THOR_AnnualReportCover.indd 119/09/2016 3:53 PMANNUAL REPORT2016/2017 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
Alastair Middleton
(Executive Chairman)
(Non-Executive Director)
(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
2017 ANNUAL REPORT
THOR MINING PLC – CHAIRMAN’S STATEMENT – 2017 ANNUAL REPORT
The year ended June 2017 was a year of significant progress for Thor. During the year we experienced a
strong rebound in key metal markets, particularly tungsten and copper. This resurgence in metal prices
reinforced the view of the Board of Directors that now is the time to be on the front foot. During the year, we
made significant investments in our portfolio of tungsten assets, and we acquired a position in a new strategic
metal market: lithium. Following the year-end, we also agreed to invest in a copper project, broadening and
diversifying our exposure to a range of metals.
Tungsten
The upgrade in 2015 of the Molyhil Feasibility Study, demonstrated a Net Present Value after taxes and
royalties of A$72million. While subsequent softening tungsten prices had a negative impact on that return,
recent strong upward movements in global tungsten prices, along with a series of cost reductions have
restored confidence that returns in this range can be achieved. We have also commenced initiatives to add
additional sources of ore to the project, thereby 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.
Following drilling programs at the Pilot Mountain tungsten project in the United States we have been able to
increase the resource estimate and have improved the potential for significant co-product contribution from
copper, zinc and silver. While we do not at this stage have sufficient information to provide us with a defined
view of the scale and scope of operation we would like to develop at Pilot Mountain, I hope that in the next year
this will be the case.
Copper
While copper has not traditionally been a major focus for Thor, during the year we identified an opportunity in
the copper sector that we believe is compelling for our shareholders. This new project, based in South
Australia, potentially provides Thor with a relatively near term path to low cost copper production.
On 1 August 2017, the Company announced an investment in a newly incorporated private Australian
company, Environmental Copper Recovery SA Pty Ltd. (“ECR”), which has the right to earn an interest in the
portion of the Kapunda Copper deposit in South Australia that is recoverable via in-situ recovery. We are now
assessing the technical and commercial feasibility of producing copper using insitu recovery methods from the
historic and established deposit.
Lithium
In June 2017, the Company announced the acquisition of a 25% interest in US Lithium Pty Ltd (“USL”)
which holds Lithium projects in Arizona and New Mexico. In addition, Thor holds an option to acquire the
remaining 75% of USL, subject to satisfactory completion of project due diligence, which is ongoing.
Gold
In February 2017, Thor completed the A$3.5 million sale of the Spring Hill gold project with the receipt of the
final A$1.5 million for the residual 40% interest. A royalty agreement is in place for all future gold production
from this project and a small payment against this was received subsequent to the year end. The new project
owners are moving towards regulatory and other approvals and hope to commence commercial operations
during 2018.
1
THOR MINING PLC
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, directors Trevor Ireland and Mick Ashton retired from the board of directors. I would like to
thank both Trevor and Mick for their support during a very challenging period for most junior resource
companies.
The board was strengthened with the inclusion of Paul Johnson, Alastair Middleton and Gervaise Heddle. The
different perspectives and experiences of thse new directors has proven to be very valuable over the past 12
months.
The Directors and I gratefully acknowledge the efforts of our very small team including contractors and
consultants, who have assisted us during the past year, and continue to assist, as the Company adds value to
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 have been
developing a focus on projects which have the potential for near term production at modest cost, and we
believe that this strategy, in commodities which are experiencing strong demand growth, can deliver strong
returns to our investors.
The improvement in tungsten prices supports our confidence that we can secure finance for the Molyhil
tungsten project, while the Pilot Mountain tungsten project resource continues to grow towards what we
believe will be a globally significant tungsten and multi commodity deposit.
Our recent investment in the Kapunda copper project also has added another near term production
opportunity in a very robust market with a strong growth forecast.
Mick Billing
Chairman and Chief Executive Officer
29 September 2017
2
Molyhil Tungsten Project – Northern Territory
REVIEW OF OPERATIONS AND STRATEGIC REPORT
The 100% owned Molyhil tungsten project is located 220 kilometres north-east of Alice Springs (320km by
road) within the prospective polymetallic province of the Proterozoic Eastern Arunta Block in the Northern
Territory.
Thor Mining PLC acquired this project in 2004 as an advanced exploration opportunity. Since then the project
has been taken to the level where, it is substantially permitted for development, and by global standards, it is
recognised as one of the higher grade open pittable tungsten projects, with low capital and operating costs per
unit of tungsten production. We have demonstrated the production of tungsten concentrates to a quality
acceptable to the market, and hold a Memorandum of Understanding in respect of concentrate sales with a
major international downstream processor.
Highlights 2016/17
A strong rebound in global tungsten prices
reflecting increased demand and also supply
constraints provides impetus for tungsten
development projects.
Capital and operating costs at Molyhil are at the
lower end of the range of costs for many of the
proposed tungsten developments
Capital and operating cost savings have been
identified since 2015, and additional savings are
being investigated
Feasibility Highlights
(Study published 12 January 2015 & economics
updated 28th September 2015)
NPV
Capex
Opex
US$52m
US$48m
US$112/mtu
Current Price
US$310/mtu
Figure 1: Molyhil Location Map
Figure 2: A comparison of unit operating costs for Molyhil with other proposed tungsten developments.
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 late in 2014, is located approximately 200 kilometres south
of the city of Reno and 20 kilometres east of the town of Mina located on US Highway 95.
The Pilot Mountain Project is comprised of four tungsten deposits: Desert Scheelite, Gunmetal, Garnet and
Good Hope. All are in close proximity (~3 kilometres) of each other and have been subjected to small-scale
mining activities at various times during the 20th century.
Thor Mining PLC acquired this project as an advanced exploration opportunity. It has resource estimates for
both Desert Scheelite and Garnet and significant mineralisation has been intersected in 2017 at the Good Hope
deposit. Sufficient metallurgical testwork has been conducted to demonstrate that a saleable concentrate can
be produced.
Highlights 2016/17
During the year drilling at Desert Scheelite and Garnet
resulted in an upgraded resource estimate for Desert
Scheelite, and a maiden resource estimate at Garnet.
Subsequent to the end of the year, a second drilling
program intersected significant mineralisation at Good
Hope and extended the Desert Scheelte known
mineralisation at depth, along with identifying a
potential additional parallel zone of mineralisation. At
the time of writing laboratory assays from this latest
drill program are yet to be received.
Figure 4: Pilot Mountain Location Map
4
THOR MINING PLC 5 Metal Prices At the time of writing this report, the selling price in Europe of Tungsten APT is US$312/mtu, an increase of 64% since the 2016 Annual Report, while the price of Molybdenum Roasted Concentrates is US$8.90/lb, up 25% since 2016 (Figure 5). The price of tungsten in particular has improved strongly during the year, reflecting a firming in demand, and supply constraints, as some Chinese production has been curtailed for environmental reasons, and supplies of scrap for recycling have run down. Figure 5: Tungsten & Molybdenum price movements (Argus Metals) Copper Projects Subsequent to the end of the year, On 1st August 2017 Thor announced an investment in a newly incorporated private Australian company, Environmental Copper Recovery SA Pty Ltd. (“ECR”), initially via convertible loan notes of up to A$1.8 million, which will be used to fund field test work and feasibility activities at Kapunda over the next 3 years. In turn ECR has entered into an agreement to earn, in two stages, up to 75% of the rights over metals which may be recovered via in-situ recovery (“ISR”) contained in the Kapunda deposit from Australian listed company, Terramin Australia Limited (“Terramin” ASX: “TZN”). The copper mineralisation at Kapunda is well known, as is the presence of leached copper from the deposit into the mine groundwater, thus providing the opportunity to develop plans for a staged approach to assess the potential to produce copper commercially via in-situ recovery technology. We are additionally fortunate that there is no requirement for exploration drilling in the hope of finding economic mineralisation – that work has been done, and the mineralisation is well known. THOR MINING PLC
(cid:3)
(cid:3)
Figure 6. Kapunda Location Map
Figure 7. Schematic of Insitu Recovery process
(cid:3)
In a staged approach to determining feasibility, the first steps are scheduled to comprise:
Finalisation and publication of a JORC compliant resource estimate
Stakeholder and regulatory approvals for subsequent “onsite” activities
Testing of water from local boreholes for content of copper and other minerals “naturally
leached”
Bench scale testing of historical core samples to establish
o Potential flow rates of the mineralised zones
o Verification of copper and potentially other metal recovery using a variety of “lixiviants”
Make applications to secure agreements for cooperative research and other Australian
government funding, where possible, to bring in additional financial support and 3rd party
technical expertise without dilution of project interest.
Assuming initial success from these stages in the next year, Thor and ECR will then move to field pump
testwork and commercial field recovery trials prior to DFS and regulatory approval activities.
(cid:38)(cid:349)(cid:336)(cid:437)(cid:396)(cid:286)(cid:3)(cid:1008)(cid:855)(cid:3)(cid:75)(cid:367)(cid:282)(cid:3)(cid:60)(cid:258)(cid:393)(cid:437)(cid:374)(cid:282)(cid:258)(cid:3)(cid:68)(cid:349)(cid:374)(cid:286)(cid:3)(cid:4)(cid:396)(cid:286)(cid:258)(cid:3)(cid:272)(cid:396)(cid:381)(cid:400)(cid:400)(cid:3)(cid:400)(cid:286)(cid:272)(cid:410)(cid:349)(cid:381)(cid:374)(cid:3)(cid:1012)(cid:1007)(cid:1004)(cid:1004)(cid:69) “Copper Range Limited Progress Report 14 December 2007”(cid:3)
(cid:3)
6
THOR MINING PLC
Lithium Project
In June 2017, the Company announced the acquisition of a 25% interest in US Lithium Pty Ltd (“USL”). In
addition, Thor holds an option to acquire the remaining 75% of USL, subject to satisfactory completion of
project due diligence.
Should the Company exercise the option, Thor will acquire the remaining 75% of USL through the issue of
52,777,777 ordinary shares of 0.01p each in the capital of Thor (“Ordinary Shares”) at a deemed price of
0.90p per Ordinary Share (for a total deemed share consideration value of £475,000).
