Thermon Group Holdings
Annual Report 2018

Plain-text annual report

2018 ANNUAL REPORT 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 David Edward Thomas Alastair Middleton Richard Bradey (Executive Chairman) (Non-Executive Director) (Non-Executive Director) (Executive Director) Joint Company Secretaries Stephen Ronaldson Ray Ridge (United Kingdom) (Australia) Registered Office Salisbury House London Wall London, EC2M 5PS 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 Druces LLP Salisbury House London Wall London, EC2M 5PS Address of Share Registrars United Kingdom Computershare Investor Services Plc PO Box 82 The Pavilions, Bridgewater Road Bristol BS99 6ZY Telephone: Fax: 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: +44 (0) 370 703 1343 +44 (0) 370 703 6114 +61 (0) 8 9323 2000 +44 (0) 8 9323 2033 2018 ANNUAL REPORT THOR MINING PLC – CHAIRMAN’S STATEMENT – 2018 ANNUAL REPORT The year ended June 2018 was one of significant progress for Thor. During the year the strong rebound in the tungsten market was sutained, and molybdenum also picked up very strongly. This resurgence in metal prices reinforced the view of the Board of Directors that our strategy of commercialisation of these assets is realistic. During the year, we made significant progress in our portfolio of tungsten assets, and also in our newly acquired position in a key copper project. Tungsten Substantial progress with the Molyhil tungsten and molybdenum project resulted in an upgraded Open Pit Ore Reserve statement in January 2018, increasing the open pit mine life by one year to seven years, with an 11% increase in the tonnes of contained tungsten, and a 19% increase in the quantity of contained molybdenum. Subsequent to the end of the year, in August 2018, we announced an upgraded Definitive Feasibility Study (DFS) with outcomes well exceeding those of previous studies. Our objective in the coming months is to secure finance for the Molyhil project, in order to commence development in the early part of 2019, and first production around 12 months from then. Following the upgraded resource estimate at the Pilot Mountain tungsten project in Nevada in the United States we commissioned a Scoping Study to investigate broad operating parameters, potential scale, and high level commercial viability of mining and processing for these deposits. I am very pleased to report that in September 2018 we announced the results of this study which demonstrated the potential for profitable operations for up to 12 years. Our task over the next 12 months, is to upgrade these studies towards Prefeasibility status, and work has already commenced with metallurgical laboratories, environmental studies, and utility providers in this regard. Copper In 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 a 75% interest in the portion of the Kapunda Copper deposit in South Australia that is recoverable utilising in-situ recovery. Subsequently, an Inferred Resource estimate for that part of the deposit which is amenable to insitu recovery techniques was published in February 2018, containing 119,000 tonnes of contained copper, well in excess of expectations. Following the end of the year, in July 2018, we were also able to announce that ECR were successful in securing an Australian Government grant of A$2.85 million towards the costs of demonstrating an Insitu Recovery (ISR) process at Kapunda. We expect this grant will cover the majority of feasibility study funding requirements for the Kapunda project. Lithium In June 2017, the Company announced the acquisition of a 25% interest in US Lithium Pty Ltd (“USL”) which held lithium projects in Arizona and New Mexico, along with an option to acquire the remaining 75% interest. That option was not exercised, and USL was subsequently acquired by ASX listed Hawkstone Mining Limited (ASX: “HWK”), with Thor to receive consideration of 7,421,875 ordinary shares in Hawkstone. A further 7,421,875 ordinary shares are due to Thor provided, inter alia, that Hawkstone is able to publish an inferred resource estimate on the Arizona Big Sandy deposit of not less than 30 million tonnes at a grade greater than 2,000ppm Lithium (Li) (or equivalent, subject to a minimum average grade of 1,000ppm Li). 1 Corporate activities During the year under review, Thor continued to raise funds successfully from a number of share placings to new and existing investors in the United Kingdom and through the exercise of warrants. Personnel During the year, directors Gervaise Heddle and Paul Johnson stood down from the board of directors. I would like to thank both Gervaise and Paul for their contribution during a period where Thor made outstanding progress with each of our core projects. The board structure was enhanced with the promotion of Richard Bradey, previously Exploration Manager, to the role of executive director. The contribution by Richard both before, and subsequent to, his appoiuntment as director has been very valuable. 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 look to the coming year with confidence, with the Company in a significantly enhanced position compared with the same time a year ago. The improvement in tungsten prices, and the upgraded DFS for Molyhil support our confidence that we can secure finance for the Molyhil tungsten project, while our other two core projects Pilot Mountain and Kapunda have advanced considerably. The Company, has an active program of reviewing new opportunities, while requiring quite exacting criteria for proceeding. During the year we examined several such opportunities, with none quite making the cut. We do however continue to evaluate projects which have the potential to add very meaningful value to our portfolio and our shareholders. Mick Billing Chairman and Chief Executive Officer 21 September 2018 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 2017/18 • The rebound in global tungsten prices of 2016/17 continued with prices at June 2018 approximately double those of early 2016. ▪ The release of an upgraded Open Pit Ore Reserve in January 2018 increasing the life of the Molyhil project by one year to seven years. ▪ An agreement to acquire a 40% interest in the nearby Bonya licence which hosts outcropping deposits of scheelite (tungsten trioxide) as well as a small high grade copper deposit ▪ The publication, after year end of an upgraded DFS with significantly enhanced economic outcomes. Feasibility Highlights - 23 August 2018 Net Present Value (at a discount rate of 5%) A$101m Project Finance required US$43m Operating Expense (after deduction of molybdenum by-product credits) US$90/mtu Project Payback 18 months Figure 1: Molyhil Location Map Figure 2: A comparison of unit operating costs for Molyhil with other proposed tungsten developments. Source Northland Capital Partners 3 Figure 3: Map showing Bonya prospects in proximity to Molyhil The construction period for the Molyil development is estimated at 12 months from the time finance is secured, and discussions with a number of parties are proceeding in order to secure finance for this purpose. 