregory Durack
16,727,708
8,969,087
1,492,538
1,492,538
Trevor Ireland
29,965,705
7,544,929
1,119,403
1,119,403
David Thomas
27,756,278
6,185,502
1,164,180
1,164,180
Richard Bradey
794,800
794,800
500,000
500,000
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 4 to the financial statements.
The Australian based directors are paid on a nominal fee basis amount to A$40,000 per annum
(£21,216). 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 2014 was A$7,500, 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.
Salary
and
Fees
2015
Post
Employment
Superannuation
Short-
term
employee
benefits
Salary &
Fees
Share
Options
Granted
during
the
year
Options
(based
upon
Black-
Scholes
formula)
Total
Fees for
Services
rendered
Total
Benefit
£’000
£’000
£’000
£’000
No.
£’000
£’000
Directors: 2,3
Michael Billing
Gregory Durack1
Michael Ashton
Trevor Ireland3
David Thomas3
Key Personnel:
Ray Ridge2
Richard Bradey
107
12
12
19
25
58
92
0
0
0
0
0
0
9
107
12
12
19
25
58
101
107
12
12
19
25
58
92
0
0
0
0
0
0
0
0
0
0
0
0
0
0
107
12
12
19
25
58
101
325
2015 Total
1 Fees payable to Mr. Durack are paid to Martineau Resources Pty Ltd.
2 As at 30 June 2015, accrued amounts of £84,940, £19,784, £16,328, £26,008, £7,327, and £7,327 respectively
remained unpaid to Messrs. Billing, Thomas and Ireland, Ridge, Ashton and Durack.
3 Each of the Directors received £3,975 of their Directors fees by shares in lieu of cash payment.
334
334
334
0
0
9
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
Directors: 4
Michael Billing3,5
Gregory Durack1
Michael Ashton
Trevor Ireland3
David Thomas3
Key Personnel:
Ray Ridge
112
14
13
33
52
16
1
0
1
1
1
0
113
14
14
34
53
113
14
14
34
53
16
16
0
0
0
0
0
0
0
0
0
0
0
0
113
14
14
34
53
16
394
11
0
119
35
130
35
Richard Bradey
Allan Burchard2
2014 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.
130
35
130
35
409
409
409
0
0
0
0
15
0
0
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:-
2015
Michael Billing
Gregory Durack
Michael Ashton
Trevor Ireland
David Thomas
Corporate Governance
Meetings held
whilst in
Office
11
11
11
11
11
Meetings
attended
11
11
11
10
10
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. The Board has also given consideration to the ASX
Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rd
Edition).
The Company does not have a formal nomination committee, however it does formally consider board
succession issues and whether the board has the appropriate balance of skills, knowledge,
experience, independence and diversity. This evaluation is undertaken collectively by the Board, as
part of the annual review of its own performance.
Whilst a separate Remuneration Committee has not been formed, the Company undertakes
alternative procedures to ensure a transparent process for setting remuneration for Directors and
Senior staff, that is appropriate in the context of the current size and nature of the Company’s
operations. The full Board fulfils the functions of a Remuneration Committee, and considers and
agrees remuneration and conditions for:
All Director Remuneration is set against the market rate for Independent Directors for ASX
listed companies of a similar size and nature.
Executive Directors’. The financial package for the Executive Chairman and other Executive
Directors 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 Company does not have a separate Audit Committee, however the Company undertakes
alternative procedures to verify and safeguard the integrity of the Company’s corporate reporting,
that are appropriate in the context of the current size and nature of the Company’s operations,
including:
the full Board, in conjunction with the joint company secretaries, fulfils the functions of an
Audit Committee and is responsible for ensuring that the financial performance of the Group
is properly monitored and reported.
in this regard, the Board is guided by a formal Audit Committee Charter which is available on
the Company’s website at www.thormining.com/about_corporate_governance . The Charter
includes consideration of the appointment and removal of external auditors, and partner
rotation.
Further information on the Company’s corporate governance policies is available on the Company’s
website www.thormining.com.
For personal use only
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.
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, and/or consider liquidation of its investments and/or assets as is deemed appropriate. Further
consideration of the Group’s Going Concern status is detailed in Note 1 to the financial statements.
For personal use only
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 25th September 2015.
Michael Billing
Ray Ridge
Executive Chairman
Chief Financial Officer
For personal use only
For personal use only THOR MINING PLC
Statements of Comprehensive Income for the year ended 30 June 2015
Note
Consolidated
£'000
2015
£'000
2014
Company
£'000
2015
£'000
2014
Administrative expenses
Corporate expenses
Unrealised loss on financial assets
Unrealised gain on financial liablities
Realised gain on financial assets
Realised gain on swap facilities
Impairment subsidiary loans
Impairment subsidiary investments
Write off/Impairment of exploration assets
Operating Loss
Interest received
Interest paid
Loss before Taxation
Taxation
Loss for the period
Other comprehensive income:
(89)
(663)
(213)
65
18
21
-
-
(19)
(880)
2
(37)
(915)
-
(915)
(136)
(498)
(164)
54
-
-
-
-
-
(744)
3
(39)
(780)
-
(780)
3
5
-
(453)
(213)
65
-
21
(1,848)
-
-
-
(404)
(164)
54
-
-
(706)
(560)
-
(2,428) (1,780)
-
-
(2,428) (1,780)
-
(2,428) (1,780)
-
-
-
Exchange differences on translating foreign
operations
Other comprehensive income for the period, net
of income tax
Total comprehensive income for the period
(1,157)
(1,000)
(1,157)
(1,000)
-
-
-
-
(2,072)
(1,780)
(2,428) (1,780)
Basic loss per share
6
(0.03)p
(0.06)p
The accompanying notes form an integral part of these financial statements.