USL is an Australian private limited company which has a 100% owned subsidiary company, registered in
the United States of America ("USA"), that holds 100% of four exploration properties; three in the State of
Arizona and one in the State of New Mexico. USL’s primary asset is the Big Sandy project, which comprises
112 Federal claims each of approximately 20 acres in size. A 2017 exploration program was concluded with
231 hand dug channel samples, with some promising lithium grades discovered, averaging 786 ppm lithium
with a range of 19 ppm to 2,930 ppm lithium.
Subsequent to the end of the period, Thor representatives visited each of the Arizona project sites and
collected independent samples, in particular from the Big Sandy project. Assay testing of samples collected
is now underway along with mineralogy testwork and Thor has now agreed with the remaining USL
shareholders that the due diligence option period will now not expire until the receipt and review of these
findings. Discussions were also held with the US Bureau of Land Management (“BLM”) who are responsible
for title and permitting issues.
Thor and USL have further agreed to apply for additional mineral claims, adjacent and close to the existing
Big Sandy claims where both parties agree significant potential exists to expand the potential deposit.
Gold projects
Dundas Gold Project – Western Australia
At the Dundas Gold Project (in which Thor holds a 60% interest) a drilling program in 2017 did not intersect
any mineralisation of significance and the Company has elected to withdraw from the project.
Spring Hill Gold Project – Northern Territory
In February 2017, Thor completed the sale of the Spring Hill gold project and received the final A$1.5 million
sale proceeds for the residual 40% interest. A royalty agreement is in place for all future gold production from
this project and a small payment against this was received subsequent to the year-end. The new project
owners are moving towards regulatory and other approvals and hope to commence commercial operations
during 2018.
The Thor royalty entitlement at Spring Hill comprises:
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.
Competent Person’s Report(cid:3)
(cid:100)(cid:346)(cid:286)(cid:3)(cid:349)(cid:374)(cid:296)(cid:381)(cid:396)(cid:373)(cid:258)(cid:410)(cid:349)(cid:381)(cid:374)(cid:3)(cid:349)(cid:374)(cid:3)(cid:410)(cid:346)(cid:349)(cid:400)(cid:3)(cid:396)(cid:286)(cid:393)(cid:381)(cid:396)(cid:410)(cid:3)(cid:410)(cid:346)(cid:258)(cid:410)(cid:3)(cid:396)(cid:286)(cid:367)(cid:258)(cid:410)(cid:286)(cid:400)(cid:3)(cid:410)(cid:381)(cid:3)(cid:286)(cid:454)(cid:393)(cid:367)(cid:381)(cid:396)(cid:258)(cid:410)(cid:349)(cid:381)(cid:374)(cid:3)(cid:396)(cid:286)(cid:400)(cid:437)(cid:367)(cid:410)(cid:400)(cid:853)(cid:3)(cid:258)(cid:374)(cid:282)(cid:3)(cid:286)(cid:454)(cid:393)(cid:367)(cid:381)(cid:396)(cid:258)(cid:410)(cid:349)(cid:381)(cid:374)(cid:3)(cid:410)(cid:258)(cid:396)(cid:336)(cid:286)(cid:410)(cid:400)(cid:853)(cid:3)(cid:349)(cid:400)(cid:3)(cid:271)(cid:258)(cid:400)(cid:286)(cid:282)(cid:3)(cid:381)(cid:374)(cid:3)(cid:349)(cid:374)(cid:296)(cid:381)(cid:396)(cid:373)(cid:258)(cid:410)(cid:349)(cid:381)(cid:374)(cid:3)
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(cid:286)(cid:373)(cid:393)(cid:367)(cid:381)(cid:455)(cid:286)(cid:286)(cid:3)(cid:381)(cid:296)(cid:3)(cid:100)(cid:346)(cid:381)(cid:396)(cid:3)(cid:68)(cid:349)(cid:374)(cid:349)(cid:374)(cid:336)(cid:3)(cid:87)(cid:62)(cid:18)(cid:856)(cid:3)(cid:3)(cid:44)(cid:286)(cid:3)(cid:346)(cid:258)(cid:400)(cid:3)(cid:400)(cid:437)(cid:296)(cid:296)(cid:349)(cid:272)(cid:349)(cid:286)(cid:374)(cid:410)(cid:3)(cid:286)(cid:454)(cid:393)(cid:286)(cid:396)(cid:349)(cid:286)(cid:374)(cid:272)(cid:286)(cid:3)(cid:449)(cid:346)(cid:349)(cid:272)(cid:346)(cid:3)(cid:349)(cid:400)(cid:3)(cid:396)(cid:286)(cid:367)(cid:286)(cid:448)(cid:258)(cid:374)(cid:410)(cid:3)(cid:410)(cid:381)(cid:3)(cid:410)(cid:346)(cid:286)(cid:3)(cid:400)(cid:410)(cid:455)(cid:367)(cid:286)(cid:3)(cid:381)(cid:296)(cid:3)(cid:373)(cid:349)(cid:374)(cid:286)(cid:396)(cid:258)(cid:367)(cid:349)(cid:400)(cid:258)(cid:410)(cid:349)(cid:381)(cid:374)(cid:3)(cid:258)(cid:374)(cid:282)(cid:3)(cid:410)(cid:455)(cid:393)(cid:286)(cid:3)(cid:381)(cid:296)(cid:3)
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the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. (cid:3)
(cid:90)(cid:349)(cid:272)(cid:346)(cid:258)(cid:396)(cid:282)(cid:3)(cid:17)(cid:396)(cid:258)(cid:282)(cid:286)(cid:455)(cid:3)(cid:272)(cid:381)(cid:374)(cid:400)(cid:286)(cid:374)(cid:410)(cid:400)(cid:3)(cid:410)(cid:381)(cid:3)(cid:410)(cid:346)(cid:286)(cid:3)(cid:349)(cid:374)(cid:272)(cid:367)(cid:437)(cid:400)(cid:349)(cid:381)(cid:374)(cid:3)(cid:349)(cid:374)(cid:3)(cid:410)(cid:346)(cid:286)(cid:3)(cid:396)(cid:286)(cid:393)(cid:381)(cid:396)(cid:410)(cid:3)(cid:381)(cid:296)(cid:3)(cid:410)(cid:346)(cid:286)(cid:3)(cid:373)(cid:258)(cid:410)(cid:410)(cid:286)(cid:396)(cid:400)(cid:3)(cid:271)(cid:258)(cid:400)(cid:286)(cid:282)(cid:3)(cid:381)(cid:374)(cid:3)(cid:346)(cid:349)(cid:400)(cid:3)(cid:349)(cid:374)(cid:296)(cid:381)(cid:396)(cid:373)(cid:258)(cid:410)(cid:349)(cid:381)(cid:374)(cid:3)(cid:349)(cid:374)(cid:3)(cid:410)(cid:346)(cid:286)(cid:3)(cid:296)(cid:381)(cid:396)(cid:373)(cid:3)(cid:258)(cid:374)(cid:282)(cid:3)(cid:272)(cid:381)(cid:374)(cid:410)(cid:286)(cid:454)(cid:410)(cid:3)(cid:349)(cid:374)(cid:3)
(cid:449)(cid:346)(cid:349)(cid:272)(cid:346)(cid:3)(cid:349)(cid:410)(cid:3)(cid:258)(cid:393)(cid:393)(cid:286)(cid:258)(cid:396)(cid:400)(cid:856)
7
THOR MINING PLC
Tungsten, Molybdenum, Copper, and Silver
Mineral Resource Estimates
Molyhil Mineral Summary 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 resource.
Mineral Resource reported at 0.1% combined Mo + WO3 Cut-off and above 200mRL only.
Minor rounding errors may occur in compiled totals.
