Thermon Group Holdings
Annual Report 2016

Plain-text annual report

ANNUAL REPORT 2015/2016 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 company, Thor Mining Plc on 6 June 2005. Directors Michael Robert Billing Gervaise Robert John Heddle Paul Johnson David Edward Thomas (Executive Chairman) (Non-Executive Director) (Non-Executive Director) (Non-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 Adviser 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 Ronaldsons LLP 55 Gower Street London WC1E 6HQ Address of Share Registrars United Kingdom Computershare Investor Services Plc PO Box 82 The Pavilions, Bridgewater Road Bristol BS99 6ZY Telephone: Fax: +44 (0) 370 703 1343 +44 (0) 370 703 6114 Australia Computershare Investor Services Pty Ltd GPO Box D182 Perth, Western Australia 6840 Level 11, 172 St Georges Terrace Perth, Western Australia 6000 Telephone: Fax: +61 (0) 8 9323 2000 +44 (0) 8 9323 2033 THOR MINING PLC 2016 ANNUAL REPORT THOR MINING PLC – CHAIRMAN’S STATEMENT – 2016 ANNUAL REPORT The year ended June 2016 saw renewed interest in global metal markets. The price of tungsten, after a period of steady decline, appears to have finally steadied with some hint of an emerging and welcome upward trajectory. Gold prices in particular have continued to strengthen, and the equities market mood in Australia and internationally is somewhat more optimistic. Tungsten Following the upgrade in 2015 of the Feasibility Study for our Molyhil project in Australia’s Northern Territory, we have continued efforts to enhance the project via reductions to capital and operating expense forecasts, with solar power looking to be a significant contributor to the mix of energy supply. We have also commenced initiatives to add additional sources of ore to the project, with the objective of extending mine life and improving throughput rates. Molyhil is shaping up to be a low cost tungsten producer and we hope to secure finance for project development in the near term. During 2014, Thor acquired the Pilot Mountain tungsten project in the United States. This is an exciting project for Thor as Pilot Mountain with a current inferred and indicated resource of 6.79 million tonnes at 0.31% tungsten tri-oxide and has considerable exploration potential, well supported by historical drilling, with an additional exploration target of 11-23 million tonnes at 0.3 – 0.5% tungsten tri-oxide. We have a number of drill ready targets with near to surface mineralisation that could for only modest cost be drilled out and if successful significantly increase the JORC compliant resource. Moreover initial drilling will be holes twinned with historical drilling, meaning we will be targeting areas where the evidence we have to date already indicates the tenor of mineralisation. We hope to be able to drill test a number of the Pilot Mountain targets in the near term. Gold During the year, Thor Mining PLC acquired the remaining 49% interest in the Spring Hill gold project in the Northern Territory for A$210,000 cash plus A$100,000 in Thor CDI’s. Subsequently, in February 2016, Thor executed an agreement to sell 100% of this project for A$3.5 million plus production royalties. The first tranche of A$2.0 million was received in February 2016, with the balance of A$1.5 million due and payable in February 2017. Thor could, subject to acceptable commercial terms, accelerate this second instalment. At the Dundas gold project in Western Australia, activity was limited as the Company concentrated its efforts on other projects. Looking forward, the Company hopes to be in a position to drill test several promising targets. The Company recognises that there is considerable investor interest in gold projects and we have under review a number of additional gold opportunities to enhance the gold potential of our overall portfolio. The incoming new directors also have access to a considerable pipeline of new opportunities with which the Company may seek to engage. Corporate activities During the year under review, Thor continued to raise funds successfully from a number of share placings to new and existing sophisticated investors in the United Kingdom. Personnel During the year, non-Executive Director Greg Durack retired from the Board of Directors and Trevor Ireland and Mick Ashton both retired shortly after the year end. I thank Greg, Trevor, and Mick for their counsel over a number of years; their contribution to the Company was significant. I welcome new Directors, Gervaise Heddle and Paul Johnson, both of whom are highly regarded, and who have made an immediate impact. 1 THOR MINING PLC The Directors and I gratefully acknowledge the efforts of our very small team including contractors and consultants, who have assisted Thor during the past year and continue to assist the Company as it further explores our projects and moves towards the development of its maiden mining operations. Outlook The Directors are confident of continued progress across the Group in the coming year. We remain hopeful that we will secure finance for the Molyhil tungsten project, and believe our other projects put your company in a good position to add value in the near term. Mick Billing Chairman and Chief Executive Officer 26 September 2016 2 Molyhil Tungsten Project – Northern Territory REVIEW OF OPERATIONS AND STRATEGIC REPORT The 100%-owned Molyhil tungsten project is located 220 kilometres (“km”) 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 the Group holds a Memorandum of Understanding in respect of concentrate sales with a major international downstream processor. Highlights 2015/16  Continued efforts to reduce both capital and operating costs, resulting in estimated savings of 5% in capital costs, and 10% in operating expenses.  The project finance requirement for Molyhil is now estimated at US$40 million, plus US$5.5 million in mining fleet expenditure, which can attract alternative finance.  2016 drilling program designed to identify additional mineralisation with potential to add to the mining inventory. Figure 1: Molyhil Location Map Figure 2: A comparison of unit operating costs for Molyhil with other proposed tungsten developments. 