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