Pilot Mountain Resource Summary 2017 (Reported on 21 May 2017)
(cid:3)
(cid:3)
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(cid:336)(cid:876)(cid:410)(cid:3)
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(cid:39)(cid:396)(cid:258)(cid:282)(cid:286)(cid:3)
(cid:1081)(cid:3)
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(cid:282)(cid:3)(cid:373)(cid:286)(cid:410)(cid:258)(cid:367)(cid:3)
(cid:894)(cid:410)(cid:895)(cid:3)
(cid:39)(cid:258)(cid:396)(cid:374)(cid:286)(cid:410)(cid:3)
(cid:3)
(cid:3)
(cid:24)(cid:286)(cid:400)(cid:286)(cid:396)(cid:410)(cid:3)
(cid:94)(cid:272)(cid:346)(cid:286)(cid:286)(cid:367)(cid:349)(cid:410)(cid:286)(cid:3)
(cid:47)(cid:374)(cid:282)(cid:349)(cid:272)(cid:258)(cid:410)(cid:286)(cid:282)(cid:3)
(cid:47)(cid:374)(cid:296)(cid:286)(cid:396)(cid:396)(cid:286)(cid:282)(cid:3)
(cid:94)(cid:437)(cid:271)(cid:3)(cid:100)(cid:381)(cid:410)(cid:258)(cid:367)(cid:3)
(cid:3)
(cid:1005)(cid:856)(cid:1012)(cid:1007)(cid:3)
(cid:1005)(cid:856)(cid:1012)(cid:1007)(cid:3)
(cid:882)(cid:3)
(cid:1004)(cid:856)(cid:1007)(cid:1010)(cid:3)
(cid:1004)(cid:856)(cid:1007)(cid:1010)(cid:3)
(cid:882)(cid:3)
(cid:1010)(cid:853)(cid:1009)(cid:1013)(cid:1004)(cid:3)
(cid:1010)(cid:853)(cid:1009)(cid:1013)(cid:1004)(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:47)(cid:374)(cid:282)(cid:349)(cid:272)(cid:258)(cid:410)(cid:286)(cid:282)(cid:3)
(cid:1012)(cid:856)(cid:1008)(cid:1005)(cid:3)
(cid:1004)(cid:856)(cid:1006)(cid:1011)(cid:3) (cid:1006)(cid:1006)(cid:853)(cid:1011)(cid:1004)(cid:1004)(cid:3)
(cid:1006)(cid:1005)(cid:856)(cid:1007)(cid:3)
(cid:1005)(cid:1011)(cid:1013)(cid:3)
(cid:1004)(cid:856)(cid:1005)(cid:1008)(cid:3)
(cid:1005)(cid:1005)(cid:853)(cid:1012)(cid:1004)(cid:1004)(cid:3)
(cid:47)(cid:374)(cid:296)(cid:286)(cid:396)(cid:396)(cid:286)(cid:282)(cid:3)
(cid:94)(cid:437)(cid:271)(cid:3)(cid:100)(cid:381)(cid:410)(cid:258)(cid:367)(cid:3)
(cid:47)(cid:374)(cid:282)(cid:349)(cid:272)(cid:258)(cid:410)(cid:286)(cid:282)(cid:3)
(cid:47)(cid:374)(cid:296)(cid:286)(cid:396)(cid:396)(cid:286)(cid:282)(cid:3)
(cid:3)
(cid:3)
(cid:94)(cid:437)(cid:373)(cid:373)(cid:258)(cid:396)(cid:455)(cid:3)
(cid:3)
(cid:87)(cid:349)(cid:367)(cid:381)(cid:410)(cid:3)(cid:68)(cid:381)(cid:437)(cid:374)(cid:410)(cid:258)(cid:349)(cid:374)(cid:3)
(cid:100)(cid:381)(cid:410)(cid:258)(cid:367)(cid:3)
Notes
(cid:1005)(cid:856)(cid:1008)(cid:1013)(cid:3)
(cid:1013)(cid:856)(cid:1013)(cid:1004)(cid:3)
(cid:1012)(cid:856)(cid:1008)(cid:1005)(cid:3)
(cid:1007)(cid:856)(cid:1007)(cid:1006)(cid:3)
(cid:1004)(cid:856)(cid:1006)(cid:1007)(cid:3)
(cid:1007)(cid:853)(cid:1008)(cid:1007)(cid:1004)(cid:3)
(cid:1004)(cid:856)(cid:1006)(cid:1010)(cid:3) (cid:1006)(cid:1010)(cid:853)(cid:1005)(cid:1007)(cid:1004)(cid:3)
(cid:1004)(cid:856)(cid:1006)(cid:1011)(cid:3) (cid:1006)(cid:1006)(cid:853)(cid:1011)(cid:1004)(cid:1004)(cid:3)
(cid:1004)(cid:856)(cid:1007)(cid:1004)(cid:3) (cid:1005)(cid:1004)(cid:853)(cid:1004)(cid:1006)(cid:1004)(cid:3)
(cid:1013)(cid:856)(cid:1004)(cid:1011)(cid:3)
(cid:1005)(cid:1013)(cid:856)(cid:1007)(cid:1013)(cid:3)
(cid:3)
(cid:3)
(cid:1005)(cid:1007)(cid:3)
(cid:1005)(cid:1013)(cid:1006)(cid:3)
(cid:3)
(cid:3)
(cid:1004)(cid:856)(cid:1005)(cid:1011)(cid:3)
(cid:1004)(cid:856)(cid:1005)(cid:1008)(cid:3)
(cid:3)
(cid:3)
(cid:1006)(cid:853)(cid:1009)(cid:1004)(cid:1004)(cid:3)
(cid:1005)(cid:1008)(cid:853)(cid:1007)(cid:1004)(cid:1004)(cid:3)
(cid:3)
(cid:3)
(cid:1005)(cid:1005)(cid:856)(cid:1011)(cid:1007)(cid:3)
(cid:1004)(cid:856)(cid:1006)(cid:1012)(cid:3) (cid:1007)(cid:1006)(cid:853)(cid:1011)(cid:1006)(cid:1004)(cid:3)
(cid:3)
(cid:3)
(cid:3)
(cid:3)
Thor Mining PLC holds 100% equity interest in this resource.
Mineral Resource reported at 0.1% WO3 Cut-off
Minor rounding errors may occur in compiled totals.
8
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 2017.
Review of Operations
The net result of operations for the year was a loss of £1,253,000 (2016 loss: £1,745,000).
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 25
July 2016)
Gervaise Heddle is Chief Executive Officer of Greatland Gold PLC and a Non-Executive Director of
MetalNRG PLC. Previously, 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 former 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.
Alastair Middleton – Non-Executive Director (appointed 31 March 2017)
Alastair Middleton is a mining industry executive with more than 27 years of international
experience, in both underground and open pit operations. He is a qualified geologist and has a
Master of Science Degree in Mineral Exploration from the Royal School of Mines, Imperial College.
Alastair worked for four years as a Mining Geologist with Goldfields of South Africa in the early
1990s before joining Datamine International (UK) where he worked for 14 years as Mining
Consultant. In 2008 he joined Standard Bank as a Technical Advisor where he had overall
responsibility of technical approvals and “signing off” mining finance deals. Alastair worked on
number of deal transactions involving debt finance, corporate finance, off-takes, equipment
finance, M&A, advisory and business recoveries. Alastair is a Director of Metal Tiger Plc, a company
quoted on the AIM market Alastair.
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.
9
THOR MINING PLC
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.
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.
Ray Ridge - BA(Acc), CA, GIA(cert) - Chief Financial Officer/Company Secretary
Mr Ridge is a chartered accountant with over 25 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 NEX. 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
and other mineral deposits. The primary tungsten assets comprise the Molyhil Tungsten-
Molybdenum Project (“Molyhil”) and the Pilot Mountain tungsten project in the US state of Nevada.
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 the A$1.5 million final instalment of the sale
proceeds received in February 2017.
A detailed review of the Group’s activities is set out in the Review of Operations & Strategic Report.
10
THOR MINING PLC
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 £1,253,000 (2016 loss: £1,745,000). 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 22 to the financial
statements.
Substantial Shareholdings
At 22 September 2017, 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
Mr Michael Billing
Mr Paul Johnson
Directors & Officers Shareholdings
Ordinary
shares
34,400,000
28,265,242
16,502,649
%
8.11
6.66
3.89
The Directors and Officers who served during the period and their interests in the share capital of
the Company at 30 June 2017 or their date of resignation if prior to 30 June 2017, were follows:
Ordinary Shares/CDIs
Unlisted Options
30 June 2017
30 June 2016 30 June 2017 30 June 2016
Michael Billing
David Thomas
Gervaise Heddle
(appointed 25/7/16)
Paul Johnson
(appointed 2/9/16)
Alastair Middleton
(appointed 31/3/17)
Michael Ashton
(resigned 2/9/16)
Trevor Ireland
(resigned 2/9/16)
25,265,242
12,172,455
12,765,040
3,026,418
6,306,800
9,160,970
4,637,958
11,002,649
-
5,339,020
5,339,020
3,114,795
3,114,795
-
-
-
8,000,000
13,200,000
-
-
-
-
-
-
-
-
-
-
On 1 December 2016, immediately following the capital reorganisation, the Ordinary Shares were
consolidated on the basis of 1 new Ordinary Share for every 25 Ordinary Shares held, the opening
30 June 2016 comparatives have been restated to reflect this consolidation.
The number of options held at 30 June 2017 does not include 3,000,000 options to each of the five
Directors that had been announced on 31 March 2017 and were subject to shareholder apprioval.
These options were subsequently approved on 27 July 2017, and granted on 28 July 2017.
11
THOR MINING PLC
Directors’ Remuneration
The remuneration arrangements in place for directors and other key management personnel of
Thor Mining PLC, are outlined below.
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).
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.
2017
Salary
and
Fees
Post
Employment
Superannuation
Short-
term
employee
benefits
Salary &
Fees
Total
Fees for
Services
rendered
£’000
£’000
£’000
£’000
Directors 1, 2
Michael Billing
David Thomas
Paul Johnson5
Gervaise Heddle6
Alastair Middleton4
Michael Ashton3
Trevor Ireland3
Key Personnel:
Ray Ridge1
Richard Bradey
2017 Total
132
47
-
22
6
6
9
43
114
379
-
-
-
-
-
-
-
11
11
132
47
-
22
6
6
9
43
125
390
Options
(based
upon
Black-
Scholes
formula)
Total
Benefit
£’000
£’000
Options
Granted
during
the year
No.
millions
7.0
19
151
132
47
7.0
19
- 13.0
27
22
7.0
19
6
6
9
3.0
13
4.0
5
4.0
5
66
27
41
19
11
14
43
125
-
1.5
-
4
390
46.5
111
43
129
501
1 As at 30 June 2017 amounts of £126,770, £47,034, £5,913, £5,913, £6,466, remained unpaid to Messrs
Billing, Thomas, Heddle, Middleton and Ridge respectively.
2 Each of the Directors received their Directors fees as shares in lieu of cash payment for the quarter ending 30
September 2016 (being £5,913 for each of Messrs Billing, Thomas, Ashton, and £3,942 for Mr Heddle). [In
addition, M Billing elected to receive £32,522 as shares in lieu of cash payments for consulting fees as
Executive Chairman that were outstanding from the prior years, and Mr Thomas received £14,783 as shares in
lieu of cash payments for consulting fees outstanding from the prior years.]
3 Resigned on 2 September 2016.
4 Appointed 31 March 2017.
5 Appointed 2 September 2016.
6 Appointed 25 July 2016.
12
THOR MINING PLC
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
-
-
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:
2017
Michael Billing
David Thomas
Paul Johnson (appointed 2 September 2016)
Gervaise Heddle (appointed 25 July 2016)
Alastair Middleton (appointed 31 March 2017)
Michael Ashton (resigned 2 September 2016)
Trevor Ireland (resigned 2 September 2016)
Corporate Governance
Meetings held
whilst in Office Meetings attended
10
10
8
10
3
2
2
10
9
7
10
3
2
-
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 FOR for
Companies (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.
13
THOR MINING PLC
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:
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 gender, 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.
14
THOR MINING PLC
Statement of disclosure of information to auditors
As at the date of this report the serving Directors confirm that:
So far as each Director is aware, there is no relevant audit information of which the
Company’s auditors are unaware, and
they have taken all the steps that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to establish that the Company’s
auditor is aware of that information.