3 THOR MINING PLC Figure 3: A comparison of unit capital development costs for Molyhil with other proposed tungsten developments. Pilot Mountain Tungsten Project – United States The 100%-owned Pilot Mountain Project, acquired in late 2014, is located approximately 200km south of the city of Reno and 20km east of the town of Mina, located on US Highway 95. The Pilot Mountain Project comprises four tungsten deposits: Desert Scheelite, Gunmetal, Garnet and Good Hope. All are in close proximity (~3km) to each other and have been subjected to small-scale mining activities at various times during the 20th century. Thor acquired this project 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. Pilot Mountain Outlook Known mineralisation at the Garnet, Gunmetal and Good Hope deposits is scheduled for drill testing along with the eastern extension of the Desert Scheelite resource, where the last hole drilled provided assays including 13.9 metres at 0.89% tungsten tri-oxide and 17.5 metres at 1.8% copper. Figure 4: Pilot Mountain Location Map 4 THOR MINING PLC Metal Prices At the time of writing this report, the selling price in Europe of Tungsten APT was US$190/mtu (A$253/mtu), while the price of Molybdenum Roasted Concentrates was US$7.10/lb (A$9.47/lb) (Figure 5). The price of tungsten in particular is currently at less than 50% of the historical highs of 2011. Industry projections, however, suggest 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 5: Six year Tungsten & Molybdenum price history (MetalBulletin.com) Dundas Gold Project – Western Australia Gold 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 Aircore drill testing as soon as finance for the program is available. Reverse circulation drilling will follow up positive Aircore drilling results. Figure 6: Dundas Location Map 5 THOR MINING PLC Spring Hill Gold Project – Northern Territory The Spring Hill project is located approximately 150km 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, a gas pipeline and trunk powerlines. An operating gold processing plant, with spare capacity, is located within 20km of Spring Hill. During the year, Thor acquired the remaining 49% interest in this project for A$210,000 plus $100,000 in Thor CDI’s. Subsequently, in February 2016, Thor executed an agreement to sell 100% of the Spring Hill project to a private company, PC Gold Pty Ltd, for:   A$2.0 million payable in cash (which was received in February 2016), for a 60% interest, and 100% management control; and A$1.5 million payable in cash, before the end of February 2017, for the remaining 40% interest. In addition, following completion of the acquisition of the 100% stake, PC Gold Pty Ltd will pay Thor a royalty of:   A$6.00 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for up to A$1,500 per ounce; and A$14 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for amounts over A$1,500 per ounce. 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. 6 THOR MINING PLC Tungsten and Molybdenum Mineral Resource Estimates 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. Summary of Pilot Mountain Desert Scheelite Mineral Resource Estimate (Reported 10 June 2014) Desert Scheelite Resource Tonnes Grade % WO3 Contained metal (t) Indicated 6,090,000 0.31 18,900 Inferred 700,000 0.30 2,100 Total 6,790,000 0.31 21,000 Grade g/t 24.2 9.1 22.8 Ag Contained metal (t) 150 10 160 Cu Grade % Contained metal (t) 0.16 0.24 10,000 2,000 0.17 12,000 Notes  Thor Mining PLC holds 100% equity interest in this resource  Mineral Resource reported at 0.2% WO3 Cut-off  Minor rounding errors may occur in compiled totals. 7 THOR MINING PLC 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 2016. Review of Operations The net result of operations for the year was a loss of £1,745,000 (2015 loss: £915,000). A detailed review of the Group’s activities is set out in the Review of Operations & Strategic Report. 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 20 years. He was appointed to the Board in April 2008. He is also a director of ASX listed company Southern Gold Limited. Gervaise Robert John Heddle – CFA BEc(Hons) BA(Juris) - Non-Executive Director (appointed 26 July 2016) Gervaise Heddle is an experienced investor and market commentator, an Executive Director of Greatland Gold PLC and the Founder and Managing Director of Bletchley Economics, through which he provides investment consulting services. Mr Heddle was a Division Director of Macquarie Bank and a Fund Manager and Director at Merrill Lynch Investment Managers. Gervaise is a CFA charterholder and has extensive financial markets experience. Paul Johnson – Non-Executive Director (appointed 2 September 2016) Paul Johnson is the Chief Executive Officer of Metal Tiger Plc, a company quoted on the AIM market of the London Stock Exchange and Non-executive Director of Metal NRG Plc, a company quoted on the ISDX Growth Market. Mr Johnson is a Chartered Accountant, and an Associate of the Chartered Institute of Loss Adjusters and of the Chartered Insurance Institute. He holds a BSc (Hons) in Management Science from UMIST School of Management in Manchester. David Edward Thomas – BSc(Eng), ARSM, FIMM, FAusIMM (CPMin) - Non-Executive Director David Thomas is a Mining Engineer from Royal School of Mines, London, with experience in all facets of the mining industry. He has worked for Anglo American in Zambia, Selection Trust in London, BP Minerals, WMC and BHP Billiton in Australia in senior positions in mine and plant operational management, and is experienced in project management and completion of feasibility studies. He has also worked as a consultant in various parts of the world in the field of mine planning, process plant optimisation, business improvement and completion of studies. His most recent role was as Deputy Project Director for BHP Billiton’s proposed expansion at Olympic Dam, South Australia. David was appointed to the Board 11 April 2012. Michael Kevin Ashton – Non-Executive Director (resigned 2 September 2016) 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. 8 THOR MINING PLC Trevor John Ireland – F.Aus IMM - Non-Executive Director (resigned 2 September 2016) 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. Gregory Durack - M. Aus IMM – Non-Executive Director (Resigned 4 March 2016) 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. He is a past Chief Executive Officer of ASX listed company, Jupiter Mines Limited. Greg was appointed to the Board in July 2005, and resigned 4 March 2016. Ray Ridge - BA(Acc), CA, GIA(cert) - 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 – BSc (App Geol), MSc (Nat Res Man), MAusIMM – Exploration Manager Mr Richard Bradey is a Geologist with over 25 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, other than Mr Paul Johnson, 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 deposits and exploration for, and potential development of, gold projects. The primary tungsten assets comprise the Molyhil -Tungsten- Molybdenum Project (“Molyhil”) and the Pilot Mountain tungsten project in the US state of Nevada. The one remaining gold project is located in the Albany- Fraser Orogen at the margin of Western Australia’s gold rich Archaean Yilgarn Craton. The Spring Hill gold project, located in the Pine Creek area of the Northern Territory of Australia, was sold during the year ended 30 June 2016, with A$1.5 million of the sale proceeds due to be received in February 2017. 