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 2017/18 • During the year a 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. • Subsequent to the end of the year, in September 2018, the Company announced the results of a scoping study which strongly indictes the potential for a mining and processing operation at Pilot Mountain for a period of up to 12 years. • Studies towards the preparation of a Pre-feasibility study have commenced with follow up testwork under way, along with environmental investigations, and studies for the provision of significant infrastructure. Figure 4: Pilot Mountain Location Map 4 Metal Prices At 30 June 2018, the selling price in Europe of Tungsten APT was US$347/mtu, while the price of Molybdenum Roasted Concentrates is US$10.60/lb (Figure 5). Since then a seasonal slowdown in the northern hemisphere summer has reduced the tungsten price slightly, however industry forecasts suggest this should recover during September and October, while molybdenum has continued to strengthen to just over US$12/lb. Figure 5: Tungsten & Molybdenum price movements (Argus Metals) Copper Projects In 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. Figure 6. Kapunda Location Map Figure 7. Schematic of Insitu Recovery process In February 2018 the Company announced a maiden Inferred resource estimate for that part of the Kapunda deposit considered amenable to ISR techniques and subsequently, published details of successful leaching of copper from core samples with up to 78% recovery, using a benign amino acid, glycine 5 During the next stage of work on this project, Thor and ECR will conduct field pump testwork and commercial field recovery trials prior to DFS and regulatory approval activities. This work has received a substantial boost following the grant by the Australian Government of A$2.85million which is earmarked for costs in respect of demonstration of an Insitu Recovery (ISR) process at Kapunda. We expect this grant will cover a very substantial portion of feasibility study funding requirements for the project. Lithium Project In June 2017, the Company announced the acquisition of a 25% interest in US Lithium Pty Ltd (“USL”). In addition, Thor held an option to acquire the remaining 75% of USL, subject to satisfactory completion of project due diligence. Following a detailed review, Thor elected not to proceed with this option, and USL subsequent to the end of the period has completed a sale of the Company and its assets to ASX lised Hawkstone Mining Limited (ASX: “HWK”). Thor expects to receive net consideration of 7,421,875 ordinary shares in Hawkstone from this sale. A further 7,421,875 ordinary shares are due to Thor provided, inter alia, that Hawkstone is able to publish an inferred resource estimate on the Arizona Big Sandy deposit of not less than 30 million tonnes at a grade greater than 2,000ppm Lithium (Li) (or equivalent, subject to a minimum average grade of 1,000ppm Li) Gold projects Spring Hill Gold Project – Northern Territory In February 2017, Thor completed the sale of the Spring Hill gold project. A royalty agreement is in place for all future gold production from this project and a small payment against this was received during the year. 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 The information in this report that relates to exploration results, and exploration targets, is based on information compiled by Richard Bradey, who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Bradey is an employee of Thor Mining PLC. He has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Richard Bradey consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. 6 Mineral Resources and Reserves Table A: Molyhil Mineral Summary Resource Estimate (Reported on 30 January 2014) Classification Resource WO3 Mo Fe ‘000 Tonnes Grade % Tonnes Grade % Tonnes 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. • The Company is not aware of any information or data which would materially affect this previously announced resource estimate, and all assumptions and technical parameters relevant to the estimate remain unchanged. Table B: Pilot Mountain Resource Summary 2017 (Reported on 21 May 2017) Resource WO3 Ag Cu MT Grade % Contained metal (t) Grade g/t Contained metal (t) Grade % Contained metal (t) Garnet Indicated - Inferred 1.83 0.36 Sub Total 1.83 0.36 - 6,590 6,590 Desert Scheelite Indicated 8.41 0.27 22,700 21.3 179 0.14 11,800 Inferred 1.49 0.23 3,430 9.07 13 0.17 2,500 Sub Total 9.90 0.26 26,130 19.39 192 0.14 14,300 Summary Indicated 8.41 0.27 22,700 Inferred 3.32 0.30 10,020 Pilot Mountain Total 11.73 0.28 32,720 Notes 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. • The Company is not aware of any information or data which would materially affect this previously announced resource estimate, and all assumptions and technical parameters relevant to the estimate remain unchanged 7 Table C: Kapunda Resource Summary 2018 (Reported on 12 February 2018) Resource Copper Mineralisation Classification MT Grade % Contained copper (t) Copper Oxide Inferred 30.3 0.24 73,000 Secondary copper sulphide Inferred 17.1 0.27 46,000 Total 47.4 0.25 119,000 Notes: • • • Thor Mining PLC is earning up to a 45% equity in this resource All figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding. The Company is not aware of any information or data which would materially affect this previously announced resource estimate, and all assumptions and technical parameters relevant to the estimate remain unchanged Table D: Molyhil Open Cut Ore Reserve Statement (announced 15 January 2018) Classification Reserve ‘000 Tonnes Grade % WO3 Mo Tonnes Grade % Tonnes Probable 3,500 0.29 10,200 0.12 4,300 Total 3,500 0.29 10,200 0.12 4,300 Thor Mining PLC holds 100% equity interest in this reserve. Estimate has been rounded to reflect accuracy. Notes: • • • All estimates are on a dry tonne basis. • The reserve is based upon the Resource Estimate reported on 30 January 2104. The Company is not aware of any changes which could affect this resource estimate. The statement is derived from the Indicated portion of the resource estimate only, and the Inferred portion is excluded from the calculations. • 8 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 2018. Review of Operations The net result of operations for the year was a loss of £1,249,000 (2017 loss: £1,253,000). 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. Alastair Middleton – BSc Geol, MSc (MinEx) - Non-Executive Director 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 was a Director of Metal Tiger Plc, a company quoted on the AIM market. He resigned from that role on 27 June 2018. 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. Richard Bradey – BSc (App Geol), MSc (Nat Res Man), MAusIMM – Executive Director (appointed 29 December 2017) Mr Richard Bradey 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. Mr Bradey is the Company’s Exploration Manager. Gervaise Robert John Heddle – CFA BEc(Hons) BA(Juris) - Non-Executive Director (resigned 14 December 2017) 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. 9 Paul Johnson – Non-Executive Director (resigned 13 July 2018) 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. 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, Druces 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. 