Going Concern
The Directors note the substantial losses that the Group has made for the Year Ended 30 June
2017. The Directors have prepared cash flow forecasts for the period ending 30 September 2018
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 AIM 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 29 September 2017.
Michael Billing
Executive Chairman
Ray Ridge
Chief Financial Officer
15
Auditors report
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THOR MINING PLC
OPINION
We have audited the financial statements of Thor Mining Plc (the ‘Parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 30 June 2017 which comprise the consolidated and
company statements of comprehensive income, the consolidated and company statements of
financial position, the consolidated and company’s statements of changes in equity, the
consolidated and company’s statements of cash flows and notes to the financial statements,
including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the group and parent
company financial statements is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 30 June 2017 and of the Group’s and Parent Company’s losses for the year
then ended;
• the Group and Parent Company financial statements have been properly prepared in accordance
with IFRSs as adopted by the European Union;
• the Parent Company financial statements have been properly prepared in accordance with IFRS
as adopted by the European Union and as applied in accordance with the provisions of the
Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
SEPARATE OPINION IN RELATION TO IFRSS AS ISSUED BY THE IASB
As explained in note 1 to the Group financial statements, the Group in addition applying IFRSs as
adopted by the European Union, has also applied IFRSs as issued by the International Accounting
Standards Board (IASB). Our opinion is extended to this financial framework.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent
of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial statements, which indicates that the Group incurred a
net loss of £1,253,000 during the year ended 30 June, 2017 and, as of that date, the Group’s
current liabilities exceeded its current assets by £84,000. As stated in Note 1, these events or
conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty
exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
16
THOR MINING PLC
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial report of the current period. These matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. In addition to the matter described in the
Material Uncertainty Related to Going Concern section, we have determined the matters described
below to be the key audit matters to be communicated in our report.
CARRYING VALUE OF INTANGIBLE EXPLORATION AND EVALUATION ASSETS
The Group’s intangible exploration and evaluation assets (‘E&E assets’) represent the most
significant asset on its statement of financial position totalling £9.9m as at 30 June 2017.
Management and the Board are required to ensure that only costs which meet the IFRS criteria of
an asset and accord with the Group’s accounting policy are capitalised within the E&E asset. In
addition in accordance with the requirements of IFRS 6 ‘Exploration for and Evaluation of Mineral
Resources’ (‘IFRS 6’) Management and the Board are required to assess whether there is any
indication whether there are any indicators of impairment of the E&E assets.
Given the significance of the E&E assets on the Group’s statement of financial position and the
significant management judgement involved in the determination of the capitalisation of costs and
the assessment of the carrying values of the E&E asset there is an increased risk of material
misstatement.
How the Matter was addressed in the Audit
The procedures included, but were not limited to, assessing and evaluating management's
assessment of whether any impairment indicators in accordance with IFRS 6 have been identified
across the Group’s exploration projects, the indicators being:
• Expiring, or imminently expiring, rights to tenure
• A lack of budgeted or planned exploration and evaluation spend on the areas of interest
• Discontinuation of, or a plan to discontinue, exploration activities in the areas of interest
• Sufficient data exists to suggest carrying value of exploration and evaluation assets is unlikely be
recovered in full through successful development or sale.
• Stress tests of the Development Feasibility Study model, particularly commodity pricing.
In addition, we obtained the expenditure budget for the 2018 year and assessed that there is
reasonable forecasted expenditure to confirm continued exploration spend into the projects
indicating that Management are committed to the projects. We also reviewed AIM & ASX
announcements and Board meeting minutes for the year and subsequent to year end for
exploration activity to identify any indicators of impairment.
We also assessed the disclosures included in the financial statements.
OTHER INFORMATION
The Directors are responsible for the other information. The other information comprises the
information included in the annual report, other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If we
inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the
17
identify such material
THOR MINING PLC
financial statements or a material misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in
the Strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for
our audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and
returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and
the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to
the Company’s members those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
18
THOR MINING PLC
Statements of Comprehensive Income for the year ended 30 June 2017
Note
Consolidated
£'000
2016
£'000
2017
Company
£'000
2016
£'000
2017
Administrative expenses
Corporate expenses
Share based payments expense
Realised gain/(loss) on financial assets
Realised loss on swap facilities
Net impairment of subsidiary loans
Write off/Impairment of exploration assets
Operating Loss
Interest paid
Sundry Income
Loss before Taxation
Taxation
Loss for the period
Other comprehensive income:
Exchange differences on translating foreign
operations
Other comprehensive income for the period, net
of income tax
Total comprehensive income for the period
(86)
(641)
(115)
70
-
-
(489)
(1,261)
-
8
(1,253)
-
(1,253)
7
3
5
(71)
(596)
-
-
(2)
(1,029)
(1,698)
(47)
-
(1,745)
-
(1,745)
(138)
(265)
(115)
70
-
- (278)
-
(726)
-
8
(718)
-
(718)
(143)
(204)
-
(542)
(2)
576
-
(315)
-
-
(315)
-
(315)
512
1,225
-
-
512
(741)
1,225
(520)
-
(718)
-
(315)
Basic loss per share
6
(0.40)p
(1.01)p
The accompanying notes form an integral part of these financial statements.
20
THOR MINING PLC
Statements of Financial Position at 30 June 2017
Co No: 05276414
Note
Consolidated
Company
£'000
2017
£'000
2016
£'000
2017
£'000
2016
ASSETS
Non-current assets
Intangible assets - deferred exploration costs
Investments in subsidiaries
Loans to subsidiaries
Equity accounted investment
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
Employee Annual Leave Provision
Non interest bearing liabilities
Interest bearing liabilities
Total current liabilities
Non Current Liabilities
Non interest bearing liabilities
Total non-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
8
9
10
11
12
14
13
13
15
16
9,867
-
-
87
21
29
10,004
405
29
434
10,438
9,228
-
-
-
11
4
9,243
170
894
1,064
10,307
-
688
8,726
87
-
-
9,501
379
20
399
9,900
(459)
(20)
(30)
(9)
(518)
(503)
(118)
(16) -
(96) -
-
(118)
-
(615)
-
688
7,886
-
-
-
8,574
170
893
1,063
9,637
(96)
-
-
-
(96)
(10)
(10)
- -
- -
-
-
(528)
(615)
(118)
(96)
9,910
9,692
9,782
9,541
3,423
16,022
3,648
16,641
2,655
405
115
3,423
16,022
-
405
9
(13,554) (12,310) (11,027) (10,318)
3,648
16,641
2,143 -
405
115
405
9
Total shareholders equity
9,910
9,692
9,782
9,541
The accompanying notes form part of these financial statements. These Financial Statements were approved
by the Board of Directors on 29 September 2017 and were signed on its behalf by:
Michael Billing
Executive Chairman
Ray Ridge
Chief Financial Officer
21
THOR MINING PLC
Statements of Cash Flows for the year ended 30 June 2017
Consolidated
Company
Note
£'000
£'000
£'000
£'000
2017
2016
2017
2016
Cash flows from operating activities
Operating Loss
(1,261)
(1,698)
(726)
(315)
Decrease/(increase) in trade and other receivables
Increase/(decrease) in trade and other payables
Increase in provisions
Depreciation
5
(23)
4
4
24
89
-
13
Exploration expenditure written off
489
1,029
Impairment subsidiary loans
Share based payment expense
-
115
Realised gain/(loss) on disposal proceeds receivable (68)
Springhill Sale Commission
Tenement bond written off
Realised gain on swap facility
46
8
-
-
151
-
-
-
2
11
(57)
-
-
-
278
115
(68)
46
-
-
(9)
13
-
-
-
(576)
-
542
-
-
2
Net cash outflow from operating activities
(681)
(390)
(401)
(343)
Cash flows from investing activities
Interest paid
Expenditure on refundable performance bonds
Proceeds from disposal of exploration assets 21
Commission on sale of exploration assets
Purchase of property, plant and equipment
R&D Grants for exploration expenditure
-
(54)
(18)
900
(46)
(22)
31
-
1,110
-
-
73
Payments for exploration expenditure
(591)
(544)
Loans to controlled entities
Loans repaid by controlled entities
-
-
-
-
Net cash in/(out)flow from investing activities
254
585
-
-
900
(46)
-
-
-
-
-
1,110
-
-
-
-
(1,571)
(766)
653
(64)
-
344
Cash flows from financing activities
Loans advanced
Loans repaid
Finance lease funding received
Net issue of ordinary share capital
Net cash inflow from financing activities
Net increase 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
18
(49)
19
674
662
235
-
170
405
217
-
-
(939)
-
(489)
-
654
(68)
127
-
43
170
-
674
674
209
-
170
379
-
654
165
166
-
4
170
22
THOR MINING PLC
Statements of Changes in Equity For the year ended 30 June 2017
Consolidated
Issued
share
capital
£'000
Share
premium
£'000
Retained
losses
£'000
-
-
-
-
Balance at 1 July 2015 3,172 15,383 (10,586)
Loss for the period
(1,745)
Foreign currency
translation reserve
Total comprehensive
(loss) for the period
Transactions with owners in their capacity as
owners
Shares issued
Cost of shares issued
Share options lapsed
Share options issued
At 30 June 2016
-
-
21
-
3,423 16,022 (12,310)
676
(37)
-
-
251
-
-
-
(1,745)
-
-
-
-
-
-
-
Balance at 1 July 2016 3,423 16,022 (12,310)
Loss for the period
(1,253)
Foreign currency
translation reserve
Total comprehensive
(loss) for the period
Transactions with owners in their capacity as
owners
Shares issued
Cost of shares issued
Share options lapsed
Share options issued
At 30 June 2017
9
3,648 16,641 (13,554)
641
(22)
-
-
225
-
-
(1,253)
-
-
-
-
-
Company
-
-
Balance at 1 July 2015 3,172 15,383 (10,024)
Loss for the period
(315)
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
-
3,423 16,022 (10,318)
676
(37)
-
-
251
-
-
-
(315)
-
-
-
-
Balance at 1 July 2016 3,423 16,022 (10,318)
Loss for the period
(718)
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 2017
-
-
9
-
3,648 16,641 (11,027)
641
(22)
-
-
225
-
-
-
(718)
-
-
23
Foreign
Currency
Translation
Reserve
£'000
Share
Based
Payment
Reserve
£'000
Merger
Reserve
£'000
Total
£'000
918
-
405
-
30
9,322
- (1,745)
1,225
1,225
-
-
-
-
2,143
2,143
-
512
512
-
-
-
-
2,655
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
405
405
-
-
-
-
-
-
-
405
405
-
-
-
-
-
405
405
-
-
-
1,225
(520)
-
-
(21)
-
9
927
(37)
-
-
9,692
9
9,692
- (1,253)
-
-
512
(741)
-
-
115
(9)
115
866
(22)
115
-
9,910
30
-
8,966
(315)
-
(315)
-
-
(21)
-
9
9
-
927
(37)
-
-
9,541
9,541
(718)
-
-
(718)
-
-
-
-
405
-
-
(9)
115
115
866
(22)
-
115
9,782
THOR MINING PLC
Notes to the Accounts for the year ended 30 June 2017
1
Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year ended 30 June 2017 were
authorised for issue by the Board on 29 September 2017 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 £1,253,000 during the period ended
30 June 2017, and had a net cash outflow of £427,000 from operating and investing
activities. The consolidated entity continues to be reliant upon the completion of capital
raisings for continued operations and the provision of working capital.