1
For personal use only
THOR MINING PLC
Statements of Financial Position at 30 June 2015
Co No: 05276414
Note
Consolidated
Company
£'000
2015
£'000
2014
£'000
2015
£'000
2014
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
Non interest bearing liabilities
Interest bearing liabilities
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
7
8
8
11
9
10
11
12
14
13
13
15
16
10,401
-
-
-
13
15
10,429
43
44
87
10,516
10,246
-
-
225
50
35
10,556
10
84
94
10,650
-
688
-
-
8,838 10,065
225
-
-
9,526 10,290
-
-
-
4
13
17
4
38
42
9,543 10,332
(458)
(14)
(233)
(489)
(1,194)
(351)
(12)
-
-
(363)
(88)
-
-
(489)
(577)
(45)
-
-
-
(45)
-
-
(1,194)
(553)
(553)
(916)
-
-
(577)
(553)
(553)
(598)
9,322
9,734
8,966
9,734
3,172
15,383
918
405
30
(10,586)
3,020
3,020
3,172
13,884 15,383 13,884
-
405
44
(7,619)
-
405
30
(9,694) (10,024)
2,075
405
44
Total shareholders equity
9,322
9,734
8,966
9,734
The accompanying notes form part of these financial statements. These Financial Statements were approved
by the Board of Directors on 25th September 2015 and were signed on its behalf by:
Michael Billing
Executive Chairman
Ray Ridge
Chief Financial Officer
The accompanying notes form an integral part of these financial statements.
2
For personal use only
THOR MINING PLC
Statements of Cash Flows for the year ended 30 June 2015
Consolidated
Company
£'000
£'000
£'000
£'000
2015
2014
2015
2014
Cash flows from operating activities
Operating Loss
(880)
(744)
(2,428)
(1,780)
Decrease/(increase) in trade and other receivables
Increase/(decrease) in trade and other payables
Increase/(decrease) in provisions
Depreciation
Exploration expenditure written off
Impairment subsidiary loans
Revaluation foreign currency loan
Share based payment expense
Impairment subsidiary investments
Loss on revaluation of financial assets
Realised gain on financial assets
Realised gain on swap facility
12
62
4
20
19
-
(1)
59
(1)
23
-
1
61
-
-
-
-
1,848
(65)
218
(54)
97
-
-
213
(18)
164
-
(65)
218
-
213
-
(21)
-
(21)
3
18
-
-
-
706
(54)
-
560
164
-
-
Net cash outflow from operating activities
(436)
(457)
(173)
(383)
Cash flows from investing activities
Interest received
Interest paid
Refund of performance bonds
Proceeds from sale of fixed assets
Disposal of financial assets
Purchase of property, plant and equipment
R&D Grants for exploration expenditure
Payments for exploration expenditure
2
(37)
31
-
51
(2)
37
3
(39)
-
2
-
-
-
(316)
(563)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(19)
Loans to controlled entities
-
-
(457)
(537)
Net cash outflow from investing activities
(234)
(597)
(457)
(556)
Cash flows from financing activities
Loans advanced
Net issue of ordinary share capital
Net cash inflow from financing activities
Net increase/(decrease) in cash and cash
equivalents
Non cash exchange changes
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
74
-
630
704
941
941
-
630
630
-
941
941
34
(1)
10
43
(113)
(65)
188
10
-
-
4
4
2
-
2
4
3
For personal use only
THOR MINING PLC
Statements of Changes in Equity For the year ended 30 June 2015
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
2,948
-
12,520
-
(9,050)
(780)
3,075
-
405
-
180
-
10,078
(780)
Consolidated
Balance at 1 July 2013
Loss for the period
Foreign currency translation
reserve
-
-
-
(1,000)
Total comprehensive (loss)
for the period
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)
(780)
-
-
(1,000)
-
-
-
2,075
-
-
-
-
-
405
-
(1,000)
-
(1,780)
-
-
(136)
44
1,535
(99)
-
9,734
Balance at 1 July 2014
3,020
13,884
(9,694)
2,075
405
44
9,734
-
-
(1,157)
-
-
-
-
(915)
Loss for the period
Foreign currency translation
reserve
Total comprehensive (loss)
for the period
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Share options lapsed
Share options issued
At 30 June 2015
-
-
23
-
15,383 (10,586)
152
-
-
-
3,172
1,577
(69)
-
(9)
(915)
-
-
Company
Balance at 30 June 2013
Loss for the period
Total comprehensive (loss)
for the period
2,948
12,520
(5,975)
-
-
-
-
(1,780)
(1,780)
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Share options lapsed
1,463
(99)
-
72
-
-
-
-
136
At 30 June 2014
3,020
13,884
(7,619)
Balance at 1 July 2014
3,020
13,884
(7,619)
Loss for the period
Total comprehensive (loss)
for the period
-
-
-
-
(2,428)
(2,428)
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Share options lapsed
1,577
(69)
-
152
-
-
Share options issued
-
(9)
-
-
23
-
At 30 June 2015
3,172
15,383 (10,024)
(1,157)
-
-
-
-
918
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
405
-
-
-
(915)
(1,157)
(2,072)
-
-
(23)
9
30
1,729
(69)
-
-
9,322
405
180
10,078
-
-
-
-
-
-
-
(1,780)
(1,780)
-
-
(136)
1,535
(99)
-
405
44
9,734
405
44
9,734
-
-
-
-
-
405
-
-
(2,428)
(2,428)
-
-
(23)
9
30
1,729
(69)
-
-
8,966
4
For personal use only
THOR MINING PLC
Notes to the Accounts for the year ended 30 June 2015
1
Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year ended 30 June 2015 were
authorised for issue by the Board on 25 September 2015 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 and Going Concern
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.