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 inclusive of the 9.50% as a company contribution to Australian statutory superannuation scheme. The agreement allows that any services supplied by the Directors to the Company and any of its subsidiaries in excess of 2 days in any calendar month, may be invoiced to the Company at market rate, currently at A$1,000 per day for each Director other than Mr Michael Billing who is paid A$1,200 per day and Mr David Thomas who is paid A$1,500 per day. Principal activities and review of the business The principal activities of the Group are the exploration for and potential development of tungsten and 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. Thor is also acquiring up to a 60% interest Australian copper development company Environmental Copper Recovery SA Pty Ltd, which in turn holds rights to earn up to a 75% interest in the mineral rights and claims over the portion of the historic Kapunda copper mine in South Australia recoverable by way of in situ recovery. Thor has a material interest in US Lithium Pty Limited, an Australian private company with a 100% interest in a Lithium project in Nevada, USA. Finally, Thor also holds a production royalty entitlement from the Spring Hill Gold project in the Northern Territory of Australia. A detailed review of the Group’s activities is set out in the Review of Operations & Strategic Report. Business Review and future developments A review of the current and future development of the Group’s business is given in the Chairman’s Statement and the Chief Executive Officer’s Review of Operations & Strategic Report. Results and dividends The Group incurred a loss after taxation of £1,249,000 (2017 loss: £1,253,000). No dividends have been paid or are proposed. 10 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 21 to the financial statements. Substantial Shareholdings At 14 September 2018, 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 Paul Johnson Mr Michael Billing Directors & Officers Shareholdings Ordinary shares 77,600,000 33,250,000 32,407,423 % 11.9 5.1 5.0 The Directors and Officers who served during the period and their interests in the share capital of the Company at 30 June 2018 or their date of resignation if prior to 30 June 2018, were follows: Ordinary Shares/CDIs Unlisted Options 30 June 2018 30 June 2017 30 June 2018 30 June 2017 Michael Billing David Thomas 32,407,423 25,265,242 26,265,040 12,765,040 9,410,970 9,160,970 11,806,800 6,306,800 Alastair Middleton 250,000 - 5,500,000 - Richard Bradey (appointed 29/12/17) Paul Johnson (resigned 13/7/18) Gervaise Heddle (resigned 14/12/17) Directors’ Remuneration 31,792 31,792 9,500,000 1,500,000 33,250,000 4,637,958 11,002,649 4,637,958 26,825,000 11,000,000 13,200,000 8,000,000 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 of A$40,000 per annum, and UK based directors £24,000, with the exception of Mr Bradey. Mr Bradey receives a salary as Exploration Manager, no further fees are payable to Mr Bradey as an Executive Director. 11 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. 2018 Salary and Fees Post Employment Superannuation Short- term employee benefits Salary & Fees Total Fees for Services rendered £’000 £’000 £’000 £’000 Directors 1,3 Michael Billing2 David Thomas Alastair Middleton Richard Bradey4 Paul Johnson5 Gervaise Heddle6 Key Personnel: Ray Ridge1 2018 Total 139 53 24 125 20 11 52 424 2 2 - 12 - - - 16 141 55 24 137 20 11 52 440 Options (based upon Black- Scholes formula) Total Benefit £’000 £’000 Options Granted during the year No. millions 4.5 24 165 141 55 24 137 2.5 2.5 8.0 20 12.5 11 52 - - 13 13 33 111 - - 440 30.0 194 68 37 170 131 11 52 634 1 As at 30 June 2018 amounts of £71,621, £23,761, £6,000, and £6,793, remained unpaid to Messrs Billing, Thomas, Johnson and Ridge respectively. 2 M Billing elected to receive £51,000 as shares, through participation in two placements (28 July 2017 and 1 December 2017) on the same terms as other placees, in lieu of cash payments outstanding for consulting fees as Executive Chairman from prior years. 3 Messrs Billing, Thomas and Middleton acquired a portion of the shares available for sale from the unmarketable parcel process in lieu of amounts owing for Directors fees and/or Consulting fees (refer ASX announcement 8 June 2018) in the amounts of £26,325, £6,000, and £6,000. 4 Appointed 29 December 2017. The above remuneration for R Bradey covers payments for the full year, being payments through to 28 December 2017 as ‘Key Personnel’ and payments post 29 December 2017 whilst also Director. 5 Resigned 13 July 2018. 6 Resigned 14 December 2017. 12 2017 Directors: 2,3 Michael Billing David Thomas Paul Johnson5 Salary and Fees £’000 132 47 - Gervaise Heddle6 22 Alastair Middleton4 6 Michael Ashton3 Trevor Ireland3 Key Personnel: Ray Ridge1 Richard Bradey 6 9 43 114 Post Employment Superannuation Total Fees for Services rendered Short- term employee benefits Salary & Fees Share Options Granted during the year Options (based upon Black- Scholes formula) Total Benefit £’000 £’000 £’000 No. £’000 £’000 - - - - - - - 11 132 47 - 22 6 6 9 43 125 132 47 7.0 19 151 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 43 129 11 390 390 379 46.5 2017 Total 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. 101 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: 2018 Michael Billing David Thomas Alastair Middleton Richard Bradey Paul Johnson (resigned 13/7/18) Gervaise Heddle (resigned 14/12/17) Corporate Governance Meetings held whilst in Office Meetings attended 6 6 6 3 6 3 6 6 6 3 5 3 The Board have chosen to apply the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rd Edition) as the Company’s chosen corporate governance code for the purposes of AIM Rule 26. Consistent with ASX listing rule 4.10.3 and AIM rule 26, this document details the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. A separate disclosure is made where the Company has not followed a specific recommendation, together with the reasons and any alternative governance practice, as applicable. This information is reviewed annually. 13 The Company does not have a formal nomination committee, however it does formally consider board succession issues and whether the board has the appropriate balance of skills, knowledge, experience, independence and diversity. This evaluation is undertaken collectively by the Board, as part of the annual review of its own performance. Whilst a separate Remuneration Committee has not been formed, the Company undertakes alternative procedures to ensure a transparent process for setting remuneration for Directors and Senior staff, that is appropriate in the context of the current size and nature of the Company’s operations. The full Board fulfils the functions of a Remuneration Committee, and considers and agrees remuneration and conditions as follows: • 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 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 2018. The Directors have prepared cash flow forecasts for the period ending 30 September 2019 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 21 September 2018. 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 2018 which comprise the consolidated and company statements of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of changes in equity, the consolidated and company 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 2018 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. 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. CONCLUSIONS RELATING TO GOING CONCERN We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: • • the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. 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 statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion. 