9 THOR MINING PLC A detailed review of the Group’s activities is set out in the Review of Operations & Strategic Report. 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 & Strategic Report. Results and dividends The Group incurred a loss after taxation of £1,745,000 (2015 loss: £915,000). No dividends have been paid or are proposed. Key Performance Indicators Given the nature of the business and that the Group is on an exploration and development phase of operations, the Directors are of the opinion that analysis using KPIs is not appropriate for an understanding of the development, performance or position of our businesses at this time. Post Balance Sheet events At the date these financial statements were approved, the Directors were not aware of any other significant post balance sheet events other than those set out in note 23 to the financial statements. Substantial Shareholdings At 9 September 2016, the following had notified the Company of disclosable interests in 3% or more of the nominal value of the Company’s shares: Metal Tiger Plc Spreadex Limited Mr Michael Billing Dunham Investments Pty Ltd Directors & Officers Shareholdings Ordinary shares 860,000,000 320,619,145 304,311,378 200,448,285 % 14.01 5.22 4.96 3.27 The Directors and Officers who served during the period and their interests in the share capital of the Company at 30 June 2016 or their date of resignation if prior to 30 June 2016, were follows: Ordinary Shares/CDIs Unlisted Options 30 June 2016 30 June 2015 30 June 2016 30 June 2015 Michael Billing 304,311,378 112,568,951 Michael Ashton (resigned 2/9/16) 133,475,515 66,471,752 Trevor Ireland (resigned 2/9/16) 77,869,897 29,965,705 David Thomas 75,660,470 27,756,278 Gregory Durack (resigned 4/3/16) 64,631,900 16,727,708 Richard Bradey 794,800 794,800 - - - - - - - - - - - 500,000 10 THOR MINING PLC Directors’ Remuneration This report outlines the remuneration arrangements in place for directors and other key management personnel of Thor Mining PLC. The Company remunerates the Directors at a level commensurate with the size of the Company and the experience of its Directors. The Board 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 (£22,196). From 1st January 2010 the Directors elected to accept reduced fee arrangements, for cash settled Directors fees. Where Directors fees are settled through shares issued in lieu of cash payment, the full A$40,000 per annum applies. This arrangement remains in place, until further notice. Directors and Officers Summary of amounts paid to Key Management Personnel. The following table discloses the compensation of the Directors and the key management personnel of the Group during the year. Salary and Fees Post Employment Superannuation 2016 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 Michael Ashton4 Trevor Ireland4 David Thomas Gregory Durack1 Key Personnel: Ray Ridge2 Richard Bradey 119 29 35 40 22 36 85 - - - - - - 8 119 119 29 35 40 22 36 93 29 35 40 22 36 93 - - - - - - - - - - - - - - 119 29 35 40 22 36 93 8 366 374 374 2016 Total 1 Fees payable to Mr. Durack are paid to Martineau Resources Pty Ltd. Mr Durack resigned 4 March 2016. 2 As at 30 June 2016 accrued amounts of £120,784, £45,304, £35,281, £32,499, £16,647, and £11,468 remained unpaid to Messrs. Billing, Thomas, Ireland, Ridge, Ashton and Durack respectively. 3 Each of the Directors received £13,033 of their Directors fees as shares in lieu of cash payment. M Billing also received £16,735 as shares in lieu of cash payments for consulting fees as Executive Chairman. The Directors have again agreed to receive shares in lieu of cash payments for the remainder of their Directors fee for the year ended 30 June 2016, subject to shareholder approval (being £15,640 for each Director, and £8,689 in the case of G Durack). 4 Resigned subsequent to the end of the financial year, on 2 September 2016. 374 - - 11 THOR MINING PLC Salary and Fees Post Employment Superannuation 2015 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 9 107 107 12 12 19 25 58 101 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 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: 2016 Michael Billing Michael Ashton Trevor Ireland David Thomas Gregory Durack (resigned 4/3/16) Meetings held whilst in Office 11 11 11 11 7 Meetings attended 11 10 10 9 6 Mr Gervaise Heddle and Mr Paul Johnson were appointed, after the year ended 30 June 2016. Corporate Governance 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 as follows: 12 THOR MINING PLC  All Director Remuneration is set against the market rate for Independent Directors for ASX listed companies of a similar size and nature.  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 http://www.thormining.com/aboutus#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. 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. Under normal operating conditions, suppliers are paid within 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. Auditors A resolution to reappoint Chapman Davis LLP, and authorise the Directors to fix their remuneration, will be proposed at the next Annual General Meeting. 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 13 THOR MINING PLC  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. Going Concern The Directors note the substantial losses that the Group has made for the Year Ended 30 June 2016. The Directors have prepared cash flow forecasts for the period ending 30 September 2017 which take account of the current cost and operational structure of the Group. The cost structure of the Group comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, costs can be reduced to enable the Group to operate within its available funding. 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. These forecasts demonstrate that the Group has sufficient cash funds available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements with continued ability to raise capital in the marketplace, when the Group’s discretionary exploration spend is taken into consideration. Accordingly, the financial statements have been prepared on a going concern basis. Further consideration of the Group’s Going Concern status is detailed in Note 1 to the financial statements. Statement of Directors’ Responsibilities Company law in the United Kingdom requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing those financial statements, the Directors are required to:  select suitable accounting policies and then apply them consistently;  make judgments and estimates that are reasonable and prudent;  state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The Directors are responsible for keeping proper accounting records, for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. They are also responsible for ensuring that the annual report includes information required by the Alternative Investment Market (“AIM”) of the London Stock Exchange plc. Electronic communication The maintenance and integrity of the Company’s website is the responsibility of the Directors: the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. The Company’s website is maintained in accordance with AIM Rule 26. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. This report was approved by the Board on 26 September 2016. Michael Billing Executive Chairman Ray Ridge Chief Financial Officer 14 THOR MINING PLC Statements of Comprehensive Income for the year ended 30 June 2016 Note Consolidated £'000 2016 £'000 2015 Company £'000 2016 £'000 2015 Administrative expenses Corporate expenses Unrealised loss on financial assets Unrealised gain on financial liabilities Realised gain/(loss) on financial assets Realised gain on swap facilities Net impairment of subsidiary loans Write off/Impairment of exploration assets Operating Loss Interest received Interest paid Loss before Taxation Taxation Loss for the period Other comprehensive income: (71) (596) - - - (2) - (1,029) (1,698) - (47) (1,745) - (1,745) (89) (663) (213) 65 18 21 - (19) (880) 2 (37) (915) - (915) 22 7 3 5 - (143) (453) (204) (213) - 65 - - (542) (2) 21 576 (1,848) - (315) (2,428) - - (315) (2,428) - (315) (2,428) - - - - Exchange differences on translating foreign operations Other comprehensive income for the period, net of income tax Total comprehensive income for the period 1,225 (1,157) 1,225 (1,157) - - - - (520) (2,072) (315) (2,428) Basic loss per share 6 (0.04)p (0.03)p The accompanying notes form an integral part of these financial statements. 16 THOR MINING PLC Statements of Financial Position at 30 June 2016 Co No: 05276414 Note Consolidated Company £'000 2016 £'000 2015 £'000 2016 £'000 2015 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 Total liabilities Net assets Equity Issued share capital Share premium Foreign exchange reserve Merger reserve Share based payments reserve Retained losses 7 8 8 11 9 10 11 12 14 13 15 16 9,228 10,401 - - - 13 15 9,243 10,429 - - - 11 4 170 894 1,064 43 44 87 10,307 10,516 - 688 7,886 - - - 8,574 170 893 1,063 9,637 - 688 8,838 - - - 9,526 4 13 17 9,543 (503) (16) (96) - (615) (458) (14) (233) (489) (1,194) (96) - - - (96) (88) - - (489) (577) (615) (1,194) (96) (577) 9,692 9,322 9,541 8,966 3,423 3,423 3,172 16,022 15,383 918 405 30 3,172 16,022 15,383 - 405 30 (12,310) (10,586) (10,318) (10,024) 2,143 405 9 - 405 9 Total shareholders equity 9,692 9,322 9,541 8,966 The accompanying notes form part of these financial statements. These Financial Statements were approved by the Board of Directors on 26 September 2016 and were signed on its behalf by: Michael Billing Executive Chairman Ray Ridge Chief Financial Officer 17 THOR MINING PLC Statements of Cash Flows for the year ended 30 June 2016 Consolidated Company Note £'000 £'000 £'000 £'000 2016 2015 2016 2015 Cash flows from operating activities Operating Loss (1,698) (880) (315) (2,428) 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 Loss on revaluation of financial assets Realised loss / (gain) on financial assets Realised gain on swap facility 24 89 - 13 1,029 - - 151 - - 2 12 62 4 20 19 - (65) 218 213 (18) (21) (9) 13 - - - 1 61 - - - (576) 1,848 - - - 542 2 (65) 218 213 - (21) Net cash outflow from operating activities (390) (436) (343) (173) Cash flows from investing activities Interest received Interest paid Refund of performance bonds - (54) - Proceeds from disposal of exploration assets 22 1,110 Disposal of financial assets Purchase of property, plant and equipment R&D Grants for exploration expenditure - - 73 2 (37) 31 - 51 (2) 37 Payments for exploration expenditure (544) (316) - - - 1,110 - - - - - - - - - - - - Loans to controlled entities - - (766) (457) Net cash outflow from investing activities 585 (234) 344 (457) Cash flows from financing activities Loans advanced Loans repaid 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 217 (939) 654 (68) 127 - 43 170 74 - 630 704 34 (1) 10 43 - (489) 654 165 166 - 4 170 - - 630 630 - - 4 4 18 THOR MINING PLC Statements of Changes in Equity For the year ended 30 June 2016 Consolidated 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 Balance at 1 July 2014 3,020 13,884 (9,694) 2,075 405 44 9,734 Loss for the period Foreign currency translation reserve - - - - (915) - - (1,157) - 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) - (1,157) - - - - 918 - - - - - - - 405 - - - (915) (1,157) (2,072) - - (23) 9 30 1,729 (69) - - 9,322 3,172 15,383 (10,586) 918 405 30 9,322 Balance at 1 July 2015 Loss for the period Foreign currency translation reserve - - - - (1,745) - - 1,225 - 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 2016 - - 21 - 16,022 (12,310) 251 - - - 3,423 676 (37) - - (1,745) - Company Balance at 1 July 2014 Loss for the period Total comprehensive (loss) for the period 3,020 13,884 (7,619) - - - - (2,428) (2,428) Transactions with owners in their capacity as owners Shares issued Cost of shares issued 1,577 (69) 152 - - - Share options lapsed Share options issued - - - (9) 23 - At 30 June 2015 3,172 15,383 (10,024) Balance at 1 July 2015 Loss for the period Total comprehensive (loss) for the period 3,172 15,383 (10,024) - - - - (315) (315) Transactions with owners in their capacity as owners Shares issued Cost of shares issued 676 (37) 251 - - - Share options lapsed Share options issued - - - - 21 - At 30 June 2016 3,423 16,022 (10,318) 19 1,225 - - - - 2,143 - - - - - - - - - - - - - - - - - - - - - 405 - - - - - (21) - 9 (1,745) 1,225 (520) 927 (37) - - 9,692 405 44 9,734 - - - - - 405 405 - - - - - - - - - (23) 9 (2,428) (2,428) 1,729 (69) - - 30 8,966 30 8,966 - - - - (21) - (315) (315) 927 (37) - - 405 9 9,541 THOR MINING PLC Notes to the Accounts for the year ended 30 June 2016 1 Principal accounting policies a) Authorisation of financial statements The Group financial statements of Thor Mining PLC for the year ended 30 June 2016 were authorised for issue by the Board on 26 September 2016 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 £1,745,000 during the period ended 30 June 2016, and had a net cash inflow of £195,000 from operating and investing activities. The consolidated entity continues to be reliant upon completion of capital raising for continued operations and the provision of working capital. The Group’s cash flow forecast for the 12 months ending 30 September 2017, highlight the fact that the Company is expected to generate negative cash flow by that date, inclusive of the discretionary exploration spend. 