The financial report has been prepared on the basis of a going concern.
The consolidated entity incurred a net loss before tax of £915,000 during the period ended 30
June 2015, and had a net cash outflow of £670,000 from operating and investing activities.
The consolidated entity continues to be reliant upon completion of capital raising for continued
operations, the provision of working capital and for the repayment of the £159,000 novated
loan due for repayment on 27 September 2015 (Note 14), and the Interest bearing loan of
£489,000 due for repayment in March 2016 (Note 13).
The Group’s cash flow forecast for the 12 months ending 30 September 2016, highlight the fact
that the company is expected to generate negative cash flow by that date. The Board of
Directors, are evaluating all the options available, including the injection of funds into the Group
during the next 12 months, and are confident that the necessary funds will be raised in order
for the Group to remain cash positive for the whole period. If additional capital is not obtained,
the going concern basis may not be appropriate, with the result that the Group may have to
realise its assets and extinguish its liabilities, other than in the ordinary course of business and
at amounts different from those stated in the financial report. As above, the financial
statements have been prepared on a going concern basis, with no adjustments in respect of
the concerns of the Group’s ability to continue to operate under that assumption.
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.
5
For personal use only
THOR MINING PLC
Notes to the Accounts
1
Principal accounting policies (continued)
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.
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. (2014: £ 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.
6
For personal use only
THOR MINING PLC
Notes to the Accounts
1
Principal accounting policies (continued)
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.
The cost of equity-settled transactions is recognised, together with a corresponding increase in
equity, over the period in which the performance and/or service conditions are fulfilled, ending
on the date on which the relevant holders become fully entitled to the award (the vesting
period).
The cumulative expense recognised for equity-settled transactions at each reporting date until
vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s
best estimate of the number of equity instruments that will ultimately vest. No adjustment is
made for the likelihood of market performance conditions being met as the effect of these
conditions is included in the determination of fair value at grant date. The Income Statement
charge or credit for a period represents the movement in cumulative expense recognised as at
the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where
vesting is only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised
as if the terms had not been modified. In addition, an expense is recognised for any modification
that increases the total fair value of the share-based payment arrangement, or is otherwise
beneficial to the holder, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation,
and any expense not yet recognised for the award is recognised immediately. However, if a
new award is substituted for the cancelled award and designated as a replacement award on
the date that it is granted, the cancelled and new award are treated as if they were a
modification of the original award, as described in the previous paragraph.
k) Leased assets
The determination of whether an arrangement is or contains a lease is based on the substance
of the arrangement and requires an assessment of whether the fulfilment of the arrangement
is dependent on the use of a specific asset or assets and the arrangement conveys a right to
use the asset.
(i) Finance Leases
Assets funded through finance leases are capitalised as fixed assets and depreciated in
accordance with the policy for the class of asset concerned.
Finance lease payments are apportioned between the finance charges and reduction of
the lease liability so as to achieve a constant rate of interest on the remaining balance of
the liability. Finance charges are recognised as an expense in the income statement.
(ii) Operating Leases
All operating lease payments are charged to the Income Statement on a straight line
basis over the life of the lease.
l)
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or less.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and
cash equivalents as defined above, net of outstanding bank overdrafts.
m) Trade and other receivables
Trade receivables, which generally have 30 day terms, are recognised and carried at original
invoice amount less an allowance for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective evidence that the Group will not be
able to collect the debts. Bad debts are written off when identified.
7
For personal use only
THOR MINING PLC
Notes to the Accounts
1
n)
o)
Principal accounting policies (continued)
Investments
Investments in subsidiary undertakings are stated at cost less any provision for impairment in
value, prior to their elimination on consolidation.