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 £10.1m as at 30 June 2018. 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. 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. 17 THOR MINING PLC MATERIALITY In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based on professional judgement, we determined overall materiality for the Group financial statements as a whole to be £118,000, based on a 1% percentage consideration of the Group’s total assets. 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 identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the 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. 18 THOR MINING PLC Statements of Comprehensive Income for the year ended 30 June 2018 Note Consolidated £'000 2017 £'000 2018 Company £'000 2017 £'000 2018 Administrative expenses Corporate expenses Share based payments expense Realised gain on financial assets Exploration expenses Net impairment of subsidiary loans Write off/Impairment of exploration assets Operating Loss Interest Received 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 7 3 5 (92) (705) (229) (138) (191) (86) (265) (292) (641) (229) (115) (115) - 70 - 70 - - - - (742) (278) - - (726) (1,454) - - - - 8 5 (718) (1,449) - - (718) (1,449) (489) (1,261) - - 8 (1,253) - (1,253) (245) - - (1,271) 13 (1) 10 (1,249) - (1,249) (471) 512 - - (471) (1,720) 512 (741) - (1,449) - (718) Basic loss per share 6 (0.23)p (0.40)p The accompanying notes form an integral part of these financial statements. 20 THOR MINING PLC Statements of Financial Position at 30 June 2018 Co No: 05276414 Note Consolidated Company £'000 2018 £'000 2017 £'000 2018 £'000 2017 ASSETS Non-current assets Intangible assets - deferred exploration costs Investment in subsidiaries Investments at cost Loans to subsidiaries Loan receivable 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 8a 8b 8c 8d 9 10 11 12 14 13 13 15 16 10,133 - 103 - 113 21 22 10,392 1,374 49 1,423 11,815 (286) (50) - (9) (345) 9,867 - 87 - - 21 29 10,004 405 29 434 10,438 - 688 103 10,374 - - - 11,165 463 10 473 11,638 - 688 87 8,726 - - - 9,501 379 20 399 9,900 (459) (118) (25) (20) - - (30) - - - (118) - (25) (9) (518) - - (10) - - (10) - - (345) (528) (25) (118) 11,470 9,910 11,613 9,782 3,675 19,693 2,184 405 297 3,648 16,641 - 405 115 (14,784) (13,554) (12,457) (11,027) 3,648 16,641 2,655 405 115 3,675 19,693 - 405 297 Total shareholders equity 11,470 9,910 11,613 9,782 The accompanying notes form part of these financial statements. These Financial Statements were approved by the Board of Directors on 21 September 2018 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 2018 Consolidated Company Note £'000 £'000 £'000 £'000 2018 2017 2018 2017 Cash flows from operating activities Operating Loss Sundry income Decrease/(increase) in trade and other receivables (Decrease) in trade and other payables Increase in provisions Depreciation Exploration expenditure written off Impairment subsidiary loans Share based payment expense Realised gain/(loss) on disposal proceeds receivable Springhill Sale Commission Tenement bond written off (1,271) (1,261) (1,454) (726) 10 (66) (43) 30 9 - - 229 - - - - 5 (23) 4 4 489 - 115 (68) 46 8 5 (1) (3) - - - 742 229 - - - - 11 (57) - - - 278 115 (68) 46 - Net cash outflow from operating activities (1,102) (681) (482) (401) Cash flows from investing activities Interest received Interest paid Expenditure on refundable performance bonds Proceeds from disposal of exploration assets Commission on sale of exploration assets Purchase of property, plant and equipment Purchase of investment R&D Grants for exploration expenditure Payments for exploration expenditure Loans to controlled entities Loans repaid by controlled entities 9 (1) - - - (9) (103) - (688) (113) - - - (18) 900 (46) (22) - 31 (591) - - - - - - - - (103) - - - - - 900 (46) - - - - (2,340) (1,571) - 653 (64) Net cash in/(out)flow from investing activities (905) 254 (2,443) Cash flows from financing activities Loans advanced Directors advances repaid Loans repaid Finance lease funding received Finance lease repaid 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 - (28) - - (8) 3,009 2,973 966 3 405 Cash and cash equivalents at end of period 1,374 22 18 - - - - - (49) - - 19 - 674 662 235 - 379 405 - - 3,009 3,009 84 - 379 463 - - 674 674 209 - 170 379 THOR MINING PLC Statements of Changes in Equity For the year ended 30 June 2018 Consolidated Issued share capital £'000 Share premium £'000 Retained losses £'000 - - - - 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) - - - - - - - Balance at 1 July 2017 3,648 16,641 (13,554) (1,249) Loss for the period Foreign currency translation reserve Total comprehensive (loss) for the period Transactions with owners in their capacity as owners Shares issued Cost of shares issued Share options exercised Share options issued At 30 June 2018 - - 19 - 3,675 19,693 (14,784) 3,105 (53) - - 27 - - (1,249) - - - Company - - 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) - - - - Balance at 1 July 2017 3,648 16,641 (11,027) Loss for the period (1,449) Total comprehensive (loss) for the period Transactions with owners in their capacity as owners Shares issued Cost of shares issued Share options exercised Share options issued At 30 June 2018 - - 19 - 3,675 19,693 (12,457) 3,105 (53) - - 27 - - - (1,449) - - 23 Foreign Currency Translation Reserve £'000 Share Based Payment Reserve £'000 Merger Reserve £'000 Total £'000 2,143 - 405 - 9 9,692 - (1,253) - - 512 (741) - - (9) 115 115 866 (22) - 115 9,910 115 9,910 - (1,249) - (471) - (1,720) 3,132 - (53) - - (19) 201 201 297 11,470 9 - 9,541 (718) - - - - - - 405 405 - - - - - - - 405 405 - - - (718) - - - - 405 405 - - - (9) 115 115 866 (22) - 115 9,782 115 9,782 - (1,449) - - (1,449) - - - - 405 3,132 - (53) - - (19) 201 201 297 11,613 512 512 - - - - 2,655 2,655 - (471) (471) - - - - 2,184 - - - - - - - - - - - - - - - - THOR MINING PLC Notes to the Accounts for the year ended 30 June 2018 1 Principal accounting policies a) Authorisation of financial statements The Group financial statements of Thor Mining PLC for the year ended 30 June 2018 were authorised for issue by the Board on 21 September 2018 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 £1,249,000 during the period ended 30 June 2018, and had a net cash outflow of £2,007,000 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 2019, 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 20190. ▪ IFRS 17 in respect of Insurance Contracts will be effective for accounting periods beginning on or after 1 January 2021. 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 2018 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 23 (522) (499) - (499) - 1,504 1,504 - (25) (25) - (653) (653) - (653) 8,589 - 8,589 (320) - (320) - (97) (97) - (97) 1,722 - 1,722 - - - 23 (1,272) (1,249) - (1,249) 10,311 1,504 11,815 (320) (25) (345) Net Assets 1,479 8,269 1,722 11,470 30 THOR MINING PLC Notes to the Accounts 2. Revenue and segmental analysis – Group (continued) 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 3. Operating loss – group This is stated after charging: Depreciation Auditors’ remuneration – audit services Auditors’ remuneration – non audit services Options issued – directors, staff, and consultants 2018 £’000 9 25 - 201 2017 £’000 4 26 - 115 329 Directors emoluments – fees and salaries Auditors’ remuneration for audit services above includes £18,000 (2017: £18,200) to Chapman Davis LLP for the audit of the Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was £7,323 (2017: £7,380). 