The Group’s cash flow forecast for the 12 months ending 30 September 2018, 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.
24
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 share based remuneration to Directors of the Group,
an employee and the Group’s joint sponsoring brokers, in the form of share options. For
further information refer to Note 16.
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.
25
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.
26
THOR MINING PLC
Notes to the Accounts
1
n)
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.
Investments in associates are initially recognised at cost and subsequently accounted for
using the equity method “Equity accounted investments”. Any goodwill or fair value
adjustment attributable to the Group’s share in the associate is not recognised separately and
is included in the amount recognised as investment in associate. The carrying amount of the
investment in associates is increased or decreased to recognise the Group’s share of the profit
or loss and other comprehensive income of the associate, adjusted where necessary to ensure
consistency with the accounting policies of the Group. Unrealised gains and losses on
transactions between the Group and its associates are eliminated to the extent of the Group’s
interest in those entities. Where unrealised losses are eliminated, the underlying asset is also
tested for impairment.
o)
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.
27
THOR MINING PLC
Notes to the Accounts
1
Principal accounting policies (continued)
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.
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.
28
THOR MINING PLC
Notes to the Accounts
1
Principal accounting policies (continued)
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.
x) New standards, amendments and interpretations not yet adopted
At the date of authorisation of these financial statements, the following Standards and
Interpretations which have not been applied in these financial statements, were in issue but
not yet effective for the year presented:
IFRS 9 in respect of Financial Instruments which will be effective for the accounting
periods beginning on or after 1 January 2018.
IFRS 15 in respect of Revenue from Contracts with Customers which will be effective for
accounting periods beginning on or after 1 January 2018.
IFRS 16 in respect of Leases which will be effective for accounting periods beginning on or
after 1 January 2019.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be
expected to have a material impact on the Company.
29
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. All of the 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 2017
Revenue
Sundry Income
Total Segment Expenditure
Loss from Ordinary Activities
before Income Tax
Income Tax (Expense)
Retained (loss)
Assets and Liabilities
Segment assets
Corporate assets
Total Assets
Segment liabilities
Corporate liabilities
Total Liabilities
£'000
Head office/
Unallocated
£'000
£'000
£'000
Australia United States Consolidated
8
(448)
(440)
-
(440)
-
486
486
-
(117)
(117)
-
(739)
(739)
-
(739)
8,166
-
8,166
(380)
-
(380)
-
(74)
(74)
-
(74)
8
(1,261)
(1,253)
-
(1,253)
1,786
-
9,952
486
1,786
10,438
(31)
-
-
(411)
(117)
(528)
Net Assets
369
7,786
1,755
9,910
30
£'000
Head office/
Unallocated
£'000
£'000
£'000
Australia United States Consolidated
THOR MINING PLC
Notes to the Accounts
2. Revenue and segmental analysis – Group (continued)
Year ended 30 June 2016
Revenue
Sundry Income
-
-
Total Segment Expenditure
(349)
(1,317)
Loss from Ordinary Activities
before Income Tax
Income Tax (Expense)
Retained (loss)
(349)
(1,317)
-
-
(349)
(1,317)
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)
-
(79)
(79)
-
(79)
-
(1,745)
(1,745)
-
(1,745)
1,405
-
9,244
1,063
1,405
10,307
(30)
-
(30)
(519)
(96)
(615)
Net Assets
967
7,350
1,375
9,692
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
2017
£’000
4
26
-
115
2016
£’000
13
27
-
-
245
Directors emoluments – fees and salaries
Auditors’ remuneration for audit services above includes £18,200 (2016: £20,200) to Chapman Davis LLP for
the audit of the Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was
£7,380 (2016: £6,825).
329
31
THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group
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 9.5% as a
company contribution to Australian statutory superannuation schemes. Mr Johnson was issued
10,000,000 unlisted options in lieu of Directors fees for the year ended 31 August 2017 (expiry 2
September 2019, exercise price £0.0125). 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
(with the exception of Mr Johnson), 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.
(a) Details of Key Management Personnel
(i) Chairman and Chief Executive Officer
Michael Billing
(ii) Directors
Gervaise Heddle
David Thomas
Paul Johnson
Alastair Middleton
Michael Ashton
Trevor Ireland
(iii) Executives
Ray Ridge
Stephen Ronaldson
Richard Bradey
Executive Chairman and Chief Executive Officer
Non-executive Director (appointed 25 July 2016)
Non-executive Director
Non-executive Director (appointed 2 September 2016)
Non-executive Director (appointed 31 March 2017)
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.
32
THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (continued)
Paid/Payable in
cash
£’000
Shares2
£’000
Total Salary
& Fees
£’000
Options
£’000
Total
£’000
30 June 2017
Directors: 1,2
Michael Billing
David Thomas
Paul Johnson5
Gervaise Heddle6
Alastair Middleton4
Trevor Ireland3
Michael Ashton3
Other Personnel:
126
41
-
18
6
3
-
6
6
-
4
-
6
6
132
47
-
22
6
9
6
19
19
27
19
13
5
5
151
66
27
41
19
14
11
-
-
4
43
43
125
125
Richard Bradey
Ray Ridge1
43
1 As at 30 June 2017 amounts of £126,770, £47,034, £5,913, £5,913, £6,466, remained unpaid to Messrs
Billing, Thomas, Heddle, Middleton and Ridge respectively.
2 Each of the Directors received their Directors fees as shares in lieu of cash payment for the quarter ending 30
September 2016 (being £5,913 for each of Messrs Billing, Thomas, Ashton, and £3,942 for Mr Heddle). [In
addition, M Billing elected to receive £32,522 as shares in lieu of cash payments for consulting fees as
Executive Chairman that were outstanding from the prior years, and Mr Thomas received £14,783 as shares in
lieu of cash payments for consulting fees outstanding from the prior years.]
3 Resigned 2 September 2016.
4 Appointed 31 March 2017.
5 Appointed 2 September 2016.
6 Appointed 25 July 2016.
129
-
Paid/Payable in
cash
£’000
Shares2
£’000
Total Salary
& Fees
Options Options
£’000
£’000
£’000
89
16
22
27
9
30
13
13
13
13
119
29
35
40
22
-
-
-
-
-
119
29
35
40
22
30 June 2016
Directors: 1,2
Michael Billing
Michael Ashton4
Trevor Ireland4
David Thomas
Gregory Durack3
Other Personnel:
-
-
36
93
93
Richard Bradey
Ray Ridge1
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.
36
93
-
-
33
THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (continued)
(c) Compensation by category
Group
Key Management Personnel
Short-term
Share Option charges
Post-employment
2017
£’000
379
111
11
501
2016
£’000
366
-
8
374
(d) Options and rights over equity instruments granted as remuneration
Mr Johnson was issued 10,000,000 unlisted options in lieu of Directors fees for the year ended 31
August 2017 (expiry 2 September 2019, exercise price £0.0125). The number of options and the
exercise price were adjusted for the 1 for 25 share consolidation on 1 December 2016. No other
options were granted over ordinary shares to Directors, as remuneration, during the year ended 30
June 2017.
(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:
Key
Management
Personnel
Michael
Billing
David
Thomas
Gervaise
Heddle4
Paul
Johnson3
Alastair
Middleton1
Held at
30/6/16
or
appointm
ent date
Placement
Participation
(Note A)
Granted as
Remuneration
(Note B)
Options
Granted
(Note C)
Debt
Conversion
(Note D)
Held at
30/6/17 or
resignation
date
Vested and
exercisable at
30/6/17 or
resignation
date
- -
- 7,000,000
8,765,040 15,765,040
12,765,040
- -
- 7,000,000
2,306,800 9,306,800
6,306,800
-
4,000,000
- 7,000,000
- 11,000,000
8,000,000
3,200,000
-
10,000,000
3,000,000
- 16,200,000
13,200,000
- -
-
3,000,000
-
3,000,000
-
Richard Bradey
- -
-
1,500,000
-
1,500,000 1,500,000
Michael Ashton2
- -
- 4,000,000
2,768,160 6,768,160
6,768,160
- -
Trevor Ireland2
1 Appointed 31 March 2017.
2 Resigned 2 September 2016. All related options were issued to these Directors subsequent to their
resignation date.
3 Appointed 2 September 2016.
4 Appointed 25 July 2016
Notes
- 4,000,000
- 4,000,000
4,000,000
A. Mr Heddle participated in a placement on 7 October 2016, as approved by shareholders on 6 October 2016.
The options were granted to Mr Heddle on the basis of one free option for each share subscribed for under the
placement, on the same terms as other placees.
B. Paul Johnson elected to receive 10,000,000 options, on 11 October 2016, in lieu of his Directors fees for one
year ending 31 August 2017 (the number of options have been adjusted for the subsequent share
consolidation on 1 December 2016). Approved by Shareholders on 6 October 2016.
C. 4,000,000 options were granted to Directors on 11 October 2016, following shareholder approval on 6 October
2016 (the number of options have been adjusted for the subsequent share consolidation on 1 December
2016).