Financial instruments
The Group’s financial instruments, other than its investments, comprise cash and items arising
directly from its operation such as trade debtors and trade creditors. The Group has overseas
subsidiaries in Australia and USA, whose expenses are denominated in Australian Dollars and
US 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 a number of exploration licenses, and mining leases, in Australia and the US State of
Nevada. All exploration licences in Australia are managed as one portfolio. The decision to allocate
resources to individual Australian projects in that portfolio is predominantly based on available cash
reserves, technical data and the expectations of future metal prices. The Group acquired the
exploration assets in the US State of Nevada on 27 October 2014 (refer Note 21). All of these US
licenses are located in the one geological region. Accordingly, the Group has identified its operating
segments to be Australia and the United States based on the two countries. 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.
Year ended 30/06/2015
Revenue
Interest Income
Total Segment Revenue
£'000
£'000
£'000
£'000
Head office/
Unallocated
Australia United States Consolidated
-
-
2
2
-
-
2
2
Total Segment Expenditure
(580)
(315)
(22)
(917)
Loss from Ordinary Activities
before Income Tax
Income Tax (Expense)
Retained (loss)
(580)
(313)
-
-
(580)
(313)
(22)
-
(22)
(915)
-
(915)
Assets and Liabilities
Segment assets
Corporate assets
Total Assets
Segment liabilities
Corporate liabilities
Total Liabilities
-
17
17
-
(88)
(88)
9,160
-
9,160
(909)
-
(909)
1,339
-
10,499
17
1,339
10,516
(197)
-
(1,106)
(88)
(197)
(1,194)
Net Assets
(71)
8,251
1,142
9,322
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
2015
£’000
20
26
-
175
2014
£’000
23
28
-
-
228
Auditors’ remuneration for audit services above includes £19,250 (2014 £19,500) to Chapman Davis LLP for the audit of the
Company. Remuneration to BDO for the audit of the Australian subsidiaries was £5,862 (2014 £7,354).
10
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THOR MINING PLC
Notes to the Accounts
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
9.5% 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
(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 2015
Directors: 1,2
Michael Billing
Gregory Durack
Michael Ashton
Trevor Ireland
David Thomas
Other Personnel:
Richard Bradey
Ray Ridge1
Salary & Fees
£’000
Shares2
£’000
Total
£’000
103
8
8
15
21
101
58
4
4
4
4
4
-
-
107
12
12
19
25
101
58
1 As at 30 June 2015, accrued amounts of £84,940, £19,784, £16,328, £26,008, £7,327, and £7,327 respectively
remained unpaid to Messrs. Billing, Thomas and Ireland, Ridge, Ashton and Durack.
2 Each of the Directors received £3,980 of their Directors fees by shares in lieu of cash payment.
30 June 2014
Directors: 4
Michael Billing3,5
Gregory Durack
Michael Ashton
Trevor Ireland3
David Thomas3
Other Personnel:
Richard Bradey
Allan Burchard2
Ray Ridge1
Salary & Fees
Shares4,5
Total
65
8
8
28
47
130
35
16
48
6
6
6
6
-
-
-
113
14
14
34
53
130
35
16
1 Appointed 7 April 2014.
2 Resigned 7 April 2014.
3 As at 30 June 2014, accrued amounts of £73,035, £28,905, £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.
(c) Compensation by category
Group
Key Management Personnel
Short-term
Post-employment
2015
£’000
325
9
334
2014
£’000
394
15
409
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THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (cont)
(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 2015 and
30 June 2014.
(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
1 July 2014
Acquired
through
Open Offer
Granted as
remuneration
Expired Exercised
Held at 30
June
2015/or at
date of
resignation
Vested and
exercisable
at 30 June
2015
Key Management
Personnel
Directors
Executive
Michael Billing
3,731,344
David Thomas
1,164,180
Non-Executive
Gregory Durack
1,492,538
Michael Ashton
3,731,344
Trevor Ireland
1,119,403
Other Personnel
Richard Bradey
500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,731,344 3,731,344
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
Held at
Acquired
through Open
Offer
Granted as
remuneration
Disposal/
Expired
Exercised
Held at 30
June 2014/or
at date of
resignation
Vested and
exercisable at
30 June 2014
Key Management
Personnel
Directors
Executive
Michael Billing
David Thomas
Non-Executive
1 July 2013
5,731,344
1,164,180
Gregory Durack
3,492,538
Michael Ashton
Trevor Ireland
5,731,344
3,119,403
Other Personnel
Richard Bradey
1,000,000
Allan Burchard
689,030
-
-
-
-
-
-
-
- 2,000,000
-
3,731,344
3,731,344
-
1,164,180
1,164,180
- 2,000,000
- 2,000,000
- 2,000,000
500,000
-
500,000
-
-
-
-
-
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
No options held by Directors or specified executives are vested but not exercisable, except as set out above.