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. 20 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. (2015: £ 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. 21 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. 22 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. 23 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 Group or the Company. 24 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 June 2016 Revenue Interest Income Total Segment Revenue £'000 £'000 £'000 £'000 Head office/ Unallocated Australia United States Consolidated - - - - - - - - Total Segment Expenditure (349) (1,317) (79) (1,745) Loss from Ordinary Activities before Income Tax Income Tax (Expense) (349) (1,317) (79) (1,745) - - - - Retained (loss) (349) (1,317) (79) (1,745) Assets and Liabilities Segment assets Corporate assets Total Assets Segment liabilities Corporate liabilities Total Liabilities - 1,063 1,063 - (96) (96) 7,839 - 7,839 (489) - (489) 1,405 - 9,244 1,063 1,405 10,307 (30) - (30) (519) (96) (615) Net Assets 967 7,350 1,375 9,692 25 THOR MINING PLC Notes to the Accounts 2. Revenue and segmental analysis – Group (continued) Year ended 30 June 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 2016 £’000 13 27 - - 245 2015 £’000 20 26 - - 175 Auditors’ remuneration for audit services above includes £20,200 (2015: £19,250) to Chapman Davis LLP for the audit of the Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was £6,825 (2015: £5,862). 26 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 two days in any calendar month, can be invoiced to the Company at market rate, currently at A$1,000 per day, other than Mr Michael Billing at a rate of A$1,200 per day and Mr David Thomas at a rate of A$1,500 per day. From 1st January 2010 the Directors elected to accept reduced fee arrangements, for cash settled Directors fees. Where Directors fees are settled through shares issued in lieu of cash payment, the full A$40,000 per annum rate applies. This arrangement remains in place, until further notice. (a) Details of Key Management Personnel (i) Chairman and Chief Executive Officer Michael Billing (ii) Directors Gervaise Heddle David Thomas Paul Johnson Michael Ashton Trevor Ireland (iii) Executives Ray Ridge Stephen Ronaldson Richard Bradey Executive Chairman and Chief Executive Officer Non-executive Director (appointed 26 July 2016) Non-executive Director Non-executive Director (appointed 2 September 2016) Non-executive Director (resigned 2 September 2016) Non-executive Director (resigned 2 September 2016) 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. 27 THOR MINING PLC Notes to the Accounts 4. Directors and executive disclosures – Group (cont) 30 June 2016 Directors: 1,2 Michael Billing Michael Ashton4 Trevor Ireland4 David Thomas Gregory Durack3 Other Personnel: Richard Bradey Ray Ridge1 Salary & Fees £’000 Shares2 £’000 Total £’000 89 16 22 27 9 93 36 30 13 13 13 13 - - 119 29 35 40 22 93 36 1 As at 30 June 2016 accrued amounts of £120,784, £45,304, £35,281, £32,499, £16,647, and £11,468 remained unpaid to Messrs. Billing, Thomas, Ireland, Ridge, Ashton and Durack respectively. 2 Each of the Directors received £13,033 of their Directors fees as shares in lieu of cash payment. M Billing also received £16,735 as shares in lieu of cash payments for consulting fees as Executive Chairman. The Directors have again agreed to receive shares in lieu of cash payments for the remainder of their Directors fee for the year ended 30 June 2016, subject to shareholder approval (being £15,640 for each Director, and £8,689 in the case of G Durack). 3 Resigned 4 March 2016. 4 Resigned subsequent to the end of the financial year, on 2 September 2016. Salary & Fees £’000 Shares2 £’000 Total £’000 30 June 2015 Directors: 1,2 Michael Billing Gregory Durack Michael Ashton Trevor Ireland David Thomas Other Personnel: Richard Bradey Ray Ridge1 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. (c) Compensation by category Group Key Management Personnel Short-term Post-employment 28 2016 £’000 366 8 374 2015 £’000 325 9 334 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 2016 and 30 June 2015. (e) Options holdings of Key Management Personnel The movement during the reporting period in the number of options over ordinary shares in Thor Mining PLC held, directly, indirectly or beneficially, by key management personnel, including their personally related entities, is as follows: Held at Acquired through Open Offer Granted as remuneration Expired Exercised Held at 30 June 2016/or at date of resignation Vested and exercisable at 30 June 2016 Key Management Personnel Directors Executive Michael Billing Non-Executive David Thomas Gregory Durack Michael Ashton Trevor Ireland 1 July 2015 - - - - - Other Personnel Richard Bradey 500,000 - - - - - - - - - - - - - - - - - 500,000 - - - - - - - - - - - - - - - - - - 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 Non-Executive David Thomas 1,164,180 Gregory Durack 1,492,538 Michael Ashton 3,731,344 Trevor Ireland 1,119,403 Other Personnel Richard Bradey 500,000 - - - - - - - 3,731,344 - 1,164,180 - 1,492,538 - 3,731,344 - 1,119,403 - - - - - - - - - - - - - - - - - - 500,000 500,000 No options held by Directors or specified executives are vested but not exercisable, except as set out above. 29 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) 2016 £’000 90 6 11 2015 £’000 95 7 14 (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 2016 2015 £’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 2016 2015 £’000 £’000 (1,745) (915) 20.00% 20.75% Loss on ordinary activities multiplied by the standard rate of corporation tax (349) (190) Effects of: Future tax benefit not brought to account Current tax charge for year 349 - 190 - 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. 30 THOR MINING PLC Notes to the Accounts 6. Loss per share 2016 2015 Loss for the year (£ 000’s) (1,745) (915) Weighted average number of Ordinary shares in issue 4,315,444,147 2,769,138,374 Loss per share (pence) – basic (0.04)p (0.03)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 (refer note 22) Exchange gain / (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 2016 2015 10,401 10,246 430 (1,942) 333 - 1,368 (1,197) (1,029) (19) - 1,038 9,228 10,401 - - - - - - - - - - - - Net book value at 30 June 9,228 10,401 As at 31 December 2015, the Group wrote off £719,000 relating to the carrying amount of the Spring Hill tenements. The assets were written down to the assessed recoverable amount at 31 December 2015 of A$3.5m, based on advanced negotiations for the sale of Spring Hill at that date. Those negotiations concluded in February 2016 resulting in the sale of Spring Hill for A$3.5m (£1.8m). A$2.0m cash was received upon completion of the sale in February 2016, and the remaining A$1.5m is due to be received in February 2017. In the Statement of Financial Position as at 30 June 2016, the A$1.5 appears as a receivable (refer Note 11). One of the two Dundas tenements (tenement number EL63/1102) was relinquished in July 2016. Based on the intention, at 30 June 2016, to relinquish that tenement upon its renewal date in July 2016, the carrying value of £310,000 was written off in the year ending 30 June 2016. As at 30 June 2016 the Directors undertook an impairment review of the deferred exploration costs for the remaining tenements, as a result of which, no provision for impairment was required (2015: £Nil). 