A further 3,000,000 options to each of the Directors was announced 31 March 2017, subject to shareholder
approval. The value of these options have been expensed in the year ended 30 June 2017 for accounting
purposes, however are treated as only having vested when approved by shareholders on 27 July 2017.
D. Two Directors and a former Director elected to receive securities in lieu of amounts owing for Director
advances and consulting fees. The options were issued on 11 October 2016, on the same terms as a
placement to other placees undertaken at that time, being one free option for each share subscribed for under
the placement. Approved by shareholders on 6 October 2016. The number of shares and options have been
adjusted for the subsequent share consolidation on 1 December 2016.
34
THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (continued)
30/6/15 Acquired
remuneration Expired Exercised
Granted as
Held at
30/6/16 or
resignation
date
Vested and
exercisable
at 30/6/16
Key
Management
Personnel
Directors
Executive
Michael Billing
Non-Executive
David Thomas
Gregory Durack
Michael Ashton
Trevor Ireland
Other
Personnel
Richard Bradey 500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
No options held by Directors or specified executives are vested but not exercisable, except as set out above.
(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)
2017
£’000
108
3
23
2016
£’000
90
6
11
(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
2017
2016
£’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
2017 2016
£’000 £’000
(1,253) (1,745)
20.00% 20.00%
Loss on ordinary activities multiplied by the standard rate of corporation tax
(251)
(349)
Effects of:
Future tax benefit not brought to account
Current tax charge for year
251
349
-
-
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.
35
THOR MINING PLC
Notes to the Accounts
6.
Loss per share
Loss for the year (£ 000’s)
Prior period, as previously reported:
2017
2016
(1,253)
(1,745)
Weighted average number of Ordinary shares in issue
Loss per share (pence) – basic
N/A 4,315,444,147
N/A
(0.04)p
Prior period adjusted for the impact of the 25:1 share consolidation:
Weighted average number of Ordinary shares in issue
315,181,478
172,617,766
Loss per share (pence) – basic
(0.40)p
(1.01)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.
The weighted average number of shares have been restated, to take account of the capital
reorganisation on 1 December 2016, being the consolidation of Ordinary Shares on the basis of 1
new Ordinary Share for every 25 Ordinary Shares held.
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.
Intangible fixed assets – Group
7.
Deferred exploration costs
Cost
At 1 July
Additions
Disposals (refer note 21)
Exchange gain
Write off exploration tenements for year
At 30 June
Amortisation
At 1 July and 30 June
Write off exploration tenements previously impaired
Balance
Impairment for period
Exchange gain
At 30 June
£'000
2017
£'000
2016
9,228
10,401
565
430
-
(1,942)
563
1,368
(489)
(1,029)
9,867
9,228
-
-
-
-
-
-
-
-
-
-
-
-
Net book value at 30 June
9,867
9,228
As at 30 June 2017 the Directors undertook an impairment review of the deferred exploration costs
for the remaining tenements, as a result of which, £489,000 was written off, relating to the Dundas
tenement in Western Australia (tenement number EL63/872).
During the year ended 30 June 2016, 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 of A$3.5m (£1.8m), based on the
consideration value for the sale of Spring Hill. A$2.0m cash was received upon completion
of the sale in February 2016, and the remaining A$1.5m was received in February 2017.
Refer to Note 21.
£310,000 carrying value of one of the two Dundas tenements (tenement number
EL63/1102) off based upon a decision to relinquish the tenement in July 2016.
36
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
US Lithium Pty Ltd7
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
Australia
1 Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at the Molyhil project in
Ordinary
25
the Northern Territory of Australia.
2 During the year ended 30 June 2016, the Dundas tenements (previously held by TM Gold Pty Ltd) were
transferred to Hale Energy Pty Ltd, to permit the sale of TM Gold Pty Ltd holding only the Spring Hill
tenements of interest to the purchaser.
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.
7 US Lithium Pty Ltd is engaged in exploration and evaluation activities focused at the Big Sandy project in
the US states of Arizona and New Mexico.
Messrs Billing, Ashton, and Ireland were all Directors of the above 100% owned subsidiaries
through until 5 September 2016, when Messrs Ashton, and Ireland resigned. Mr Thomas became a
Director of all of the above 100% subsidiaries from 5 September 2016. Mr Billing remained as a
Director for the whole year.
The previously 100% owned subsidiary TM Gold Pty Ltd was sold effective 26 February 2016 (refer
Note to 21).
(a) Investment in Subsidiary companies:
Molyhil Mining Pty Ltd
Less: Impairment provision against investment
Hale Energy Limited
Less: Investment written off
Black Fire Industrial Minerals Pty Ltd
2017
£’000
700
(700)
1,277
(1,277)
688
688
2016
£’000
700
(700)
1,277
(1,277)
688
688
The investments in subsidiaries are carried in the Company’s Balance Sheet at the lower of cost
and net realisable value.
37
THOR MINING PLC
Notes to the Accounts
8.
Investments – Company (continued)
(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
2017
£’000
8,308
(523)
-
-
1,193
(1,193)
941
-
8,726
2016
£’000
7,672
(722)
-
-
1,117
(716)
535
-
7,886
The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable
notice having regard to the financial stability of the company.
(c) Equity accounted investments
US Lithium Pty Ltd
Consolidated
Company
£'000
£'000
£'000
£'000
2017
2016
2017
2016
87
87
-
-
87
87
-
-
On the 15 June 2017, the Company acquired 25% of US Lithium Pty Ltd, a private Australian
company which in turn owns 100% of Big Sandy Inc, a company incorporated in the United States
of America. Big Sandy Inc has interests in lithium focussed projects in Arizona and New Mexico, in
the United States of America. Separately, a 45 business day first right of refusal agreement was
signed to acquire the remaining 75% of US Lithium Pty Ltd through the issue of 52,777,777
ordinary shares of 0.01p each in the capital of Thor at a deemed price of 0.90p per ordinary share
(being consideration of £475,000). The owners of the remaining 75% of US Lithium Pty Ltd have
granted an extension of the 45 business day period to allow further due diligence by Thor. As at
the date of signing the financial statements, Thor continue to undertake the due diligence process.
9. Deposits supporting performance bonds
Consolidated
Company
£'000
£'000
£'000
£'000
2017
2016
2017
2016
21
21
11
11
60
(31)
29
94
(90)
4
-
-
-
-
-
-
-
-
-
-
Deposits with banks and Governments
10. Property, plant and equipment
Plant and Equipment:
At cost
Accumulated depreciation
Total Property, Plant and Equipment
38
THOR MINING PLC
Notes to the Accounts
10. Property, plant and equipment
(continued)
(continued)
Movements in Carrying Amounts
Movement in the carrying amounts for each class of property, plant and equipment between the
beginning and the end of the current financial year.
At 1 July
Additions
Foreign exchange impact, net
Disposals
Depreciation expense
At 30 June
Consolidated
Company
£'000
£'000
£'000
£'000
2017
2016
2017
2016
4
29
-
-
(4)
29
15
-
2
-
(13)
4
-
-
-
-
-
-
-
-
-
-
-
-
The carrying value of the plant and equipment includes finance leased assets of £23,000 (2016:
£Nil)
11. Trade receivables and other assets
Current
Trade and other receivables
Receivable for business disposal (refer Note 21)
Prepayments
12. Current trade and other payables
Trade payables
Other payables
13. Interest bearing liabilities
Leases
Finance Lease Commitments
Payable:
Within One Year
Within One to Five Years
Minimum Lease Payments
Less Future Interest Charges
Net Lease Liability
Lease Liability is Represented by:
Current
Non Current
Net Lease Liability
19
-
10
29
42
832
20
894
11
-
9
20
42
832
19
893
(235)
(224)
(459)
(342)
(161)
(503)
(30)
(88)
(88)
(8)
(118)
(96)
(10)
(10)
(20)
1
(19)
(9)
(10)
(19)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Finance lease exists in relation to exploration analysing equipment. The term of the lease is for 2
years.
39
THOR MINING PLC
Notes to the Accounts
14. Non interest bearing liabilities
Current
Director advances
Consolidated
Company
2017
2016
2017
2016
£'000
£'000
£'000
£'000
(30)
(30)
(96)
(96)
-
-
-
-
During the year ended 30 June 2017,the Directors’ advanced funds on a no security, no interest
basis to meet short term funding requirements of the Group. During the year ended 30 June 2017,
a further £17,000 was advanced, and £83,000 of the loans were repaid.
15. Issued share capital
Issued up and fully paid:
982,870,766 ‘Deferred Shares’ of £0.0029 each (1)
7,928,958,500 ‘A Deferred Shares’ of £0.000096 each (2)
373,013,208 Ordinary shares of £0.0001 each
(2016: 982,870,766 ‘Deferred Shares’ of £0.0029 each, and
5,736,387,510 ordinary shares of £0.0001 each)
2017
£'000
2016
£'000
2,850
2,850
761
37
-
573
3,648
3,423
Movement in share capital
Ordinary shares of £0.0001
Number
£’000
Number
£’000
2017
2016
At 1 July
5,736,387,510 3,423 3,228,091,211
3,172
Shares issue in lieu of expenses
446,570,973
45
356,898,014
1,400,000,000
140 2,075,000,000
-
-
35
76,398,285
-
36
207
8
-
Shares issued to extinguish debt
346,000,000
Post Share Consolidation 25:1 (3)
Shares issued for cash
Warrants Exercised
At 30 June
Nominal Value
7,928,958,483 3,643 5,736,387,510
3,423
317,158,340 3,643
n/a
n/a
50,000,000
5,854,868
5
-
-
-
-
-
373,013,208 3,648 5,736,387,510
3,423
(1) 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 continued as the company’s
listed securities, and
‘Deferred Shares’ with a nominal 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.
40
Shares issued for cash
Shares issued for acquisition
THOR MINING PLC
Notes to the Accounts
15. Issued share capital (continued)
(2) At a shareholders meeting in November 2016, the Company’s shareholders approved a re-
organisation of the company’s shares which, on the 1 December 2016, resulted in the existing
Ordinary Shares of 0.01 pence being further split as follows:
Ordinary shares with a nominal value of 0.0004 pence, and
‘A Deferred Shares’ with a nominal value of 0.0096 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.