440 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, with the exception of Mr Bradey, provides for annual fees of Australian dollars $40,000 (or £24,000 for UK based Directors) for services as Directors inclusive of 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 12 months ended 31 August 2017. Mr Johnson commenced receiving cash settled Directors fees from September 2017. The agreement allows for any services supplied by any Directors, other than Mr Bradey, 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. Mr Bradey receives an annual salary of $217,287 plus $20,642 in statutory superannuation benefits in his role as Exploration Manager. Mr Bradey does not receive additional remuneration as a Director. (a) Details of Key Management Personnel (i) Chairman and Chief Executive Officer Michael Billing (ii) Directors David Thomas Alastair Middleton Richard Bradey Gervaise Heddle Paul Johnson (iii) Executives Executive Chairman and Chief Executive Officer Non-executive Director Non-executive Director Executive Director (appointed 29 December 2017) Non-executive Director (resigned 14 December 2017) Non-executive Director (resigned 13 July 2018) Ray Ridge Stephen Ronaldson CFO/Company Secretary (Australia) Company Secretary (UK) (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) 30 June 2018 Directors: 1,3 Michael Billing2 David Thomas Paid/Payable in cash £’000 Shares £’000 Total Salary & Fees £’000 Options £’000 Total £’000 141 55 - - 141 55 24 13 165 68 - - - - 24 11 20 20 11 24 52 33 13 37 137 137 111 131 170 Alastair Middleton Richard Bradey4 Paul Johnson5 Gervaise Heddle6 Other Personnel: Ray Ridge1 52 1 As at 30 June 2018 amounts of £71,621, £23,761, £6,000, and £6,793, remained unpaid to Messrs Billing, Thomas, Johnson and Ridge respectively. 2 M Billing elected to receive £51,000 as shares, through participation in two placements (28 July 2017 and 1 December 2017) on the same terms as other placees, in lieu of cash payments outstanding for consulting fees as Executive Chairman from prior years. 3 Messrs Billing, Thomas and Middleton acquired a portion of the shares available for sale from the unmarketable parcel process in lieu of amounts owing for Directors fees and/or Consulting fees (refer ASX announcement 8 June 2018) in the amounts of £26,325, £6,000, and £6,000. 4 Appointed 29 December 2017. The above remuneration for R Bradey covers payments for the full year, being payments through to 28 December 2017 as ‘Key Personnel’ and payments post 29 December 2017 whilst also Director. 5 Resigned 13 July 2018. 6 Resigned 14 December 2017 11 52 - - - 30 June 2017 Directors: 1,2 Michael Billing Paid/Payable in cash £’000 Shares2 £’000 Total Salary & Fees Options Total £’000 £’000 £’000 126 6 132 19 151 - - - - 3 6 6 4 47 41 22 27 19 18 19 27 66 David Thomas Paul Johnson5 Gervaise Heddle6 Alastair Middleton4 Trevor Ireland3 Michael Ashton3 Other Personnel: 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.] 129 125 125 11 14 41 19 13 43 43 6 6 5 5 4 6 6 9 - - - - 33 THOR MINING PLC Notes to the Accounts 4. Directors and executive disclosures – Group (continued) 3 Resigned 2 September 2016. 4 Appointed 31 March 2017. 5 Appointed 2 September 2016. 6 Appointed 25 July 2016. (c) Compensation by category Group Key Management Personnel Short-term Share Option charges Post-employment 2018 £’000 424 194 16 634 2017 £’000 379 111 11 501 (d) Options and rights over equity instruments granted as remuneration No options were granted over ordinary shares to Directors, as remuneration, during the year ended 30 June 2018. (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 Held at 30/6/17 or appointment date Placements Participation (Note A) Options Granted (Note B) Held at 30/6/18 or resignation date Options Exercised Vested and exercisable at 30/6/18 or resignation date Michael Billing 15,765,040 6,000,000 4,500,000 - 26,265,040 26,265,040 David Thomas 9,306,800 - 2,500,000 - 11,806,800 11,806,800 Alastair Middleton 3,000,000 - 2,500,000 - 5,500,000 5,500,000 Richard Bradey1 1,500,000 - 8,000,000 - 9,500,000 4,500,000 Paul Johnson2 16,200,000 8,125,000 12,500,000 (10,000,000) 26,825,000 26,825,000 11,000,000 Gervaise Heddle3 1 Appointed 29 December 2017. 2 Resigned 13 July 2018. 3 Resigned 14 December 2017. Notes - - - 11,000,000 11,000,000 A. MB and PJ Messrs Billing and Johnson participated in placements on 28 July 2017 and 1 December 2017, as approved by shareholders. The options were granted to Messrs Billing and Johnson on the basis of one free option for each share subscribed for under the placements, on the same terms as other placees. B. Options were granted to the Directors on 13 June 2018, following approval by shareholders on 7 June 2018 as follows: - 10,000,000 replacement options to Paul Johnson. On 2 November 2017, a Director of the Company, Mr Paul Johnson, exercised 10,000,000 options at an exercise price of 1.25p per option, raising an additional £125,000 for the Company. The options had originally been issued to Mr Johnson in lieu of Directors’ fees payable for one year through to 1 September 2017. The options had an expiry date of 2 September 2019. Given the early exercise, being just under two years before option expiry, the Company agreed to award Mr Johnson 10,000,000 ‘replacement’ options with an exercise price of 1.5 pence and an expiry date of 2 November 2020. 5,000,000 commencement options. Upon the appointment of Richard Bradey, the Company agreed to grant 5,000,000 Options with an exercise price of 4.5 pence and an expiry date of 29 December 2020. The options will vest with Mr Bradey once the AIM traded closing price for the Company’s Ordinary Shares exceeds £0.06 (6.0 pence) for 20 consecutive business days. A total of 15,000,000 options were granted to the existing Directors of the Company or their nominees, with an exercise price of 3.5625 pence and an expiry date of 7 June 2021. - - 34 THOR MINING PLC Notes to the Accounts 4. Directors and executive disclosures – Group (continued) 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. 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) 2018 £’000 118 - 32 2017 £’000 108 3 23 (i) (ii) The Company used the consulting services of MBB Trading Pty Ltd a company of which Mr. Michael Billing is a Director. Services are provided as Executive Chairman. The Company used the services of Ireland Resource Management Pty Ltd, a company of which Mr. Trevor Ireland is a Director and employee. Mr Ireland resigned as Director on 2 September 2016. (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). 35 THOR MINING PLC Notes to the Accounts 5. Taxation - Group Analysis of charge in year Tax on profit on ordinary activities Factors affecting tax charge for year 2018 2017 £’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 2018 2017 £’000 £’000 (1,249) (1,253) 19.00% 20.00% Loss on ordinary activities multiplied by the standard rate of corporation tax (237) (251) Effects of: Future tax benefit not brought to account Current tax charge for year 237 251 - - 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. 