31 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 Hale Energy Limited 2 Black Fire Industrial Minerals Pty Ltd3 Industrial Minerals (USA) Pty Ltd4 Pilot Metals Inc5 BFM Resources Inc6 Country of registration or incorporation Australia Australia Australia Australia USA USA Shares held Class Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary % 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 Hale Energy Limited ceased exploration activities and was dormant at 30 June 2015. During the year ended 30 June 2016, the Dundas tenements (previously held by TM Gold Pty Ltd) were transferred to Hale Energy Limited, to permit the sale of TM Gold Pty Ltd holding only the Spring Hill tenements of interest to the purchaser. In August 2016, The Group made an application to the Australian Securities and Investment Commission to change the company type of Hale Energy Limited from a public company limited by shares to a proprietary company limited by shares. The change is effective after a one month gazetting period. 3 Black Fire Industrial Minerals Pty Ltd is a holding company only. It owns 100% of the shares in Industrial Minerals (USA) Pty Ltd. 4 Industrial Minerals (USA) Pty Ltd is a holding company only. It owns 100% of the shares in Pilot Metals Inc and BFM Resources Inc. 5 Pilot Metals Inc is engaged in exploration and evaluation activities focused at the Pilot Mountain project in the US state of Nevada. 6 BFM Resources Inc is engaged in exploration and evaluation activities focused at the Pilot Mountain project in the US state of Nevada. The Directors of Thor Mining PLC, M R Billing, M K Ashton, and T J Ireland were all Directors of the above subsidiaries for the entire year ended 30 June 2016, with the exception of Mr Greg Durack who resigned as Director of these companies on 4 March 2016. The previously 100% owned subsidiary TM Gold Pty Ltd was sold effective 26 February 2016 (refer Note 22). (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 (refer Note 22) Black Fire Industrial Minerals Pty Ltd 2016 £’000 700 (700) 1,277 2015 £’000 700 (700) 1,277 (1,277) (1,277) - 688 688 - 688 688 The investments in subsidiaries are carried in the Company’s Balance Sheet at the lower of cost and net realisable value. 32 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 2016 £’000 7,672 (722) - - 1,117 (716) 535 - 7,886 2015 £’000 7,370 (1,656) 4,583 (1,675) 358 (358) 216 - 8,838 The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable notice having regard to the financial stability of the company. 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 2016 2015 2015 2014 11 11 13 13 94 (90) 4 98 (83) 15 - - - - - - - - - - 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 15 - 2 - (13) 4 35 2 (2) - (20) 15 - - - - - - - - - - - - 33 THOR MINING PLC Notes to the Accounts 11. Trade receivables and other assets Current Trade and other receivables Receivable for business disposal (refer Note 22) Lanstead LLC Prepayments 12. Current trade and other payables Trade payables Other payables 13. Interest bearing liabilities Loan Current Consolidated Company £'000 £'000 £'000 £'000 2016 2015 2016 2015 42 832 - 20 894 5 2 37 44 42 832 - 19 893 - 2 11 13 (342) (161) (503) (342) (116) (458) (88) (8) (96) (79) (9) (88) Consolidated Company 2016 2015 2016 £'000 £'000 £'000 2015 £'000 - - (489) (489) - - (489) (489) The subsidiary companies, Molyhil Mining Pty Ltd and T M Gold Pty Ltd had 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. During the year ended 30 June 2016, the proceeds from the sale of TM Gold Pty Ltd (holding the Spring Hill tenements) were used to repay the loan in February 2016, and the mortgages were discharged. 34 THOR MINING PLC Notes to the Accounts 14. Non interest bearing liabilities Current Director advances1 Novated loan2 Consolidated Company 2016 2015 2016 £'000 £'000 £'000 2015 £'000 (96) - (96) (74) (159) (233) - - - - - - 1 The Directors advanced funds on a no security, no interest basis to meet short term funding requirements of the Group. The loans at 30 June 2015 were repaid during the year ended 30 June 2016. Subsequently, during the year ended 30 June 2016, the Directors again advanced funds to the Group. Certain Directors have undertaken to receive repayment of A$150,000 (£83,235) through the issue of the Company’s securities, subject to shareholder approval (refer Note 23). 2 As part of the acquisition of the Pilot Mountain Tungsten Project in November 2014, borrowings of A$625,000 were novated to the acquired company, Black Fire Industrial Minerals Pty Ltd, prior to the acquisition by Thor. Post acquisition, during the year ended 30 June 2015, A$300,000 of the borrowings were settled through the issue of Shares in Thor, leaving borrowings of A$325,000 (£159,000) at 30 June 2015 which were secured over the assets of Black Fire Industrial Minerals Pty Ltd. During the year ended 30 June 2016, these borrowings were fully repaid and the security discharged. 15. Issued share capital Issued up and fully paid: 982,870,766 deferred shares of £0.0029 each 5,736,387,510 ordinary shares of £0.0001 each (2015: 982,870,766 deferred shares of £0.0029 each 3,228,091,211 ordinary shares of £0.0001 each) 2016 £'000 2015 £'000 2,850 573 2,850 322 3,423 3,172 Movement in share capital Ordinary shares of £0.0001 Number £’000 Number £’000 2016 2015 At 1 July 3,228,091,211 3,172 1,703,669,855 3,020 Share issue in lieu of expenses 356,898,014 36 94,641,608 Share issued for cash 2,075,000,000 207 844,444,444 Shares issued for acquisition (refer Note 21) Shares issued to extinguish debt (refer Note 21) Exercise of warrants 76,398,285 8 418,750,000 - - - - 166,129,526 455,778 9 84 42 17 - At 30 June 5,736,387,510 3,423 3,228,091,211 3,172 35 THOR MINING PLC Notes to the Accounts 15. Issued share capital (cont) 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 2016: Number 26,763,9871 87,500,0004 437,500,0005 336,000,0002 864,000,0003 Grant Date 22 Sep 2014 22 Jun 2015 27 Jul 2015 1 Jun 2016 24 Jun 2016 Expiry Date Exercise Price 22 Sep 2016 28 Jul 2016 28 Jul 2016 1 Dec 2018 1 Dec 2018 GBP£0.001 GBP£0.00075 GBP£0.00075 GBP£0.0005 GBP£0.0005 1,751,763,987 total outstanding Share options (termed warrants in the UK) carry no rights to dividends and no voting rights. 