13
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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)
2015
£’000
95
7
14
2014
£’000
98
17
38
(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
Factors affecting tax charge for year
2015
2014
£’000
£’000
-
-
-
-
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
2015
2014
£’000
£’000
(915)
(780)
20.75%
22.5%
Loss on ordinary activities multiplied by the standard rate of corporation tax
(190)
(176)
Effects of:
Future tax benefit not brought to account
Current tax charge for year
190
-
176
-
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
2015
£'000
2014
(915)
(780)
Weighted average number of Ordinary shares in issue
2,769,138,374 1,361,701,716
Loss per share – basic
(0.03)p
(0.06)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
Additions
Disposals
Exchange loss
Write off exploration tenements for year
Business combination (refer note 21)
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
2015
2014
10,246
10,557
333
-
669
(39)
(1,197)
(941)
(19)
1,038
-
-
10,401
10,246
-
-
-
-
-
-
-
-
-
-
-
-
Net book value at 30 June
10,401
10,246
As at 30 June 2015 the Directors undertook an impairment review of the deferred exploration costs,
as a result of which, no provision for impairment was required (2014: £Nil).
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
Molyhil Mining Pty Ltd 1
TM Gold Pty Ltd 2
Hale Energy Limited 3
Black Fire Industrial Minerals Pty Ltd4
Industrial Minerals (USA) Pty Ltd5
Pilot Metals Inc6
BFM Resources Inc7
Country of registration
or incorporation
Australia
Australia
Australia
Australia
Australia
USA
USA
Shares held
Class
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
%
100
100
100
100
100
100
100
1 Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at the Molyhil project in
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 Black Fire Industrial Minerals Pty Ltd is a holding company only. It owns 100% of the shares in Industrial
Minerals (USA) Pty Ltd.
5 Industrial Minerals (USA) Pty Ltd is a holding company only. It owns 100% of the shares in Pilot Metals Inc
and BFM Resources Inc.
6 Pilot Metals Inc is engaged in exploration and evaluation activities focused at the Pilot Mountain project in
the US state of Nevada.
7 BFM Resources Inc is engaged in exploration and evaluation activities focused at the Pilot Mountain project
in the US state of Nevada.
Directors of Thor Mining PLC., M R Billing, M K Ashton, G Durack and T J Ireland are all Directors of the above
subsidiaries.
(a) Investment in Subsidiary companies:
Molyhil Mining Pty Ltd
Less: Impairment provision against investment
Hale Energy Limited
Less: Investment written off
TM Gold Pty Ltd
Black Fire Industrial Minerals Pty Ltd
2015
£’000
700
(700)
1,277
(1,277)
-
688
688
2014
£’000
700
(700)
1,277
(1,277)
-
-
-
The investments in subsidiaries are carried in the Company’s balance sheet at the lower of cost and
net realisable value.
16
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THOR MINING PLC
Notes to the Accounts
8.
Investments – Company (cont)
(b) Loans to subsidiaries
Molyhil Mining Pty Ltd
Less: Impairment provision against loan
TM Gold Pty Ltd
Less: Impairment provision against loan
Hale Energy Limited
Less: Impairment provision against loan
Black Fire Industrial Minerals Pty Ltd
Less: Impairment provision against loan
2015
£’000
7,370
(1,656)
4,583
(1,675)
358
(358)
216
-
2014
£’000
7,006
(260)
4,541
(1,222)
358
(358)
-
-
8,838
10,065
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
2015
2014
2015
2014
13
13
50
50
98
(83)
15
108
(73)
35
-
-
-
-
-
-
-
-
-
-
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 (2014: £Nil)
At 1 July
Additions
Foreign exchange impact, net
Disposals
Depreciation expense
At 30 June
35
2
(2)
-
(20)
15
66
-
(6)
(2)
(23)
35
-
-
-
-
-
-
-
-
-
-
-
-
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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 19)
Prepayments
Non current
Lanstead LLC (see note 19)
Prepayments
12. Current trade and other payables
Trade payables
Other payables
13. Interest bearing liabilities
Loan
Current
Non-current
Consolidated
Company
£'000
£'000
£'000
£'000
2015
2014
2015
2014
5
2
37
44
-
-
-
39
28
17
84
206
19
225
-
2
11
13
-
-
-
(342)
(116)
(458)
(311)
(40)
(351)
(79)
(9)
(88)
-
28
10
38
206
19
225
(42)
(3)
(45)
Consolidated
Company
2015
2014
2015
£'000
£'000
£'000
2014
£'000
(489)
-
(489)
-
-
(553)
-
(553)
(489)
553
(489)
553
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.
18
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THOR MINING PLC
Notes to the Accounts
14. Non interest bearing liabilities
Current
Director advances1
Novated loan2
Consolidated
Company
2015
2014
2015
£'000
£'000
£'000
2014
£'000
(74)
(159)
(233)
-
-
-
-
-
-
-
-
-
1 The Directors advanced funds on a no security, no interest basis on a short term basis. These loans
have been repaid subsequent to 30 June 2015.