6. Loss per share Loss for the year (£ 000’s) 2018 2017 (1,249) (1,253) Weighted average number of Ordinary shares in issue 545,367,864 315,181,478 Loss per share (pence) – basic (0.23)p (0.40)p The basic loss per share is derived by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares in issue. As the inclusions of the potential Ordinary Shares would result in a decrease in the loss per share they are considered to be anti-dilutive and as such not included. Intangible fixed assets – Group 7. Deferred exploration costs Cost At 1 July Additions Disposals Exchange gain Write off exploration tenements for year At 30 June 36 £'000 2018 £'000 2017 9,867 9,228 680 - (414) - 10,133 565 - 563 (489) 9,867 THOR MINING PLC Notes to the Accounts 7. Intangible fixed assets – Group Deferred exploration costs (continued) Amortisation At 1 July and 30 June Write off exploration tenements previously impaired Balance Impairment for period Exchange gain At 30 June £'000 2018 £'000 2017 - - - - - - - - - - - - Net book value at 30 June 10,133 9,867 In the year ended 30 June 2018 the Directors undertook an impairment review of the deferred exploration costs, resulting in an impairment expense of £Nil (2017: £489,000). The impairment expenses in the prior year ended 30 June 2017 related to the Dundas tenement in Western Australia (tenement number EL63/872). 8. Investments The Company holds 20% or more of the share capital of the following companies: Company Molyhil Mining Pty Ltd 1 Hale Energy Limited Black Fire Industrial Minerals Pty Ltd 2 Industrial Minerals (USA) Pty Ltd 3 Pilot Metals Inc 4 BFM Resources Inc 5 Country of registration or incorporation Australia Australia Australia Australia USA USA Shares held Class Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary % 100 100 100 100 100 100 1 Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at the Molyhil project in the Northern Territory of Australia. 2 Black Fire Industrial Minerals Pty Ltd is a holding company only. It owns 100% of the shares in Industrial Minerals (USA) Pty Ltd. 3 Industrial Minerals (USA) Pty Ltd is a holding company only. It owns 100% of the shares in Pilot Metals Inc and BFM Resources Inc. 4 Pilot Metals Inc is engaged in exploration and evaluation activities focused at the Pilot Mountain project in the US state of Nevada. 5 BFM Resources Inc is engaged in exploration and evaluation activities focused at the Pilot Mountain project in the US state of Nevada. Messrs Billing and Thomas are Directors of all of the above 100% subsidiaries. 37 THOR MINING PLC Notes to the Accounts 8. Investments (continued) (a) Investments Subsidiary companies: Molyhil Mining Pty Ltd Less: Impairment provision against investment Hale Energy Limited Less: Impairment provision against investment Black Fire Industrial Minerals Pty Ltd (b) Investments at cost: USA Lithium Pty Ltd Consolidated Company £'000 £'000 £'000 £'000 2018 2017 2018 2017 - - - - - - - - - 700 (700) 1,277 700 (700) 1,277 - (1,277) (1,277) - - 688 688 688 688 103 103 87 87 103 103 87 87 On the 15 June 2017, the Company acquired 25% of US Lithium Pty Ltd (USL), 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. During the year ended 30 June 2018, Thor’s equity interest in USL was diluted to 6.25% following shares issued to acquire a brine deposit in New Mexico USA, and provide further seed capital. Thor has discontinued equity accounting for its interest in USL. On the 26 June 2018, Hawkstone Mining Limited (Hawkstone) (ASX: HWK) announced an agreement to acquire 100% of the shares on issue in USL for the consideration of 250,000,000 fully paid shares in Hawkstone, subject to a number of completion conditions including approval by Hawkstone shareholders and a capital raising by Hawkstone of A$2,750,000. The 250,000,000 consideration shares are payable as follows: • 125,000,000 shares payable upon completion (Initial Consideration Shares); and • 125,000,000 shares payable following the declaration of an inferred resource at the Big Sandy Lithium Project of not less than 30 million tonnes at an grade greater than 2,000ppm of Lithium, or equivalent subject to a minimum average grade of 1,000ppm. Upon completion of the transaction with Hawkstone, Thor will be issued 7,812,500 Initial Consideration Shares in Hawkstone. Hawkstone shares closed at A$0.034 at 30 June 2018 on ASX, valuing Thor’s interest at 30 June 2018 at A$265,625 (£149,653), less any consideration payable as described below. Under the agreement by which Thor acquired its interest in USL from Pembridge Resources PLC in June 2017, Thor is required to pay Pembridge Resources PLC 5% of any consideration for the sale of its interest in USA Lithium. The agreement was subsequently approved by Hawkstone shareholders on 3 August 2018, and on 7 September 2018, Hawkestone made an ASX announcement that the transaction has been completed. (refer Note 21) The above investment is carried in the Company’s Balance Sheet at the lower of cost and net realisable value. 38 THOR MINING PLC Notes to the Accounts 8. Investments (continued) (c) Loans to subsidiaries: Molyhil Mining Pty Ltd Less: Impairment provision against loan Hale Energy Limited Less: Impairment provision against loan Black Fire Industrial Minerals Pty Ltd Pilot Metals Inc Consolidated Company £'000 £'000 £'000 £'000 2018 2017 2018 2017 - - - - - - - 9,806 - (1,202) - 1,369 8,308 (523) 1,193 - (1,256) (1,193) - 1,035 622 941 - - 10,374 8,726 The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable notice having regard to the financial stability of the company. (d) Loan receivable: Environmental Copper Recovery SA Pty Ltd 113 113 - - - - - - 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. The Group made the first advance to ECR of AUD$200,000 (£116,000). 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. Subsequent to 30 June 2018, ECR has been offered A$2,851,303 in grant funding over a 30 month period, for research relating to the Kapunda In-Situ (ISR) copper and gold recovery trial. (refer Note 21) The loan receivable is carried in the Company’s Balance Sheet at the lower of cost and net realisable value. 9. Deposits supporting performance bonds Deposits with banks and Governments Consolidated Company £'000 £'000 £'000 £'000 2018 2017 2018 2017 21 21 21 21 - - - - 39 THOR MINING PLC Notes to the Accounts 10. Property, plant and equipment Plant and Equipment: At cost Accumulated depreciation Total Property, Plant and Equipment Movements in Carrying Amounts Consolidated Company £'000 £'000 £'000 £'000 2018 2017 2018 2017 60 (38) 22 60 (31) 29 - - - - - - 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 29 3 (1) - (9) 22 4 29 - - (4) 29 - - - - - - - - - - - - The carrying value of the plant and equipment includes finance leased assets of £16,424 (2017: £23,000) 11. Trade receivables and other assets Current Trade and other receivables Prepayments 12. Current trade and other payables Trade payables Other payables 43 6 49 19 10 29 10 - 10 11 9 20 (185) (101) (286) (235) (224) (459) (20) (5) (30) (88) (25) (118) 40 THOR MINING PLC Notes to the Accounts 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 Consolidated Company £'000 £'000 £'000 £'000 2018 2017 2018 2017 (10) - (10) 1 (9) (9) - (9) (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 from June 2017. 14. Non interest bearing liabilities Current Director advances - - (30) (30) - - - - 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. In the year ended 30 June 2018, the remaining amount of £30,000 was repaid. 