1 issued to sophisticated investors as part of a capital raising in September 2014. 2 issued to sophisticated investors as part of a capital raising in June 2016. 3 issued to sophisticated investors as part of a capital raising in June 2016, following shareholder approval. 4 issued to sophisticated investors as part of a capital raising in June 2015. 5 issued to sophisticated investors as part of a capital raising in July 2015, following shareholder approval. 16. Share based payments reserve At 1 July Lapse of 600,000 Employees options @ £0.00803 Lapse of Debt Facility options @ £0.00018 Lapse of 4,000,000 Employees options @ £0.02 Valuation of 26,763,989 warrants @ £0.00035 At 30 June 2016 2015 £’000 £’000 30 (5) (16) - - 9 44 - - (23) 9 30 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 share options remaining in the Share Based Payments Reserve at the year ended 30 June 2016. 36 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 Issued September 2014 0.00% £0.00115 £0.001 40% 3.05% 2yrs A$0.00065 £0.00035 17. Analysis of changes in net cash and cash equivalents Cash at bank and in hand - Group 1 July 2015 Cash flows £’000 43 £’000 128 Non-cash changes £’000 30 June 2016 £’000 (1) 170 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 had 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. During the year ended 30 June 2016, the proceeds from the sale of TM Gold Pty Ltd (holding the Spring Hill tenements) were used to repay the debt facility in February 2016, and the guarantee was discharged. 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. 37 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 Group’s financial assets is as follows: Sterling Australian Dollars 2016 £’000 169 1 170 2015 £’000 4 39 43 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 & other receivables Deposits supporting performance guarantees Financial liabilities: Trade and other payables Non interest bearing liabilities Interest bearing liabilities 2016 2015 Carrying Amount £’000 Fair Value £’000 Carrying Amount £’000 Fair Value £’000 170 874 11 503 96 - 170 874 11 503 96 - 43 44 13 458 233 489 43 44 13 458 233 489 In February 2014, the Company entered into a share subscription agreement and an equity swap agreement, with Lanstead Capital LP (“Lanstead”). These agreements expired in January 2016. During the year ended 30 June 2016, the proceeds from the sale of TM Gold Pty Ltd (refer Note 22) were used to repay the ‘Non interest bearing liabilities’ in February 2016. 38 THOR MINING PLC Notes to the Accounts 19. Financial instruments (continued) The following table sets out the carrying amount, by maturity, of the financial instruments exposed to interest rate risk: Effective Interest Rate % < 1 year Maturing >1 to <2 Years >2 to <5 Years Total £’000 £’000 £’000 £’000 30-June 2016 - Group Financial Assets Fixed rate At call Account – AUD At call Account – STG Financial Liabilities Fixed Rate 0% 0.05% 169 1 170 Interest bearing liabilities - - 30-June 2015 - Group Financial Assets Fixed rate At call Account – AUD At call Account – STG Financial Liabilities Fixed Rate 0% 0.05% 39 4 43 Interest bearing liabilities 7.0% 489 20. Related parties There is no ultimate controlling party. - - - - - - - - - - - - - - - - 169 1 170 - 39 4 43 489 Thor has lent funds to its wholly owned subsidiaries to enable those companies to carry out their operations. At 30 June 2016 the estimated recoupable amount converted to £7,886,000 (refer Note 8(b)). 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 £15,317 (2015 £32,000) was paid to Ronaldsons LLP Solicitors on normal commercial terms. 39 THOR MINING PLC Notes to the Accounts 21. Business Combination In the prior financial year, 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. Purchase consideration of £687,797 consisted of 418,750,000 Ordinary Shares in Thor. 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, in the prior financial year, as a result of the acquisition were 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) Borrowings of A$625,000 were novated to the acquired company, Black Fire Industrial Minerals Pty Ltd, prior to the acquisition by Thor. Prior to 30 June 2015, A$300,000 of these borrowing had been settled through the issue of shares in Thor. The remaining borrowings of A$325,000 (£159,000) at 30 June 2015 were secured over the assets of Black Fire Industrial Minerals Pty Ltd. During the year ended 30 June 2016, these remaining borrowings were repaid in full and the security discharged. Acquisition-related costs of £77,000 are included in Corporate expenses in the Consolidated Statement of Comprehensive Income in the prior year, ending 30 June 2015. 22. Business Disposal TM Gold Pty Ltd (“TM Gold”) was a 100% owned subsidiairy of Thor, with activities in the state of Western Australia (Dundas tenements) and the Northern Territory of Australia (Spring Hill tenements). On the 26 February 2016, the Group completed a share purchase and subscription agreement to dispose of the Spring Hill tenements, through the disposal of 100% of Thor’s shareholding in TM Gold to PC Gold Pty Ltd (“PC Gold”). Prior to completion of the sale, the Dundas tenements were transferred to another 100% owned subsidiary of Thor, Hale Energy Limited at book value. The share purchase and subscription agreement was then enacted, with PC Gold subscribing for new ordinary shares equating to a 60% shareholding of the issued shares in TM Gold for A$2.0m (£1.11m) cash. The Group and PC Gold are legally committed to the transfer of the remaining 40% shareholding held by Thor no later than February 2017, in exchange for the remaining instalment of A$1.5m (£0.832m). As a result, TM Gold is no longer a part of the consolidated group from 26 February 2016. The A$1.5m instalment is included in the Group’s receivables (refer Note 11). The consideration payable to Thor also includes a royalty of: • A$6.00 per ounce of gold produced from the Spring Hill tenements where the gold is sold for up to A$1,500 per ounce; and • A$14 per ounce of gold produced from the Spring Hill tenements where the gold so produced is sold for amounts over A$1,500 per ounce. 