2 As part of the acquisition of the Pilot Mountain Tungsten Project, borrowings of A$625,000 were
novated to the acquired company, Black Fire Industrial Minerals Pty Ltd, prior to the acquisition by
Thor. The borrowings included A$175,000 provided by Thor Directors (Messrs Billing, Ashton, Ireland
and Thomas). The Directors agreed to convert their unsecured loans to Thor Shares, immediately
upon completion of the acquisition by Thor. Post acquisition, a further A$125,000 of the borrowings
were settled through the issue of Shares in Thor. At 30 June 2015, the remaining borrowings of
A$325,000 (£159,000) are secured over the assets of Black Fire Industrial Minerals Pty Ltd and are
repayable by 27 September 2015.
15. Issued share capital
Issued up and fully paid:
982,870,766 deferred shares of £0.0029 each
3,228,091,211 ordinary shares of £0.0001 each
(2014: 982,870,766 ordinary shares of £0.0029 each
1,703,669,855 deferred shares of £0.0001 each)
2015
£'000
2014
£'000
2,850
2,850
322
170
3,172
3,020
Movement in share capital
Ordinary shares of £0.0001
Number
£’000
Number
£’000
2015
2014
At 1 July
1,703,669,855
3,020 982,814,766
2,948
Share issue in lieu of expenses
Share issued for cash
Shares issued for acquisition (refer
Note 21)
Shares issued to extinguish debt
(refer Note 21)
Exercise of warrants
94,641,608
844,444,444
418,750,000
166,129,526
455,778
9
25,000,000
84 695,687,283
42
17
-
-
-
167,806
3
67
-
-
2
At 30 June
3,228,091,211
3,172 1,703,669,855
3,020
19
For personal use only
THOR MINING PLC
Notes to the Accounts
15. Issued share capital (cont)
Change in Nominal Value
The nominal value of shares in the company was originally 0.3 pence. At a shareholders meeting in
September 2013, 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 0.01 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 and carry no rights whatsoever.
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 2015:
Number
600,0001
58,000,0002
26,141,0882
62,887,8083
87,500,0004
26,763,9875
Grant Date
Expiry Date Exercise Price
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
03 Jun 2013
03 Jan 2016 AUS$0.005963
19 Jun 2015
28 Jun 2106 GBP£0.00075
22 Sep 2014
22 Sep 2016
GBP£0.001
261,892,883 total outstanding
Share options carry no rights to dividends and no voting rights.
1 600,000 share options were issued to employees on 25 September 2012.
2 84,141,088 share options were originally issued to the Lindsay Carthew Family Trust relating to the issue of
the debt facility and the first draw down under that facility.
3 62,887,808 share options were issued to The Lindsay Carthew Family Trust relating to the drawdown of funds
under the debt facility.
4 87,500,000 share options were issued to sophisticated investors as part of a capital raising in June 2015.
5 26,763,987 warrants were issued to sophisticated investors as part of a capital raising in September 2014.
16. 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
Lapse of 4,000,000 Employees options @ £0.02
Valuation of 26,763,989 warrants
At 30 June
2015
2014
£’000
£’000
44
-
-
-
-
(23)
9
30
180
(22)
(94)
(4)
(16)
-
-
44
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 2015.
20
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THOR MINING PLC
Notes to the Accounts
16. 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%
September
2014 issue
0.00%
A$0.016
£0.00115
A$0.02
146%
2.685%
3yrs
£0.001
40%
3.05%
2yrs
A$0.0125
A$0.00065
£0.00803
£0.00035
17. Analysis of changes in net cash and cash equivalents
Cash at bank and in hand
At 1 July 2014
Cash flows
£’000
10
£’000
34
Non-cash
changes
£’000
(1)
30 June
2015
£’000
43
18. 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.
TM Gold Pty Ltd has executed an agreement to acquire the remaining 49% of Springhill.
Consideration is cash of $210,000 and Thor shares to the value of $100,000. An Australian
investor has agreed to provide a loan to finance the cash component. The acquisition remains
subject to Ministerial assent. Refer ASX announcement dated 4 June 2015.
19. 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 they will be able to raise additional equity capital to finance operations to commercial exploitation
but controls over expenditure are carefully managed.
21
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THOR MINING PLC
Notes to the Accounts
19. Financial instruments (continued)
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
2015
£’000
2014
£’000
4
39
43
4
6
10
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.
Financial assets:
Cash and cash equivalents
Trade receivables & other current assets
Deposits supporting performance
guarantees
Non current receivable
Financial liabilities:
Trade and other payables
Non interest bearing liabilities
Interest bearing liabilities
2015
2014
Carrying
Amount
£’000
Fair Value
£’000
Carrying
Amount £’000
Fair Value
£’000
43
44
13
-
458
233
489
43
44
13
-
458
233
489
10
84
50
225
351
-
553
10
84
50
225
351
-
553
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, to be returned in monthly instalments. 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.
During July 2014, the Company entered into an additional share subscription agreement and an
additional equity swap agreement, with Lanstead. The structure of the agreements is similar to
above, with 157,500,000 ordinary shares issued to Lanstead for a cash consideration of £150,000.
£150,000 was received upon subscription, with £122,500 invested by the company in credit support
for the equity swap and will be returned in monthly instalments. 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 £0.00133333.