(3) On 1 December 2016, immediately following the capital reorganisation at (2) above, the
Ordinary Shares were consolidated on the basis of 1 new Ordinary Share with a nominal value
of 0.01 pence for every 25 Ordinary Shares held with a nominal value of 0.0004 pence.
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 2017:
Number
13,440,0001
34,560,0002
16,000,0003
40,000,0004
13,840,0005
20,000,0006
10,000,0007
19,145,1328
1,300,0009
2,000,00010
1,500,00011
Grant Date
1 Jun 2016
24 Jun 2016
5 Sep 2016
7 Oct 2016
11 Oct 2016
11 Oct 2016
11 Oct 2016
27 Jan 2017
27 Jan 2017
27 Jun 2017
27 Jun 2017
Expiry Date
Exercise Price
1 Dec 2018
1 Dec 2018
GBP£0.0125
GBP£0.0125
5 Mar 2019
GBP£0.0125
7 Apr 2019
GBP£0.0125
11 Apr 2019
GBP£0.0125
26 Jul 2019
GBP£0.0125
2 Sep 2019
GBP£0.0125
27 Jan 2018
GBP£0.0090
27 Jan 2018
GBP£0.0090
27 Jun 2019
GBP£0.0180
27 Jan 2020
GBP£0.0180
171,785,132 total outstanding
Share options (termed warrants in the UK) carry no rights to dividends and no voting rights.
All Options existing at 1 December 2016 were adjusted for the Share Consolidation of 25:1.
1 issued to investors as part of a capital raising in June 2016.
2 issued to investors as part of a capital raising in June 2016, following shareholder approval.
3 issued to investors as part of a capital raising in September 2016.
4 issued to investors as part of a capital raising in October 2016, following shareholder approval.
5 issued to Directors and former Directors, following shareholder approval, in lieu of cash payments owing, on
the same terms as the capital raising on 7 October 2016, at 4 above.
6 issued to Directors in October 2016, following shareholder approval.
7 issued to Mr Johnson, October 2016, in lieu of Directors Fees for one year through to 31 August 2017.
8 25,000,000 warrants issued to investors as part of a capital raising in January 2017. 5,854,868 warrants
have since been exercised, prior to 30 June 2017.
9 issued to the Company’s joint sponsoring broker, Beaufort Securities Ltd, for services rendered.
9 issued to the Company’s joint sponsoring broker, SI Capital Ltd, for services rendered.
10 issued to a nominee of the Company’s Exploration Manager, in recognition of service over an extended
period.
On the 31 March 2017, the Company announced that it would issue 3,000,000 unlisted warrants to
each of the five Directors, subject to shareholder approval. At 30 June 2017 these warrants
remained subject to shareholder approval. These warrants were subsequently approved by
shareholder on 27 July 2017 and issued to the Directors on 28 July 2017. The warrants are not
included in the above list, having been issued post 30 June 2017. However, as the warrants
contained no other vesting conditions, other than shareholder approval, the value of the warrants
have been expensed in the year ended 30 June 2017 (refer to Note 16).
41
THOR MINING PLC
Notes to the Accounts
16. Share based payments reserve
At 1 July
Lapse of 600,000 Employee options @ £0.00835
Lapse of Debt Facility options @ £0.00018
Lapse of 26,763,987 investor options @ £0.00035
20,000,000 issued to Directors @ £0.001275
10,000,000 issued to Paul Johnson @ £0.001325
1,300,000 issued to Beaufort Securities Ltd @ £0.001411
2,000,000 issued to SI Capital Ltd @ £0.001857
1,500,000 issued to a nominee of an employee @ £0.002710
15,000,000 issued to Directors @ £0.004469
At 30 June
2017
2016
£’000
£’000
9
-
-
(9)
25
13
2
4
4
67
115
30
(5)
(16)
-
-
-
-
-
-
-
9
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 2017.
20,000,000 issued to Directors on 11 October 2016
Dividend yield
Underlying Security spot price
Exercise price
Standard deviation of returns
Risk free rate
Expiration period
Black Scholes valuation per option
10,000,000 Options Issued to Paul Johnson on 11 October 2016
Dividend yield
Underlying Security spot price
Exercise price
Standard deviation of returns
Risk free rate
Expiration period
Black Scholes valuation per option
1,300,000 issued to Beaufort Securities Ltd on 27 January 2017
Dividend yield
Underlying Security spot price
Exercise price
Standard deviation of returns
Risk free rate
Expiration period
Black Scholes valuation per option
42
0.00%
£0.00625
£0.0125
60%
1.67%
2.79yrs
£0.001275
0.00%
£0.00625
£0.0125
60%
1.67%
2.89yrs
£0.001325
0.00%
£0.006888
£0.009
60%
1.79%
1.49yrs
£0.001411
THOR MINING PLC
Notes to the Accounts
16. Share based payments reserve (continued)
2,000,000 issued to SI Capital Ltd on 27 June 2017
Dividend yield
Underlying Security spot price
Exercise price
Standard deviation of returns
Risk free rate
Expiration period
Black Scholes valuation per option
1,500,000 issued to a nominee of an employee on 27 June 2017
Dividend yield
Underlying Security spot price
Exercise price
Standard deviation of returns
Risk free rate
Expiration period
Black Scholes valuation per option
15,000,000 issued to Directors on 28 July 2017
Dividend yield
Underlying Security spot price
Exercise price
Standard deviation of returns
Risk free rate
Expiration period
Black Scholes valuation per option
0.00%
£0.0105
£0.018
60%
1.67%
2yrs
£0.001857
0.00%
£0.0105
£0.018
60%
1.79%
3yrs
£0.002710
0.00%
£0.013555
£0.018
60%
1.89%
3yrs
£0.004469
17. Analysis of changes in net cash and cash equivalents
Cash at bank and in hand - Group
1 July 2016 Cash flows
Non-cash
changes
30 June
2017
£’000
170
£’000
235
£’000
-
£’000
405
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
As at 30 June 2017, the Group had no contingent liabilities.
43
THOR MINING PLC
Notes to the Accounts
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.
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
2017
£’000
84
321
405
2016
£’000
169
1
170
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
2017
2016
Carrying
Amount
£’000
Fair Value
£’000
Carrying
Amount
£’000
Fair Value
£’000
405
19
21
459
30
19
405
19
21
459
30
19
170
874
11
503
96
-
170
874
11
503
96
-
44
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 2017 - Group
Financial Assets
Fixed rate
At call Account – AUD
At call Account – STG
Financial Liabilities
Fixed Rate
0%
0.05%
321
84
405
-
-
-
Interest bearing liabilities
4.7%
9
10
30-June 2016 - Group
Financial Assets
Fixed rate
At call Account – AUD
At call Account – STG
Financial Liabilities
Fixed Rate
Interest bearing liabilities
0%
0.05%
169
1
170
-
-
-
-
-
-
-
-
-
-
-
-
-
321
84
405
19
169
1
170
-
20. Related parties transactions
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries to enable those companies to carry out their
operations. At 30 June 2017 the estimated recoupable amount converted to £8,726,000 (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 of Thor. During the year
£18,200 (2016 £15,317) was paid to Ronaldsons LLP Solicitors on normal commercial terms.
21. Business Disposal
TM Gold Pty Ltd (“TM Gold”) was a 100% owned subsidiary 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 were 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). The A$1.5m instalment was received in February
2017 and has been removed from the Group’s receivables (refer to Note 11).
45
THOR MINING PLC
Notes to the Accounts
21. Business Disposal (continued)
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.
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 for the year ended 30
June 2016 was as follows:
Deferred exploration asset for Spring Hill at sale completion (1)
Sale proceeds received
Sale 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 for the year ended 30 June 2016
was 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
22. Post balance sheet events
£'000
4,159
(1,675)
2,484
(1,110)
(832)
542
As announced on 5 July 2017, the Group has been granted an additional exploration licence area
(EL31443) which secures additional ground along strike from the Molyhil tungsten deposit in the
Northern Territory, Australia.
On 28 July 2017, following shareholder approval, the Company issued:
51,111,111 ordinary shares at a price of 0.9 pence, to raise a total of £460,000 before
costs. As part of the placement, placees received one free warrant for every ordinary
share subscribed for. The warrants have an exercise price of 1.8 pence and expire on
28 July 2019. Two Directors participated in this placement to the value of £72,000.
15,000,000 warrants to Directors. The warrants have an expiry of 31 March 2020 and
an exercise price of 1.8 pence. These warrants were announced on 31 March 2017,
subject to shareholder approval. The warrants were valued using the black scholes
method and were expensed in the year ended 30 June 2017, as required by
Accounting Standards.
46
THOR MINING PLC
Notes to the Accounts
22. Post balance sheet events (continued)
On 2 August 2017, the Group signed a binding term sheet to acquire an interest in the historically
mined Kapunda copper deposit in South Australia (Kapunda). The Group will invest in a newly
incorporated private Australian company, Environmental Copper Recovery SA Pty Ltd (ECR),
initially via convertible notes of up to A$1.8 million, which will be used to fund field test work and
feasibility activities at Kapunda over the next three years. Conversion of the convertible notes are
at the sole discretion of Thor, and will result in Thor holding up to 60% equity interest in ECR. The
term sheet also provides that Thor has immediate Board control of ECR. In turn, ECR has entered
into an agreement to earn a 50% interest in the rights over metals which may be recovered via in-
situ recovery at the Kapunda deposit, from Australian ASX listed, Terramin Australia Limited (ASX:
TZN), for expenditure of A$2.0 million on field test work. ECR can then opt to earn a further 25%
interest through additional expenditure of A$4.0 million.
Other than the above matters, there were no material events arising subsequent to 30 June 2017
to the date of this report which may significantly affect the operations of the Company, the results
future.
state of affairs of
of
those operations and
the Company
the
the
in
47
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 22 September 2017)
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
1,772
791
220
421
203
3,407
The number of Australian shareholders holding less than a marketable parcel is 2,800.
The minimum parcel size is 31,250 shares.