40 THOR MINING PLC Notes to the Accounts 22. Business Disposal (continued) Given the inherent uncertainties in determining the likely amount of the potential future royalties, the Directors have elected to not to ascribe a value to the royalty at this point. The Income Statement impact of this transaction for the Consolidated Group is as follows: Deferred exploration asset for Spring Hill at sale completion (1) Sale proceeds received Remaining proceeds receivable (refer Note 11) Nil Profit / (Loss) on disposal £'000 1,942 (1,110) (832) - (1) As at 31 December 2015, the Group had executed an option agreement for the sale of Spring Hill. That agreement provided a third party with the option to acquire the Spring Hill tenements though the acquisition of 100% of TM Gold Pty Ltd for total consideration of A$3.5m and production royalties. Based on this, the Directors revalued the carrying value of the Spring Hill tenement downwards by £719,000 to its realisable value. The Income Statement impact of this transaction for the Company is as follows: Loan balance owing by TM Gold at sale completion Less existing impairment provision against the loan Net loan balance at sale completion Loan repaid from share subscription received Loan offset by remaining proceeds receivable (refer Note 11) Realised loss on financial asset £'000 4,159 (1,675) 2,484 (1,110) (832) 542 23. Post balance sheet events On 26 July 2016, the Company announced the appointment of Mr Gervaise Heddle as a Non-Executive Director to the Board. On 29 July 2016, the Company announced the lapse of 525,000,000 unlisted options with an exercise price of 0.075p per share. On 2 September 2016 the Company announced a planned raising of £350,000 before expenses, through the placing of 1,400,000,000 Ordinary Shares of 0.01p each at a price of 0.025p each (the "Placing"). In addition, certain Thor directors have undertaken, subject to the approval of shareholders, to convert A$150,000 (£83,235) of amounts owed to them into 346,000,000 Ordinary Shares at a price of 0.025p each (the "Debt Conversion"). Under the Placing and Debt Conversion, subscribers for the Ordinary Shares will also be granted one free attaching Warrant for every share subscribed for, to enable them to subscribe for further Ordinary Shares at a price of 0.05p per share, valid for a period of 30 months ("Warrants") from the date of issue. The first tranche of the Placing, being 400,000,000 Ordinary shares and 400,000,000 Warrants were issued on 5 September 2016, utilising the existing authorities conferred by shareholders and available capacity under ASX Listing Rule 7.1. The second tranche of 1,000,000,000 Ordinary shares and 1,000,000,000 Warrants remain subject to shareholder approval. A Shareholders Meeting is scheduled for 6 October 2016. On 2 September 2016, the Company announced the appointment of Mr Paul Johnson as a Non- Executive Director to the Board. Subject to the above matters, there were no material events arising subsequent to 30 June 2016 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. 41 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 9 September 2016) Class of shares and voting rights (a) at meetings of members or classes of members each member entitled to vote may vote in person or by proxy or attorney; and (b) on a show of hands every person present who is a member has one vote, and on a poll every person present in person or by proxy or attorney has one vote for each Ordinary Share held. On-market buy-back There is no current on-market buy-back. Distribution of listed equity securities Category (number of shares/warrants) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Number of Shareholders 716 418 301 1,168 965 3,568 The number of Australian shareholders holding less than a marketable parcel is 2,869. The minimum parcel size is 500,000 shares. 42 THOR MINING PLC Twenty largest shareholders as at 9 September 2016 Name HARGREAVE HALE NOMINEES LIMITED BEAUFORT NOMINEES LIMITED BARCLAYSHARE NOMINEES LIMITED MR MICHAEL BILLING SPREADEX LIMITED HARGREAVES LANSDOWN (NOMINEES) LIMITED TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED 220,234,176 HSDL NOMINEES LIMITED DUNHAM INVESTMENTS PTY LTD JIM NOMINEES LIMITED 219,066,200 200,448,285 189,616,680 HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED <731504> 181,135,981 HARGREAVES LANSDOWN (NOMINEES) LIMITED HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942> PEEL HUNT HOLDINGS LIMITED WINTERFLOOD SECURITIES LIMITED INVESTOR NOMINEES LIMITED MR DAVID & MRS BARBARA THOMAS WEALTH NOMINEES LIMITED SHARE NOMINEES LTD INVESTOR NOMINEES LIMITED TOTAL Number of shares held Percentage of shares held 432,045,000 422,378,289 421,373,651 304,311,378 270,619,145 225,851,682 151,295,601 133,145,789 113,441,633 88,444,516 84,594,551 75,660,470 75,303,028 74,960,456 74,785,203 7.04% 6.88% 6.87% 4.96% 4.41% 3.68% 3.59% 3.57% 3.27% 3.09% 2.95% 2.47% 2.17% 1.85% 1.44% 1.38% 1.23% 1.23% 1.22% 1.22% 3,958,711,714 64.51% Unlisted Option and Warrant holders as at 9 September 2016 Name VSA Capital Placees June 2016 Metal Tiger PLC Expiry Date 22/09/2016 01/12/2018 05/03/2019 Number of Warrants held Percentage of warrants held 26,763,987 1,200,000,000 400,000,000 1.65% 73.76% 24.59% Total unlisted options/warrants 1,626,763,987 100.00% Securities held on Escrow Total shares and CDIs on issue of 6,136,387,510 include 356,898,014 CDI’s held on voluntary escrow until 29 October 2016. 43 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 CDIs. 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/aboutus#governance. 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 G Heddle and Mr D Thomas 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 Whilst the Company does not have a formal nomination committee, it does formally consider Board succession issues and whether the Board has the appropriate balance of skills, knowledge, experience, independence and diversity. . Names and qualifications of audit committee members The full Board performs the functions of the Audit Committee. Messrs Billing, Heddle and Johnson are financially literate. The Board last undertook an evaluation of its performance on 30 July 2015. 44 THOR MINING PLC TENEMENT SCHEDULE At 30 June 2016, the consolidated entity holds an interest in the following Australian tenements: Project Tenement Area kms2 Area ha. Holders Company Interest Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil EL22349 228.10 Molyhil Mining Pty Ltd EL28948 16.50 Molyhil Mining Pty Ltd EL311130 60.23 Molyhil Mining Pty Ltd ML23825 95.92 Molyhil Mining Pty Ltd ML24429 ML25721 AA29732 MLS77 MLS78 MLS79 MLS80 MLS81 MLS82 MLS83 MLS84 MLS85 MLS86 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 Dundas EL63/872 62.40 Hale Energy Limited 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 60% At 30 June 2016, 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 45blocks (611ha or 1,510 acres) Pilot Metals Inc 100% BFM 1 Black Fire Claims BFM1 - BFM109 109blocks (1,481ha or 3,660 acres) BFM Resources Inc 100% BFM 2 Des Scheel East BFM109 - BFM131 22blocks (299ha or 739Acre) BFM Resources Inc 100% 45 

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