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THOR MINING PLC
Notes to the Accounts
19. Financial instruments (continued)
Under the above agreements, if the market price of the Company’s shares exceeds the benchmark
prices, 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 prices, 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 prices. Downward exposure is limited to the amount of the
credit support being returned.
The net amount due from Lanstead at 30 June 2015 is £2,000 (Trade receivables & other assets -
current). The monthly instalments conclude in January 2016. This net amount is comprised as
follows:
Gross value of credit support to be returned
248,000
Less the market value of the equity swap
Net value
(£246,000)
£2,000
The market value of the equity swap has been valued at the Company’s share price of £0.0005 as at
30 June 2015.
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%
5,000
Decrease in the Company’s share price by 10%
-
The following table sets out the carrying amount, by maturity, of the financial instruments exposed
to interest rate risk:
30-June 2015
Group
Financial Assets
Fixed rate
At call Account – AUD
At call Account – STG
Financial Liabilities
Fixed Rate
Interest bearing liabilities
30-June 2014
Group
Financial Assets
Fixed rate
At call Account – AUD
Term Deposit – AUD
Financial Liabilities
Fixed Rate
Interest bearing liabilities
Effective
Interest Rate
%
< 1 year
Maturing
>1 to <2
Years
>2 to <5
Years
Total
£’000
£’000
£’000
£’000
0%
0.05%
39
4
43
7.0%
489
2.0%
2.0%
6
4
10
-
-
-
-
-
-
-
7.0%
-
553
-
-
-
-
-
-
-
-
39
4
43
489
6
4
10
553
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THOR MINING PLC
Notes to the Accounts
20. Related parties
There is no ultimate controlling party.
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 2015 the
estimated recoupable amount converted to £8,838,000.
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 £32,000
(2014 £35,000) was paid to Ronaldsons LLP Solicitors on normal commercial terms.
21. Business Combination
On 27 October 2014 Thor Mining PLC acquired 100% of the issued shares in Black Fire Industrial
Minerals Pty Ltd, an exploration company, for consideration of £687,797. The acquired company
controls Mining Claims situated in south-western Nevada, referred to as the Pilot Mountain project.
Pilot Mountain contains Indicated and Inferred Resource of 6.8 million tonnes @ 0.31% Tungsten,
plus copper and silver credits, together with further potential exploration upside.
The acquisition continues Thor’s strategy to increase its Tungsten resources, and together with the
existing Molyhil Project, has the potential to position Thor as a long term tungsten concentrate
supplier.
Purchase consideration of £687,797 consisted of 418,750,000 Ordinary Shares in Thor. The Shares
are listed on the ASX and held in voluntary escrow until 27 October 2015. The fair value of the
shares issued was determined by reference to the closing price of Thor Shares on the ASX at the date
of acquisition of A$0.003, and converted at the AUD/GBP exchange rate on that date.
The assets and liabilities recognised as a result of the acquisition are as follows:
Intangible assets - Deferred Exploration Costs (1)
Prepayments
Trade & other Payables
Non-interest bearing liabilities (2)
Net identifiable assets acquired
£'000
1,038
37
(45)
(342)
688
(1) The book value of the Deferred Exploration costs in the acquired company, Black Fire Industrial
Minerals Pty Ltd, was £1,262,000. A conservative position was taken in the accounting for
the acquisition, by writing down the deferred exploration costs by £224,000 to reflect fair
value at acquisition, rather than recognising a gain on bargain purchase.
(2) The acquired company’s parent, had obtained borrowings of A$625,000 in March 2014, to
enable the completion of it’s acquisition of the Pilot Mountain Tungsten Project, subsequently
creating the opportunity for Thor to acquire the Pilot Mountain Tungsten Project. The
borrowings were novated to the acquired company, Black Fire Industrial Minerals Pty Ltd, prior
to the acquisition by Thor. The borrowings included A$175,000 provided by Thor Directors
(Messrs Billing, Ashton, Ireland and Thomas). The Directors agreed to convert their unsecured
loans to Thor Shares, immediately upon completion of the acquisition by Thor. Post
acquisition, a further A$125,000 of the borrowings were settled through the issue of Shares
in Thor. At 30 June 2015, the remaining borrowings of A$325,000 (£159,000) are secured
over the assets of Black Fire Industrial Minerals Pty Ltd and are repayable by 27 September
2015.
Acquisition-related costs of £77,000 are included in Corporate expenses in the Consolidated
Statement of Comprehensive Income.
24
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THOR MINING PLC
Notes to the Accounts
22. Post balance sheet events
On 16 June 2015 the Company announced a placement of a total of 1,050,000,000 Shares together
with 525,000,000 free attaching Warrants to placees, to raise a total of £525,000 (A$1,075,000)
before expenses at 0.05p per share. On 19 June 2015, the Company issued and allotted the first
tranche of those securities, comprising 175,000,000 Shares together with 87,500,000 free attaching
Warrants (Tranche 1 Securities). The Tranche 1 Securities is included in the financial statements for
the year ended 30 June 2015. The issue and allotment of the remaining 875,000,000 Shares and
437,500,000 free attaching Warrants (Tranche 2 Securities) was approved at a meeting of
Shareholders on 23 July 2015. The Tranche 2 Securities were issued on 24 July 2015, with proceeds
of £437,500 (A$895,000).