41 THOR MINING PLC Notes to the Accounts 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) 648,573,546 Ordinary shares of £0.0001 each (2017: 982,870,766 ‘Deferred Shares’ of £0.0029 each, 7,928,958,500 ‘A Deferred Shares’ of £0.000096 each and 373,013,208 ordinary shares of £0.0001 each) 2018 £'000 2017 £'000 2,850 2,850 761 64 761 37 3,675 3,648 Movement in share capital Ordinary shares of £0.0001 Number £’000 Number £’000 2018 2017 Pre Share Consolidation 25:1 At 1 July 2016 Shares issue in lieu of expenses Shares issued for cash Shares issued to extinguish debt Post Share Consolidation 25:1 (3) At 1 July 2017 Shares issued for cash Shares issued for acquisition Warrants Exercised At 30 June Nominal Value 5,736,387,510 446,570,973 1,400,000,000 346,000,000 3,423 45 140 35 7,928,958,483 3,643 317,158,340 3,643 373,013,208 3,648 n/a n/a 131,736,111 1,127,580 142,696,647 13 - 14 50,000,000 - 5,854,868 5 - - 648,573,546 3,675 373,013,208 3,648 (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. (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. 42 THOR MINING PLC Notes to the Accounts 15. Issued share capital (continued) 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 2018: Number 13,600,0001 21,174,0322 13,840,0003 20,000,0004 5,573,3475 2,000,0006 1,500,0007 39,444,4448 15,000,0009 5,775,82910 29,948,19411 1,500,00012 10,000,00013 10,000,00014 5,000,00015 15,000,00016 Grant Date 24 Jun 2016 7 Oct 2016 11 Oct 2016 11 Oct 2016 27 Jan 2017 27 Jun 2017 27 Jun 2017 28 Jul 2017 28 Jul 2017 3 Nov 2017 30 Nov 2017 30 Nov 2017 30 Jan 2018 13 Jun 2018 13 Jun 2018 13 Jun 2018 Expiry Date Exercise Price 1 Dec 2018 GBP£0.0125 7 Apr 2019 GBP£0.0125 11 Apr 2019 GBP£0.0125 26 Jul 2019 27 Jul 2018 GBP£0.0125 GBP£0.0090 27 Jun 2019 GBP£0.0180 27 Jun 2020 GBP£0.0180 28 Jul 2019 GBP£0.0180 31 Mar 2020 GBP£0.0180 2 Nov 2018 GBP£0.0120 29 Nov 2018 GBP£0.0120 29 Nov 2018 GBP£0.0120 29 Jan 2020 GBP£0.0500 2 Nov 2020 GBP£0.0150 29 Dec 2020 GBP£0.0450 7 Jun 2021 GBP£0.035625 209,355,846 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, following shareholder approval. 2 Issued to investors as part of a capital raising in October 2016, following shareholder approval. 3 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 2 above. 4 Issued to Directors following shareholder approval. 5 25,000,000 warrants issued to investors as part of a capital raising. 19,426,653 Warrants have since been exercised, prior to 30 June 2018. [Subsequent to 30 June 2018 a further 4,333,333 Warrants have been exercised, leaving 1,240,014 to expire on 27 July 2018.] 6 Issued to the Company’s joint sponsoring broker, SI Capital Ltd, for services rendered. 7 issued to a nominee of the Company’s Exploration Manager, in recognition of service over an extended period. 8 51,111,111 Issued to investors as part of a capital raise. 11,666,667 warrants have since been exercised prior to 30 June 2018. 9 issued to Directors, following shareholder approval 10 29,473,686 Issued to investors as tranche 1 of a capital raise. 23,697,857 warrants have since been exercised prior to 30 June 2018. 11 41,151,314 Issued to investors as tranche 2 of a capital raise, following shareholder approval. 11,203,120 warrants have since been exercised prior to 30 June 2018. 12 3,531,250 issued to the Company’s joint sponsoring broker, SI Capital Ltd, for services rendered. 2,031,250 warrants have since been exercised prior to 30 June 2018. 13 Issued to Metal Tiger as part of a placement. One Option for each share subscribed at £0.03. Subject to an acceleration clause whereby Thor may, at its sole volition, seek conversion of the Options should the share price of Thor, as traded on AIM, exceed a £0.03 volume weighted average price for five consecutive business days. 43 THOR MINING PLC Notes to the Accounts 15. Issued share capital Warrants and Options on issue (continued) 14 ‘Replacement’ Options issued to Paul Johnson. On 2 November 2017, Mr Paul Johnson, exercised 10,000,000 Options at an exercise price of 1.25p per Option, raising an additional £125,000 for the Company. The Options had originally been issued to Mr Johnson in lieu of Directors’ fees payable for one year through to 1 September 2017. The Options had an expiry date of 2 September 2019. Given the early exercise, being just under two years before Option expiry, the Company agreed to award Mr Johnson 10,000,000 ‘replacement’ options, as approved by shareholders. 15 ‘Commencement’ Options. Upon the appointment of Richard Bradey as a Director, the Company agreed to grant the Commencement Options, as approved by shareholders. The Options will vest with Mr Bradey once the AIM traded closing price for the Company’s Ordinary Shares exceeds £0.06 for 20 consecutive business days. 16 A total of 15,000,000 Options were granted to the existing Directors of the Company, as approved by shareholders. 16. Share based payments reserve At 1 July Lapse of 26,763,987 investor options @ £0.00035 Issued to/(exercised by) Directors @ £0.001275 Issued to/(exercised by) Paul Johnson @ £0.001325 Issued to/(exercised by) Beaufort Securities Ltd @ £0.001411 Issued to SI Capital Ltd @ £0.001857 Issued to a nominee of an employee @ £0.002710 Issued to Directors @ £0.004469 Issued to SI Capital Ltd @ £0.00177 Exercised by SI Capital Ltd @ £0.001770 Issued to Paul Johnson @ £0.009781 Issued to Richard Bradey @ £0.003428 Issued to Directors @ £0.005289 At 30 June 2018 2017 £’000 £’000 115 - - (13) (2) - - - 7 (4) 98 17 79 9 (9) 25 13 2 4 4 67 - - - - - 297 115 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 issued in the Share Based Payments Reserve during the years ended 30 June 2018 and 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 0.00% £0.00625 £0.0125 60% 1.67% 2.79yrs £0.001275 44 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 3,531,250 issued to the Company’s broker on 30 November 2017 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 issued to a Director on 13 June 2018 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 45 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 0.00% £0.01 £0.012 60% 1.95% 1yr £0.001770 0.00% £0.0205 £0.015 60% 2.12% 2.4yrs £0.009781 THOR MINING PLC Notes to the Accounts 16. Share based payments reserve (continued) 5,000,000 issued to a Director on 13 June 2018 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 13 June 2018 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 0.00% £0.0205 £0.045 60% 2.23% 2.5yrs £0.003428 0.00% £0.0205 £0.035625 60% 2.23% 3yrs £0.005289 17. Analysis of changes in net cash and cash equivalents Cash at bank and in hand - Group 1 July 2017 Cash flows Non-cash changes 30 June 2018 £’000 405 £’000 966 £’000 3 £’000 1,374 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 2018, the Group had no contingent liabilities. 46 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 2018 £’000 437 937 1,374 2017 £’000 84 321 405 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 2018 2017 Carrying Amount £’000 Fair Value £’000 Carrying Amount £’000 Fair Value £’000 1,374 1,374 43 21 43 21 286 286 - 9 - 9 405 19 21 459 30 19 405 19 21 459 30 19 47 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 2018 - Group Financial Assets Fixed rate At call Account – AUD At call Account – STG Term Deposits - AUD Financial Liabilities Fixed Rate 0% 0.05% 2.5% 92 437 845 1,374 Interest bearing liabilities 4.7% 9 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 - - - - - - - - - - - - - - - - - 92 437 845 1,374 9 321 84 405 19 Interest bearing liabilities 4.7% 9 10 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 2018 the estimated recoupable amount converted to £10,374,000 (refer Note 8(c)). Thor Mining PLC engages the services of Druces 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 £26,925 was paid to Druces LLP Solicitors (2017: £18,200 paid to Ronaldsons LLP Solicitors) on normal commercial terms. 