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