Subject to the above matter, there were no material events arising subsequent to 30 June 2015 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 15th September)
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
The number of Australian shareholders holding less than a marketable parcel is 2,916.
The minimum parcel size is 500,000 shares.
Number of Shareholders
717
421
302
1,178
952
3,570
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THOR MINING PLC
Twenty largest shareholders as at 15 September2015
Name
Spreadex Limited
Lanstead Capital LP
Barclayshare Nominees Limited
TD Direct Investing Nominees (Europe) Limited
Dunham Investments Pty Ltd
Mr Michael Robert Billing
HDSL Nominees Limited
Winterflood Securities Limited
Peel Hunt Holdings Limited
Hargreaves Lansdown (Nominees) Limited
HSBC Client Holdings Nominee (Uk) Limited
Hargreaves Lansdown (Nominees) Limited
Jim Nominees Limited
Roy Nominees Limited
Mick Ashton Nominees Pty Ltd
Mr Reginald Allan Buchanan
Mr Trevor Lloyd Saward + Mrs Helen Michelle Saward
Xcap Nominees Limited
Investor Nominees Limited
Securities Services Nominees Limited
TOTAL
Number of
shares held
Percentage of
shares held
571,368,364
13.93%
238,610,597
220,613,833
149,649,427
128,555,000
112,658,951
117,980,715
110,089,150
98,813,253
92,322,452
75,899,659
72,728,338
69,541,677
68,886,963
66,471,752
45,000,000
44,911,111
44,716,429
39,205,333
38,826,612
5.82%
5.38%
3.65%
3.13%
2.75%
2.88%
2.68%
2.41%
2.25%
1.85%
1.77%
1.69%
1.68%
1.62%
1.10%
1.09%
1.09%
0.96%
0.95%
2,406,849,616
58.66%
Unlisted Option and Warrant holders as at 15 September2015
Name
VSA Capital
Associates (2)
Lindsay Carthew Family Trust
Lindsay Carthew Family Trust
Dinosaur Bank Group
Spreadex
Total unlisted options/warrants
Securities held on Escrow
Expiry Date
Number of
Warrants
held
Percentage
of warrants
held
22/06/2016
26,763,987
27/09/2015
19/03/2016
03/06/2016
28/06/2016
28/06/2016
600,000
84,141,088
62,887,808
150,000,000
375,000,000
3.83%
0.09%
12.03%
8.99%
21.45%
53.62%
699,392,883
100.00%
Total shares and CDI’s on issue of 4,103,091,211 include 418,750,000 CDI’s held on escrow until
27 October 2015.
27
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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 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. The Board has also given consideration to the ASX
Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rd
Edition).
A copy of the Company’s corporate governance policy is available on the Company’s website
http://www.thormining.com/investors_information_aimrule.htm.
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 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.
28
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THOR MINING PLC
TENEMENT SCHEDULE
At 30 June 2015, the consolidated entity holds an interest in the following Australian tenements:
Project
Tenement
Area
kms2 Area ha.
Holders
Company
Interest
EL22349
228.00
Molyhil Mining Pty Ltd
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
51%
100%
60%
60%
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
EL28948
EL28949
ML23825
ML24429
ML25721
AA29732
MLS77
MLS78
MLS79
MLS80
MLS81
MLS82
MLS83
MLS84
MLS85
MLS86
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
38.6 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
62.40
TM Gold Pty Ltd
TM Gold Pty Ltd
TM Gold Pty Ltd
TM Gold Pty Ltd
Spring Hill *
ML23812
Spring Hill *
EL22957
Spring Hill
EL28855
EL63/872
Dundas
Dundas
EL63/1102
164.22
TM Gold Pty Ltd
* TM Gold Pty Ltd has executed an agreement to acquire the remaining 49% of Springhill.
Consideration is cash of $210,000 and Thor shares to the value of $100,000. An Australian investor
has agreed to provide a loan to finance the cash component. The acquisition remains subject to
Ministerial assent. Refer ASX announcement dated 4 June 2015.
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THOR MINING PLC
TENEMENT SCHEDULE (continued)
At 30 June 2015, the consolidated entity holds an interest in the following tenements in the US
State of Nevada:
Claim
Group
Platoro
Prospect
Claim Number
Area
Holders
Company
Interest
Desert Scheelite
NT #55 - 64
Garnet
NT #9 - 18
Gunmetal
NT #19 - 22, 6, 7
Good Hope
NT #1 - 5, 41 - 54
45blks (611ha or
1,510 acres)
Pilot Metals Inc
100%
BFM 1
Black Fire Claims
BFM1 - BFM109
109blks (1,481ha or
3,660 acres)
BFM Resources Inc
100%
BFM 2
Des Scheel East
BFM109 - BFM131
22blks (299ha or
739Acre)
BFM Resources Inc
100%
30
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