21. Subsequent events The Australian Government Ministry for Science, Jobs and Innovation has offered Environmental Recovery SA Pty Ltd (ECR) (refer Note 8(d)) a CRC-P (Cooperative Research Centre) grant funding of A$2,851,303 over a 30 month period, for research relating to the Kapunda In-Situ (ISR) copper and gold recovery trial. The ISR process is proposed for the extraction of copper and potentially any gold from the Kapunda deposit. Refer ASX announcement 31 July 2018. On 3 August 2018, Hawkstone Mining Limited (Hawkstone) (ASX: HWK) shareholders approved an agreement for Hawkstone to acquire 100% of the shares on issue in US Lithium Pty Ltd, a company in which Thor has an interest of 6.25%. On 7 September Hawkstone announced to the ASX that the remaining conditions have been satisfied and the transaction has been completed. (refer Note 8(b)) 48 THOR MINING PLC Notes to the Accounts 21. Subsequent events (continued) On 23 August 2018, Thor announced the results of an updated Definitive Feasibility Study (DFS) for the Molyhil tungsten and molybdenum project in the Northern Territory of Australia. The study outcomes show materially enhanced financial returns and early payback of capital as a result of process improvements and longer operating life at the Molyhil open pit, with significant further upside potential from subsequent underground mining at Molyhil and from the nearby Bonya tungsten deposits. On 7 September 2018, Thor announced the outcomes of a Scoping Study to investigate broad operating parameters, potential scale, and high level commercial viability of mining and processing for the Pilot Mountain deposits in Nevada, USA. Study outcomes support a decision to commence a more detailed Pre-Feasibility Study to progress the project along the development pathway. The following shares have been issued subsequent to 30 June 2018, following the exercise of warrants: • 2,904,762 shares on 13 July 2018 for consideration of £26,143, following the exercise of warrants with an exercise price of £0.009 and expiry 27 July 2018 • 1,428,571 shares on 27 July 2018 for consideration of £12,857, following the exercise of warrants with an exercise price of £0.009 and expiry 27 July 2018 • 451,643 shares on 6 August 2018 for consideration of £5,646, following the exercise of warrants with an exercise price of £0.0125 and expiry 1 December 2018 Other than the above matters, there were no material events arising subsequent to 30 June 2018 to the date of this report which may significantly affect the operations of the Group or Company, the results of those operations and the state of affairs of the Group or Company in the future. 49 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 14 September 2018) 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 185 139 50 417 233 1,024 The number of Australian shareholders holding less than a marketable parcel is 288. The minimum parcel size is 19,231 shares. 50 THOR MINING PLC Twenty largest shareholders as at 14 September 2018 Name Number of shares held Percentage of shares held HARGREAVE HALE NOMINEES LIMITED 73,492,643 11.25% BARCLAYS DIRECT INVESTING NOMINEES LIMITED 52,018,215 7.96% INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED SHARE NOMINEES LTD MR MICHAEL ROBERT BILLING & RELATED PARTIES HARGREAVES LANSDOWN (NOMINEES) LIMITED HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942> HARGREAVES LANSDOWN (NOMINEES) LIMITED BEAUFORT NOMINEES LIMITED HSDL NOMINEES LIMITED HSDL NOMINEES LIMITED LAWSHARE NOMINEES LIMITED MR PAUL JOHNSON JIM NOMINEES LIMITED INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED MR DAVID EDWARD THOMAS & MRS BARBARA JEAN THOMAS DUNHAM INVESTMENTS PTY LTD MR MICHAEL KEVIN ASHTON VIDACOS NOMINEES LIMITED <15772> TOTAL 46,368,133 7.10% 40,603,487 6.21% 34,840,641 32,407,423 28,690,143 24,276,042 20,153,875 18,922,526 16,072,904 13,146,916 12,936,272 12,020,000 11,878,334 5.33% 4.96% 4.39% 3.72% 3.08% 2.90% 2.46% 2.01% 1.98% 1.84% 1.82% 9,718,241 1.49% 9,410,969 7,000,000 6,604,666 6,450,097 1.44% 1.07% 1.01% 0.99% 477,011,527 73.01% Unlisted Option and Warrant holders as at 14 September 2018 Option Holders Placees June 2016 Placees October 2016 Directors October 2016 (in lieu of amounts owed) Directors October 2016 Broker June 2017 Exploration Manager June 2017 Placees July 2017 Directors July 2017 Placees November 2017 - tranche 1 Placees November 2017 - tranche 2 Broker November 2017 Metal Tiger January 2018 P Johnson June 2018 R Bradey June 2018 Directors June 2018 Total Number of Holders 6 4 5 5 1 1 14 5 8 23 1 1 1 1 5 81 Expiry Date 1-Dec-18 7-Apr-19 11-Apr-19 26-Jul-19 27-Jun-19 27-Jun-20 28-Jul-19 31-Mar-20 2-Nov-18 29-Nov-18 29-Nov-18 29-Jan-20 2-Nov-20 29-Dec-20 7-Jun-21 51 Number of Warrants 13,600,000 20,722,389 13,840,000 20,000,000 2,000,000 1,500,000 39,444,444 15,000,000 5,775,829 29,948,194 1,500,000 10,000,000 10,000,000 5,000,000 15,000,000 203,330,856 Percentage of Total Warrants 5.2% 10.4% 6.9% 10.0% 1.0% 0.7% 19.7% 7.5% 2.9% 15.0% 0.7% 5.0% 5.0% 2.5% 7.5% 100% THOR MINING PLC Securities held on Escrow Total shares and CDIs on issue are 653,358,522. No shares or CDIs are held in escrow. 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 have chosen to apply the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rd Edition) as the Company’s chosen corporate governance code for the purposes of AIM Rule 26. Consistent with ASX listing rule 4.10.3 and AIM rule 26, this document details the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. A separate disclosure is made where the Company has not followed a specific recommendation, together with the reasons and any alternative governance practice, as applicable. This information is reviewed annually. 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 A Middleton 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 , Thomas and Middleton are financially literate. The Board last undertook a formal evaluation of its performance on 20 September 2018. 52 THOR MINING PLC TENEMENT SCHEDULE At 30 June 2018, 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 9.50 31.70 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 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Thor has agreed to acquire 40% of EL29701 and 100% of EL29559, in the Bonya Creek area, approximately 30 kms from Molyhil, subject to normal approval and stamping provisions of the Northern Territory Government. At 30 June 2018, the consolidated entity holds an interest in the following tenements in the US State of Nevada: Claim Group Prospect Claim Number Area Holders Company Interest Platoro Desert Scheelite NT #55 - 64 Garnet NT #9 - 18 Gunmetal NT #19 - 22, 6, 7 Good Hope NT #1 - 5, 41 - 54 45blocks (611ha or 1,510 acres) Pilot Metals Inc 100% BFM 1 Black Fire Claims BFM1 - BFM109 109blocks (1,481ha or 3,660 acres) BFM Resources Inc 100% BFM 2 Des Scheel East BFM109 - BFM131 22blocks (299ha or 739Acre) BFM Resources Inc 100% Dunham Mill Dunham Mill MS1 – MS4 4 blocks BFM Resources Inc 100% 53 

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