48
THOR MINING PLC
Twenty largest shareholders as at 22 September 2017
Name
Number of
shares held
Percentage of
shares held
BARCLAYS DIRECT INVESTING NOMINEES LIMITED
44,696,067
10.54%
MR MICHAEL ROBERT BILLING & RELATED ACCOUNTS
SHARE NOMINEES LTD
TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED
HSDL NOMINEES LIMITED
MR PAUL JOHNSON & RELATED ACCOUNTS
HARGREAVES LANSDOWN (NOMINEES) LIMITED
HARGREAVE HALE NOMINEES LIMITED
TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED
HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942>
LAWSHARE NOMINEES LIMITED
BEAUFORT NOMINEES LIMITED
JIM NOMINEES LIMITED
HARGREAVES LANSDOWN (NOMINEES) LIMITED
MR DAVID EDWARD THOMAS + MRS BARBARA JEAN THOMAS
VIDACOS NOMINEES LIMITED
HSDL NOMINEES LIMITED
DUNHAM INVESTMENTS PTY LTD
TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED
INVESTOR NOMINEES LIMITED
TOTAL
28,265,242
20,454,564
17,880,379
16,961,047
16,502,649
16,242,901
16,001,800
12,833,922
12,379,856
11,415,652
11,110,479
10,737,628
10,226,181
9,160,969
9,065,002
7,059,046
7,000,000
6,959,043
6,809,872
291,762,299
Unlisted Option and Warrant holders as at 22 September 2017
6.66%
4.82%
4.22%
4.00%
3.89%
3.83%
3.77%
3.03%
2.92%
2.69%
2.62%
2.53%
2.41%
2.16%
2.14%
1.66%
1.65%
1.64%
1.61%
68.79%
Option Holders
Placees June 2016
Placees Sept 2016
Placees Oct 2016
Directors & former Directors (in lieu of amounts
owed) Oct 2016
Directors Oct 2016
P Johnson (in lieu of Directors fees) Oct 2016
Placees Jan 2017
Beaufort Securities Ltd (joint broker) Jan 2017
SI Capital Ltd (joint broker) June 2017
26-Jul-19
2-Sep-19
27-Jan-18
27-Jan-18
27-Jun-19
Nominee of Thor Exploration Manager June 2017
27-Jan-20
Directors July 2017
Placees July 2017
31-Mar-20
28-Jul-19
Expiry
Date
1-Dec-18
5-Mar-19
7-Apr-19
Number
of
Holders
Number of
Warrants
Percentage
of Total
Warrants
18 48,000,000
1 16,000,000
6 40,000,000
20.2%
6.7%
16.8%
11-Apr-19
5 13,840,000
5.8%
5 20,000,000
1 10,000,000
9 19,145,132
1 1,300,000
1 2,000,000
1 1,500,000
5 15,000,000
8.4%
4.2%
8.0%
0.5%
0.8%
0.6%
6.3%
18 51,111,111
237,896,243
21.5%
100.0%
Securities held on Escrow
Total shares and CDIs on issue are 424,124,319. No shares or CDIs are held in escrow.
49
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 a formal evaluation of its performance on 30 July 2015. However, the
majority of the current Directors, being Messrs Heddle, Johnson and Middleton, were appointed
during the most recent financial year, ended 30 June 2017.
50
THOR MINING PLC
TENEMENT SCHEDULE
At 30 June 2017, 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
Molyhil
EL22349
228.10
Molyhil Mining Pty Ltd
EL28948
EL31130
EL31443
16.50
60.23
66.48
Molyhil Mining Pty Ltd
Molyhil Mining Pty Ltd
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%
100%
60%
* written off in the year ended 30 June 2017, as the Group intends to relinquish this tenement at
the renewal date.
2017
At 30 June
State of Nevada:
, the consolidated entity holds an interest in the following tenements in the US
(cid:18)(cid:367)(cid:258)(cid:349)(cid:373)(cid:3)
(cid:39)(cid:396)(cid:381)(cid:437)(cid:393)(cid:3)
(cid:87)(cid:367)(cid:258)(cid:410)(cid:381)(cid:396)(cid:381)(cid:3)
(cid:87)(cid:396)(cid:381)(cid:400)(cid:393)(cid:286)(cid:272)(cid:410)(cid:3)
(cid:18)(cid:367)(cid:258)(cid:349)(cid:373)(cid:3)(cid:69)(cid:437)(cid:373)(cid:271)(cid:286)(cid:396)(cid:3)
(cid:4)(cid:396)(cid:286)(cid:258)(cid:3)
(cid:24)(cid:286)(cid:400)(cid:286)(cid:396)(cid:410)(cid:3)(cid:94)(cid:272)(cid:346)(cid:286)(cid:286)(cid:367)(cid:349)(cid:410)(cid:286)(cid:3)
(cid:69)(cid:100)(cid:3)(cid:951)(cid:1009)(cid:1009)(cid:3)(cid:882)(cid:3)(cid:1010)(cid:1008)(cid:3)
(cid:39)(cid:258)(cid:396)(cid:374)(cid:286)(cid:410)(cid:3)
(cid:69)(cid:100)(cid:3)(cid:951)(cid:1013)(cid:3)(cid:882)(cid:3)(cid:1005)(cid:1012)(cid:3)
(cid:39)(cid:437)(cid:374)(cid:373)(cid:286)(cid:410)(cid:258)(cid:367)(cid:3)
(cid:69)(cid:100)(cid:3)(cid:951)(cid:1005)(cid:1013)(cid:3)(cid:882)(cid:3)(cid:1006)(cid:1006)(cid:853)(cid:3)(cid:1010)(cid:853)(cid:3)(cid:1011)(cid:3)
(cid:39)(cid:381)(cid:381)(cid:282)(cid:3)(cid:44)(cid:381)(cid:393)(cid:286)(cid:3)
(cid:69)(cid:100)(cid:3)(cid:951)(cid:1005)(cid:3)(cid:882)(cid:3)(cid:1009)(cid:853)(cid:3)(cid:1008)(cid:1005)(cid:3)(cid:882)(cid:3)(cid:1009)(cid:1008)(cid:3)
(cid:1008)(cid:1009)(cid:271)(cid:367)(cid:381)(cid:272)(cid:364)(cid:400)(cid:3)(cid:894)(cid:1010)(cid:1005)(cid:1005)(cid:346)(cid:258)(cid:3)(cid:381)(cid:396)(cid:3)
(cid:1005)(cid:853)(cid:1009)(cid:1005)(cid:1004)(cid:3)(cid:258)(cid:272)(cid:396)(cid:286)(cid:400)(cid:895)(cid:3)
(cid:18)(cid:381)(cid:373)(cid:393)(cid:258)(cid:374)(cid:455)(cid:3)
(cid:47)(cid:374)(cid:410)(cid:286)(cid:396)(cid:286)(cid:400)(cid:410)(cid:3)
(cid:1005)(cid:1004)(cid:1004)(cid:1081)(cid:3)
(cid:44)(cid:381)(cid:367)(cid:282)(cid:286)(cid:396)(cid:400)(cid:3)
(cid:3)
(cid:3)
(cid:87)(cid:349)(cid:367)(cid:381)(cid:410)(cid:3)(cid:68)(cid:286)(cid:410)(cid:258)(cid:367)(cid:400)(cid:3)(cid:47)(cid:374)(cid:272)(cid:3)
(cid:3)
(cid:3)
(cid:17)(cid:38)(cid:68)(cid:3)(cid:1005)(cid:3)
(cid:17)(cid:367)(cid:258)(cid:272)(cid:364)(cid:3)(cid:38)(cid:349)(cid:396)(cid:286)(cid:3)(cid:18)(cid:367)(cid:258)(cid:349)(cid:373)(cid:400)(cid:3)
(cid:17)(cid:38)(cid:68)(cid:1005)(cid:3)(cid:882)(cid:3)(cid:17)(cid:38)(cid:68)(cid:1005)(cid:1004)(cid:1013)(cid:3)
(cid:1005)(cid:1004)(cid:1013)(cid:271)(cid:367)(cid:381)(cid:272)(cid:364)(cid:400)(cid:3)(cid:894)(cid:1005)(cid:853)(cid:1008)(cid:1012)(cid:1005)(cid:346)(cid:258)(cid:3)(cid:381)(cid:396)(cid:3)
(cid:1007)(cid:853)(cid:1010)(cid:1010)(cid:1004)(cid:3)(cid:258)(cid:272)(cid:396)(cid:286)(cid:400)(cid:895)(cid:3)
(cid:17)(cid:38)(cid:68)(cid:3)(cid:90)(cid:286)(cid:400)(cid:381)(cid:437)(cid:396)(cid:272)(cid:286)(cid:400)(cid:3)(cid:47)(cid:374)(cid:272)(cid:3)
(cid:1005)(cid:1004)(cid:1004)(cid:1081)(cid:3)
(cid:17)(cid:38)(cid:68)(cid:3)(cid:1006)(cid:3)
(cid:24)(cid:286)(cid:400)(cid:3)(cid:94)(cid:272)(cid:346)(cid:286)(cid:286)(cid:367)(cid:3)(cid:28)(cid:258)(cid:400)(cid:410)(cid:3)
(cid:17)(cid:38)(cid:68)(cid:1005)(cid:1004)(cid:1013)(cid:3)(cid:882)(cid:3)(cid:17)(cid:38)(cid:68)(cid:1005)(cid:1007)(cid:1005)(cid:3)
(cid:1006)(cid:1006)(cid:271)(cid:367)(cid:381)(cid:272)(cid:364)(cid:400)(cid:3)(cid:894)(cid:1006)(cid:1013)(cid:1013)(cid:346)(cid:258)(cid:3)(cid:381)(cid:396)(cid:3)
(cid:1011)(cid:1007)(cid:1013)(cid:4)(cid:272)(cid:396)(cid:286)(cid:895)(cid:3)
(cid:17)(cid:38)(cid:68)(cid:3)(cid:90)(cid:286)(cid:400)(cid:381)(cid:437)(cid:396)(cid:272)(cid:286)(cid:400)(cid:3)(cid:47)(cid:374)(cid:272)(cid:3)
(cid:1005)(cid:1004)(cid:1004)(cid:1081)(cid:3)
51
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